# 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,	2014

¨	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)

Title	of	each	Class

Common	Stock,	$0.01	par	value

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:

Name	of	exchange	on	which	registered

New	York	Stock	Exchange

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

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

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

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

Indicate	by	check	mark	whether	the	registrant	has	submitted	electronically	and	posted	on	its	corporate	Web	site,	if	any,	every	Interactive	Data	File	required	to	be submitted	and	posted	pursuant	to	Rule	405	of	Regulation	S-T	during	the	preceding	12	months	(or	for	such	shorter	period	that	the	registrant	was	required	to	submit	and post	such	files).				Yes		x				No		¨

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

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

Large	accelerated	filer		x

Accelerated	filer		¨

Non-accelerated	filer		¨ Smaller	reporting	company		¨

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

The	aggregate	market	value	of	the	voting	and	non-voting	common	stock	held	by	non-affiliates	of	the	registrant	as	of	June	30,	2014	was	approximately	$35.3	billion, based	on	the	closing	price	of	the	registrant's	common	stock	as	reported	on	the	New	York	Stock	Exchange	as	of	the	last	business	day	of	the	registrant's	most	recently completed	second	quarter.

# DOCUMENTS	INCORPORATED	BY	REFERENCE

Portions	of	the	definitive	proxy	statement	(the	"Definitive	Proxy	Statement")	to	be	filed	with	the	Securities	and	Exchange	Commission	relative	to	the	Company's 2015	Annual	Meeting	of	Stockholders	are	incorporated	by	reference	into	Part	III	of	this	Report.

# FORM	10-K	ANNUAL	REPORT

# FISCAL	YEAR	ENDED	DECEMBER	31,	2014

|  |  | Page |
| :--- | :--- | :--- |
| Special\tNote\tRegarding\tForward-Looking\tStatements | Special\tNote\tRegarding\tForward-Looking\tStatements | ii |
| PART\tI |  |  |
| ITEM\t1. | \t Business | 1 |
|  | Overview | 1 |
|  | Products\tand\tServices | 2 |
|  | Strategy | 4 |
|  | Recent\tTransactions | 6 |
|  | Regulatory\tMatters | 7 |
|  | Competition | 9 |
|  | Customer\tDemand | 9 |
|  | Employees | 10 |
|  | Available\tInformation | 10 |
| ITEM\t1A. | \t Risk\tFactors | 11 |
| ITEM\t1B. | \t Unresolved\tStaff\tComments | 20 |
| ITEM\t2. | Properties | 21 |
| ITEM\t3. | Legal\tProceedings | 23 |
| ITEM\t4. | \t Mine\tSafety\tDisclosures | 23 |
| PART\tII |  |  |
| ITEM\t5. | \t Market\tfor\tRegistrant's\tCommon\tEquity,\tRelated\tStockholder\tMatters\tand\tIssuer\tPurchases\tof\tEquity\tSecurities | 24 |
|  | Dividends | 24 |
|  | Performance\tGraph | 25 |
| ITEM\t6. | Selected\tFinancial\tData | 26 |
| ITEM\t7. | \t Management's\tDiscussion\tand\tAnalysis\tof\tFinancial\tCondition\tand\tResults\tof\tOperations | 28 |
|  | Executive\tOverview | 28 |
|  | Non-GAAP\tFinancial\tMeasures | 32 |
|  | Results\tof\tOperations:\tYears\tEnded\tDecember\t31,\t2014\tand\t2013 | 33 |
|  | Results\tof\tOperations:\tYears\tEnded\tDecember\t31,\t2013\tand\t2012 | 39 |
|  | Liquidity\tand\tCapital\tResources | 46 |
|  | Critical\tAccounting\tPolicies\tand\tEstimates | 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,	but	are	not limited	to,	statements	we	make	regarding	the	Proposed	Verizon	Transaction	(as	defined	in	this	Annual	Report),	future	prospects	of	growth	in	the	communications	site leasing	industry,	the	effects	of	consolidation	among	companies	in	our	industry	and	among	our	tenants	and	other	competitive	pressures,	the	level	of	future	expenditures by	companies	in	this	industry	and	other	trends	in	this	industry,	changes	in	zoning,	tax	and	other	laws	and	regulations,	economic,	political	and	other	events,	particularly those	relating	to	our	international	operations,	our	substantial	leverage	and	debt	service	obligations,	our	future	financing	transactions,	our	plans	to	fund	our	future liquidity	needs,	our	ability	to	maintain	or	increase	our	market	share,	our	future	operating	results,	our	ability	to	remain	qualified	for	taxation	as	a	real	estate	investment trust	("REIT"),	the	amount	and	timing	of	any	future	distributions	including	those	we	are	required	to	make	as	a	REIT,	our	future	capital	expenditure	levels,	our	ability	to protect	our	rights	to	the	land	under	our	towers	and	natural	disasters	and	similar	events.	These	statements	are	based	on	our	management's	beliefs	and	assumptions,	which in	turn	are	based	on	currently	available	information.	These	assumptions	could	prove	inaccurate.	These	forward-looking	statements	may	be	found	under	the	captions "Business"	and	"Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations,"	as	well	as	in	this	Annual	Report	generally.

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

# PART	I

# Overview

We	are	a	global	independent	owner,	operator	and	developer	of	communications	real	estate.	Our	primary	business	is	the	leasing	of	space	on	multi-tenant communications	sites	to	wireless	service	providers,	radio	and	television	broadcast	companies,	wireless	data	and	data	providers,	government	agencies	and	municipalities and	tenants	in	a	number	of	other	industries.	We	refer	to	this	business	as	our	rental	and	management	operations,	which	accounted	for	approximately	98%	of	our	total revenues	for	the	year	ended	December	31,	2014.	Through	our	network	development	services	business,	we	offer	tower-related	services	domestically,	which	primarily support	our	site	leasing	business.

Our	communications	real	estate	portfolio	of	75,594	communications	sites,	as	of	December	31,	2014,	includes	28,566	communications	towers	domestically, 46,598	communications	towers	internationally	and	430	distributed	antenna	system	("DAS")	networks,	which	provide	seamless	coverage	solutions	in	certain	in-building and	outdoor	wireless	environments.	Our	portfolio	primarily	consists	of	towers	that	we	own	and	towers	that	we	operate	pursuant	to	long-term	lease	arrangements.	In addition	to	the	communications	sites	in	our	portfolio,	we	manage	rooftop	and	tower	sites	for	property	owners	under	various	contractual	arrangements.	We	also	hold property	interests	that	we	lease	to	communications	service	providers	and	third-party	tower	operators.

American	Tower	Corporation	was	originally	created	as	a	subsidiary	of	American	Radio	Systems	Corporation	in	1995	and	was	spun	off	into	a	free-standing	public company	in	1998.	Since	inception,	we	have	grown	our	communications	real	estate	portfolio	through	acquisitions,	long-term	lease	arrangements	and	site	development. We	are	a	holding	company	and	conduct	our	operations	through	our	directly	and	indirectly	owned	subsidiaries	and	joint	ventures.	Our	principal	domestic	operating subsidiaries	are	American	Towers	LLC	and	SpectraSite	Communications,	LLC.	We	conduct	our	international	operations	primarily	through	our	subsidiary,	American Tower	International,	Inc.,	which	in	turn	conducts	operations	through	its	various	international	holding	and	operating	subsidiaries	and	joint	ventures.

On	February	5,	2015,	we	signed	a	definitive	agreement	with	Verizon	Communications,	Inc.	("Verizon")	pursuant	to	which	we	expect	to	acquire	the	exclusive	right to	lease,	acquire	or	otherwise	operate	and	manage	up	to	11,489	wireless	communications	sites	for	$5.056	billion	in	cash	at	closing	(the	"Proposed	Verizon	Transaction"), subject	to	certain	conditions	and	limited	adjustments.

We	operate	as	a	REIT	and	therefore	are	generally	not	subject	to	U.S.	federal	income	taxes	on	our	income	and	gains	that	we	distribute	to	our	stockholders, including	the	income	derived	from	leasing	space	on	our	towers.	However,	even	as	a	REIT,	we	remain	obligated	to	pay	income	taxes	on	earnings	from	our	taxable	REIT subsidiaries	("TRSs").	In	addition,	our	international	assets	and	operations,	including	those	designated	as	direct	or	indirect	qualified	REIT	subsidiaries	or	other disregarded	entities	of	a	REIT	(collectively,	"QRSs"),	continue	to	be	subject	to	taxation	in	the	foreign	jurisdictions	where	those	assets	are	held	or	those	operations	are conducted.

The	use	of	TRSs	enables	us	to	continue	to	engage	in	certain	businesses	while	complying	with	REIT	qualification	requirements.	We	may,	from	time	to	time, change	the	election	of	previously	designated	TRSs	to	be	treated	as	QRSs,	and	may	reorganize	and	transfer	certain	assets	or	operations	from	our	TRSs	to	other subsidiaries,	including	QRSs.	During	the	year	ended	December	31,	2014,	we	restructured	certain	of	our	German	subsidiaries	and	certain	of	our	domestic	TRSs,	which included	a	portion	of	our	network	development	services	segment	and	indoor	DAS	networks	business,	to	be	treated	as	QRSs.	As	a	result,	as	of	December	31,	2014,	our QRSs	include	our	domestic	tower	leasing	business,	most	of	our	operations	in	Costa	Rica,	Germany	and	Mexico	and	a	portion	of	our	network	development	services segment	and	indoor	DAS	networks	business.

Our	continuing	operations	are	reported	in	three	segments:	(i)	domestic	rental	and	management,	(ii)	international	rental	and	management	and	(iii)	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	21	to	our	consolidated	financial	statements	included	in	this	Annual	Report.

# Products	and	Services

# Rental	and	Management	Operations

Our	rental	and	management	operations	accounted	for	approximately	98%,	98%	and	97%	of	our	total	revenues	for	the	years	ended	December	31,	2014,	2013	and 2012,	respectively.	Our	revenue	is	primarily	generated	from	tenant	leases.	Our	tenants	lease	space	on	our	communications	real	estate,	where	they	install	and	maintain their	individual	communications	network	equipment.	Rental	payments	vary	considerably	depending	upon	numerous	factors,	including,	but	not	limited	to,	tower	location, amount	and	type	of	tenant	equipment	on	the	tower,	ground	space	required	by	the	tenant	and	remaining	tower	capacity.	Our	tenant	leases	are	typically	non-cancellable and	have	annual	rent	escalations.	Our	primary	costs	typically	include	ground	rent	(which	is	primarily	fixed,	with	annual	cost	escalations)	and	power	and	fuel	costs,	some of	which	may	be	passed	through	to	our	tenants,	as	well	as	property	taxes	and	repairs	and	maintenance.	Our	rental	and	management	operations	have	generated	consistent incremental	growth	in	revenue	and	have	low	cash	flow	volatility	due	to	the	following	characteristics:

•	 Consistent	demand	for	our	sites.	As	a	result	of	rapidly	growing	usage	of	wireless	services	and	the	corresponding	wireless	industry	capital	spending	trends in	the	markets	we	serve,	we	anticipate	consistent	demand	for	our	communications	sites.	We	believe	that	our	global	asset	base	positions	us	well	to	benefit from	the	increasing	proliferation	of	advanced	wireless	devices	and	the	increasing	usage	of	high	bandwidth	applications	on	those	devices.	We	have	the ability	to	add	new	tenants	and	new	equipment	for	existing	tenants	on	our	sites,	which	typically	results	in	incremental	revenue.	Our	legacy	site	portfolio	and our	established	tenant	base	provide	us	with	a	solid	platform	for	new	business	opportunities,	which	has	historically	resulted	in	consistent	and	predictable organic	revenue	growth.

•	 Long-term	tenant	leases	with	contractual	rent	escalations.	In	general,	a	tenant	lease	has	an	initial	non-cancellable	ten-year	term	with	multiple	renewal terms,	with	provisions	that	periodically	increase	the	rent	due	under	the	lease,	typically	annually	based	on	a	fixed	escalation	percentage	(approximately 3.0%	in	the	United	States)	or	an	inflationary	index	in	our	international	markets,	or	a	combination	of	both.

•	 High	lease	renewal	rates.	Our	tenants	tend	to	renew	leases	because	suitable	alternative	sites	may	not	exist	or	be	available	and	repositioning	a	site	in	their network	may	be	expensive	and	may	adversely	affect	the	quality	of	their	network.	Historically,	churn	has	been	approximately	1%	to	2%	of	total	rental	and management	revenue	per	year.	We	define	churn	as	revenue	lost	when	a	tenant	cancels	or	does	not	renew	its	lease	and,	in	limited	circumstances,	such	as	a tenant	bankruptcy,	reductions	in	lease	rates	on	existing	leases.	We	derive	our	churn	rate	for	a	given	year	by	dividing	our	cash	revenue	lost	on	this	basis	by our	comparable	year	ago	period	cash	rental	and	management	segment	revenue.

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

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

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

Our	rental	and	management	operations	include	the	operation	of	communications	towers,	managed	networks,	the	leasing	of	property	interests	and	the	provision	of backup	power	through	shared	generators.	Our	domestic	rental	and	management	segment	accounted	for	approximately	65%,	65%	and	67%	of	our	total	revenues	for	the years	ended	December	31,	2014,	2013	and	2012,	respectively.

Our	international	rental	and	management	segment,	which	consists	of	communications	sites	in	Brazil,	Chile,	Colombia,	Costa	Rica,	Germany,	Ghana,	India, Mexico,	Peru,	South	Africa	and	Uganda,	provides	a	source	of	growth	and	diversification,	including	exposure	to	markets	in	various	stages	of	wireless	network development.	In	November	2014,	we	expanded	our	global	footprint	by	signing	an	agreement	to	acquire	over	4,800	communications	sites	in	Nigeria.	Our	international rental	and	management	segment	accounted	for	approximately	33%,	33%	and	30%	of	our	total	revenues	for	the	years	ended	December	31,	2014,	2013	and	2012, respectively.

Communications	Towers.	Approximately	95%,	96%	and	96%	of	revenue	in	our	rental	and	management	segments	was	attributable	to	our	communications	towers for	the	years	ended	December	31,	2014,	2013	and	2012,	respectively.

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

•	 Domestic:	AT&T	Mobility,	Sprint	Nextel,	Verizon	Wireless	and	T-Mobile	USA	accounted	for	an	aggregate	of	approximately	84%	of	domestic	rental	and management	segment	revenue	for	the	year	ended	December	31,	2014.

•International:	Telefónica	(in	Brazil,	Chile,	Colombia,	Costa	Rica,	Germany,	Mexico	and	Peru),	MTN	Group	Limited	(in	Ghana,	South	Africa	and Uganda),	Nextel	International	(in	Brazil,	Chile	and	Mexico),	Grupo	Iusacell,	S.A.	de	C.V.	(in	Mexico,	acquired	by	AT&T	in	January	2015)	and	Vodafone (in	Germany,	Ghana,	India	and	South	Africa),	accounted	for	an	aggregate	of	approximately	57%	of	international	rental	and	management	segment	revenue for	the	year	ended	December	31,	2014.

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

Managed	Networks,	Property	Interests	and	Shared	Generators.	In	addition	to	our	communications	sites,	we	also	own	and	operate	several	types	of	managed network	solutions,	provide	communications	site	management	services	to	third	parties,	manage	and	lease	property	interests	under	carrier	or	other	third-party communications	sites	and	provide	back-up	power	sources	to	tenants	at	our	sites.

•	 Managed	Networks.	We	own	and	operate	DAS	networks	primarily	in	malls	and	casinos	in	the	United	States,	Brazil,	Chile,	Colombia,	Ghana,	India	and Mexico.	We	obtain	rights	from	property	owners	to	install	and	operate	in-building	DAS	networks,	and	we	grant	rights	to	wireless	service	providers	to	attach their	equipment	to	our	installations.	We	also	offer	outdoor	DAS	networks	as	a	complementary	shared	infrastructure	solution	for	our	tenants	in	the	United States.	Typically,	we	design,	build	and	operate	our	outdoor	DAS	networks	in	areas	in	which	zoning	restrictions	or	other	barriers	may	prevent	or	delay deployment	of	more	traditional	wireless	communications	sites.	We	also	hold	lease	rights	and	easement	interests	on	rooftops	capable	of	hosting communications	equipment	in	locations	where	towers	are	generally	not	a	viable	solution	based	on	area	characteristics.	In	addition,	we	provide	management services	to	property	owners	in	the	United	States	who	elect	to	retain	full	rights	to	their	property	while	simultaneously	marketing	the	rooftop	for	wireless communications	equipment	installation.	As	the	demand	for	advanced	wireless	devices	in	urban	markets	evolves,	we	continue	to	evaluate	infrastructure, such	as	small	cell	deployment,	that	may	support	our	tenants'	networks	in	these	areas.

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

•Shared	Generators.	We	have	contracts	with	certain	of	our	tenants	in	the	United	States	pursuant	to	which	we	provide	access	to	shared	backup	power generators.

# Network	Development	Services

Through	our	network	development	services,	we	offer	tower-related	services	domestically,	including	site	acquisition,	zoning	and	permitting	services	and	structural analysis	services.	Network	development	services	primarily	support	our	site	leasing	business	and	the	addition	of	new	tenants	and	equipment	on	our	sites,	including	in connection	with	provider	network	upgrades.	This	segment	accounted	for	approximately	2%,	2%	and	3%	of	our	total	revenues	for	the	years	ended	December	31,	2014, 2013	and	2012,	respectively.

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

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

# Strategy

# Operational	Strategy

Our	operational	strategy	is	to	capitalize	on	the	global	growth	in	the	use	of	wireless	communications	services	and	the	evolution	of	advanced	wireless	handsets, tablets	and	other	mobile	devices,	and	the	corresponding	expansion	of	communications	infrastructure	required	to	deploy	current	and	future	generations	of	wireless communications	technologies.	To	achieve	this,	our	primary	focus	is	to	(i)	increase	the	leasing	of	our	existing	communications	real	estate	portfolio,	(ii)	invest	in	and selectively	grow	our	communications	real	estate	portfolio,	(iii)	further	improve	upon	our	operational	performance	and	(iv)	maintain	a	strong	balance	sheet.	We	believe these	efforts	will	further	support	and	enhance	our	ability	to	capitalize	on	the	growth	in	demand	for	wireless	infrastructure.

•Increase	the	leasing	of	our	existing	communications	real	estate	portfolio.	We	believe	that	our	highest	returns	will	be	achieved	by	leasing	additional space	on	our	existing	communications	sites.	Increasing	demand	for	wireless	services	in	the	United	States	and	in	our	international	markets	has	resulted	in significant	capital	spending	by	major	wireless	carriers.	As	a	result,	we	anticipate	consistent	demand	for	our	communications	sites	because	they	are attractively	located	for	wireless	service	providers	and	have	capacity	available	for	additional	tenants.	In	the	United	States,	incremental	carrier	capital spending	is	being	driven	primarily	by	the	build-out	of	fourth	generation	(4G)	networks,	while	our	international	markets	are	in	various	stages	of	network development.	As	of	December	31,	2014,	we	had	a	global	average	of	approximately	1.9	tenants	per	tower.	We	believe	that	many	of	our	towers	have capacity	for	additional	tenants	and	that	substantially	all	of	our	towers	that	are	currently	at	or	near	full	structural	capacity	can	be	upgraded	or	augmented	to meet	future	tenant	demand	with	relatively	modest	capital	investment.	Therefore,	we	will	continue	to	target	our	sales	and	marketing	activities	to	increase	the utilization	and	return	on	investment	of	our	existing	communications	sites.

•Invest	in	and	selectively	grow	our	communications	real	estate	portfolio.	We	seek	opportunities	to	invest	in	and	grow	our	operations	through	our	capital programs,	new	site	construction	and	acquisitions.	We	believe	we	can	achieve	attractive	risk-adjusted	returns	by	pursuing	such	investments.	In	addition,	we seek	to	secure	property	interests	under	our	communications	sites	to	improve	operating	margins	as	we	reduce	our	cash	operating	expense	related	to	ground leases.

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

•	 Maintain	a	strong	balance	sheet.	We	remain	committed	to	our	disciplined	financial	policies,	which	we	believe	result	in	our	ability	to	maintain	a	strong balance	sheet	and	will	support	our	overall	strategy	and	focus	on	asset	growth	and	operational	excellence.	As	a	result	of	these	policies,	we	currently	have investment	grade	ratings.	We	remain	committed	to	reducing	our	net	leverage	through	a	combination	of	debt	repayment	and	our	continued	growth.	We continue	to	focus	on	maintaining	a	strong	liquidity	position	and,	as	of	December	31,	2014,	had	approximately	$2.7	billion	of	available	liquidity.	We	believe that	our	investment	grade	ratings	provide	us	consistent	access	to	the	capital	markets	and	our	liquidity	provides	us	the	ability	to	selectively	invest	in	our portfolio.

# Capital	Allocation	Strategy

The	objective	of	our	capital	allocation	strategy	is	to	simultaneously	increase	adjusted	funds	from	operations	and	our	return	on	invested	capital.	To	maintain	our qualification	for	taxation	as	a	REIT,	we	are	required	to	distribute	to	our	stockholders	annually	an	amount	equal	to	at	least	90%	of	our	REIT	taxable	income	(determined before	the	deduction	for	distributed	earnings	and	excluding	any	net	capital	gain).	After	complying	with	our	REIT	distribution	requirements	and	paying	dividends	on	our preferred	stock,	we	plan	to	continue	to	allocate	our	available	capital	among	investment	alternatives	that	meet	our	return	on	investment	criteria,	while	taking	into	account the	repayment	of	debt,	as	necessary,	to	reduce	our	net	leverage	to	be	within	our	long-term	target	range.

•	 Capital	expenditure	program.	We	will	continue	to	invest	in	and	expand	our	existing	communications	real	estate	portfolio	through	our	annual	capital expenditure	program.	This	includes	capital	expenditures	associated	with	maintenance,	increasing	the	capacity	of	our	existing	sites	and	projects	such	as	new site	construction,	land	interest	acquisitions	and	shared	generator	installations.

•	 Acquisitions.	We	intend	to	pursue	acquisitions	of	communications	sites	in	our	existing	or	new	markets	where	we	can	meet	our	risk-adjusted	return	on investment	criteria.	Our	risk-adjusted	hurdle	rates	consider	additional	risks	such	as	the	country	and	counter-parties	involved,	investment	and	economic climate,	legal	and	regulatory	conditions	and	industry	risk.

•	 Return	excess	capital	to	stockholders.	If	we	have	excess	capital	available	after	funding	(i)	our	required	distributions,	(ii)	our	capital	expenditures, (iii)	repayment	of	debt,	as	necessary,	to	reduce	our	net	leverage	ratio	toward	our	targeted	range	and	(iv)	anticipated	future	investments,	including acquisition	opportunities,	we	will	seek	to	return	such	excess	capital	to	stockholders.

During	2014,	we	generated	$2.1	billion	of	cash	from	operating	activities,	which	along	with	incremental	debt,	was	used	to	fund	$1.9	billion	of	investments, including	$1.0	billion	of	acquisitions	and	$974.4	million	of	capital	expenditures.	In	addition,	in	2014,	we	paid	regular	cash	distributions	in	the	aggregate	of approximately	$404.6	million	to	our	common	stockholders	and	approximately	$16.0	million	to	our	preferred	stockholders.

# International	Growth	Strategy

We	believe	that,	in	certain	international	markets,	we	can	create	substantial	value	by	either	establishing	a	new,	or	expanding	our	existing	communications	real estate	leasing	business.	Therefore,	we	expect	we	will	continue	to	seek	international	growth	opportunities	where	we	believe	our	risk-adjusted	return	objectives	can	be

achieved.	We	strive	to	maintain	a	diversified	approach	to	our	international	growth	strategy	by	complementing	our	presence	in	emerging	markets	with	operations	in	more developed	and	established	markets,	which	enables	us	to	leverage	multiple	stages	of	wireless	network	development	throughout	our	global	footprint.	Our	international growth	strategy	includes	a	disciplined,	individualized	market	evaluation,	in	which	we	conduct	the	following	analyses:

•	 Country	analysis.	Prior	to	entering	a	new	market,	we	conduct	an	extensive	review	of	the	country's	historical	and	projected	macroeconomic	fundamentals, including	inflation	outlook	and	foreign	currency	exchange	rate	trends,	capital	markets,	tax	regime	and	investment	alternatives,	and	the	general	business, political	and	legal	environments,	including	property	rights	and	regulatory	regime.

•	 Wireless	industry	analysis.	To	confirm	the	presence	of	sufficient	demand	to	support	an	independent	tower	company,	we	analyze	the	competitiveness	of the	country's	wireless	market,	such	as	the	pricing	environment,	past	and	potential	industry	consolidation	and	the	stage	of	its	wireless	network	development. Characteristics	that	result	in	an	attractive	investment	opportunity	include	(i)	multiple	competitive	wireless	service	providers	who	are	actively	seeking	to invest	in	deploying	voice	and	data	networks	and	(ii)	incremental	spectrum	from	auctions	that	have	occurred	or	are	anticipated	to	occur	is	being,	or	will	be, deployed.

•	 Opportunity	and	counterparty	analysis.	Once	an	investment	opportunity	is	identified	within	a	geographic	area	with	an	attractive	wireless	industry,	we conduct	a	multifaceted	opportunity	and	counterparty	analysis.	This	includes	evaluating	(i)	the	type	of	transaction,	(ii)	its	ability	to	meet	our	risk-adjusted return	criteria	given	the	country	and	the	counterparties	involved,	including	the	anticipated	anchor	tenant	and	(iii)	how	the	transaction	fits	within	our	long- term	strategic	objectives,	including	future	potential	investment	and	expansion	within	the	region.

# Recent	Transactions

# Acquisitions

From	January	1,	2014	through	December	31,	2014,	we	increased	our	communications	site	portfolio	by	approximately	8,450	sites,	including	approximately	3,133 build-to-suits,	and	we	believe	the	assets	constructed	and	acquired	will	be	accretive	to	our	consolidated	operating	margins.	Significant	acquisitions	during	the	year	ended December	31,	2014	included	the	acquisition	of	(i)	100%	of	the	equity	interests	of	BR	Towers	S.A.,	a	Brazilian	telecommunications	real	estate	company	("BR	Towers"), which	at	closing	owned,	or	held	exclusive	use	rights	for,	4,617	towers	and	47	property	interests	in	Brazil	and	(ii)	entities	holding	a	portfolio	of	59	communications	sites, which	at	the	time	of	acquisition	were	leased	primarily	to	radio	and	television	broadcast	tenants,	and	four	property	interests	in	the	United	States	from	Richland	Properties LLC	and	other	related	entities	("Richland").

In	addition,	during	the	fourth	quarter	of	2014,	we	signed	definitive	agreements	to	acquire	approximately	11,280	additional	communications	sites	in	Brazil	and Nigeria,	and	in	February	2015,	we	signed	a	definitive	agreement	for	the	Proposed	Verizon	Transaction	to	acquire	the	exclusive	right	to	lease,	acquire	or	otherwise operate	and	manage	up	to	11,489	wireless	communications	sites	in	the	United	States.

We	continue	to	evaluate	potential	complementary	services	to	supplement	our	growth	and	expansion	strategy,	as	well	as	opportunities	to	acquire	communications real	estate	portfolios	that	we	believe	we	can	effectively	integrate	into	our	existing	business.	For	more	information	about	our	acquisitions,	see	note	6	to	our	consolidated financial	statements	included	in	this	Annual	Report.

# Financing	Transactions

During	the	year	ended	December	31,	2014,	to	complement	our	operational	strategy	to	selectively	invest	in	and	grow	our	communications	real	estate	portfolio,	we strengthened	our	balance	sheet	by	completing	a	number	of

key	financing	initiatives,	including	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	8	to	our	consolidated	financial statements	included	in	this	Annual	Report.

Senior	Notes	Offerings.	In	January	2014,	we	completed	a	registered	public	offering	through	a	reopening	of	our	(i)	3.40%	senior	unsecured	notes	due	2019	(the "3.40%	Notes"),	in	an	aggregate	principal	amount	of	$250.0	million	and	our	(ii)	5.00%	senior	unsecured	notes	due	2024	(the	"5.00%	Notes"),	in	an	aggregate	principal amount	of	$500.0	million.	In	August	2014,	we	completed	a	registered	public	offering	of	our	3.450%	senior	unsecured	notes	due	2021	(the	"3.450%	Notes")	in	an aggregate	principal	amount	of	$650.0	million.	We	used	the	net	proceeds	from	each	offering	primarily	to	repay	certain	indebtedness	under	our	existing	credit	facilities.

Mandatory	Convertible	Preferred	Stock	Offering.	In	May	2014,	we	completed	a	registered	public	offering	of	6,000,000	shares	of	our	5.25%	Mandatory Convertible	Preferred	Stock,	Series	A,	par	value	$0.01	per	share	(the	"Mandatory	Convertible	Preferred	Stock").	We	used	the	net	proceeds	from	the	offering	to	fund acquisitions	initially	funded	by	indebtedness	incurred	under	our	$2.0	billion	multi-currency	senior	unsecured	revolving	credit	facility	(the	"2013	Credit	Facility").

Credit	Facilities.	In	September	2014,	we	entered	into	an	amendment	and	restatement	of	our	$1.0	billion	senior	unsecured	revolving	credit	facility	(the	"2012 Credit	Facility",	as	amended	and	restated,	the	"2014	Credit	Facility"),	which,	among	other	things,	increased	the	commitments	thereunder	to	$1.5	billion	and	extended	the maturity	date	to	January	31,	2020.	As	a	result,	as	of	December	31,	2014,	we	had	the	ability	to	borrow	up	to	$2.4	billion	under	our	existing	credit	facilities,	net	of	any outstanding	letters	of	credit.

# Regulatory	Matters

Towers	and	Antennas.	Our	domestic	and	international	tower	business	is	subject	to	national,	state	and	local	regulatory	requirements	with	respect	to	the	registration, siting,	construction,	lighting,	marking	and	maintenance	of	our	towers.	In	the	United	States,	which	accounted	for	approximately	66%	of	our	total	rental	and	management revenue	for	the	year	ended	December	31,	2014,	the	construction	of	new	towers	or	modifications	to	existing	towers	may	require	pre-approval	by	the	Federal Communications	Commission	("FCC")	and	the	Federal	Aviation	Administration	("FAA"),	depending	on	factors	such	as	tower	height	and	proximity	to	public	airfields. Towers	requiring	pre-approval	must	be	registered	with	the	FCC	and	maintained	in	accordance	with	FAA	standards.	Similar	requirements	regarding	pre-approval	of	the construction	and	modification	of	towers	are	imposed	by	regulators	in	other	countries.	Non-compliance	with	applicable	tower-related	requirements	may	lead	to	monetary penalties	or	site	deconstruction	orders.

Furthermore,	in	India,	each	of	our	subsidiaries	holds	an	Infrastructure	Provider	Category-I	license	("IP-I")	issued	by	the	Indian	Ministry	of	Communications	and Information	Technology,	which	permits	us	to	provide	tower	space	to	companies	licensed	as	telecommunications	service	providers	under	the	Indian	Telegraph	Act	of 1885.	As	a	condition	to	the	IP-I,	the	Indian	government	has	the	right	to	take	over	telecommunications	infrastructure	in	the	case	of	emergency	or	war.	In	Ghana,	our subsidiary	holds	a	Communications	Infrastructure	License,	issued	by	the	National	Communications	Authority	("NCA"),	which	permits	us	to	establish	and	maintain passive	telecommunications	infrastructure	services	and	DAS	networks	for	communications	service	providers	licensed	by	the	NCA.	While	we	are	required	to	provide tower	space	on	a	non-discriminatory	basis,	we	may	negotiate	mutually	agreeable	terms	and	conditions	with	such	service	providers.	In	Chile,	our	subsidiary	is	classified as	a	Telecom	Intermediate	Service	Provider.	We	have	received	a	number	of	site	specific	concessions	and	are	working	with	the	Chilean	Subsecretaria	de Telecommunicaciones	to	receive	concessions	on	our	remaining	sites	in	Chile.

Our	international	business	operations	may	be	subject	to	increased	licensing	fees	or	ownership	restrictions.	For	example,	in	South	Africa,	the	Broad-Based	Black Economic	Empowerment	Act,	2003	(the	"BBBEE	Act")

has	established	a	legislative	framework	for	the	promotion	of	economic	empowerment	of	South	African	citizens	disadvantaged	by	Apartheid.	Accordingly,	the	BBBEE Act	and	related	codes	measure	BBBEE	Act	compliance	and	good	corporate	practice	by	the	inclusion	of	certain	ownership,	management	control,	employment	equity	and other	metrics	for	companies	that	do	business	there.	In	addition,	certain	municipalities	have	sought	to	impose	permit	fees	based	upon	structural	or	operational requirements	of	towers.	Our	foreign	operations	may	be	affected	if	a	country's	regulatory	authority	restricts	or	revokes	spectrum	licenses	of	certain	wireless	service providers	or	implements	limitations	on	foreign	ownership.

In	all	countries	where	we	operate,	we	are	subject	to	zoning	restrictions	and	restrictive	covenants	imposed	by	local	authorities	or	community	organizations.	While these	regulations	vary,	they	typically	require	tower	owners	or	tenants	to	obtain	approval	from	local	authorities	or	community	standards	organizations	prior	to	tower construction	or	the	addition	of	a	new	antenna	to	an	existing	tower.	Local	zoning	authorities	and	community	residents	often	oppose	construction	in	their	communities, which	can	delay	or	prevent	new	tower	construction,	new	antenna	installation	or	site	upgrade	projects,	thereby	limiting	our	ability	to	respond	to	tenant	demand.	In addition,	zoning	regulations	can	increase	costs	associated	with	new	tower	construction,	tower	modifications,	and	additions	of	new	antennas	to	a	site	or	site	upgrades. Existing	regulatory	policies	may	adversely	affect	the	associated	timing	or	cost	of	such	projects	and	additional	regulations	may	be	adopted	that	cause	delays	or	result	in additional	costs	to	us.	These	factors	could	materially	and	adversely	affect	our	construction	activities	and	operations.	In	the	United	States,	the	Telecommunications	Act	of 1996	prohibits	any	action	by	state	and	local	authorities	that	would	discriminate	between	different	providers	of	wireless	services	or	ban	altogether	the	construction, modification	or	placement	of	communications	sites.	It	also	prohibits	state	or	local	restrictions	based	on	the	environmental	effects	of	radio	frequency	emissions	to	the extent	the	facilities	comply	with	FCC	regulations.	Further,	in	February	2012,	the	United	States	government	adopted	regulations	requiring	that	local	and	state governments	approve	modifications	or	collocations	that	qualify	as	eligible	facilities	under	the	regulations.

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

Environmental	Matters.	Our	domestic	and	international	operations	are	subject	to	various	national,	state	and	local	environmental	laws	and	regulations,	including those	relating	to	the	management,	use,	storage,	disposal,	emission	and	remediation	of,	and	exposure	to,	hazardous	and	non-hazardous	substances,	materials	and	wastes and	the	siting	of	our	towers.	We	may	be	required	to	obtain	permits,	pay	additional	property	taxes,	comply	with	regulatory	requirements	and	make	certain	informational filings	related	to	hazardous	substances	or	devices	used	to	provide	power	such	as	batteries,	generators	and	fuel	at	our	sites.	Violations	of	these	types	of	regulations	could subject	us	to	fines	or	criminal	sanctions.

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

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

# Competition

We	compete,	both	for	new	business	and	for	the	acquisition	of	assets,	with	other	public	tower	companies,	such	as	Crown	Castle	International	Corp.,	SBA Communications	Corporation	and	GTL	Infrastructure	Limited,	wireless	carrier	tower	consortia	such	as	Indus	Towers	and	private	tower	companies,	independent	wireless carriers,	tower	owners,	broadcasters	and	owners	of	non-communications	sites,	including	rooftops,	utility	towers,	water	towers	and	other	alternative	structures.	We believe	that	site	location	and	capacity,	network	density,	price,	quality	and	speed	of	service	have	been,	and	will	continue	to	be,	significant	competitive	factors	affecting owners,	operators	and	managers	of	communications	sites.

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

# Customer	Demand

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

•	 Domestic	wireless	network	investments.	According	to	industry	data,	aggregate	annual	wireless	capital	spending	in	the	United	States	has	averaged	over $30	billion	over	the	past	three	years,	resulting	in	consistent	demand	for	our	sites.	Demand	for	our	domestic	communications	sites	is	driven	by:

•Increasing	wireless	data	usage,	which	continues	to	incentivize	wireless	service	providers	to	focus	on	network	quality	and	make	incremental investments	in	the	coverage	and	capacity	of	their	networks;

•Subscriber	adoption	of	advanced	wireless	data	applications	such	as	mobile	Internet	and	video,	increasingly	advanced	devices	and	the corresponding	deployments	and	densification	of	advanced	networks	by	wireless	service	providers	to	satisfy	this	incremental	demand	for	high- bandwidth	wireless	data;

•	 Deployment	of	newly	acquired	spectrum;	and

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

As	consumer	demand	for	and	use	of	advanced	wireless	services	in	the	United	States	grow,	wireless	service	providers	may	be	compelled	to	deploy	new	technology and	equipment,	further	increase	the	cell	density	of	their	existing	networks	and	expand	their	network	coverage.

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

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

•In	certain	of	our	international	markets,	increasing	subscriber	adoption	of	wireless	data	applications,	such	as	email,	Internet	and	video;

•Spectrum	auctions,	which	result	in	new	market	entrants,	as	well	as	initial	and	incremental	data	network	deployments;	and

•The	increasing	availability	of	lower	cost	smartphones	internationally.

We	believe	demand	for	our	communications	sites	will	continue	as	wireless	service	providers	seek	to	increase	the	quality,	coverage	area	and	capacity	of	their existing	networks,	while	also	investing	in	next	generation	data	networks.	To	meet	these	network	objectives,	we	believe	wireless	carriers	will	continue	to	outsource	their communications	site	infrastructure	needs	as	a	means	to	accelerate	network	development	and	more	efficiently	use	their	capital,	rather	than	construct	and	operate	their own	communications	sites	and	maintain	their	own	communications	site	operation	and	development	capabilities.	In	addition,	because	our	network	development	services are	complementary	to	our	rental	and	management	business,	we	believe	demand	for	our	network	development	services	will	continue,	consistent	with	industry	trends.

Any	increase	in	the	use	of	network	sharing,	roaming	or	resale	arrangements	by	wireless	service	providers	could	adversely	affect	customer	demand	for	tower space.	These	arrangements	enable	a	provider	to	serve	its	customers	outside	the	provider's	license	area,	to	give	licensed	providers	the	right	to	enter	into	arrangements	to serve	overlapping	license	areas	and	to	permit	non-licensed	providers	to	enter	the	wireless	marketplace.	Consolidation	among	wireless	carriers	could	similarly	impact customer	demand	for	our	communications	sites	because	the	existing	networks	of	wireless	carriers	often	overlap.	In	addition,	wireless	carriers	sharing	their	sites	or permitting	equipment	location	swapping	on	their	sites	with	other	carriers	to	a	significant	degree	could	reduce	demand	for	our	communications	sites.	Further,	our	tenants may	be	subject	to	new	regulatory	policies	from	time	to	time	that	materially	and	adversely	affect	the	demand	for	our	communications	sites.

In	addition,	our	customer	demand	could	be	adversely	affected	by	the	emergence	and	growth	of	new	technologies,	which	could	make	it	possible	for	wireless carriers	to	increase	the	capacity	and	efficiency	of	their	existing	networks	without	the	need	for	incremental	cell	sites.	The	increased	use	of	spectrally	efficient technologies	or	the	availability	of	significant	incremental	spectrum	in	the	marketplace	could	potentially	relieve	a	portion	of	our	tenants'	network	capacity	problems,	and as	a	result,	could	reduce	the	demand	for	tower-based	antenna	space.	Additionally,	certain	complementary	network	technologies,	such	as	small	cell	deployments,	could shift	a	portion	of	our	tenants'	network	investments	away	from	the	traditional	tower-based	networks,	which	may	reduce	the	need	for	carriers	to	add	more	equipment	at certain	communications	sites.

# Employees

As	of	December	31,	2014,	we	employed	2,974	full-time	individuals	and	consider	our	employee	relations	to	be	satisfactory.

# Available	Information

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

We	have	adopted	a	written	Code	of	Ethics	and	Business	Conduct	Policy	(the	"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	"Investor	Relations"	portion	of	our	website.	In	the	event	we	amend	the	Code	of	Conduct,	or	provide	any	waivers	under	the	Code	of Conduct	to	our	directors	or	executive	officers,	we	will	disclose	these	events	on	our	website	as	required	by	the	regulations	of	the	New	York	Stock	Exchange	(the "NYSE")	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,

# ITEM	1A. RISK	FACTORS

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

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

•increased	use	of	network	sharing	without	compensation	to	us,	roaming	or	resale	arrangements	by	wireless	service	providers;

•	 mergers	or	consolidations	among	wireless	service	providers;

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

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

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

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

•the	financial	condition	of	wireless	service	providers;

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

•technological	changes.

Any	downturn	in	the	economy	or	disruption	in	the	financial	and	credit	markets	could	impact	consumer	demand	for	wireless	services.	If	wireless	service subscribers	significantly	reduce	their	minutes	of	use,	or	fail	to	widely	adopt	and	use	wireless	data	applications,	our	wireless	service	provider	tenants	could	experience	a decrease	in	demand	for	their	services.	As	a	result,	our	tenants	may	scale	back	their	capital	expenditure	plans,	which	could	materially	and	adversely	affect	leasing	demand for	our	communications	sites	and	our	network	development	services	business,	which	could	have	a	material	adverse	effect	on	our	business,	results	of	operations	or financial	condition.

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

Extensive	sharing	of	site	infrastructure,	roaming	or	resale	arrangements	among	wireless	service	providers	as	an	alternative	to	leasing	our	communications	sites without	compensation	to	us	may	cause	new	lease	activity	to	slow	if	carriers	utilize	shared	equipment	rather	than	deploy	new	equipment,	or	may	result	in	the decommissioning	of	equipment	on	certain	existing	sites	because	portions	of	the	tenants'	networks	may	become	redundant.	In	addition,	significant	consolidation	among our	tenants	may	materially	and	adversely	affect	our	growth	and	revenues.	Certain	combined	companies	have	rationalized	duplicative	parts	of	their	networks	or modernized	their	networks,	and	these	and	other	tenants	could	determine	not	to	renew	leases	with	us	as	a	result.	Our	ongoing	contractual	revenues	and	our	future	results may	be	negatively	impacted	if	a	significant	number	of	these	leases	are	not	renewed.

# Increasing	competition	for	tenants	in	the	tower	industry	may	materially	and	adversely	affect	our	pricing.

Our	industry	is	highly	competitive	and	our	tenants	have	numerous	alternatives	in	leasing	antenna	space.	Competitive	pricing	for	tenants	on	towers	from competitors	could	materially	and	adversely	affect	our	lease	rates.

We	may	not	be	able	to	renew	existing	tenant	leases	or	enter	into	new	tenant	leases,	or	if	we	are	able	to	renew	or	enter	new	leases,	it	may	be	at	rates	lower	than	our current	rates,	resulting	in	a	material	adverse	impact	on	our	results	of	operations	and	growth	rate.	In	addition,	should	inflation	rates	exceed	our	fixed	escalator	percentages in	markets	where	the	majority	of	our	leases	include	fixed	escalators,	our	income	would	be	adversely	affected.	Increasing	competition	for	tenants	or	significant	increases in	inflation	rates	could	materially	and	adversely	affect	our	business,	results	of	operations	or	financial	condition.

# Competition	for	assets	could	adversely	affect	our	ability	to	achieve	our	return	on	investment	criteria.

We	may	experience	increased	competition,	which	could	make	the	acquisition	of	high	quality	assets	significantly	more	costly.	Some	of	our	competitors	are	larger and	may	have	greater	financial	resources	than	we	do,	while	other	competitors	may	apply	lower	investment	criteria	than	we	do.	In	addition,	we	may	not	anticipate increased	competition	entering	a	particular	market	or	competing	for	the	same	assets.	Higher	prices	for	assets	could	make	it	more	difficult	to	achieve	our	return	on investment	criteria,	which	could	materially	and	adversely	affect	our	business,	results	of	operations	or	financial	condition.

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

Our	business	and	that	of	our	tenants	are	subject	to	federal,	state,	local	and	foreign	regulations.	In	certain	jurisdictions,	these	regulations	could	be	applied	or enforced	retroactively,	which	could	require	that	we	modify	or	dismantle	an	existing	tower.	Zoning	authorities	and	community	organizations	are	often	opposed	to	the construction	in	their	communities,	which	can	delay,	prevent	or	increase	the	cost	of	new	tower	construction,	modifications,	additions	of	new	antennas	to	a	site	or	site upgrades,	thereby	limiting	our	ability	to	respond	to	tenant	demands	and	requirements.	In	addition,	in	certain	foreign	jurisdictions,	we	are	required	to	pay	annual	license fees,	and	these	fees	may	be	subject	to	substantial	increases	by	the	government.	Foreign	jurisdictions	in	which	we	operate	and	currently	are	not	required	to	pay	license fees	may	enact	license	fees,	which	may	apply	retroactively.	In	certain	foreign	jurisdictions,	there	may	be	changes	to	zoning	regulations	or	construction	laws	based	on site	location,	which	may	result	in	increased	costs	to	modify	certain	of	our	existing	towers	or	decreased	revenue	due	to	the	removal	of	certain	towers	to	ensure	compliance with	such	changes.	Existing	regulatory	policies	may	materially	and	adversely	affect	the	associated	timing	or	cost	of	construction	projects	associated	with	our communications	sites	and	additional	regulations	may	be	adopted	that	increase	delays	or	result	in	additional	costs	to	us,	or	that	prevent	such	projects	in	certain	locations. Furthermore,	the	tax	laws,	regulations	and	interpretations	governing	REITs	may	change	at	any	time,	perhaps	with	retroactive	effect.	In	addition,	some	of	these	changes could	have	a	more	significant	impact	on	us	as	compared	to	other	REITs	due	to	the	nature	of	our	business	and	our	use	of	TRSs.	These	factors	could	materially	and adversely	affect	our	business,	results	of	operations	or	financial	condition.	Furthermore,	some	foreign	jurisdictions	have	implemented	regulations	governing	investment funds	or	their	managers,	which	may	be	interpreted	to	apply	to	REITs,	and	there	is	uncertainty	as	to	the	interpretation	and	implementation	of	these	regulations.

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

Our	leverage	could	render	us	unable	to	generate	cash	sufficient	to	pay	when	due	the	principal	of,	interest	on,	or	other	amounts	due	with	respect	to,	our indebtedness.	We	are	also	permitted,	subject	to	certain	restrictions	under	our	existing	indebtedness,	to	draw	down	on	our	credit	facilities	and	obtain	additional	long-term debt	and	working	capital	lines	of	credit	to	meet	future	financing	needs.

Our	leverage	could	have	significant	negative	consequences	to	our	business,	results	of	operations	or	financial	condition,	including:

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

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

•placing	us	at	a	possible	competitive	disadvantage	to	less	leveraged	competitors	and	competitors	that	may	have	better	access	to	capital	resources,	including with	respect	to	acquiring	assets;

•limiting	our	ability	to	obtain	additional	debt	or	equity	financing,	thereby	increasing	our	vulnerability	to	general	adverse	economic	and	industry	conditions;

•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,	REIT	distributions	and	preferred	stock	dividends;

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

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

•limiting	our	ability	to	repurchase	our	common	stock	or	make	distributions	to	our	stockholders.

In	addition,	to	meet	the	REIT	distribution	requirements	and	maintain	our	qualification	and	taxation	as	a	REIT,	we	may	need	to	borrow	funds,	even	if	the	then- prevailing	market	conditions	are	not	favorable,	and	the	REIT	distribution	requirements	may	increase	the	financing	we	need	to	fund	capital	expenditures,	future	growth and	expansion	initiatives.	This	would	increase	our	total	leverage.

# Failure	to	successfully	and	efficiently	integrate	acquired	or	leased	assets,	including	from	the	Proposed	Verizon	Transaction	(the	"Verizon	Assets"),	into	our operations	may	adversely	affect	our	business,	operations	and	financial	condition.

Integrating	acquired	portfolios	of	communications	sites	may	require	significant	resources,	as	well	as	attention	from	our	management	team.	In	addition,	we	may incur	certain	non-recurring	charges	associated	with	the	integration	of	acquired	or	leased	assets	or	businesses	into	our	operations.	Further,	the	significant	acquisition- related	integration	costs	could	materially	and	adversely	affect	our	results	of	operations	in	the	period	in	which	such	charges	are	recorded	or	our	cash	flow	in	the	period	in which	any	related	costs	are	actually	paid.	For	example,	the	integration	of	the	Verizon	Assets,	which	includes	up	to	11,489	towers,	into	our	operations	will	be	a significant	undertaking,	and	we	anticipate	that	we	will	incur	certain	non-recurring	charges	associated	with	the	integration	of	the	Verizon	Assets	into	our	operations, including	costs	for	tasks	such	as	tower	visits	and	audits	and	ground	and	tenant	lease	verifications.	Additional	integration	challenges	include:

•transitioning	all	data	related	to	the	Verizon	Assets,	tenants	and	landlords	to	a	common	information	technology	system;

•successfully	marketing	space	on	the	Verizon	Assets;

•successfully	transitioning	the	ground	lease	rent	payment	and	the	tenant	billing	and	collection	processes;

•retaining	existing	tenants	on	the	Verizon	Assets;	and

•	 maintaining	our	standards,	controls,	procedures	and	policies	with	respect	to	the	Verizon	Assets.

Additionally,	we	may	fail	to	successfully	integrate	the	assets	we	acquire	or	fail	to	utilize	such	assets	to	their	full	capacity.	If	we	are	not	able	to	meet	these integration	challenges,	we	may	not	realize	the	benefits	we	expect	from	our	acquired	portfolios	and	businesses,	including	the	Proposed	Verizon	Transaction,	and	our business,	financial	condition	and	results	of	operations	will	be	adversely	affected.

# Our	expansion	initiatives	involve	a	number	of	risks	and	uncertainties	that	could	adversely	affect	our	operating	results,	disrupt	our	operations	or	expose	us	to additional	risk.

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

Furthermore,	our	international	expansion	initiatives	are	subject	to	additional	risks	such	as	those	described	in	the	risk	factor	immediately	below,	some	of	which may	require	additional	resources	and	personnel.

In	addition,	as	a	result	of	prior	acquisitions,	we	have	a	substantial	amount	of	intangible	assets	and	goodwill.	In	accordance	with	accounting	principles	generally accepted	in	the	United	States	("GAAP"),	we	are	required	to	assess	our	goodwill	and	other	intangible	assets	annually	or	more	frequently	in	the	event	of	circumstances indicating	potential	impairment	to	determine	if	they	are	impaired.	If	the	testing	performed	indicates	that	an	asset	may	not	be	recoverable,	we	are	required	to	record	a non-cash	impairment	charge	for	the	difference	between	the	carrying	value	of	the	goodwill	or	other	intangible	assets	and	the	implied	fair	value	of	the	goodwill	or	the estimated	fair	value	of	other	intangible	assets	in	the	period	the	determination	is	made.

Our	expansion	initiatives	may	not	be	successful	or	we	may	be	required	to	record	impairment	charges	for	our	goodwill	or	for	other	intangible	assets,	which	could have	a	material	adverse	effect	on	our	business,	results	of	operations	or	financial	condition.

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

Our	international	business	operations	and	our	expansion	into	new	markets	in	the	future	could	result	in	adverse	financial	consequences	and	operational	problems not	typically	experienced	in	the	United	States.	We	anticipate	that	our	revenues	from	our	international	operations	will	continue	to	grow.	Accordingly,	our	business	is subject	to	risks	associated	with	doing	business	internationally,	including:

•changes	to	existing	or	new	tax	laws	or	methodologies	impacting	our	international	operations,	or	fees	directed	specifically	at	the	ownership	and	operation	of communications	sites	or	our	international	acquisitions,	any	of	which	may	be	applied	or	enforced	retroactively;

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

•changes	in	a	specific	country's	or	region's	political	or	economic	conditions,	including	inflation	or	currency	devaluation;

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

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

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

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

•	 material	site	security	issues;

•significant	license	surcharges;

•increases	in	the	cost	of	labor	(as	a	result	of	unionization	or	otherwise),	power	and	other	goods	and	services	required	for	our	operations;

•price	setting	or	other	similar	laws	for	the	sharing	of	passive	infrastructure;	and

•uncertain	or	inconsistent	laws,	regulations,	rulings	or	results	from	legal	or	judicial	systems,	which	may	be	enforced	retroactively,	and	delays	in	the	judicial process.

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

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

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

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

A	substantial	portion	of	our	total	operating	revenues	is	derived	from	a	small	number	of	tenants.	If	any	of	these	tenants	is	unwilling	or	unable	to	perform	its obligations	under	our	agreements	with	it,	our	revenues,	results	of	operations,	financial	condition	and	liquidity	could	be	materially	and	adversely	affected.	In	the	ordinary course	of	our	business,	we	do	occasionally	experience	disputes	with	our	tenants,	generally	regarding	the	interpretation	of	terms	in	our	leases.	Historically,	we	have resolved	these	disputes	in	a	manner	that	did	not	have	a	material	adverse	effect	on	us	or	our	tenant	relationships.	However,	it	is	possible	that	such	disputes	could	lead	to	a termination	of	our	leases	with	tenants	or	a	material	modification	of	the	terms	of	those	leases,	either	of	which	could	have	a	material	adverse	effect	on	our	business,	results of	operations	or	financial	condition.	If	we	are	forced	to	resolve	any	of	these	disputes	through	litigation,	our	relationship	with	the	applicable	tenant	could	be	terminated	or damaged,	which	could	lead	to	decreased	revenue	or	increased	costs,	resulting	in	a	corresponding	adverse	effect	on	our	business,	results	of	operations	or	financial condition.

Due	to	the	long-term	nature	of	our	tenant	leases,	we	depend	on	the	continued	financial	strength	of	our	tenants.	Many	wireless	service	providers	operate	with substantial	leverage.	Sometimes	our	tenants,	or	their	parent	companies,	face	financial	difficulty	or	file	for	bankruptcy.

In	addition,	many	of	our	tenants	and	potential	tenants	rely	on	capital	raising	activities	to	fund	their	operations	and	capital	expenditures,	which	may	be	more difficult	or	expensive	in	the	event	of	downturns	in	the	economy	or	disruptions	in	the	financial	and	credit	markets.	If	our	tenants	or	potential	tenants	are	unable	to	raise 15

adequate	capital	to	fund	their	business	plans,	they	may	reduce	their	spending,	which	could	materially	and	adversely	affect	demand	for	our	communications	sites	and	our network	development	services	business.	If,	as	a	result	of	a	prolonged	economic	downturn	or	otherwise,	one	or	more	of	our	significant	tenants	experienced	financial difficulties	or	filed	for	bankruptcy,	it	could	result	in	uncollectible	accounts	receivable	and	an	impairment	of	our	deferred	rent	asset,	tower	asset,	network	location intangible	asset	or	customer-related	intangible	asset.	The	loss	of	significant	tenants,	or	the	loss	of	all	or	a	portion	of	our	anticipated	lease	revenues	from	certain	tenants, could	have	a	material	adverse	effect	on	our	business,	results	of	operations	or	financial	condition.

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

The	development	and	implementation	of	new	technologies	designed	to	enhance	the	efficiency	of	wireless	networks	or	changes	in	a	tenant's	business	model	could reduce	the	need	for	tower-based	wireless	services,	decrease	demand	for	tower	space	or	reduce	previously	obtainable	lease	rates.	In	addition,	tenants	may	have	less	of their	budgets	allocated	to	lease	space	on	our	towers,	as	the	industry	is	trending	towards	deploying	increased	capital	to	the	development	and	implementation	of	new technologies.	Examples	of	these	technologies	include	spectrally	efficient	technologies,	which	could	relieve	a	portion	of	our	tenants'	network	capacity	needs	and	as	a result,	could	reduce	the	demand	for	tower-based	antenna	space.	Additionally,	certain	small	cell	complementary	network	technologies	could	shift	a	portion	of	our	tenants' network	investments	away	from	the	traditional	tower-based	networks,	which	may	reduce	the	need	for	carriers	to	add	more	equipment	at	certain	communications	sites. Moreover,	the	emergence	of	alternative	technologies	could	reduce	the	need	for	tower-based	broadcast	services	transmission	and	reception.	Further,	a	tenant	may	decide to	no	longer	outsource	tower	infrastructure	or	otherwise	change	its	business	model,	which	would	result	in	a	decrease	in	our	revenue.	The	development	and implementation	of	any	of	these	and	similar	technologies	to	any	significant	degree	or	changes	in	a	tenant's	business	model	could	have	a	material	adverse	effect	on	our business,	results	of	operations	or	financial	condition.

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

Effective	for	the	taxable	year	beginning	January	1,	2012,	we	began	operating	as	a	REIT	for	federal	income	tax	purposes.	If	we	fail	to	remain	qualified	as	a	REIT, we	will	be	taxed	at	corporate	income	tax	rates	unless	certain	relief	provisions	apply.

Qualification	as	a	REIT	requires	the	application	of	certain	highly	technical	and	complex	provisions	of	the	Internal	Revenue	Code	of	1986,	as	amended	(the "Code"),	which	provisions	may	change	from	time	to	time,	to	our	operations	as	well	as	various	factual	determinations	concerning	matters	and	circumstances	not	entirely within	our	control.	Further,	tax	reform	proposals,	if	enacted,	may	adversely	affect	our	ability	to	remain	qualified	as	a	REIT	or	the	benefits	of	remaining	so	qualified. There	are	limited	judicial	or	administrative	interpretations	of	the	relevant	provisions	of	the	Code.

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

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

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

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

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

investments	to	pay	any	additional	tax	liability.	Accordingly,	funds	available	for	investment,	operations	and	distribution	would	be	reduced.

Furthermore,	as	a	result	of	our	acquisition	of	MIP	Tower	Holdings	LLC	("MIPT"),	we	own	an	interest	in	a	subsidiary	REIT.	The	subsidiary	REIT	is independently	subject	to,	and	must	comply	with,	the	same	REIT	requirements	that	we	must	satisfy	in	order	to	qualify	as	a	REIT,	together	with	all	other	rules	applicable to	REITs.	If	the	subsidiary	REIT	fails	to	qualify	as	a	REIT,	and	certain	relief	provisions	do	not	apply,	then	(i)	the	subsidiary	REIT	would	become	subject	to	federal income	tax,	(ii)	the	subsidiary	REIT	will	be	disqualified	from	treatment	as	a	REIT	for	the	four	taxable	years	immediately	following	the	year	during	which	qualification was	lost,	(iii)	our	ownership	of	shares	in	such	subsidiary	REIT	will	cease	to	be	a	qualifying	asset	for	purposes	of	the	asset	tests	applicable	to	REITs	and	any	dividend income	or	gains	derived	by	us	from	such	subsidiary	REIT	may	cease	to	be	treated	as	income	that	qualifies	for	purposes	of	the	75%	gross	income	test	and	(iv)	we	may fail	certain	of	the	asset	tests	applicable	to	REITs,	in	which	event	we	will	fail	to	qualify	as	a	REIT	unless	we	are	able	to	avail	ourselves	of	specified	relief	provisions.

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

Our	use	of	TRSs	enables	us	to	engage	in	non-REIT	qualifying	business	activities.	Under	the	Code,	no	more	than	25%	of	the	value	of	the	assets	of	a	REIT	may	be represented	by	securities	of	one	or	more	TRSs	and	other	non-qualifying	assets.	This	limitation	may	hinder	our	ability	to	make	certain	attractive	investments,	including the	purchase	of	non-qualifying	assets,	the	expansion	of	non-real	estate	activities	and	investments	in	the	businesses	to	be	conducted	by	our	TRSs,	and	to	that	extent	limit our	opportunities	and	our	flexibility	to	change	our	business	strategy.

Specifically,	this	limitation	may	affect	our	ability	to	make	additional	investments	in	our	managed	networks	business	or	network	development	services	segment	as currently	structured	and	operated,	in	other	non-REIT	qualifying	operations	or	assets,	or	in	international	operations	conducted	through	TRSs	that	we	do	not	elect	to	bring into	the	REIT	structure.	Further,	acquisition	opportunities	in	domestic	and	international	markets	may	be	adversely	affected	if	we	need	or	require	the	target	company	to comply	with	certain	REIT	requirements	prior	to	closing.

Further,	as	a	REIT,	we	must	distribute	to	our	stockholders	an	amount	equal	to	at	least	90%	of	the	REIT	taxable	income	(determined	before	the	deduction	for distributed	earnings	and	excluding	any	net	capital	gain).	To	meet	our	annual	distribution	requirements,	we	may	be	required	to	distribute	amounts	that	may	otherwise	be used	for	our	operations,	including	amounts	that	may	otherwise	be	invested	in	future	acquisitions,	capital	expenditures	or	repayment	of	debt.	As	no	more	than	25%	of	our gross	income	may	consist	of	dividend	income	from	our	TRSs	and	other	non-qualifying	types	of	income,	our	ability	to	receive	distributions	from	our	TRSs	may	be limited	and	may	impact	our	ability	to	fund	distributions	to	our	stockholders	or	to	use	income	of	our	TRSs	to	fund	other	investments.

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

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

We	are	subject	to	certain	federal,	state,	local	and	foreign	taxes	on	our	income	and	assets,	including	alternative	minimum	taxes,	taxes	on	any	undistributed	income and	state,	local	or	foreign	income,	franchise,	property	and	transfer	taxes.	Any	of	these	taxes	decrease	our	earnings	and	our	available	cash.

We	are	also	subject	to	the	continuous	examination	of	our	income	tax	returns	by	the	U.S.	Internal	Revenue	Service	and	state,	local	and	foreign	tax	authorities.	The results	of	an	audit	and	examination	of	previously	filed	tax	returns	and	continuing	assessments	of	our	tax	exposures	may	have	an	adverse	effect	on	our	provision	for income	taxes	and	cash	tax	liability.

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

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

To	fund	capital	expenditures,	future	growth	and	expansion	initiatives	and	to	satisfy	our	REIT	distribution	requirements,	we	may	need	to	raise	additional	capital through	financing	activities,	asset	sales	or	equity	issuances.	We	anticipate	that	we	may	need	to	obtain	additional	sources	of	capital	in	the	future	to	fund	capital expenditures,	future	growth	and	expansion	initiatives	and	satisfy	our	REIT	distribution	requirements.	Depending	on	market	conditions,	we	may	seek	to	raise	capital through	credit	facilities	or	debt	or	equity	offerings.	An	increase	in	our	outstanding	debt	could	lead	to	a	downgrade	of	our	credit	rating.	A	downgrade	of	our	credit	rating below	investment	grade	could	negatively	impact	our	ability	to	access	credit	markets	or	preclude	us	from	obtaining	funds	on	investment	grade	terms	and	conditions. Further,	certain	of	our	current	debt	instruments	limit	the	amount	of	indebtedness	we	and	our	subsidiaries	may	incur.	Additional	financing,	therefore,	may	be	unavailable, more	expensive	or	restricted	by	the	terms	of	our	outstanding	indebtedness.	If	we	are	unable	to	raise	capital	when	our	needs	arise,	we	may	not	be	able	to	fund	our	capital expenditures,	future	growth	and	expansion	initiatives	or	satisfy	our	REIT	distribution	requirements.

# 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	towers, which	can	affect	our	ability	to	access	and	operate	tower	sites.	Further,	for	various	reasons,	landowners	may	not	want	to	renew	their	ground	agreements	with	us,	they	may lose	their	rights	to	the	land,	or	they	may	transfer	their	land	interests	to	third	parties,	including	ground	lease	aggregators,	which	could	affect	our	ability	to	renew	ground agreements	on	commercially	viable	terms.	A	significant	number	of	the	communications	sites	in	our	portfolio	are	located	on	land	we	lease	pursuant	to	operating	leases, and	the	ground	leases	for	these	sites	have	a	final	expiration	date	of	2024	and	beyond.	Further,	for	various	reasons,	title	to	property	interests	in	some	of	the	foreign jurisdictions	in	which	we	operate	may	not	be	as	certain	as	title	to	our	property	interests	in	the	United	States.	Our	inability	to	protect	our	rights	to	the	land	under	our towers	may	have	a	material	adverse	effect	on	our	business,	results	of	operations	or	financial	condition.

# 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	will	be	eliminated.

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

Restrictive	covenants	in	the	agreements	related	to	our	securitization	transactions,	our	credit	facilities	and	our	debt	securities	could	materially	and	adversely	affect our	business	by	limiting	flexibility,	and	we	may	be	prohibited	from	paying	dividends	on	our	common	stock	if	we	fail	to	pay	scheduled	dividends	on	our	preferred stock,	which	may	jeopardize	our	qualification	for	taxation	as	a	REIT.

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

The	agreements	for	our	credit	facilities	also	contain	restrictive	covenants	and	leverage	and	other	financial	maintenance	tests	that	could	limit	our	ability	to	take various	actions,	including	incurring	additional	debt,	guaranteeing	indebtedness	or	making	distributions	to	stockholders,	and	engaging	in	various	types	of	transactions, including	mergers,	acquisitions	and	sales	of	assets.	Additionally,	our	debt	agreements	restrict	our	and	our	subsidiaries'	ability	to	incur	liens	securing	our	or	their indebtedness.	These	covenants	could	have	an	adverse	effect	on	our	business	by	limiting	our	ability	to	take	advantage	of	financing,	new	tower	development,	mergers	and acquisitions	or	other	opportunities.	If	these	limits	prevent	us	from	satisfying	our	REIT	distribution	requirements,	we	could	fail	to	qualify	for	taxation	as	a	REIT.	Even	if these	limits	do	not	jeopardize	our	qualification	for	taxation	as	a	REIT,	they	may	prevent	us	from	distributing	100%	of	our	REIT	taxable	income,	making	us	subject	to federal	corporate	income	tax,	and	potentially	a	nondeductible	excise	tax,	on	the	retained	amounts.

Further,	reporting	and	information	covenants	in	our	credit	agreements	and	indentures	require	that	we	provide	financial	and	operating	information	within	certain time	periods.	If	we	are	unable	to	timely	provide	the	required	information,	we	would	be	in	breach	of	these	covenants.	For	more	information	regarding	the	covenants	and requirements	discussed	above,	please	see	Item	7	of	this	Annual	Report	under	the	caption	"Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of Operations—Liquidity	and	Capital	Resources—Factors	Affecting	Sources	of	Liquidity"	and	note	8	to	our	consolidated	financial	statements	included	in	this	Annual Report.

Further,	the	terms	of	our	preferred	stock	provide	that,	unless	full	cumulative	dividends	have	been	paid	or	set	aside	for	payment	on	all	outstanding	preferred	stock for	all	prior	dividend	periods,	no	dividends	may	be	declared	or	paid	on	our	common	stock.	A	failure	to	pay	dividends	on	both	our	preferred	and	our	common	stock might	jeopardize	our	qualification	for	taxation	as	a	REIT	for	federal	income	tax	purposes.	For	more	information	on	the	terms	of	our	preferred	stock,	see	note	16	to	our consolidated	financial	statements	included	in	this	Annual	Report.

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

Public	perception	of	possible	health	risks	associated	with	cellular	and	other	wireless	communications	technology	could	slow	the	growth	of	wireless	companies, which	could	in	turn	slow	our	growth.	In	particular,	negative	public	perception	of,	and	regulations	regarding,	these	perceived	health	risks	could	undermine	the	market acceptance	of	wireless	communications	services	and	increase	opposition	to	the	development	and	expansion	of	tower	sites.	If	a	scientific	study	or	court	decision	resulted in	a	finding	that	radio	frequency	emissions	pose	health

risks	to	consumers,	it	could	negatively	impact	our	tenants	and	the	market	for	wireless	services,	which	could	materially	and	adversely	affect	our	business,	results	of operations	or	financial	condition.	We	do	not	maintain	any	significant	insurance	with	respect	to	these	matters.

# We	could	have	liability	under	environmental	and	occupational	safety	and	health	laws.

Our	operations	are	subject	to	the	requirements	of	various	federal,	state,	local	and	foreign	environmental	and	occupational	safety	and	health	laws	and	regulations, including	those	relating	to	the	management,	use,	storage,	disposal,	emission	and	remediation	of,	and	exposure	to,	hazardous	and	non-hazardous	substances,	materials	and wastes.	As	the	owner,	lessee	or	operator	of	real	property	and	facilities,	we	may	be	liable	for	substantial	costs	of	investigation,	removal	or	remediation	of	soil	and groundwater	contaminated	by	hazardous	materials,	and	for	damages	and	costs	relating	to	off-site	migration	of	hazardous	materials,	without	regard	to	whether	we,	as	the owner,	lessee	or	operator,	knew	of,	or	were	responsible	for,	the	contamination.	We	may	also	be	liable	for	certain	costs	of	remediating	contamination	at	third-party	sites to	which	we	sent	waste	for	disposal,	even	if	the	original	disposal	may	have	complied	with	all	legal	requirements	at	the	time.	Many	of	these	laws	and	regulations	contain information	reporting	and	record	keeping	requirements.	We	may	not	be	at	all	times	in	compliance	with	all	environmental	requirements.	We	may	be	subject	to	potentially significant	fines	or	penalties	if	we	fail	to	comply	with	any	of	these	requirements.	The	requirements	of	these	laws	and	regulations	are	complex,	change	frequently	and could	become	more	stringent	in	the	future.	In	certain	jurisdictions	these	laws	and	regulations	could	be	applied	or	enforced	retroactively.	It	is	possible	that	these requirements	will	change	or	that	liabilities	will	arise	in	the	future	in	a	manner	that	could	have	a	material	adverse	effect	on	our	business,	results	of	operations	or	financial condition.

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

Our	towers	are	subject	to	risks	associated	with	natural	disasters,	such	as	ice	and	wind	storms,	tornadoes,	floods,	hurricanes	and	earthquakes,	as	well	as	other unforeseen	events,	such	as	acts	of	terrorism.	Any	damage	or	destruction	to	our	towers	or	data	centers,	or	certain	unforeseen	events,	may	impact	our	ability	to	provide services	to	our	tenants.

As	part	of	our	normal	business	activities,	we	rely	on	information	technology	and	other	computer	resources	to	carry	out	important	operational	activities	and	to maintain	our	business	records.	Our	computer	systems	could	fail	on	their	own	accord	and	are	subject	to	interruption	or	damage	from	power	outages,	computer	and telecommunications	failures,	computer	viruses,	security	breaches	(including	through	cyber	attack	and	data	theft),	usage	errors,	catastrophic	events	such	as	natural disasters	and	other	events	beyond	our	control.	Although	we	have	disaster	recovery	programs	and	security	measures	in	place,	if	our	computer	systems	and	our	backup systems	are	compromised,	degraded,	damaged,	or	breached,	or	otherwise	cease	to	function	properly,	we	could	suffer	interruptions	in	our	operations	or	unintentionally allow	misappropriation	of	proprietary	or	confidential	information	(including	information	about	our	tenants	or	landlords),	which	could	damage	our	reputation	and	require us	to	incur	significant	costs	to	remediate	or	otherwise	resolve	these	issues.

While	we	maintain	insurance	coverage	for	natural	disasters,	we	may	not	have	adequate	insurance	to	cover	the	associated	costs	of	repair	or	reconstruction	for	a major	future	event.	Further,	we	carry	business	interruption	insurance,	but	our	insurance	may	not	adequately	cover	all	of	our	lost	revenue,	including	from	new	tenants that	could	have	been	added	to	our	towers	but	for	the	event.	If	we	are	unable	to	provide	services	to	our	tenants,	it	could	lead	to	tenant	loss,	resulting	in	a	corresponding material	adverse	effect	on	our	business,	results	of	operations	or	financial	condition.

# ITEM	1B. UNRESOLVED	STAFF	COMMENTS

None.

# ITEM	2. PROPERTIES

Details	of	each	of	our	principal	offices	as	of	December	31,	2014	are	provided	below:

| Miami,	FL<br>Atlanta,	GA<br>Marlborough,	MA<br>Woburn,	MA<br>Cary,	NC | Latin	America	Operations	Center<br>US	Tower	Division	Accounting	Headquarters,	Network<br>Development,	Network	Operations	and	Program	Management	Office<br>Field	Personnel<br>Information	Technology	Headquarters<br>US	Tower	Division	Headquarters,	Lease	Administration,	Site<br>Leasing	Management	and	Broadcast	Division	Headquarters<br>US	Tower	Division,	Network	Operations	Center	and	Engineering<br>Services	Headquarters | 6,300<br>21,400<br>20,500<br>149,500<br>43,400 | Leased<br>Leased<br>Leased<br>Owned(1)<br>Owned(2) |
| :--- | :--- | :--- | :--- |
| International\tOffices |  |  |  |
| Sao\tPaulo,\tBrazil | Brazil\tHeadquarters | 24,200 | Leased |
| Santiago,\tChile | Chile\tHeadquarters | 9,200 | Leased |
| Bogota,\tColombia | Colombia\tHeadquarters | 13,800 | Leased |
| San\tJose,\tCosta\tRica | Costa\tRica\tHeadquarters | 2,400 | Leased |
| Düsseldorf,\tGermany | Germany\tHeadquarters | 8,400 | Leased(3) |
| Accra,\tGhana | Ghana\tHeadquarters | 18,500 | Leased |
| Delhi,\tIndia | India\tHeadquarters | 7,200 | Leased |
| Mumbai,\tIndia | India\tOperations\tCenter | 13,600 | Leased |
| Mexico\tCity,\tMexico | Mexico\tHeadquarters | 32,700 | Leased |
| Lima,\tPeru | Peru\tHeadquarters | 3,700 | Leased |
| Johannesburg,\tSouth\tAfrica | South\tAfrica\tHeadquarters | 16,100 | Leased |
| Kampala,\tUganda | Uganda\tHeadquarters | 8,800 | Leased |

(1) The	Woburn	facility	is	approximately	163,200	square	feet.	Currently,	our	offices	occupy	approximately	149,500	square	feet.	We	lease	the	remaining	space	to unaffiliated	tenants.

(2) The	Cary	facility	is	approximately	48,300	square	feet.	Currently,	our	offices	occupy	approximately	43,400	square	feet.	We	lease	the	remaining	space	to	an unaffiliated	tenant.

(3) We	lease	two	office	spaces	that	together	occupy	an	aggregate	of	approximately	8,400	square	feet.

In	addition	to	the	principal	offices	set	forth	above,	we	maintain	offices	in	the	geographic	areas	we	serve	through	which	we	operate	our	tower	leasing	and	services businesses,	as	well	as	an	office	through	which	we	pursue	international	business	development	initiatives.	We	believe	that	our	owned	and	leased	facilities	are	suitable	and adequate	to	meet	our	anticipated	needs.

As	of	December	31,	2014,	we	owned	and	operated	a	portfolio	of	75,594	communications	sites	in	the	United	States,	Brazil,	Chile,	Colombia,	Costa	Rica, Germany,	Ghana,	India,	Mexico,	Peru,	South	Africa	and	Uganda.	In	November	2014,	we	signed	an	agreement	to	acquire	communications	sites	in	Nigeria.	See	the	table in	Item	7	of	this	Annual	Report,	under	the	caption	"Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations—Executive	Overview"	for more	detailed	information	on	the	geographic	locations	of	our	communications	sites.	In	addition,	we	own	property	interests	that	we	lease	to	communications	service providers	and	third-party	tower	operators	in	the	United	States,	which	are	included	in	our	domestic	rental	and	management	segment.

Domestic	Rental	and	Management	Segment.	Our	interests	in	our	domestic	communications	sites	are	comprised	of	a	variety	of	ownership	interests,	including	leases created	by	long-term	ground	lease	agreements,

easements,	licenses	or	rights-of-way	granted	by	government	entities.	Pursuant	to	the	loan	agreement	for	the	securitization	transaction	completed	in	March	2013	(the "Securitization"),	5,195	towers	in	the	United	States	are	subject	to	mortgages,	deeds	of	trust	and	deeds	to	secure	the	loan	as	of	December	31,	2014.	In	addition,	1,517 property	interests	in	the	United	States	are	subject	to	mortgages	and	deeds	of	trust	to	secure	three	separate	classes	of	Secured	Cellular	Site	Revenue	Notes	(the	"Unison Notes")	assumed	in	connection	with	the	acquisition	of	certain	legal	entities	from	Unison	Holdings	LLC	and	Unison	Site	Management	II,	L.L.C.	(the	"Unison Acquisition").	In	connection	with	our	acquisition	of	MIPT,	a	private	REIT	and	parent	company	to	Global	Tower	Partners	("GTP"),	we	assumed	approximately	$1.49 billion	principal	amount	of	existing	indebtedness	under	six	series,	consisting	of	eleven	separate	classes,	of	Secured	Tower	Revenue	Notes	issued	by	certain	subsidiaries of	GTP	in	several	securitization	transactions,	of	which	we	repaid	one	series,	consisting	of	two	classes,	in	August	2014	(the	remaining	notes,	the	"GTP	Notes").	The	GTP Notes	are	secured	by,	among	other	things,	2,845	towers	and	1,035	property	interests	and	other	related	assets.

A	typical	domestic	tower	site	consists	of	a	compound	enclosing	the	tower	site,	a	tower	structure	and	one	or	more	equipment	shelters	that	house	a	variety	of transmitting,	receiving	and	switching	equipment.	The	principal	types	of	our	domestic	towers	are	guyed,	self-supporting	lattice	and	monopole.

•	 A	guyed	tower	includes	a	series	of	cables	attaching	separate	levels	of	the	tower	to	anchor	foundations	in	the	ground	and	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	self-supporting	lattice	tower	typically	tapers	from	the	bottom	up	and	usually	has	three	or	four	legs.	A	lattice	tower	can	reach	heights	of	up	to	1,000	feet. Depending	on	the	height	of	the	tower,	a	lattice	tower	site	for	a	typical	wireless	communications	tower	can	consist	of	a	tract	of	land	of	10,000	square	feet	for a	rural	site	or	fewer	than	2,500	square	feet	for	a	metropolitan	site.

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

International	Rental	and	Management	Segment.	Our	interests	in	our	international	communications	sites	are	comprised	of	a	variety	of	ownership	interests, including	leases	created	by	long-term	ground	lease	agreements,	easements,	licenses	or	rights-of-way	granted	by	private	or	government	entities.	Our	financings	in Colombia	and	South	Africa	are	secured	by	an	aggregate	of	5,220	towers.

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

Ground	Leases.	Of	the	75,164	towers	in	our	portfolio	as	of	December	31,	2014,	approximately	88%	were	located	on	land	we	lease.	Typically,	we	seek	to	enter ground	leases	with	terms	of	twenty	to	twenty-five	years,	which	are	comprised	of	initial	terms	of	approximately	five	to	ten	years	with	one	or	more	automatic	or exercisable	renewal	periods.	As	a	result,	approximately	70%	of	the	ground	agreements	for	our	sites	have	a	final	expiration	date	of	2024	and	beyond.

Tenants.	Our	tenants	are	primarily	wireless	service	providers,	broadcasters	and	other	communications	service	providers.	As	of	December	31,	2014,	our	four	top tenants	by	total	revenue	were	AT&T	Mobility	(20%),	Sprint	Nextel	(15%),	Verizon	Wireless	(11%)	and	T-Mobile	USA	(10%).	In	general,	our	tenant	leases	have	an initial	non-cancellable	term	of	ten	years,	with	multiple	renewal	terms.	As	a	result,	approximately	71%	of	our	current	tenant	leases	have	a	renewal	date	of	2020	or	beyond.

# ITEM	3. LEGAL	PROCEEDINGS

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

# ITEM	4. MINE	SAFETY	DISCLOSURES

# PART	II

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

The	following	table	presents	reported	quarterly	high	and	low	per	share	sale	prices	of	our	common	stock	on	the	NYSE	for	the	years	2014	and	2013.

# Dividends

As	a	REIT,	we	must	annually	distribute	to	our	stockholders	an	amount	equal	to	at	least	90%	of	our	REIT	taxable	income	(determined	before	the	deduction	for distributed	earnings	and	excluding	any	net	capital	gain).	Generally,	we	have	distributed	and	expect	to	continue	to	distribute	all	or	substantially	all	of	our	REIT	taxable income	after	taking	into	consideration	our	net	operating	loss	carryforwards	("NOLs").

In	May	2014	we	issued	the	Mandatory	Convertible	Preferred	Stock	and	subsequently	began	paying	dividends	pursuant	to	the	terms	thereof.	For	more	information on	the	Mandatory	Convertible	Preferred	Stock,	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."

The	amount,	timing	and	frequency	of	future	distributions	will	be	at	the	sole	discretion	of	our	Board	of	Directors	and	will	be	declared	based	upon	various	factors,	a number	of	which	may	be	beyond	our	control,	including	our	financial	condition	and	operating	cash	flows,	the	amount	required	to	maintain	our	qualification	for	taxation as	a	REIT	and	reduce	any	income	and	excise	taxes	that	we	otherwise	would	be	required	to	pay,	limitations	on	distributions	in	our	existing	and	future	debt	and	preferred equity	instruments,	our	ability	to	utilize	NOLs	to	offset	our	distribution	requirements,	limitations	on	our	ability	to	fund	distributions	using	cash	generated	through	our TRSs	and	other	factors	that	our	Board	of	Directors	may	deem	relevant.

Since	our	conversion	to	a	REIT	in	2012,	we	have	distributed	an	aggregate	of	approximately	$1.3	billion	to	our	common	stockholders,	including	approximately $150.7	million	paid	in	January	2015.	These	distributions	are	primarily	taxed	as	ordinary	income.

During	the	year	ended	December	31,	2014,	we	declared	the	following	cash	distributions:

During	the	year	ended	December	31,	2013,	we	declared	and	paid	the	following	cash	distributions:

# Performance	Graph

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

The	following	graph	compares	the	cumulative	total	stockholder	return	on	our	common	stock	with	the	cumulative	total	return	of	the	S&P	500	Index,	the	Dow Jones	U.S.	Telecommunications	Equipment	Index	and	the	FTSE	NAREIT	All	Equity	REITs	Index.	The	performance	graph	assumes	that	on	December	31,	2009,	$100 was	invested	in	each	of	our	common	stock,	the	S&P	500	Index,	the	Dow	Jones	U.S.	Telecommunications	Equipment	Index	and	the	FTSE	NAREIT	All	Equity	REITs Index.	The	cumulative	return	shown	in	the	graph	assumes	reinvestment	of	all	dividends.	The	performance	of	our	common	stock	reflected	below	is	not	necessarily indicative	of	future	performance.

|  |  |  | Cumulative	Total	Returns | Cumulative	Total	Returns |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 12/09 | 12/10 | 12/11 | 12/12 | 12/13 | 12/14 |
| American\tTower\tCorporation | $100.00 | $119.51 | $139.72 | $182.24 | $190.97 | $240.17 |
| S&amp;P\t500\tIndex | \t 100.00 | \t 115.06 | \t 117.49 | \t 136.30 | \t 180.44 | \t 205.14 |
| Dow\tJones\tU.S.\tTelecommunications\tEquipment\tIndex | \t 100.00 | \t 103.30 | 95.14 | \t 104.42 | \t 126.80 | \t 146.09 |
| FTSE\tNAREIT\tAll\tEquity\tREITs\tIndex | \t 100.00 | \t 127.95 | \t 138.55 | \t 165.84 | \t 170.58 | \t 218.38 |

# ITEM	6. SELECTED	FINANCIAL	DATA

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

Year-over-year	comparisons	are	significantly	affected	by	our	acquisitions,	dispositions	and	construction	of	towers.	Our	acquisition	of	MIPT,	which	closed	in October	2013,	significantly	impacts	the	comparability	of	reported	results	between	periods.	Our	principal	acquisitions	are	described	in	note	6	to	our	consolidated financial	statements	included	in	this	Annual	Report.

|  |  | Year	Ended	December	31, | Year	Ended	December	31, |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2014 | 2013 | 2012 | 2011 | 2010 |
|  |  | (In\tthousands,\texcept\tper\tshare\tdata) | (In\tthousands,\texcept\tper\tshare\tdata) | (In\tthousands,\texcept\tper\tshare\tdata) |  |
| Statements\tof\tOperations\tData: |  |  |  |  |  |
| Revenues: |  |  |  |  |  |
| Rental\tand\tmanagement | $4,006,854 | $3,287,090 | $2,803,490 | $2,386,185 | $1,936,373 |
| Network\tdevelopment\tservices | 93,194 | 74,317 | 72,470 | 57,347 | 48,962 |
| Total\toperating\trevenues | 4,100,048 | 3,361,407 | 2,875,960 | 2,443,532 | 1,985,335 |
| Operating\texpenses: |  |  |  |  |  |
| Cost\tof\toperations\t(exclusive\tof\titems\tshown\tseparately\tbelow) |  |  |  |  |  |
| Rental\tand\tmanagement(1) | 1,056,177 | 828,742 | 686,681 | 590,272 | 447,629 |
| Network\tdevelopment\tservices(2) | 38,088 | 31,131 | 35,798 | 30,684 | 26,957 |
| Depreciation,\tamortization\tand\taccretion | 1,003,802 | 800,145 | 644,276 | 555,517 | 460,726 |
| Selling,\tgeneral,\tadministrative\tand\tdevelopment\texpense(3) | 446,542 | 415,545 | 327,301 | 288,824 | 229,769 |
| Other\toperating\texpenses | 68,517 | 71,539 | 62,185 | 58,103 | 35,876 |
| Total\toperating\texpenses | 2,613,126 | 2,147,102 | 1,756,241 | 1,523,400 | 1,200,957 |
| Operating\tincome | 1,486,922 | 1,214,305 | 1,119,719 | 920,132 | 784,378 |
| Interest\tincome,\tTV\tAzteca,\tnet | 10,547 | 22,235 | 14,258 | 14,214 | 14,212 |
| Interest\tincome | 14,002 | 9,706 | 7,680 | 7,378 | 5,024 |
| Interest\texpense | (580,234) | (458,296) | (401,665) | (311,854) | (246,018) |
| Loss\ton\tretirement\tof\tlong-term\tobligations | (3,473) | (38,701) | (398) | — | (1,886) |
| Other\t(expense)\tincome(4) | (62,060) | (207,500) | (38,300) | (122,975) | 315 |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes\tand\tincome\ton\tequity\tmethod\tinvestments | 865,704 | 541,749 | 701,294 | 506,895 | 556,025 |
| Income\ttax\tprovision | (62,505) | (59,541) | (107,304) | (125,080) | (182,489) |
| Income\ton\tequity\tmethod\tinvestments | — | — | 35 | 25 | 40 |
| Income\tfrom\tcontinuing\toperations | 803,199 | 482,208 | 594,025 | 381,840 | 373,576 |
| Income\tfrom\tdiscontinued\toperations,\tnet | — | — | — | — | 30 |
| Net\tincome | 803,199 | 482,208 | 594,025 | 381,840 | 373,606 |
| Net\tloss\t(income)\tattributable\tto\tnoncontrolling\tinterest | 21,711 | 69,125 | 43,258 | 14,622 | (670) |
| Net\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tstockholders | 824,910 | 551,333 | 637,283 | 396,462 | 372,936 |
| Dividends\tdeclared\ton\tpreferred\tstock | (23,888) | — | — | — | — |
| Net\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tcommon\tstockholders | $801,022 | $551,333 | $637,283 | $396,462 | $372,936 |
| Net\tincome\tper\tcommon\tshare\tamounts:\nBasic\tnet\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tcommon\tstockholders(5) | $2.02 | $1.40 | $1.61 | $1.00 | $0.93 |
| Diluted\tnet\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tcommon\tstockholders(5) | $2.00 | $1.38 | $1.60 | $0.99 | $0.92 |
| Weighted\taverage\tcommon\tshares\toutstanding:(5) |  |  |  |  |  |
| Basic | 395,958 | 395,040 | 394,772 | 395,711 | 401,152 |
| Diluted | 400,086 | 399,146 | 399,287 | 400,195 | 404,072 |
| Distribution\tdeclared\tper\tcommon\tshare | $1.40 | $1.10 | $0.90 | $0.35 | $— |
| Distribution\tdeclared\tper\tpreferred\tshare | $3.98 | $— | $— | $— | $— |
| Other\tOperating\tData: |  |  |  |  |  |
| Ratio\tof\tearnings\tto\tfixed\tcharges(6) | 2.11x | 1.89x | 2.32x | 2.19x | 2.65x |
| Ratio\tof\tearnings\tto\tcombined\tfixed\tcharges\tand\tpreferred\tstock\tdividends(6) | 2.05x | 1.89x | 2.32x | 2.19x | 2.65x |

|  | 2014 | 2013 | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tthousands) |  |  |
| Balance\tSheet\tData:(7) |  |  |  |  |  |
| Cash\tand\tcash\tequivalents\t(including\trestricted\tcash)(8) | $473,698 | $446,492 | $437,934 | $372,406 | $959,935 |
| Property\tand\tequipment,\tnet | 7,626,817 | 7,177,728 | 5,765,856 | 4,981,722 | 3,683,474 |
| Total\tassets | \t 21,331,545 | \t 20,283,665 | \t 14,089,429 | \t 12,242,395 | \t 10,370,084 |
| Long-term\tobligations,\tincluding\tcurrent\tportion | \t 14,608,708 | \t 14,478,278 | 8,753,376 | 7,236,308 | 5,587,388 |
| Total\tAmerican\tTower\tCorporation\tequity | 3,953,560 | 3,534,165 | 3,573,101 | 3,287,220 | 3,501,444 |

(1) For	the	years	ended	December	31,	2014,	2013,	2012	and	2011,	amount	includes	approximately	$1.4	million,	$1.0	million,	$0.8	million	and	$1.1	million, respectively,	of	stock-based	compensation	expense.	For	the	year	ended	December	31,	2010,	there	was	no	stock-based	compensation	expense	included.

(2) For	the	years	ended	December	31,	2014,	2013,	2012	and	2011,	amount	includes	approximately	$0.4	million,	$0.6	million,	$1.0	million	and	$1.2	million, respectively,	of	stock-based	compensation	expense.	For	the	year	ended	December	31,	2010,	there	was	no	stock-based	compensation	expense	included.

(5) Basic	net	income	per	common	share	represents	net	income	attributable	to	American	Tower	Corporation	common	stockholders	divided	by	the	weighted	average number	of	common	shares	outstanding	during	the	period.	Diluted	net	income	per	common	share	represents	net	income	attributable	to	American	Tower	Corporation common	stockholders	divided	by	the	weighted	average	number	of	common	shares	outstanding	during	the	period	and	any	dilutive	common	share	equivalents, including	shares	issuable	(i)	upon	the	vesting	of	restricted	stock	awards,	(ii)	upon	exercise	of	stock	options	and	(iii)	upon	conversion	of	the	Mandatory	Convertible Preferred	Stock.	Dilutive	common	share	equivalents	also	include	the	dilutive	impact	of	the	ALLTEL	transaction	(see	notes	16	and	19	to	our	consolidated	financial statements	included	in	this	Annual	Report).	We	use	the	treasury	stock	method	to	calculate	the	effect	of	the	outstanding	restricted	stock	awards	and	stock	options and	use	the	if-converted	method	to	calculate	the	effect	of	the	outstanding	Mandatory	Convertible	Preferred	Stock.

(6) For	the	purpose	of	this	calculation,	"earnings"	consists	of	income	from	continuing	operations	before	income	taxes	and	income	on	equity	method	investments,	as well	as	fixed	charges	(excluding	interest	capitalized	and	amortization	of	interest	capitalized).	"Fixed	charges"	consists	of	interest	expensed	and	capitalized, amortization	of	debt	discounts,	premiums	and	related	issuance	costs	and	the	component	of	rental	expense	associated	with	operating	leases	believed	by	management to	be	representative	of	the	interest	factor	thereon.

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

(8) As	of	December	31,	2014,	2013,	2012,	2011	and	2010,	amount	includes	approximately	$160.2	million,	$152.9	million,	$69.3	million,	$42.2	million	and	$76.0 million,	respectively,	of	restricted	funds	pledged	as	collateral	to	secure	obligations	and	cash,	the	use	of	which	is	otherwise	limited	by	contractual	provisions.

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

The	discussion	and	analysis	of	our	financial	condition	and	results	of	operations	that	follow	are	based	upon	our	consolidated	financial	statements,	which	have	been prepared	in	accordance	with	GAAP.	The	preparation	of	our	financial	statements	requires	us	to	make	estimates	and	judgments	that	affect	the	reported	amounts	of	assets and	liabilities,	revenues	and	expenses	and	the	related	disclosure	of	contingent	assets	and	liabilities	at	the	date	of	our	financial	statements.	Actual	results	may	differ significantly	from	these	estimates	under	different	assumptions	or	conditions.	This	discussion	should	be	read	in	conjunction	with	our	consolidated	financial	statements included	in	this	Annual	Report	and	the	accompanying	notes,	and	the	information	set	forth	under	the	caption	"Critical	Accounting	Policies	and	Estimates"	below.

Our	continuing	operations	are	reported	in	three	segments:	domestic	rental	and	management,	international	rental	and	management	and	network	development services.	In	evaluating	operating	performance	in	each	business	segment,	management	uses,	among	other	factors,	segment	gross	margin	and	segment	operating	profit.	We define	segment	gross	margin	as	segment	revenue	less	segment	operating	expenses,	excluding	stock-based	compensation	expense	recorded	in	costs	of	operations; Depreciation,	amortization	and	accretion;	Selling,	general,	administrative	and	development	expense;	and	Other	operating	expense.	We	define	segment	operating	profit	as segment	gross	margin	less	Selling,	general,	administrative	and	development	expense	attributable	to	the	segment,	excluding	stock-based	compensation	expense	and corporate	expenses.	Segment	gross	margin	and	segment	operating	profit	for	the	international	rental	and	management	segment	also	include	Interest	income,	TV	Azteca, net	(see	note	21	to	our	consolidated	financial	statements	included	in	this	Annual	Report).	These	measures	of	segment	gross	margin	and	segment	operating	profit	are	also before	Interest	income,	Interest	expense,	Gain	(loss)	on	retirement	of	long-term	obligations,	Other	income	(expense),	Net	income	(loss)	attributable	to	noncontrolling interest,	Income	(loss)	on	equity	method	investments	and	Income	tax	benefit	(provision).

# Executive	Overview

We	are	a	global	independent	owner,	operator	and	developer	of	communications	real	estate.	Our	primary	business	is	the	leasing	of	space	on	multi-tenant communications	sites	to	wireless	service	providers,	radio	and	television	broadcast	companies,	wireless	data	and	data	providers,	government	agencies	and	municipalities and	tenants	in	a	number	of	other	industries.	In	addition	to	the	communications	sites	in	our	portfolio,	we	manage	rooftop	and	tower	sites	for	property	owners	under various	contractual	arrangements.	We	also	hold	property	interests	that	we	lease	to	communications	service	providers	and	third-party	tower	operators.	We	refer	to	this business	as	our	rental	and	management	operations,	which	accounted	for	approximately	98%	of	our	total	revenues	for	the	year	ended	December	31,	2014	and	includes our	domestic	rental	and	management	segment	and	our	international	rental	and	management	segment.	Through	our	network	development	services,	we	offer	tower-related services	domestically,	including	site	acquisition,	zoning	and	permitting	services	and	structural	analysis	services,	which	primarily	support	our	site	leasing	business	and the	addition	of	new	tenants	and	equipment	on	our	sites,	including	in	connection	with	provider	network	upgrades.	We	operate	as	a	REIT	for	U.S.	federal	income	tax purposes.

The	following	table	details	the	number	of	communications	sites,	excluding	managed	sites,	we	owned	or	operated	as	of	December	31,	2014:

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

(2) In	September	2014,	we	completed	the	sale	of	the	operations	in	Panama.

On	February	5,	2015,	we	signed	a	definitive	agreement	for	the	Proposed	Verizon	Transaction,	pursuant	to	which	we	expect	to	acquire	the	exclusive	right	to	lease, acquire	or	otherwise	operate	and	manage	up	to	11,489	wireless	communications	sites	in	the	United	States	for	$5.056	billion	in	cash	at	closing,	subject	to	certain conditions	and	limited	adjustments.

The	majority	of	our	tenant	leases	with	wireless	carriers	have	an	initial	non-cancellable	term	of	ten	years,	with	multiple	renewal	terms.	Accordingly,	nearly	all	of the	revenue	generated	by	our	rental	and	management	operations	during	the	year	ended	December	31,	2014	was	recurring	revenue	that	we	should	continue	to	receive	in future	periods.	Based	upon	foreign	currency	exchange	rates	and	the	tenant	leases	in	place	as	of	December	31,	2014,	we	expect	to	generate	approximately	$27	billion	of non-cancellable	tenant	lease	revenue	over	future	periods,	absent	the	impact	of	straight-line	lease	accounting.	Most	of	our	tenant	leases	have	provisions	that	periodically increase	the	rent	due	under	the	lease,	typically	annually	based	on	a	fixed	escalation	(approximately	3.0%	in	the	United	States)	or	an	inflationary	index	in	our international	markets,	or	a	combination	of	both.	In	addition,	certain	of	our	tenant	leases	provide	for	additional	revenue	to	cover	costs,	such	as	ground	rent	or	power	and fuel	costs.

The	revenues	generated	by	our	rental	and	management	operations	may	also	be	affected	by	cancellations	of	existing	tenant	leases.	As	discussed	above,	most	of	our tenant	leases	with	wireless	carriers	and	broadcasters	are	multi-year	contracts,	which	typically	are	non-cancellable;	however	in	some	instances,	a	lease	may	be	canceled upon	the	payment	of	a	termination	fee.

Revenue	lost	from	either	cancellations	of	leases	at	the	end	of	their	terms	or	rent	negotiations	historically	has	not	had	a	material	adverse	effect	on	the	revenues generated	by	our	rental	and	management	operations.	During	the	year	ended	December	31,	2014,	loss	of	revenue	from	tenant	lease	cancellations	or	renegotiations represented	approximately	1.5%	of	our	rental	and	management	operations	revenues.

Rental	and	Management	Operations	Revenue	Growth.	Due	to	our	diversified	communications	site	portfolio,	our	tenant	lease	rates	vary	considerably	depending upon	numerous	factors,	including,	but	not	limited	to,	amount	and	type	of	tenant	equipment	on	the	tower,	ground	space	required	by	the	tenant,	remaining	tower	capacity and

tower	location.	We	measure	the	remaining	tower	capacity	by	assessing	several	factors,	including	tower	height,	tower	type,	environmental	conditions,	existing	equipment on	the	tower	and	zoning	and	permitting	regulations	in	effect	in	the	jurisdiction	where	the	tower	is	located.	In	many	instances,	tower	capacity	can	be	increased	through tower	augmentation.

The	primary	factors	affecting	the	revenue	growth	in	our	domestic	and	international	rental	and	management	segments	are:

•	 Recurring	organic	revenue,	which	is	revenue	from	tenant	leases	attributable	to	sites	that	existed	in	our	portfolio	as	of	the	beginning	of	the	prior	year	period ("legacy	sites");

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

•	 New	revenue	attributable	to	leasing	additional	space	on	our	legacy	sites;	and

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

We	continue	to	believe	that	our	site	leasing	revenue	is	likely	to	increase	due	to	the	growing	use	of	wireless	communications	services	and	our	ability	to	meet	the corresponding	incremental	demand	for	our	wireless	real	estate.	By	adding	new	tenants	and	new	equipment	for	existing	tenants	on	our	sites,	we	are	able	to	increase	these sites'	utilization	and	profitability.	We	believe	the	majority	of	our	site	leasing	activity	will	continue	to	come	from	wireless	service	providers.	Our	legacy	site	portfolio	and our	established	tenant	base	provide	us	with	new	business	opportunities,	which	have	historically	resulted	in	consistent	and	predictable	organic	revenue	growth	as	wireless carriers	seek	to	increase	the	coverage	and	capacity	of	their	existing	networks,	while	also	deploying	next	generation	wireless	technologies.	In	addition,	consistent	with	our signing	of	a	definitive	agreement	for	the	Proposed	Verizon	Transaction,	we	intend	to	continue	to	supplement	the	organic	growth	on	our	legacy	sites	by	selectively developing	or	acquiring	new	sites	in	our	existing	and	in	new	markets	where	we	can	achieve	our	risk-adjusted	return	on	investment	objectives.	In	a	majority	of	our international	markets,	revenue	also	includes	the	reimbursement	of	direct	costs	such	as	ground	rent	or	power	and	fuel	costs.

Rental	and	Management	Operations	Organic	Revenue	Growth.	Consistent	with	our	strategy	to	increase	the	utilization	and	return	on	investment	of	our	legacy sites,	our	objective	is	to	add	new	tenants	and	new	equipment	for	existing	tenants	through	collocation	and	lease	amendments.	Our	ability	to	lease	additional	space	on	our sites	is	primarily	a	function	of	the	rate	at	which	wireless	carriers	deploy	capital	to	improve	and	expand	their	wireless	networks.	This	rate,	in	turn,	is	influenced	by	the growth	of	wireless	communications	services,	the	penetration	of	advanced	wireless	devices,	the	financial	performance	of	our	tenants	and	their	access	to	capital,	and general	economic	conditions.	The	following	key	trends	within	each	market	that	we	serve	provide	opportunities	for	organic	revenue	growth:

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

Based	on	industry	research	and	projections,	we	expect	the	following	key	industry	trends	will	result	in	incremental	revenue	opportunities	for	us:

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

•	 Wireless	service	providers	compete	based	on	the	quality	of	their	existing	wireless	networks,	which	is	driven	by	capacity	and	coverage.	To	maintain or	improve	their	network	performance	as	overall	network	usage	increases,	our	tenants	continue	deploying	additional	equipment	across	their

existing	sites	while	also	adding	new	cell	sites.	We	anticipate	increasing	network	densification	over	the	next	several	years,	as	existing	network infrastructure	is	anticipated	to	be	insufficient	to	account	for	rapidly	increasing	levels	of	wireless	data	usage.

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

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

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

•International.	As	part	of	our	international	expansion	initiatives,	we	have	targeted	markets	in	various	stages	of	network	development	in	order	to	diversify our	international	exposure	and	position	us	to	benefit	from	a	number	of	different	wireless	technology	deployments	over	the	long	term.	In	addition,	we	have focused	on	building	relationships	with	large	multinational	carriers	such	as	MTN	Group	Limited,	Telefónica	S.A.,	Vodafone	Group	PLC	and	Bharti	Airtel Limited.	We	believe	that	consistent	carrier	investments	in	their	networks	across	our	international	markets	position	us	to	generate	meaningful	organic revenue	growth	going	forward.

In	emerging	markets	such	as	Ghana,	India	and	Uganda,	wireless	networks	tend	to	be	significantly	less	advanced	than	those	in	the	United	States,	and	initial voice	networks	continue	to	be	deployed	in	underdeveloped	areas.	In	more	developed	urban	locations	within	these	markets,	early-stage	data	network deployments	are	underway.	Carriers	are	focused	on	completing	voice	network	build-outs	while	also	investing	in	initial	data	networks	as	wireless	data	usage and	smartphone	penetration	within	their	customer	bases	begin	to	accelerate.

In	markets	with	rapidly	evolving	network	technology,	such	as	South	Africa	and	most	of	the	countries	in	Latin	America	where	we	do	business,	initial	voice networks,	for	the	most	part,	have	already	been	built	out,	and	carriers	are	focused	on	third	generation	(3G)	network	build	outs	and	augmentations,	with select	initial	investments	in	fourth	generation	(4G)	technology.	Recent	spectrum	auctions	in	these	rapidly	evolving	markets	have	allowed	incumbent carriers	to	accelerate	their	data	network	deployments	and	have	also	enabled	new	entrants	to	begin	initial	investments	in	data	networks.	Smartphone penetration	and	wireless	data	usage	in	these	markets	are	growing	rapidly,	which	mandates	that	carriers	continue	to	invest	in	their	networks	in	order	to maintain	and	augment	their	quality	of	service.

Finally,	in	markets	with	more	mature	network	technology	such	as	Germany,	carriers	are	focused	on	deploying	4G	data	networks	to	account	for	rapidly increasing	wireless	data	usage.	With	a	more	mature	customer	base,	higher	smartphone	penetration	and	significantly	higher	per	capita	data	usage,	carrier investment	in	networks	is	focused	on	4G	coverage	and	capacity.

We	believe	that	the	network	technology	migration	we	have	seen	in	the	United	States,	which	has	led	to	significantly	denser	networks	and	meaningful	new business	commencements	for	us	over	a	number	of	years,	will	ultimately	be	replicated	in	our	less	advanced	international	markets.	As	a	result,	we	expect	to be	able	to	leverage	our	extensive	international	portfolio	of	approximately	46,700	communications	sites	and	the	relationships	we	have	built	with	our	carrier customers	to	drive	sustainable,	long-term	growth.

Rental	and	Management	Operations	New	Site	Revenue	Growth.	During	the	year	ended	December	31,	2014,	we	grew	our	portfolio	of	communications	real	estate through	the	acquisition	and	construction	of	approximately	8,450	sites.	In	a	majority	of	our	international	markets,	the	acquisition	or	construction	of	new	sites	results	in increased	pass-through	revenues	(such	as	ground	rent	or	power	and	fuel	costs)	and	expenses.	We	continue	to	evaluate	opportunities	to	acquire	communications	real	estate portfolios,	both	domestically	and	internationally,	to	determine	whether	they	meet	our	risk-adjusted	hurdle	rates	and	whether	we	believe	we	can	effectively	integrate	them into	our	existing	portfolio.

(1) The	majority	of	sites	acquired	or	constructed	in	2014	were	in	Brazil,	India	and	Mexico;	in	2013	were	in	Brazil,	Colombia,	Costa	Rica,	India,	Mexico	and	South Africa;	and	in	2012	were	in	Brazil,	Germany,	India	and	Uganda.

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

Network	Development	Services	Segment	Revenue	Growth.	As	we	continue	to	focus	on	growing	our	rental	and	management	operations,	we	anticipate	that	our network	development	services	revenue	will	continue	to	represent	a	small	percentage	of	our	total	revenues.

# Non-GAAP	Financial	Measures

Included	in	our	analysis	of	our	results	of	operations	are	discussions	regarding	earnings	before	interest,	taxes,	depreciation,	amortization	and	accretion,	as	adjusted ("Adjusted	EBITDA"),	Funds	From	Operations,	as	defined	by	the	National	Association	of	Real	Estate	Investment	Trusts	("NAREIT	FFO")	and	Adjusted	Funds	From Operations	("AFFO").

We	define	Adjusted	EBITDA	as	Net	income	before	Income	(loss)	on	discontinued	operations,	net;	Income	(loss)	on	equity	method	investments;	Income	tax benefit	(provision);	Other	income	(expense);	Gain	(loss)	on	retirement	of	long-term	obligations;	Interest	expense;	Interest	income;	Other	operating	income	(expense); Depreciation,	amortization	and	accretion;	and	stock-based	compensation	expense.

NAREIT	FFO	is	defined	as	net	income	before	gains	or	losses	from	the	sale	or	disposal	of	real	estate,	real	estate	related	impairment	charges,	real	estate	related depreciation,	amortization	and	accretion	and	dividends	declared	on	preferred	stock,	and	including	adjustments	for	(i)	unconsolidated	affiliates	and	(ii)	noncontrolling interest.

We	define	AFFO	as	NAREIT	FFO	before	(i)	straight-line	revenue	and	expense;	(ii)	stock-based	compensation	expense;	(iii)	the	non-cash	portion	of	our	tax provision;	(iv)	non-real	estate	related	depreciation,	amortization	and	accretion;	(v)	amortization	of	deferred	financing	costs,	capitalized	interest,	debt	discounts	and premiums	and	long-term	deferred	interest	charges;	(vi)	other	income	(expense);	(vii)	gain	(loss)	on	retirement	of	long-term	obligations;	(viii)	other	operating	income (expense);	and	adjustments	for	(ix)	unconsolidated	affiliates	and	(x)	noncontrolling	interest,	less	cash	payments	related	to	capital	improvements	and	cash	payments related	to	corporate	capital	expenditures.

Adjusted	EBITDA,	NAREIT	FFO	and	AFFO	are	not	intended	to	replace	net	income	or	any	other	performance	measures	determined	in	accordance	with	GAAP. Neither	NAREIT	FFO	nor	AFFO	represent	cash	flows	from	operating	activities	in	accordance	with	GAAP	and,	therefore,	these	measures	should	not	be	considered indicative	of	cash	flows	from	operating	activities	as	a	measure	of	liquidity	or	of	funds	available	to	fund	our	cash	needs,	including	our	ability	to	make	cash	distributions. Rather,	Adjusted	EBITDA,	NAREIT	FFO	and	AFFO	are	presented	as	we	believe	each	is	a	useful	indicator	of	our	current	operating	performance.	We	believe	that	these metrics	are	useful	to	an	investor	in	evaluating	our	operating	performance	because	(1)	each	is	a	key	measure	used	by	our	management	team	for	purposes	of	decision making	and	for	evaluating	the	performance	of	our	operating	segments;	(2)	Adjusted	EBITDA	is	a	component	of	the	calculation	used	by	our	lenders	to	determine compliance	with	certain	debt	covenants;	(3)	Adjusted	EBITDA	is	widely	used	in	the	tower	industry	to	measure	operating	performance	as	depreciation,	amortization	and accretion	may	vary	significantly	among	companies	depending	upon	accounting	methods	and	useful	lives,	particularly	where	acquisitions	and	non-operating	factors	are involved;	(4)	each	provides	investors	with	a	meaningful	measure	for	evaluating	our	period-to-period	operating	performance	by	eliminating	items	that	are	not	operational in	nature;	and	(5)	each	provides	investors	with	a	measure	for	comparing	our	results	of	operations	to	those	of	other	companies.

Our	measurement	of	Adjusted	EBITDA,	NAREIT	FFO	and	AFFO	may	not,	however,	be	fully	comparable	to	similarly	titled	measures	used	by	other	companies. Reconciliations	of	Adjusted	EBITDA,	NAREIT	FFO	and	AFFO	to	net	income,	the	most	directly	comparable	GAAP	measure,	have	been	included	below.

# Results	of	Operations

# (in	thousands,	except	percentages)

|  | Year	Ended	December	31,<br>2014 | 2013 | Amount	of<br>Increase<br>(Decrease) | Percent<br>Increase<br>(Decrease) |
| :--- | :--- | :--- | :--- | :--- |
| Rental\tand\tmanagement |  |  |  |  |
| Domestic | $2,639,790 | $2,189,365 | $450,425 | 21% |
| International | \t 1,367,064 | \t 1,097,725 | \t 269,339 | 25 |
| Total\trental\tand\tmanagement | \t 4,006,854 | \t 3,287,090 | \t 719,764 | 22 |
| Network\tdevelopment\tservices | 93,194 | 74,317 | 18,877 | 25 |
| Total\trevenues | $4,100,048 | $3,361,407 | $738,641 | 22% |

The	increase	in	total	revenues	was	primarily	attributable	to	an	increase	in	both	of	our	rental	and	management	segments,	including	organic	revenue	growth attributable	to	our	legacy	sites	and	revenue	growth	attributable	to	the	approximately	21,520	new	sites	that	we	have	constructed	or	acquired	since	January	1,	2013. Approximately	$260.6	million	of	the	increase	was	attributable	to	revenues	generated	by	MIPT.

Domestic	rental	and	management	segment	revenue	growth	for	the	year	ended	December	31,	2014	was	comprised	of:

•	 Revenue	growth	of	approximately	11%,	attributable	to	the	addition	of	approximately	4,860	domestic	sites,	as	well	as	managed	rooftop	and	tower	sites	and land	interests	under	third-party	sites,	in	connection	with	our	acquisition	of	MIPT;

•	 Revenue	growth	from	legacy	sites	of	approximately	9%,	including	approximately	8%	primarily	generated	by	new	tenant	leases	and	amendments	to	existing tenant	leases	and	approximately	1%	attributable	to	contractual	rent	escalations,	net	of	tenant	lease	cancellations;

•	 Revenue	growth	of	over	2%	from	approximately	1,300	new	sites,	as	well	as	land	interests	under	third-party	sites,	constructed	or	acquired	since	January	1, 2013	(excluding	MIPT);	and

•	 A	decrease	of	approximately	1%	from	the	impact	of	straight-line	lease	accounting.

International	rental	and	management	segment	revenue	growth	for	the	year	ended	December	31,	2014	was	comprised	of:

•	 Revenue	growth	of	approximately	20%	from	approximately	15,360	new	sites	constructed	or	acquired	since	January	1,	2013	(including	approximately	460 sites	in	Costa	Rica	in	connection	with	our	acquisition	of	MIPT);

•	 Revenue	growth	from	legacy	sites	of	approximately	15%,	which	includes	approximately	12%	due	to	incremental	revenue	primarily	generated	from	new tenant	leases	and	amendments	to	existing	tenant	leases	and	approximately	3%	attributable	to	contractual	rent	escalations,	net	of	tenant	lease	cancellations;

•	 Revenue	growth	of	approximately	1%	from	the	impact	of	straight-line	lease	accounting;	and

•	 A	decrease	of	approximately	11%	attributable	to	the	negative	impact	from	foreign	currency	translation,	which	includes,	among	others,	the	negative	impact of	approximately	4%	related	to	fluctuations	in	Ghanaian	Cedi	("GHS"),	approximately	3%	related	to	fluctuations	in	Brazilian	Reais	("BRL")	and approximately	1%	related	to	fluctuations	in	Mexican	Peso	("MXN").

Network	development	services	segment	revenue	growth	for	the	year	ended	December	31,	2014	was	primarily	due	to	an	increase	in	site	acquisition,	zoning	and permitting	services	associated	with	certain	tenants'	next	generation	technology	network	upgrade	projects,	including	an	increase	in	volume	as	a	result	of	the	additional sites	acquired	as	part	of	the	acquisition	of	MIPT.

# Gross	Margin

|  | Year	Ended	December	31,<br>2014 | 2013 | Amount	of<br>Increase<br>(Decrease) | Percent<br>Increase<br>(Decrease) |
| :--- | :--- | :--- | :--- | :--- |
| Rental\tand\tmanagement |  |  |  |  |
| Domestic | $2,124,048 | $1,783,946 | $340,102 | 19% |
| International | 838,573 | 697,614 | \t 140,959 | 20 |
| Total\trental\tand\tmanagement | \t 2,962,621 | \t 2,481,560 | \t 481,061 | 19 |
| Network\tdevelopment\tservices | 55,546 | 43,753 | 11,793 | 27% |

Domestic	rental	and	management	segment	gross	margin	growth	for	the	year	ended	December	31,	2014	was	comprised	of:

•	 Gross	margin	growth	of	approximately	10%	attributable	to	the	addition	of	approximately	4,860	domestic	sites,	as	well	as	managed	rooftop	and	tower	sites and	land	interests	under	third-party	sites,	in	connection	with	our	acquisition	of	MIPT;

•	 Gross	margin	growth	from	legacy	sites	of	approximately	9%,	primarily	associated	with	the	increase	in	revenue,	as	described	above;

•	 Gross	margin	growth	from	new	sites	(excluding	MIPT)	of	over	2%,	primarily	associated	with	the	increase	in	revenue,	as	described	above;	and •	 A	decrease	of	approximately	2%	from	the	impact	of	straight-line	lease	accounting.

International	rental	and	management	segment	gross	margin	growth	for	the	year	ended	December	31,	2014	was	comprised	of:

•	 Gross	margin	growth	from	new	sites	(including	MIPT)	of	approximately	15%,	primarily	associated	with	the	increase	in	revenue,	as	described	above;

•	 Gross	margin	growth	from	legacy	sites	of	approximately	13%,	primarily	associated	with	the	increase	in	revenue,	as	described	above,	which	includes	the negative	impact	of	approximately	1%	as	a	result	of	the	early	termination	of	a	portion	of	the	notes	receivable	with	TV	Azteca,	which	provided	a	positive impact	to	2013	gross	margin;

•	 Gross	margin	growth	of	approximately	2%	from	the	impact	of	straight-line	lease	accounting;	and

•	 A	decrease	of	approximately	10%	attributable	to	the	negative	impact	from	foreign	currency	translation,	which	includes,	among	others,	the	negative	impact of	approximately	3%	related	to	fluctuations	in	GHS,	approximately	3%	related	to	fluctuations	in	BRL	and	approximately	1%	related	to	fluctuations	in MXN.

Network	development	services	segment	gross	margin	growth	for	the	year	ended	December	31,	2014	was	primarily	due	to	the	increase	in	revenue	as	described

# above.

# Selling,	General,	Administrative	and	Development	Expense

|  | Year	Ended	December	31,<br>						2014 | 2013 | Amount<br>of<br>Increase<br>(Decrease) | Percent<br>Increase<br>(Decrease) |
| :--- | :--- | :--- | :--- | :--- |
| Rental\tand\tmanagement |  |  |  |  |
| Domestic | $124,944 | $103,989 | $20,955 | 20% |
| International | 133,978 | 123,338 | 10,640 | 9 |
| Total\trental\tand\tmanagement | 258,922 | 227,327 | 31,595 | 14 |
| Network\tdevelopment\tservices | 12,469 | 9,257 | 3,212 | 35 |
| Other | 175,151 | 178,961 | (3,810) | (2) |
| Total\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpense | $446,542 | $415,545 | $30,997 | 7% |

The	increase	in	domestic	rental	and	management	segment	selling,	general,	administrative	and	development	expense	("SG&A")	for	the	year	ended	December	31, 2014	was	primarily	driven	by	increasing	personnel	costs	to	support	our	business,	including	additional	costs	associated	with	the	acquisition	of	MIPT,	as	well	as	an increase	of	approximately	$11.0	million	associated	with	project	cancellation	costs.

The	increase	in	international	rental	and	management	segment	SG&A	for	the	year	ended	December	31,	2014	was	primarily	due	to	the	impact	of	increased personnel	costs	to	support	our	business,	including	additional	costs	associated	with	acquisitions,	partially	offset	by	decreases	attributable	to	impacts	of	foreign	currency fluctuations,	as	well	as	the	reversal	of	bad	debt	expense	for	amounts	previously	reserved.

The	increase	in	network	development	services	segment	SG&A	for	the	year	ended	December	31,	2014	was	primarily	due	to	higher	personnel	costs	related	to	the additional	site	acquisition,	zoning	and	permitting	services	associated	with	certain	tenants'	next	generation	technology	network	upgrade	projects,	including	an	increase	in volume	as	a	result	of	the	additional	sites	acquired	as	part	of	the	acquisition	of	MIPT.

The	decrease	in	other	SG&A	for	the	year	ended	December	31,	2014	was	primarily	due	to	a	decrease	in	corporate	SG&A	of	$15.5	million,	which	was	partially offset	by	an	increase	of	$11.7	million	related	to	stock-based	compensation	expense.	The	decrease	in	corporate	SG&A	was	primarily	related	to	a	reduction	in	legal expenses	of	$22.5	million,	including	the	recovery	of	expenses	during	the	year	ended	December	31,	2014,	and	the	reversal	of	a	$2.8	million	reserve	associated	with	a non-recurring	state	tax	item.	The	decrease	in	corporate	SG&A	was	partially	offset	by	an	increase	in	personnel	costs	to	support	our	business.

# Operating	Profit

|  | Year	Ended	December	31,<br>2014 | 2013 | Amount	of<br>Increase<br>(Decrease) | Percent<br>Increase<br>(Decrease) |
| :--- | :--- | :--- | :--- | :--- |
| Rental\tand\tmanagement |  |  |  |  |
| Domestic | $1,999,104 | $1,679,957 | $319,147 | 19% |
| International | 704,595 | 574,276 | \t 130,319 | 23 |
| Total\trental\tand\tmanagement | \t 2,703,699 | \t 2,254,233 | \t 449,466 | 20 |
| Network\tdevelopment\tservices | 43,077 | 34,496 | 8,581 | 25% |

Domestic	rental	and	management	segment	operating	profit	growth	for	the	year	ended	December	31,	2014	was	primarily	attributable	to	an	increase	in	our	domestic rental	and	management	segment	gross	margin	(19%)	and	was	partially	offset	by	an	increase	in	our	domestic	rental	and	management	segment	SG&A	(20%).

International	rental	and	management	segment	operating	profit	growth	for	the	year	ended	December	31,	2014	was	primarily	attributable	to	an	increase	in	our international	rental	and	management	segment	gross	margin	(20%)	and	was	partially	offset	by	an	increase	in	our	international	rental	and	management	segment	SG&A (9%).

Network	development	services	segment	operating	profit	growth	for	the	year	ended	December	31,	2014	was	primarily	attributable	to	an	increase	in	network development	services	segment	gross	margin	(27%)	and	was	partially	offset	by	an	increase	in	our	network	development	services	segment	SG&A	(35%).

# Depreciation,	Amortization	and	Accretion

| Depreciation,	Amortization	and	Accretion |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Year\tEnded\tDecember\t31,\n\t\t\t\t\t\t2014 | \t\t\t\t\t\t2013 | Amount\t\tof\nIncrease\n(Decrease) | Percent\nIncrease\n(Decrease) |
| Depreciation,\tamortization\tand\taccretion | $1,003,802 | $800,145 | $203,657 | 25% |

The	increase	in	Depreciation,	amortization	and	accretion	expense	for	the	year	ended	December	31,	2014	was	primarily	attributable	to	the	depreciation,

amortization	and	accretion	expense	associated	with	the	acquisition	or	construction	of	approximately	21,520	sites	since	January	1,	2013,	which	resulted	in	an	increase	in property	and	equipment	and	intangible	assets	subject	to	amortization.

# Other	Operating	Expenses

The	decrease	in	Other	operating	expenses	for	the	year	ended	December	31,	2014	was	primarily	attributable	to	a	decrease	of	$4.0	million	from	impairment	charges and	net	losses	on	sales	or	disposals	of	long-lived	assets	and	was	partially	offset	by	a	net	increase	of	$2.4	million	in	integration,	acquisition	and	merger	related	costs.

# Interest	Income,	TV	Azteca,	net

| Interest	Income,	TV	Azteca,	net |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Year\tEnded\tDecember\t31,\n\t\t\t\t\t\t2014 | \t\t\t\t\t\t2013 | Amount\nof\nIncrease\n(Decrease) | Percent\nIncrease\n(Decrease) |
| Interest\tincome,\tTV\tAzteca,\tnet | $10,547 | $22,235 | $(11,688) | (53)% |

During	the	year	ended	December	31,	2013,	we	received	a	payment	from	TV	Azteca,	which	included	$28.0	million	of	principal	on	the	notes	receivable	from	TV Azteca,	related	interest	and	a	prepayment	penalty	of	$4.9	million.	In	addition,	we	recorded	additional	interest	income	of	$2.7	million	related	to	the	write-off	of	a	portion of	the	unamortized	discount	associated	with	the	original	notes	receivable.

# Interest	Expense

The	increase	in	Interest	expense	for	the	year	ended	December	31,	2014	was	primarily	attributable	to	an	increase	of	$3.9	billion	in	our	average	debt	outstanding, partially	offset	by	a	decrease	in	our	annualized	weighted	average	cost	of	borrowing	from	4.40%	to	4.06%.	The	weighted	average	contractual	interest	rate	was	4.02%	at December	31,	2014.

# Loss	on	Retirement	of	Long-Term	Obligations

During	the	year	ended	December	31,	2014,	we	paid	prepayment	consideration,	which	was	partially	offset	by	the	write-off	of	unamortized	premium	associated with	the	fair	value	adjustments	of	assumed	debt,	in	connection	with	our	(i)	repayment	of	an	aggregate	of	$568.3	million	in	assumed	debt,	including	debt	assumed	in connection	with	our	acquisition	of	MIPT,	and	(ii)	acquisition	of	the	outstanding	preferred	stock	of	BR	Towers.	In	addition,	we	recorded	a	loss	of	approximately	$1.4 million	as	a	result	of	settling	our	previously	existing	interest	rate	swap	agreement	related	to	a	previously	existing	Colombian	Peso	("COP")	denominated	long-term credit	facility	entered	into	in	October	2012	(the	"Colombian	Long-Term	Credit	Facility").

During	the	year	ended	December	31,	2013,	we	recorded	a	loss	of	$35.3	million	due	to	the	repayment	of	the	$1.75	billion	outstanding	balance	of	the	Commercial Mortgage	Pass-Through	Certificates,	Series	2007-1	(the	"Certificates")	issued	in	the	securitization	transaction	completed	in	May	2007	and	incurred	prepayment consideration	and	recorded	the	acceleration	of	deferred	financing	costs.	In	addition,	during	the	year	ended	December	31,	2013,	we	recorded	a	loss	of	$3.4	million	related to	the	acceleration	of	the	remaining	deferred	financing	costs	associated	with	our	$1.0	billion	revolving	credit	facility	entered	into	in	April	2011	(the	"2011	Credit Facility"),	which	was	terminated	in	June	2013,	and	our	$750.0	million	unsecured	term	loan	entered	into	in	June	2012	(the	"2012	Term	Loan"),	which	was	terminated	in October	2013.

# Other	Expense

During	the	year	ended	December	31,	2014,	other	expense	reflected	$49.3	million	of	unrealized	foreign	currency	losses,	as	compared	to	$211.7	million	of unrealized	foreign	currency	losses	during	the	year	ended	December	31,	2013.	We	record	unrealized	foreign	currency	gains	or	losses	as	a	result	of	fluctuations	in	the foreign	currency	exchange	rates	primarily	associated	with	our	intercompany	notes	and	similar	unaffiliated	balances	denominated	in	a	currency	other	than	the subsidiaries'	functional	currencies.	During	the	year	ended	December	31,	2014,	we	recorded	unrealized	foreign	currency	losses	of	$468.6	million,	of	which	$419.3 million	was	recorded	in	Accumulated	other	comprehensive	income	(loss)	("AOCI")	and	$49.3	million	was	recorded	in	Other	expense	(see	note	1	to	the	consolidated financial	statements	included	in	this	Annual	Report).

# Income	Tax	Provision

|  | Year	Ended	December	31,<br>						2014 | 2013 | Amount<br>of<br>Increase<br>(Decrease) | Percent<br>Increase<br>(Decrease) |
| :--- | :--- | :--- | :--- | :--- |
| Income\ttax\tprovision | $62,505 | $59,541 | $2,964 | 5% |
| Effective\ttax\trate | 7.2% | 11.0% |  |  |

The	effective	tax	rate	("ETR")	during	the	year	ended	December	31,	2013	included	nonrecurring	expense	due	to	the	restructuring	of	our	domestic	TRSs.

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

The	ETR	on	income	from	continuing	operations	for	the	years	ended	December	31,	2014	and	2013	differs	from	the	federal	statutory	rate	primarily	due	to	our qualification	for	taxation	as	a	REIT	and	adjustments	for	foreign	items.

# Net	Income/Adjusted	EBITDA

|  | Year	Ended	December	31,<br>2014 | 2013 | Amount	of<br>Increase<br>(Decrease) | Percent<br>Increase<br>(Decrease) |
| :--- | :--- | :--- | :--- | :--- |
| Net\tincome | $803,199 | $482,208 | $320,991 | 67% |
| Income\ttax\tprovision | 62,505 | 59,541 | 2,964 | 5 |
| Other\texpense | 62,060 | 207,500 | (145,440) | (70) |
| Loss\ton\tretirement\tof\tlong-term\tobligations | 3,473 | 38,701 | (35,228) | (91) |
| Interest\texpense | 580,234 | 458,296 | 121,938 | 27 |
| Interest\tincome | (14,002) | (9,706) | 4,296 | 44 |
| Other\toperating\texpenses | 68,517 | 71,539 | (3,022) | (4) |
| Depreciation,\tamortization\tand\taccretion | \t 1,003,802 | 800,145 | 203,657 | 25 |
| Stock-based\tcompensation\texpense | 80,153 | 68,138 | 12,015 | 18 |
| Adjusted\tEBITDA | $2,649,941 | $2,176,362 | $473,579 | 22% |

The	increase	in	net	income	for	the	year	ended	December	31,	2014	was	primarily	due	to	the	increase	in	our	operating	profit,	as	well	as	decreases	in	other	expense and	loss	on	retirement	of	long-term	obligations.	The	increase	in	net	income	was	partially	offset	by	increases	in	depreciation,	amortization	and	accretion	expense,	interest expense	and	stock-based	compensation	expense.

The	increase	in	Adjusted	EBITDA	for	the	year	ended	December	31,	2014	was	primarily	attributable	to	the	increase	in	our	gross	margin,	and	was	partially	offset by	an	increase	in	SG&A	of	$19.3	million,	excluding	the	impact	of	stock-based	compensation	expense.

# Net	Income/NAREIT	FFO/AFFO

|  | Year	Ended	December	31,<br>2014 | 2013 | Amount		of<br>Increase<br>(Decrease) | Percent<br>Increase<br>(Decrease) |
| :--- | :--- | :--- | :--- | :--- |
| Net\tincome | $803,199 | $482,208 | $320,991 | 67% |
| Real\testate\trelated\tdepreciation,\tamortization\tand\taccretion | 878,714 | 701,292 | 177,422 | 25 |
| Losses\tfrom\tsale\tor\tdisposal\tof\treal\testate\tand\treal\testate\trelated\timpairment\tcharges | 18,160 | 32,475 | (14,315) | (44) |
| Dividends\tdeclared\ton\tpreferred\tstock | (23,888) | — | (23,888) | N/A |
| Adjustments\tfor\tunconsolidated\taffiliates\tand\tnoncontrolling\tinterest | (1,815) | 41,000 | (42,815) | (104) |
| NAREIT\tFFO | $1,674,370 | $1,256,975 | $417,395 | 33% |
| Straight-line\trevenue | (123,716) | (147,664) | (23,948) | (16) |
| Straight-line\texpense | 38,378 | 29,732 | 8,646 | 29 |
| Stock-based\tcompensation\texpense | 80,153 | 68,138 | 12,015 | 18 |
| Non-cash\tportion\tof\ttax\tprovision | (6,707) | 7,865 | (14,572) | (185) |
| Non-real\testate\trelated\tdepreciation,\tamortization\tand\taccretion | 125,088 | 98,853 | 26,235 | 27 |
| Amortization\tof\tdeferred\tfinancing\tcosts,\tcapitalized\tinterest,\tdebt\tdiscounts\tand\tpremiums |  |  |  |  |
| and\tlong-term\tdeferred\tinterest\tcharges | 8,622 | 22,955 | (14,333) | (62) |
| Other\texpense(1) | 62,060 | 207,500 | (145,440) | (70) |
| Loss\ton\tretirement\tof\tlong-term\tobligations | 3,473 | 38,701 | (35,228) | (91) |
| Other\toperating\texpenses(2) | 50,357 | 39,064 | 11,293 | 29 |
| Capital\timprovement\tcapital\texpenditures | (75,041) | (81,218) | (6,177) | (8) |
| Corporate\tcapital\texpenditures | (24,146) | (30,383) | (6,237) | (21) |
| Adjustments\tfor\tunconsolidated\taffiliates\tand\tnoncontrolling\tinterest | 1,815 | (41,000) | (42,815) | (104) |
| AFFO | $1,814,706 | $1,469,518 | $345,188 | 23% |

(1) Primarily	includes	unrealized	losses	on	foreign	currency	exchange	rate	fluctuations.

(2) Primarily	includes	acquisition-related	costs,	integration	costs,	losses	from	sale	of	assets	and	impairment	charges.

AFFO	growth	was	primarily	attributable	to	the	increase	in	our	operating	profit	and	a	decrease	in	capital	improvement	and	corporate	capital	expenditures,	partially offset	by	increases	in	cash	paid	for	interest	and	taxes	and	dividends	declared	on	preferred	stock.

# Revenue

|  | Year	Ended	December	31,<br>2013 | 2012 | Amount	of<br>Increase<br>(Decrease) | Percent<br>Increase<br>(Decrease) |
| :--- | :--- | :--- | :--- | :--- |
| Rental\tand\tmanagement |  |  |  |  |
| Domestic | $2,189,365 | $1,940,689 | $248,676 | 13% |
| International | \t 1,097,725 | 862,801 | \t 234,924 | 27 |
| Total\trental\tand\tmanagement | \t 3,287,090 | \t 2,803,490 | \t 483,600 | 17 |
| Network\tdevelopment\tservices | 74,317 | 72,470 | 1,847 | 3 |
| Total\trevenues | $3,361,407 | $2,875,960 | $485,447 | 17% |

Total	revenues	for	the	year	ended	December	31,	2013	increased	17%	to	$3,361.4	million.	The	increase	was	primarily	attributable	to	an	increase	in	both	of	our rental	and	management	segments,	including	organic	revenue	growth	attributable	to	our	legacy	sites	and	revenue	growth	attributable	to	the	approximately	21,880	new sites	that	we	have	constructed	or	acquired	since	January	1,	2012.	Approximately	$84.1	million	of	the	increase	was	attributable	to	revenues	generated	by	MIPT.

Domestic	rental	and	management	segment	revenue	for	the	year	ended	December	31,	2013	increased	13%	to	$2,189.4	million.	This	growth	was	comprised	of:

•	 Revenue	growth	from	legacy	sites	of	approximately	7%,	which	includes	approximately	6%	due	to	incremental	revenue	primarily	generated	from	new tenant	leases	and	amendments	to	existing	tenant	leases	on	our	legacy	sites	and	approximately	2%	attributable	to	contractual	rent	escalations,	net	of	tenant lease	cancellations,	partially	offset	by	approximately	1%	due	to	a	tenant	billing	settlement	and	a	lease	termination	settlement	during	the	year	ended December	31,	2012,	which	totaled	$15.6	million;

•	 Revenue	growth	from	new	sites	(excluding	MIPT)	of	approximately	3%,	resulting	from	the	construction	or	acquisition	of	approximately	1,360	new	sites,	as well	as	land	interests	under	third-party	sites	since	January	1,	2012;	and

International	rental	and	management	segment	revenue	for	the	year	ended	December	31,	2013	increased	27%	to	$1,097.7	million.	This	growth	was	comprised	of:

•	 Revenue	growth	from	new	sites	(excluding	MIPT)	of	approximately	22%,	resulting	from	the	construction	or	acquisition	of	approximately	15,150	new	sites since	January	1,	2012;

•	 Revenue	growth	from	legacy	sites	of	approximately	12%,	which	includes	approximately	11%	due	to	incremental	revenue	primarily	generated	from	new tenant	leases	and	amendments	to	existing	tenant	leases	on	our	legacy	sites	and	approximately	2%	attributable	to	contractual	rent	escalations,	net	of	tenant lease	cancellations,	partially	offset	by	less	than	1%	for	the	reversal	of	revenue	reserves	during	the	year	ended	December	31,	2012;

•	 Revenue	growth	of	less	than	1%	attributable	to	the	addition	of	approximately	510	sites	in	Costa	Rica	and	Panama	in	connection	with	our	acquisition	of MIPT;	and

•	 A	decrease	of	approximately	7%	attributable	to	the	negative	impact	from	foreign	currency	translation,	which	includes,	among	others,	the	negative	impact	of approximately	3%	related	to	fluctuations	in	BRL,	approximately	2%	related	to	fluctuations	in	South	African	Rand	("ZAR")	and	approximately	2%	related to	fluctuations	in	the	Indian	Rupee	("INR").

Network	development	services	segment	revenue	for	the	year	ended	December	31,	2013	increased	3%	to	$74.3	million.	The	growth	was	primarily	attributable	to	an increase	in	structural	engineering	services	and	site	acquisition,	zoning	and	permitting	services	as	a	result	of	an	increase	in	tenant	lease	applications,	which	are	primarily associated	with	certain	tenants'	next	generation	technology	network	upgrade	projects	during	the	year	ended	December	31,	2013.

|  | Year	Ended	December	31,<br>2013 | 2012 | Amount	of<br>Increase<br>(Decrease) | Percent<br>Increase<br>(Decrease) |
| :--- | :--- | :--- | :--- | :--- |
| Rental\tand\tmanagement |  |  |  |  |
| Domestic | $1,783,946 | $1,583,134 | $200,812 | 13% |
| International | 697,614 | 548,726 | \t 148,888 | 27 |
| Total\trental\tand\tmanagement | \t 2,481,560 | \t 2,131,860 | \t 349,700 | 16 |
| Network\tdevelopment\tservices | 43,753 | 37,640 | 6,113 | 16% |

Domestic	rental	and	management	segment	gross	margin	for	the	year	ended	December	31,	2013	increased	13%	to	$1,783.9	million,	which	was	comprised	of:

•	 Gross	margin	growth	of	approximately	4%	attributable	to	the	addition	of	approximately	4,860	domestic	sites,	as	well	as	managed	rooftop	and	tower	sites and	land	interests	under	third-party	sites,	in	connection	with	our	acquisition	of	MIPT;	and

•	 Gross	margin	growth	from	new	sites	(excluding	MIPT)	of	approximately	2%,	resulting	from	the	construction	or	acquisition	of	approximately	1,360	new sites,	as	well	as	land	interests	under	third-party	sites	since	January	1,	2012.

International	rental	and	management	segment	gross	margin	for	the	year	ended	December	31,	2013	increased	27%	to	$697.6	million,	which	was	comprised	of:

•	 Gross	margin	growth	from	new	sites	(excluding	MIPT)	of	approximately	22%,	resulting	from	the	construction	or	acquisition	of	approximately	15,150	new sites	since	January	1,	2012;

•	 Gross	margin	growth	from	legacy	sites	of	approximately	11%,	primarily	associated	with	the	increase	in	revenue,	as	described	above,	and	the	impact	of	the early	termination	of	a	portion	of	the	notes	receivable	with	TV	Azteca,	which	had	a	positive	impact	of	less	than	2%;

•	 Gross	margin	growth	of	less	than	1%	attributable	to	the	addition	of	approximately	510	sites	in	Costa	Rica	and	Panama	in	connection	with	our	acquisition	of MIPT;	and

•	 A	decrease	of	over	6%	attributable	to	the	negative	impact	from	foreign	currency	translation,	which	includes,	among	others,	the	negative	impact	of approximately	3%	related	to	fluctuations	in	BRL,	approximately	2%	related	to	fluctuations	in	ZAR	and	approximately	1%	related	to	fluctuations	in	INR.

Network	development	services	segment	gross	margin	for	the	year	ended	December	31,	2013	increased	16%	to	$43.8	million.	The	increase	was	primarily attributable	to	a	change	in	the	mix	of	services	rendered,	which	generated	higher	margins.

|  | Year	Ended	December	31,<br>						2013 | 2012 | Amount<br>of<br>Increase<br>(Decrease) | Percent<br>Increase<br>(Decrease) |
| :--- | :--- | :--- | :--- | :--- |
| Rental\tand\tmanagement |  |  |  |  |
| Domestic | $103,989 | $85,663 | $18,326 | 21% |
| International | 123,338 | 95,579 | 27,759 | 29 |
| Total\trental\tand\tmanagement | 227,327 | 181,242 | 46,085 | 25 |
| Network\tdevelopment\tservices | 9,257 | 6,744 | 2,513 | 37 |
| Other | 178,961 | 139,315 | 39,646 | 28 |
| Total\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpense | $415,545 | $ 327,301 | $88,244 | 27% |

Total	SG&A	for	the	year	ended	December	31,	2013	increased	27%	to	$415.5	million.	The	increase	was	primarily	attributable	to	an	increase	in	our	international rental	and	management	segment	and	other	SG&A.

Domestic	rental	and	management	segment	SG&A	for	the	year	ended	December	31,	2013	increased	21%	to	$104.0	million.	The	increase	was	primarily	driven	by increasing	personnel	costs	and	professional	fees	to	support	our	business.

International	rental	and	management	segment	SG&A	for	the	year	ended	December	31,	2013	increased	29%	to	$123.3	million.	The	increase	was	primarily	due	to increases	in	personnel	costs	and	professional	fees	to	support	the	growth	in	our	international	markets,	including	Uganda	and	Germany,	which	commenced	operations	in 2012.

Network	development	services	segment	SG&A	for	the	year	ended	December	31,	2013	increased	37%	to	$9.3	million.	The	increase	was	primarily	attributable	to	a reversal	of	$1.4	million	of	bad	debt	expense	during	the	year	ended	December	31,	2012	upon	the	receipt	of	tenant	payments	for	amounts	previously	reserved,	as	well	as incremental	costs	to	support	our	business.

Other	SG&A	for	the	year	ended	December	31,	2013	increased	28%	to	$179.0	million.	The	increase	was	primarily	due	to	a	$16.4	million	increase	in	SG&A	related stock-based	compensation	expense,	which	included	an	incremental	$7.8	million	due	to	the	timing	of	recognition	of	expense	associated	with	awards	granted	to	retirement eligible	employees.	In	addition,	other	SG&A	increased	$23.2	million,	which	included,	among	other	things,	an	increase	of	$26.9	million	in	corporate	expenses,	partially offset	by	a	$3.7	million	non-recurring	state	tax	item	recorded	during	the	year	ended	December	31,	2012.	The	increase	in	corporate	expenses	included	approximately $14.8	million	of	legal	expenses.

|  | Year	Ended	December	31,<br>2013 | 2012 | Amount	of<br>Increase<br>(Decrease) | Percent<br>Increase<br>(Decrease) |
| :--- | :--- | :--- | :--- | :--- |
| Rental\tand\tmanagement |  |  |  |  |
| Domestic | $1,679,957 | $1,497,471 | $182,486 | 12% |
| International | 574,276 | 453,147 | \t 121,129 | 27 |
| Total\trental\tand\tmanagement | \t 2,254,233 | \t 1,950,618 | \t 303,615 | 16 |
| Network\tdevelopment\tservices | 34,496 | 30,896 | 3,600 | 12% |

Domestic	rental	and	management	segment	operating	profit	for	the	year	ended	December	31,	2013	increased	12%	to	$1,680.0	million.	The	growth	was	primarily attributable	to	the	increase	in	our	domestic	rental	and	management	segment	gross	margin	(13%),	as	described	above,	and	was	partially	offset	by	increases	in	our domestic	rental	and	management	segment	SG&A	(21%),	as	described	above.

International	rental	and	management	segment	operating	profit	for	the	year	ended	December	31,	2013	increased	27%	to	$574.3	million.	The	growth	was	primarily attributable	to	the	increase	in	our	international	rental	and	management	segment	gross	margin	(27%),	as	described	above,	and	was	partially	offset	by	increases	in	our international	rental	and	management	segment	SG&A	(29%),	as	described	above.

Network	development	services	segment	operating	profit	for	the	year	ended	December	31,	2013	increased	12%	to	$34.5	million.	The	growth	was	primarily attributable	to	the	increase	in	network	development	services	segment	gross	margin	(16%),	as	described	above,	and	was	partially	offset	by	an	increase	in	our	network development	services	segment	SG&A	(37%),	as	described	above.

| Depreciation,	Amortization	and	Accretion |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Year\tEnded\tDecember\t31,\n\t\t\t\t\t\t2013 | \t\t\t\t\t\t2012 | Amount\t\tof\nIncrease\n(Decrease) | Percent\nIncrease\n(Decrease) |
| Depreciation,\tamortization\tand\taccretion | $800,145 | $644,276 | $155,869 | 24% |

Depreciation,	amortization	and	accretion	for	the	year	ended	December	31,	2013	increased	24%	to	$800.1	million.	The	increase	was	primarily	attributable	to	the depreciation,	amortization	and	accretion	associated	with	the	acquisition	or	construction	of	approximately	21,880	sites	since	January	1,	2012,	which	resulted	in	an increase	in	property	and	equipment	and	intangible	assets	subject	to	amortization.

Other	operating	expenses	for	the	year	ended	December	31,	2013	increased	15%	to	$71.5	million	primarily	due	to	an	increase	of	approximately	$11.9	million	in acquisition	related	costs.	This	increase	was	partially	offset	by	a	decrease	of	approximately	$1.9	million	in	losses	from	the	sale	or	disposal	of	assets	and	impairment charges.

Interest	income,	TV	Azteca,	net	for	the	year	ended	December	31,	2013	increased	56%	to	$22.2	million.	During	the	year	ended	December	31,	2013,	we	received	a payment	from	TV	Azteca,	which	included	$28.0	million	of	principal	on	the	notes	receivable	from	TV	Azteca,	related	interest	and	a	prepayment	penalty	of	$4.9	million. In	addition,	we	recorded	additional	interest	income	of	$2.7	million	related	to	the	write-off	of	a	portion	of	the	unamortized	discount	associated	with	the	original	notes receivable.

Interest	expense	for	the	year	ended	December	31,	2013	increased	14%	to	$458.3	million.	The	increase	was	primarily	attributable	to	an	increase	in	our	average debt	outstanding	of	approximately	$2.9	billion,	which	was	primarily	used	to	fund	our	acquisitions,	partially	offset	by	a	decrease	in	our	annualized	weighted	average	cost of	borrowing	from	5.37%	to	4.40%.	The	weighted	average	contractual	interest	rate	was	3.84%	at	December	31,	2013.

During	the	year	ended	December	31,	2013,	loss	on	retirement	of	long-term	obligations	increased	to	$38.7	million.	We	recorded	a	loss	of	$35.3	million	due	to	the repayment	of	the	$1.75	billion	outstanding	balance	of	the	Certificates	and	incurred	prepayment	consideration	and	recorded	the	acceleration	of	deferred	financing	costs. In	addition,	we	recorded	a	loss	of	$3.4	million	related	to	the	acceleration	of	the	remaining	deferred	financing	costs	associated	with	the	2011	Credit	Facility,	which	was terminated	in	June	2013,	and	the	2012	Term	Loan,	which	was	terminated	in	October	2013.

During	the	year	ended	December	31,	2013,	other	expense	increased	to	$207.5	million.	The	increase	was	primarily	a	result	of	an	increase	in	unrealized	foreign currency	losses	of	$177.4	million.	During	the	years	ended	December	31,	2013	and	2012,	we	recorded	unrealized	foreign	currency	losses	of	approximately	$211.7	million and	$34.3	million,	respectively,	resulting	primarily	from	fluctuations	in	the	foreign	currency	exchange	rates	associated	with	our	intercompany	notes	and	similar unaffiliated	balances	denominated	in	a	currency	other	than	the	subsidiaries'	functional	currencies.	The	increase	in	unrealized	foreign	currency	losses	is	primarily	due	to the	negative	impact	associated	with	fluctuations	in	GHS	and	BRL.

|  | Year	Ended	December	31,<br>						2013 | 2012 | Amount<br>of<br>Increase<br>(Decrease) | Percent<br>Increase<br>(Decrease) |
| :--- | :--- | :--- | :--- | :--- |
| Income\ttax\tprovision | $59,541 | $107,304 | $(47,763) | (45)% |
| Effective\ttax\trate | 11.0% | 15.3% |  |  |

The	income	tax	provision	for	the	year	ended	December	31,	2013	decreased	45%	to	$59.5	million.	The	ETR	for	the	year	ended	December	31,	2013	decreased	to 11.0%	from	15.3%.	The	ETR	during	the	year	ended	December	31,	2012	included	an	increase	of	8%	due	to	a	valuation	allowance	recorded	on	certain	previously unreserved	deferred	tax	assets.	The	ETR	during	the	year	ended	December	31,	2013	included	an	increase	of	4%	due	to	the	restructuring	of	our	domestic	TRSs.

The	ETR	on	income	from	continuing	operations	for	the	years	ended	December	31,	2013	and	2012	differs	from	the	federal	statutory	rate	primarily	due	to	our qualification	for	taxation	as	a	REIT	effective	as	of	January	1,	2012	and	adjustments	for	foreign	items.

|  | Year	Ended	December	31,<br>2013 | 2012 | Amount	of<br>Increase<br>(Decrease) | Percent<br>Increase<br>(Decrease) |
| :--- | :--- | :--- | :--- | :--- |
| Net\tincome | $482,208 | $594,025 | $(111,817) | (19)% |
| Income\ton\tequity\tmethod\tinvestments | — | (35) | (35) | (100) |
| Income\ttax\tprovision | 59,541 | 107,304 | (47,763) | (45) |
| Other\texpense | 207,500 | 38,300 | 169,200 | 442 |
| Loss\ton\tretirement\tof\tlong-term\tobligations | 38,701 | 398 | 38,303 | 9,624 |
| Interest\texpense | 458,296 | 401,665 | 56,631 | 14 |
| Interest\tincome | (9,706) | (7,680) | 2,026 | 26 |
| Other\toperating\texpenses | 71,539 | 62,185 | 9,354 | 15 |
| Depreciation,\tamortization\tand\taccretion | 800,145 | 644,276 | 155,869 | 24 |
| Stock-based\tcompensation\texpense | 68,138 | 51,983 | 16,155 | 31 |
| Adjusted\tEBITDA | $2,176,362 | $1,892,421 | $283,941 | 15% |

Net	income	for	the	year	ended	December	31,	2013	decreased	19%	to	$482.2	million.	The	increase	in	our	operating	profit	of	$307.2	million,	as	described	above, was	partially	offset	by	increases	in	corporate	SG&A,	depreciation,	amortization	and	accretion	expense,	interest	expense	and	a	loss	on	retirement	of	long-term	obligations recorded	during	the	year	ended	December	31,	2013.	In	addition,	the	increase	in	our	operating	profit	was	partially	offset	by	an	increase	in	other	expenses,	primarily	due	to unrealized	foreign	currency	losses.	Net	income	was	positively	impacted	by	a	decrease	in	our	income	tax	provision.

Adjusted	EBITDA	for	the	year	ended	December	31,	2013	increased	15%	to	$2,176.4	million.	Adjusted	EBITDA	growth	was	primarily	attributable	to	the	increase in	our	gross	margin	of	$355.8	million,	and	was	partially	offset	by	an	increase	in	SG&A	of	$71.9	million,	excluding	the	impact	of	stock-based	compensation	expense.

|  | Year	Ended	December	31,<br>2013 | 2012 | Amount		of<br>Increase<br>(Decrease) | Percent<br>Increase<br>(Decrease) |
| :--- | :--- | :--- | :--- | :--- |
| Net\tincome | $482,208 | $594,025 | $(111,817) | (19)% |
| Real\testate\trelated\tdepreciation,\tamortization\tand\taccretion | 701,292 | 562,298 | 138,994 | 25 |
| Losses\tfrom\tsale\tor\tdisposal\tof\treal\testate\tand\treal\testate\trelated\timpairment\tcharges | 32,475 | 23,650 | 8,825 | 37 |
| Adjustments\tfor\tunconsolidated\taffiliates\tand\tnoncontrolling\tinterest | 41,000 | 20,238 | 20,762 | 103 |
| NAREIT\tFFO | $1,256,975 | $1,200,211 | $56,764 | 5% |
| Straight-line\trevenue | (147,664) | (165,806) | (18,142) | (11) |
| Straight-line\texpense | 29,732 | 33,700 | (3,968) | (12) |
| Stock-based\tcompensation\texpense | 68,138 | 51,983 | 16,155 | 31 |
| Non-cash\tportion\tof\ttax\tprovision | 7,865 | 38,027 | (30,162) | (79) |
| Non-real\testate\trelated\tdepreciation,\tamortization\tand\taccretion | 98,853 | 81,978 | 16,875 | 21 |
| Amortization\tof\tdeferred\tfinancing\tcosts,\tcapitalized\tinterest,\tdebt\tdiscounts\tand\tpremiums\tand\tlong-term |  |  |  |  |
| deferred\tinterest\tcharges | 22,955 | 21,008 | 1,947 | 9 |
| Other\texpense(1) | 207,500 | 38,300 | 169,200 | 442 |
| Loss\ton\tretirement\tof\tlong-term\tobligations | 38,701 | 398 | 38,303 | 9,624 |
| Other\toperating\texpenses(2) | 39,064 | 38,535 | 529 | 1 |
| Capital\timprovement\tcapital\texpenditures | (81,218) | (75,444) | 5,774 | 8 |
| Corporate\tcapital\texpenditures | (30,383) | (20,047) | 10,336 | 52 |
| Adjustments\tfor\tunconsolidated\taffiliates\tand\tnoncontrolling\tinterest | (41,000) | (20,238) | 20,762 | 103 |
| AFFO | $1,469,518 | $1,222,605 | $246,913 | 20% |

(1) Primarily	includes	unrealized	loss	on	foreign	currency	exchange	rate	fluctuations.

(2) Primarily	includes	transaction	related	costs.

NAREIT	FFO	for	the	year	ended	December	31,	2013	was	$1,257.0	million	as	compared	to	NAREIT	FFO	of	$1,200.2	million	for	the	year	ended	December	31, 2012.	AFFO	for	the	year	ended	December	31,	2013	increased	20%	to	$1,469.5	million	as	compared	to	$1,222.6	million	for	the	year	ended	December	31,	2012.	AFFO growth	was	primarily	attributable	to	the	increase	in	our	operating	profit	and	a	decrease	in	cash	paid	for	income	taxes,	partially	offset	by	an	increase	in	corporate	SG&A, cash	paid	for	interest	and	capital	improvement	and	corporate	capital	expenditures.

# Liquidity	and	Capital	Resources

During	the	year	ended	December	31,	2014,	we	raised	capital,	thereby	increasing	our	financial	flexibility	and	our	ability	to	grow	our	business	while	reducing	our leverage,	consistent	with	our	long-term	financial	policies.	Our	significant	2014	financing	transactions	included:

•The	completion	of	registered	public	offerings	(i)	through	a	reopening	of	the	3.40%	Notes	and	a	reopening	of	the	5.00%	Notes,	in	aggregate	principal amounts	of	$250.0	million	and	$500.0	million,	respectively	and	(ii)	of	the	3.450%	Notes	in	an	aggregate	principal	amount	of	$650.0	million.	We	used	the net	proceeds	from	each	offering	to	repay	certain	indebtedness	under	our	existing	credit	facilities.

•The	completion	of	a	registered	public	offering	of	6,000,000	shares	of	Mandatory	Convertible	Preferred	Stock.	We	used	the	net	proceeds	of	$582.9	million to	fund	acquisitions	initially	funded	by	indebtedness	incurred	under	the	2013	Credit	Facility.

•The	amendment	and	restatement	of	our	2012	Credit	Facility,	which,	among	other	things,	increased	the	commitments	thereunder	to	$1.5	billion	and extended	the	maturity	date	to	January	31,	2020.

As	of	December	31,	2014,	we	had	approximately	$2.7	billion	of	total	liquidity,	comprised	of	approximately	$313.5	million	in	cash	and	cash	equivalents	and	the ability	to	borrow	up	to	$2.4	billion,	net	of	outstanding	letters	of	credit,	under	the	2013	Credit	Facility	and	the	2014	Credit	Facility.

Summary	cash	flow	information	for	the	years	ended	December	31,	2014,	2013	and	2012	is	set	forth	below	(in	thousands):

|  | 2014 | 2013 | 2012 |
| :--- | :--- | :--- | :--- |
| Net\tcash\tprovided\tby\t(used\tfor): |  |  |  |
| Operating\tactivities | $2,134,589 | $1,599,047 | $1,414,391 |
| Investing\tactivities | (1,949,548) | (5,173,337) | (2,558,385) |
| Financing\tactivities | (134,591) | 3,525,565 | 1,170,366 |
| Net\teffect\tof\tchanges\tin\texchange\trates\ton\tcash\tand\tcash\tequivalents | (30,534) | (26,317) | 12,055 |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | $19,916 | $(75,042) | $38,427 |

We	use	our	cash	flows	to	fund	our	operations	and	investments	in	our	business,	including	tower	maintenance	and	improvements,	communications	site	construction and	managed	network	installations,	and	tower	and	land	acquisitions.	Additionally,	we	use	our	cash	flows	to	make	distributions,	including	distributions	of	our	REIT taxable	income	to	maintain	our	qualification	for	taxation	as	a	REIT	under	the	Code.	We	may	also	repurchase	our	existing	indebtedness	from	time	to	time.	We	typically fund	our	international	expansion	efforts	primarily	through	a	combination	of	cash	on	hand,	intercompany	debt	and	equity	contributions.

As	of	December	31,	2014,	we	had	total	outstanding	indebtedness	of	approximately	$14.6	billion,	with	a	current	portion	of	$897.6	million.	During	the	year	ended December	31,	2014,	we	generated	sufficient	cash	flow	from	operations	to	fund	our	capital	expenditures	and	debt	service	obligations,	as	well	as	our	required	REIT 46

distributions.	We	believe	the	cash	generated	by	operating	activities	during	the	year	ending	December	31,	2015,	together	with	our	increased	borrowing	capacity	under	our credit	facilities	and	bridge	loan	commitment,	will	be	sufficient	to	fund	our	required	distributions,	capital	expenditures,	debt	service	obligations	(interest	and	principal repayments)	and	signed	acquisitions.	As	of	December	31,	2014,	we	had	approximately	$185.8	million	of	cash	and	cash	equivalents	held	by	our	foreign	subsidiaries,	of which	$67.1	million	was	held	by	our	joint	ventures.	Historically,	it	has	not	been	our	practice	to	repatriate	cash	from	our	foreign	subsidiaries	primarily	due	to	our ongoing	expansion	efforts	and	related	capital	needs.	However,	in	the	event	that	we	do	repatriate	any	funds,	we	may	be	required	to	accrue	and	pay	taxes.

# Cash	Flows	from	Operating	Activities

For	the	year	ended	December	31,	2014,	cash	provided	by	operating	activities	increased	$535.5	million	as	compared	to	the	year	ended	December	31,	2013.	This increase	was	primarily	due	to	an	increase	in	the	operating	profit	of	our	rental	and	management	segments,	cash	provided	by	working	capital	and	a	decrease	in	restricted cash,	partially	offset	by	increases	in	cash	paid	for	interest	and	taxes.	Working	capital	was	positively	impacted	by	the	receipt	of	capital	contributions	from	tenants	and	a value	added	tax	refund,	partially	offset	by	an	increase	in	accounts	receivable.

For	the	year	ended	December	31,	2013,	cash	provided	by	operating	activities	increased	$184.7	million	as	compared	to	the	year	ended	December	31,	2012.	This increase	was	primarily	due	to	an	increase	in	the	operating	profit	of	our	rental	and	management	segments	as	compared	to	the	year	ended	December	31,	2012,	partially offset	by	increases	in	Other	SG&A	and	cash	paid	for	interest	and	a	decrease	in	cash	provided	by	working	capital.	Working	capital	was	positively	impacted	by	the	receipt of	capital	contributions	from	tenants	and	partially	offset	by	an	increase	in	prepaid	assets.

# Cash	Flows	from	Investing	Activities

For	the	year	ended	December	31,	2014,	cash	used	for	investing	activities	decreased	approximately	$3,223.8	million,	as	compared	to	the	year	ended	December	31, 2013.	Our	significant	investing	activities	in	2014	included	the	following:

•	 We	spent	$974.4	million	for	purchases	of	property	and	equipment	and	construction	activities,	including	(i)	$521.6	million	of	capital	expenditures	for discretionary	capital	projects,	such	as	completion	of	the	construction	of	approximately	3,133	communications	sites	and	the	installation	of	approximately 530	shared	generators	domestically,	(ii)	$133.7	million	spent	to	acquire	land	under	our	towers	that	was	subject	to	ground	agreements	(including	leases), (iii)	$99.2	million	of	capital	expenditures	related	to	capital	improvements	primarily	attributable	to	our	communications	sites	and	corporate	capital expenditures	primarily	attributable	to	information	technology	improvements,	(iv)	$194.4	million	for	the	redevelopment	of	existing	communications	sites	to accommodate	new	tenant	equipment	and	(v)	$25.5	million	of	capital	expenditures	related	to	start-up	capital	projects	primarily	attributable	to	acquisitions and	new	market	launches	and	costs	that	are	contemplated	in	the	business	cases	for	these	investments.

•	 We	completed	the	acquisition	of	100%	of	the	equity	interests	of	BR	Towers	for	an	estimated	preliminary	purchase	price	of	approximately	$568.9	million, net	of	debt	assumed	and	outstanding	preferred	stock.

•	 We	spent	$441.7	million	for	the	acquisition	of	an	aggregate	of	approximately	400	communications	sites	in	Brazil,	Ghana,	Mexico,	Uganda	and	the	United States,	as	well	as	to	satisfy	obligations	related	to	sites	acquired	during	the	year	ended	December	31,	2013	in	Brazil,	South	Africa	and	the	United	States.

For	the	year	ended	December	31,	2013,	cash	used	for	investing	activities	increased	approximately	$2,615.0	million,	as	compared	to	the	year	ended	December	31, 2012.	Our	significant	investing	transactions	in	2013	included	the	following:

•	 We	spent	$724.5	million	for	purchases	of	property	and	equipment	and	construction	activities,	including	(i)	$381.6	million	of	capital	expenditures	for discretionary	capital	projects,	such	as	completion	of	the	construction	of	approximately	2,370	communications	sites	and	the	installation	of	approximately 1,310	shared	generators	domestically,	(ii)	$83.8	million	spent	to	acquire	land	under	our	towers	that	was	subject	to	ground	agreements	(including	leases), (iii)	$111.6	million	of	capital	expenditures	related	to	capital	improvements	primarily	attributable	to	our	communications	sites	and	corporate	capital expenditures	primarily	attributable	to	information	technology	improvements,	(iv)	$120.8	million	for	the	redevelopment	of	existing	communications	sites	to accommodate	new	tenant	equipment	and	(v)	$26.7	million	of	capital	expenditures	related	to	start-up	capital	projects	primarily	attributable	to	acquisitions and	new	market	launches	and	costs	that	are	contemplated	in	the	business	cases	for	these	investments.

•	 We	completed	the	acquisition	of	MIPT	for	a	purchase	price	of	approximately	$4.9	billion,	funded	by	cash	payments	of	$3.3	billion	and	the	assumption	of approximately	$1.5	billion	of	existing	MIPT	debt.	In	addition,	we	spent	$1.2	billion	to	acquire	approximately	5,330	communications	sites	in	our	legacy markets,	primarily	in	Mexico	and	Brazil.

We	plan	to	continue	to	allocate	our	available	capital,	after	satisfying	our	distribution	requirements,	among	investment	alternatives	that	meet	our	return	on investment	criteria.	Accordingly,	we	expect	to	continue	to	deploy	our	capital	through	our	annual	capital	expenditure	program,	including	land	purchases	and	new	site construction,	and	through	acquisitions.	We	expect	that	our	2015	total	capital	expenditures	will	be	between	approximately	$800	million	and	$900	million,	including: (i)	between	$105	million	and	$115	million	for	capital	improvements	and	corporate	capital	expenditures,	(ii)	between	$30	million	and	$40	million	for	start-up	capital projects,	(iii)	between	$155	million	and	$175	million	for	the	redevelopment	of	existing	communications	sites,	(iv)	between	$170	million	and	$190	million	for	ground lease	purchases	and	(v)	between	$340	million	and	$380	million	for	other	discretionary	capital	projects	including	the	construction	of	approximately	2,750	to	3,250	new communications	sites.

# Cash	Flows	from	Financing	Activities

Our	significant	financing	transactions	were	as	follows	(in	millions):

|  | Year	ended	December	31,	2014 | Year	ended	December	31,	2014 |
| :--- | :--- | :--- |
|  | \t\t\t\t\t\t2014 | \t\t\t\t\t\t2013 |
| Proceeds\tfrom\tterm\tloan | $— | $1,500.0 |
| Proceeds\tfrom\tissuance\tof\tsenior\tnotes,\tnet | 1,415.8 | 2,221.8 |
| Proceeds\tfrom\tthe\tissuance\tof\tpreferred\tstock,\tnet | 583.1 | — |
| Proceeds\tfrom\tissuance\tof\tSecurities | — | 1,778.5 |
| Repayment\tof\tCertificates | — | (1,750.0) |
| Repayment\tof\tterm\tloan | — | (750.0) |
| Purchases\tof\tcommon\tstock | — | (145.0) |
| Distributions\tpaid\ton\tcommon\tstock | (404.6) | (434.7) |

In	addition	to	the	transactions	noted	above,	our	financing	activities	included	borrowings	and	repayments	under	our	credit	facilities	and	other	long-term borrowings.

Mandatory	Convertible	Preferred	Stock	Offering.	On	May	12,	2014,	we	completed	a	registered	public	offering	of	6,000,000	shares	of	our	Mandatory	Convertible Preferred	Stock.	The	net	proceeds	of	the	offering

were	$582.9	million	after	deducting	commissions	and	estimated	expenses.	We	used	the	net	proceeds	from	this	offering	to	fund	acquisitions,	including	the	acquisition from	Richland,	initially	funded	by	indebtedness	incurred	under	the	2013	Credit	Facility.

Unless	converted	earlier,	each	share	of	the	Mandatory	Convertible	Preferred	Stock	will	automatically	convert	on	May	15,	2017,	into	between	0.9174	and	1.1468 shares	of	common	stock,	depending	on	the	applicable	market	value	of	the	common	stock	and	subject	to	anti-dilution	adjustments.

Dividends	on	shares	of	Mandatory	Convertible	Preferred	Stock	are	payable	on	a	cumulative	basis	when,	as	and	if	declared	by	our	Board	of	Directors	(or	an authorized	committee	thereof)	at	an	annual	rate	of	5.25%	on	the	liquidation	preference	of	$100.00	per	share,	on	February	15,	May	15,	August	15	and	November	15	of each	year,	commencing	on	August	15,	2014	to,	and	including,	May	15,	2017.	We	may	pay	dividends	in	cash	or,	subject	to	certain	limitations,	in	shares	of	common	stock or	any	combination	of	cash	and	shares	of	common	stock.	The	terms	of	the	Mandatory	Convertible	Preferred	Stock	provide	that,	unless	full	cumulative	dividends	have been	paid	or	set	aside	for	payment	on	all	outstanding	Mandatory	Convertible	Preferred	Stock	for	all	prior	dividend	periods,	no	dividends	may	be	declared	or	paid	on common	stock.

GTP	Notes.	In	connection	with	our	acquisition	of	MIPT,	we	assumed	approximately	$1.49	billion	principal	amount	of	existing	indebtedness	issued	by	certain subsidiaries	of	GTP	in	several	securitization	transactions.	GTP	Acquisition	Partners	I,	LLC	("GTP	Partners")	issued	the	Series	2011-1	notes,	Series	2011-2	notes	and Series	2013-1	notes,	and	GTP	Cellular	Sites,	LLC	("GTP	Cellular	Sites,"	and	together	with	GTP	Partners,	the	"GTP	Issuers")	issued	the	Series	2012-1	notes	and	Series 2012-2	notes.

In	August	2014,	we	repaid	in	full	the	aggregate	principal	amount	outstanding	of	$250.0	million	under	the	Series	2010-1	Class	C	Notes	and	the	Series	2010-1 Class	F	Notes	issued	by	GTP	Towers	Issuer,	LLC	(together,	the	"Series	2010-1	Notes").

The	following	table	sets	forth	certain	terms	of	the	GTP	Notes:

(1) Does	not	reflect	MIPT's	repayment	of	approximately	$1.4	million	aggregate	principal	amount	prior	to	the	date	of	acquisition	and	our	repayment	of	approximately $3.5	million	aggregate	principal	amount	after	the	date	of	acquisition	in	accordance	with	the	repayment	schedules.

BR	Towers	Debt.	In	connection	with	the	acquisition	of	BR	Towers,	we	assumed	approximately	671.5	million	BRL	(approximately	$261.1	million	based	on exchange	rates	at	the	date	of	closing)	aggregate	principal	amount	of	existing	indebtedness	consisting	of	(i)	323.4	million	of	BRL	denominated	privately	issued	simple debentures	("BR	Towers	Private	Debentures")	(with	an	original	principal	amount	of	330.0	million	BRL),	(ii)	313.1	million	BRL	of	denominated	publicly	issued	simple debentures	("BR	Towers	Debentures")	(with	an	original	principal	amount	of	300.0	million	BRL)	issued	by	a	subsidiary	of	BR	Towers	(the	"BRT	Issuer"),	and	(iii)	a BRL	denominated	credit	facility	with	Banco	Nacional	de	Desenvolvimento	Economico	e	Social,	which

allows	a	subsidiary	of	BR	Towers	(the	"BRT	Borrower")	to	borrow	up	to	48.1	million	BRL	through	an	intermediary	bank	(the	"BR	Towers	Credit	Facility").

On	December	11,	2014,	we	repaid	all	amounts	outstanding	under	the	BR	Towers	Private	Debentures,	which	included	a	prepayment	penalty	of	3.2	million	BRL (approximately	$1.2	million	on	the	date	of	repayment).

The	BR	Towers	Debentures	were	issued	on	October	15,	2013,	and	have	a	maturity	date	of	October	15,	2023.	The	BR	Towers	Debentures	bear	interest	at	a	rate	of 7.40%.	The	aggregate	principal	amount	of	the	BR	Towers	Debentures	may	be	adjusted	periodically	relative	to	changes	in	the	National	Extended	Consumer	Price	Index. Any	such	increase	in	the	principal	amount	will	be	capitalized	in	a	manner	consistent	with	the	agreement	governing	the	BR	Towers	Debentures	(the	"Debenture Agreement").	Payments	of	principal	and	interest	are	made	quarterly,	beginning	on	January	15,	2014,	in	accordance	with	the	amortization	schedule	set	forth	in	the Debenture	Agreement.

We	may	redeem	the	BR	Towers	Debentures	beginning	on	October	15,	2018	at	the	then	outstanding	principal	amount	plus	a	surcharge,	calculated	in	accordance with	the	Debenture	Agreement,	and	all	accrued	and	unpaid	interest	thereon.	As	of	December	31,	2014,	we	had	315.3	million	BRL	(approximately	$118.7	million) aggregate	principal	amount	outstanding	under	the	BR	Towers	Debentures.

The	BR	Towers	Debentures	are	secured	by	(i)	100%	of	the	shares	of	the	BRT	Issuer	and	(ii)	all	proceeds	and	rights	from	the	issuance	of	the	BR	Towers Debentures,	including	amounts	in	a	Resource	Account	(as	defined	in	the	applicable	agreement).	The	Debenture	Agreement	includes	contractual	covenants	and	other restrictions	customary	for	public	debentures.	Among	other	things,	the	Debenture	Agreement	requires	that	(i)	the	BRT	Issuer	maintain	a	debt	service	coverage	ratio	of	at least	1.10,	(ii)	the	risk	rating	of	the	BR	Towers	Debentures	not	be	downgraded	by	two	or	more	notches,	(iii)	the	BRT	Issuer	meet	certain	conditions	to	distribute dividends	or	interest	on	the	issuer's	own	capital,	(iv)	the	issuer	not	incur	additional	indebtedness	in	an	aggregate	amount	greater	than	5.0	million	BRL	(which	amount	is subject	to	adjustment	as	set	forth	in	the	agreement)	and	(v)	the	issuer	maintain	a	leverage	index	(as	defined	in	the	Debenture	Agreement)	of	at	least	30%.

The	BR	Towers	Credit	Facility	consists	of	three	sublimits	of	20.2	million	BRL,	27.6	million	BRL	and	0.2	million	BRL,	respectively.	The	sublimits	mature between	July	15,	2020	and	January	15,	2022	and	had	interest	rates	between	3.50%	and	10.80%	as	of	December	31,	2014.

As	of	December	31,	2014,	43.5	million	BRL	(approximately	$16.4	million)	was	outstanding	under	the	BR	Towers	Credit	Facility	and	the	BRT	Borrower maintains	the	ability	to	draw	down	the	remaining	4.6	million	BRL	(approximately	$1.7	million)	until	June	26,	2015.	The	BR	Towers	Credit	Facility	is	secured	by	the conditional	assignment	of	receivables.

Mexican	Loan.	In	connection	with	the	acquisition	of	towers	in	Mexico	from	NII	Holdings,	Inc.	("NII")	during	the	fourth	quarter	of	2013,	one	of	our	Mexican subsidiaries	entered	into	a	5.2	billion	MXN	denominated	unsecured	bridge	loan	(the	"Mexican	Loan")	and	subsequently	borrowed	approximately	4.9	billion	MXN (approximately	$374.7	million	at	the	date	of	borrowing).	Our	Mexican	subsidiary's	ability	to	further	draw	under	the	Mexican	Loan	expired	in	February	2014.	The Mexican	Loan	bears	interest	at	a	margin	over	the	Equilibrium	Interbank	Interest	Rate	("TIIE").	During	the	year	ended	December	31,	2014,	our	Mexican	subsidiary repaid	1.1	billion	MXN	(approximately	$80.4	million	on	the	date	of	repayment)	of	the	outstanding	indebtedness	using	cash	on	hand.	As	of	December	31,	2014,	the current	margin	over	TIIE	was	1.50%.

Ghana	Loan	and	2014	Ghana	Loan.	During	the	year	ended	December	31,	2014,	our	joint	venture	in	Ghana	with	MTN	Group	Limited	converted	$175.2	million	of existing	notes	under	the	U.S.	Dollar-denominated	shareholder	loan	(the	"Ghana	Loan")	into	a	new	220.9	million	GHS	(approximately	$68.7	million)	denominated shareholder	loan	(the	"2014	Ghana	Loan"),	as	the	borrower,	with	one	of	our	wholly	owned	subsidiaries	(the	"ATC	Ghana	Subsidiary")	and	a	wholly	owned	subsidiary	of MTN	Ghana	(the	"MTN	Ghana	Subsidiary"),	as	the

lenders.	The	2014	Ghana	Loan	accrues	interest	at	21.87%	per	annum	and	matures	on	December	31,	2019.	The	portion	of	the	loans	made	by	the	ATC	Ghana	Subsidiary	is eliminated	in	consolidation	and	the	portion	of	the	loans	made	by	the	MTN	Ghana	Subsidiary	is	reported	as	outstanding	debt.

Colombian	Credit	Facility.	On	October	14,	2014,	one	of	our	Colombian	subsidiaries	("ATC	Sitios")	entered	into	a	loan	agreement	for	a	new	200.0	billion	COP (approximately	$96.8	million	at	the	date	of	borrowing)	denominated	long-term	credit	facility	(the	"Colombian	Credit	Facility").	On	October	24,	2014,	ATC	Sitios	used borrowings	under	the	Colombian	Credit	Facility,	together	with	cash	on	hand,	to	repay	the	Colombian	Long-Term	Credit	Facility,	as	well	as	to	repay	six	COP denominated	bridge	loans,	which	one	of	our	Colombian	subsidiaries	had	entered	into	in	connection	with	the	acquisition	of	communications	sites	in	Colombia.

Any	outstanding	principal	and	accrued	but	unpaid	interest	will	be	due	and	payable	in	full	at	maturity.	The	Colombian	Credit	Facility	may	be	prepaid	in	whole	or in	part,	subject	to	certain	limitations	and	prepayment	consideration,	at	any	time.

Principal	and	interest	are	payable	quarterly	in	arrears	with	principal	due	in	accordance	with	the	repayment	schedule	included	in	the	loan	agreement.	Interest accrues	at	a	per	annum	rate	equal	to	4.00%	above	the	three-month	Inter-bank	Rate	("IBR")	in	effect	at	the	beginning	of	each	Interest	Period	(as	defined	in	the	loan agreement).	The	loan	agreement	also	requires	that	ATC	Sitios	manage	exposure	to	variability	in	interest	rates	on	certain	of	the	amounts	outstanding	under	the	Colombian Credit	Facility.	As	of	December	31,	2014,	the	interest	rate,	after	giving	effect	to	the	interest	rate	swap	agreements,	is	9.05%.

The	Colombian	Credit	Facility	is	secured	by,	among	other	things,	liens	on	towers	owned	by	ATC	Sitios.	The	loan	agreement	contains	certain	reporting, information,	financial	ratios	and	operating	covenants.	Failure	to	comply	with	certain	of	the	financial	and	operating	covenants	would	constitute	a	default,	which	could result	in,	among	other	things,	the	amounts	outstanding,	including	all	accrued	interest	and	unpaid	fees,	becoming	immediately	due	and	payable.

Colombian	Loan.	In	connection	with	the	establishment	of	our	joint	venture	with	Millicom	International	Cellular	SA	("Millicom")	and	the	acquisition	of	certain communications	sites	in	Colombia,	ATC	Colombia	B.V.,	our	majority	owned	subsidiary,	entered	into	a	U.S.	Dollar-denominated	shareholder	loan	agreement	(the "Colombian	Loan"),	as	the	borrower,	with	our	wholly	owned	subsidiary	(the	"ATC	Colombian	Subsidiary"),	and	a	wholly	owned	subsidiary	of	Millicom	(the	"Millicom Subsidiary"),	as	the	lenders.	During	the	year	ended	December	31,	2014,	the	joint	venture	borrowed	an	additional	$3.0	million	under	the	Colombian	Loan,	which	was subsequently	converted	from	debt	to	equity.	In	July	2014,	we	purchased	Millicom's	interest	in	the	joint	venture	and	the	Colombian	Loan	using	proceeds	from borrowings	under	the	2013	Credit	Facility.

Costa	Rica	Loan.	In	connection	with	our	acquisition	of	MIPT,	we	assumed	$32.6	million	of	secured	debt	in	Costa	Rica	(the	"Costa	Rica	Loan"),	which	we	repaid in	full	in	February	2014.

Richland	Notes.	In	connection	with	our	acquisition	of	entities	holding	a	portfolio	of	communications	sites	from	Richland,	we	assumed	approximately	$196.5 million	of	secured	debt	(the	"Richland	Notes"),	which	we	repaid	in	full	in	June	2014.

Short-Term	Credit	Facility.	In	September	2013,	we	entered	into	a	$1.0	billion	senior	unsecured	revolving	credit	facility	(the	"Short-Term	Credit	Facility"),	which matured	on	September	19,	2014.	The	Short-Term	Credit	Facility	was	undrawn	at	the	time	of	maturity.

2013	Credit	Facility.	In	June	2013,	we	entered	into	the	2013	Credit	Facility.	The	2013	Credit	Facility	has	a	term	of	five	years	and	includes	two	optional	one-year renewal	periods.	The	current	margin	over	the	London	Interbank	Offered	Rate	("LIBOR")	that	we	incur	on	borrowings	(should	we	choose	LIBOR	Advances)	is	1.250% and	the	current	commitment	fee	on	the	undrawn	portion	is	0.150%.

On	September	19,	2014,	we	entered	into	an	amendment	agreement	with	respect	to	the	2013	Credit	Facility,	which	(i)	amended	the	limitation	on	indebtedness	of, and	guaranteed	by,	our	subsidiaries	to	the	greater	of	(x)	$800.0	million	and	(y)	50%	of	Adjusted	EBITDA	(as	defined	in	the	2013	Credit	Facility)	on	a	consolidated	basis as	of	the	last	day	of	the	most	recently	completed	fiscal	quarter	and	(ii)	permitted	indebtedness	owed	by	certain	of	our	subsidiaries	to	our	joint	venture	partners.

During	the	year	ended	December	31,	2014,	we	borrowed	$912.0	million	and	repaid	an	aggregate	of	$2.8	billion	of	revolving	indebtedness	under	the	2013	Credit Facility.	As	of	December	31,	2014,	we	had	no	amounts	outstanding	and	approximately	$3.2	million	of	undrawn	letters	of	credit	under	the	2013	Credit	Facility.	In February	2015,	we	borrowed	a	net	amount	of	$115.0	million	under	the	2013	Credit	Facility.	We	maintain	the	ability	to	draw	down	and	repay	amounts	under	the	2013 Credit	Facility	in	the	ordinary	course.

2013	Term	Loan.	In	October	2013,	we	entered	into	a	$1.5	billion	unsecured	term	loan	(the	"2013	Term	Loan").	The	2013	Term	Loan	includes	an	expansion	option allowing	us	to	request	additional	commitments	of	up	to	$500.0	million.

On	September	19,	2014,	we	entered	into	an	amendment	agreement	with	respect	to	the	2013	Term	Loan,	which	(i)	amended	the	limitation	on	indebtedness	of,	and guaranteed	by,	our	subsidiaries	to	the	greater	of	(x)	$800.0	million	and	(y)	50%	of	Adjusted	EBITDA	(as	defined	in	the	2013	Term	Loan)	on	a	consolidated	basis	as	of the	last	day	of	the	most	recently	completed	fiscal	quarter	and	(ii)	permitted	indebtedness	owed	by	certain	of	our	subsidiaries	to	our	joint	venture	partners.

2014	Credit	Facility.	On	September	19,	2014,	we	entered	into	the	2014	Credit	Facility,	which	amended	and	restated	the	2012	Credit	Facility	to,	among	other things,	(i)	increase	the	commitments	thereunder	to	$1.5	billion,	including	a	$50.0	million	sublimit	for	swingline	loans	and	a	$200.0	million	sublimit	for	letters	of	credit, (ii)	extend	the	maturity	date	to	January	31,	2020,	including	up	to	two	optional	renewal	periods,	(iii)	amend	the	limitation	on	indebtedness	of,	and	guaranteed	by,	our subsidiaries	to	the	greater	of	(x)	$800.0	million	and	(y)	50%	of	Adjusted	EBITDA	(as	defined	in	the	2014	Credit	Facility)	on	a	consolidated	basis	as	of	the	last	day	of	the most	recently	completed	fiscal	quarter,	(iv)	permit	indebtedness	owed	by	certain	of	our	subsidiaries	to	our	joint	venture	partners	and	(v)	add	an	expansion	feature,	which allows	us	to	request	up	to	an	aggregate	of	$500.0	million	in	additional	commitments	upon	satisfaction	of	certain	conditions.

Amounts	borrowed	under	the	2014	Credit	Facility	will	bear	interest,	at	our	option,	at	a	margin	above	LIBOR	or	the	Base	Rate.	For	LIBOR	based	borrowings, interest	rates	will	range	from	1.125%	to	2.000%	above	LIBOR.	For	Base	Rate	borrowings,	interest	rates	will	range	from	0.125%	to	1.000%	above	the	Base	Rate.	In	each case,	the	applicable	margin	is	based	upon	our	debt	ratings.	In	addition,	the	2014	Credit	Facility	requires	a	quarterly	commitment	fee	on	the	undrawn	portion	of	the commitments	ranging	from	0.125%	to	0.400%	per	annum,	based	upon	our	debt	ratings.	The	current	margin	over	LIBOR	that	we	incur	on	borrowings	is	1.250%,	and	the current	commitment	fee	on	the	undrawn	portion	of	the	commitments	is	0.150%.	The	2014	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	loan	agreement	contains	certain	reporting,	information,	financial	and	operating	covenants	and	other	restrictions	(including	limitations	on	additional	debt, guaranties,	sales	of	assets	and	liens)	with	which	we	must	comply.	Any	failure	to	comply	with	the	financial	and	operating	covenants	of	the	loan	agreement	would	not	only prevent	us	from	being	able	to	borrow	additional	funds,	but	would	constitute	a	default,	which	could	result	in,	among	other	things,	the	amounts	outstanding,	including	all accrued	interest	and	unpaid	fees,	becoming	immediately	due	and	payable.

During	the	year	ended	December	31,	2014,	we	borrowed	$1.3	billion	and	repaid	an	aggregate	of	$263.0	million	of	revolving	indebtedness	under	the	2014	Credit Facility.	As	of	December	31,	2014,	we	had	$1.1	billion

outstanding	and	approximately	$8.0	million	of	undrawn	letters	of	credit.	We	maintain	the	ability	to	draw	down	and	repay	amounts	under	the	2014	Credit	Facility	in	the ordinary	course.

Amendments	to	Bank	Facilities.	On	February	5,	2015	and	February	20,	2015,	we	entered	into	amendment	agreements	with	respect	to	the	2013	Term	Loan,	the 2013	Credit	Facility	and	the	2014	Credit	Facility.	After	giving	effect	to	these	amendments,	our	permitted	ratio	of	Total	Debt	to	Adjusted	EBITDA	(as	defined	in	the	loan agreements	for	each	of	the	facilities)	is	(i)	6.00	to	1.00	for	the	fiscal	quarters	ended	December	31,	2014	through	the	end	of	the	fiscal	quarter	ending	immediately	prior	to the	closing	of	the	Proposed	Verizon	Transaction,	(ii)	7.25	to	1.00	for	the	first	and	second	fiscal	quarters	ending	on	or	after	the	closing	of	the	Proposed	Verizon Transaction,	(iii)	7.00	to	1.00	for	the	two	subsequent	fiscal	quarters	and	(iii)	6.00	to	1.00	thereafter.	In	addition,	the	maximum	Incremental	Term	Loan	Commitments	(as defined	in	the	agreement	governing	the	2013	Term	Loan)	was	increased	to	$1.0	billion	and	the	maximum	Revolving	Loan	Commitments,	after	giving	effect	to	any Incremental	Commitments	(each	as	defined	in	the	loan	agreements	for	each	of	the	revolving	credit	facilities)	was	increased	to	$3.5	billion	and	$2.5	billion	under	the	2013 Credit	Facility	and	the	2014	Credit	Facility,	respectively.	Effective	February	20,	2015,	we	received	incremental	commitments	for	an	additional	$500.0	million	under each	of	the	2013	Term	Loan	and	2014	Credit	Facility	and	$750.0	million	under	the	2013	Credit	Facility.	As	a	result,	we	have	$2.0	billion	outstanding	under	the	2013 Term	Loan	and	may	borrow	up	to	$2.0	billion	and	$2.75	billion	under	the	2014	Credit	Facility	and	the	2013	Credit	Facility,	respectively.

Bridge	Facility.	In	connection	with	the	signing	of	a	definitive	agreement	for	the	Proposed	Verizon	Transaction,	we	entered	into	a	commitment	letter	(the "Commitment	Letter"),	dated	February	5,	2015,	with	Goldman	Sachs	Bank	USA	and	Goldman	Sachs	Lending	Partners	LLC	(collectively,	the	"Commitment	Parties"), pursuant	to	which	the	Commitment	Parties	have	committed	to	provide	up	to	$5.05	billion	in	bridge	loans	(the	"Bridge	Loan	Commitment")	to	ensure	financing	for	the Proposed	Verizon	Transaction.	Effective	February	20,	2015,	the	Bridge	Loan	Commitment	was	reduced	to	$3.3	billion	as	a	result	of	an	aggregate	of	$1.75	billion	of additional	committed	amounts	under	our	existing	bank	facilities,	as	described	above.

The	Commitment	Letter	contains,	and	the	credit	agreement	in	respect	of	the	Bridge	Loan	Commitment,	if	any,	will	contain,	certain	customary	conditions	to funding,	including,	without	limitation,	(i)	no	material	adverse	effect	with	respect	to	Verizon's	land	interests,	towers,	certain	related	improvements	and	tower	related assets	associated	with	each	communications	site	having	occurred	since	December	31,	2014,	(ii)	the	execution	and	delivery	of	definitive	financing	agreements	for	the Bridge	Loan	Commitment	and	(iii)	other	customary	closing	conditions	set	forth	in	the	Commitment	Letter.	We	will	pay	certain	customary	commitment	fees	and,	in	the event	we	make	any	borrowings,	funding	and	other	fees	in	connection	with	the	Bridge	Loan	Commitment.

# Senior	Notes	Offerings

3.40%	Senior	Notes	and	5.00%	Senior	Notes	Offering.	On	January	10,	2014,	we	completed	a	registered	public	offering	of	reopened	3.40%	Notes	and	reopened 5.00%	Notes	in	aggregate	principal	amounts	of	$250.0	million	and	$500.0	million,	respectively.	The	net	proceeds	from	the	offering	were	approximately	$763.8	million, after	deducting	commissions	and	estimated	expenses.	As	a	result,	the	aggregate	outstanding	principal	amount	of	each	of	the	3.40%	Notes	and	the	5.00%	Notes	is	$1.0 billion.	We	used	a	portion	of	the	proceeds,	together	with	cash	on	hand,	to	repay	$88.0	million	of	outstanding	indebtedness	under	the	2014	Credit	Facility	and	$710.0 million	of	outstanding	indebtedness	under	the	2013	Credit	Facility.

The	reopened	3.40%	Notes	issued	on	January	10,	2014	have	identical	terms	as,	are	fungible	with	and	are	part	of	a	single	series	of	senior	debt	securities	with	the 3.40%	Notes	issued	on	August	19,	2013.	The	reopened	5.00%	Notes	issued	on	January	10,	2014	have	identical	terms	as,	are	fungible	with	and	are	part	of	a	single	series of	senior	debt	securities	with	the	5.00%	Notes	issued	on	August	19,	2013.	The	3.40%	Notes	mature	on	February	15,	2019	and	bear	interest	at	a	rate	of	3.40%	per	annum. The	5.00%	Notes	mature	on	February	15,	2024	and	bear	interest	at	a	rate	of	5.00%	per	annum.	Accrued	and	unpaid	interest	on	the	3.40%	Notes	and	the	5.00%	Notes	is payable	in	U.S.	Dollars	semi-annually	in	arrears	on	February	15	and	August	15	of	each	year,	beginning

3.450%	Senior	Notes	Offering.	On	August	7,	2014,	we	completed	a	registered	public	offering	of	the	3.450%	Notes,	in	an	aggregate	principal	amount	of	$650.0 million.	The	net	proceeds	from	the	offering	were	approximately	$641.1	million,	after	deducting	commissions	and	estimated	expenses.	We	used	the	proceeds	to	repay existing	indebtedness	under	the	2013	Credit	Facility.

The	3.450%	Notes	mature	on	September	15,	2021	and	bear	interest	at	a	rate	of	3.450%	per	annum.	Accrued	and	unpaid	interest	on	the	3.450%	Notes	is	payable	in U.S.	Dollars	semi-annually	in	arrears	on	March	15	and	September	15	of	each	year,	beginning	on	March	15,	2015.	Interest	on	the	3.450%	Notes	accrues	from	August	7, 2014	and	is	computed	on	the	basis	of	a	360-day	year	comprised	of	twelve	30-day	months.

We	may	redeem	the	3.40%	Notes,	the	5.00%	Notes	and	the	3.450%	Notes	at	any	time	at	a	redemption	price	equal	to	100%	of	the	principal	amount	of	such	notes, plus	a	make-whole	premium,	together	with	accrued	interest	to	the	redemption	date.	If	we	undergo	a	change	of	control	and	ratings	decline,	each	as	defined	in	the applicable	supplemental	indenture	governing	such	notes,	we	may	be	required	to	repurchase	all	of	the	3.40%	Notes,	the	5.00%	Notes	or	the	3.450%	Notes	at	a	purchase price	equal	to	101%	of	the	principal	amount	of	such	notes,	plus	accrued	and	unpaid	interest	(including	additional	interest,	if	any),	up	to	but	not	including	the	repurchase date.	The	3.40%	Notes,	the	5.00%	Notes	and	the	3.450%	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.

Each	of	the	applicable	supplemental	indentures	for	the	3.40%	Notes,	the	5.00%	Notes	and	the	3.450%	Notes	contain	certain	covenants	that	restrict	our	ability	to merge,	consolidate	or	sell	assets	and	its	(together	with	our	subsidiaries')	ability	to	incur	liens.	These	covenants	are	subject	to	a	number	of	exceptions,	including	that	we and	our	subsidiaries	may	incur	certain	liens	on	assets,	mortgages	or	other	liens	securing	indebtedness,	if	the	aggregate	amount	of	such	liens	shall	not	exceed	3.5x Adjusted	EBITDA,	as	defined	in	each	of	the	supplemental	indentures.

Redemption	of	4.625%	Senior	Notes.	On	February	11,	2015,	we	redeemed	all	of	the	outstanding	4.625%	senior	notes	due	2015	(the	"4.625%	Notes").	In accordance	with	the	redemption	provisions	and	the	indenture	for	the	4.625%	Notes,	the	4.625%	Notes	were	redeemed	at	a	price	equal	to	100.5898%	of	the	principal amount,	plus	accrued	and	unpaid	interest	up	to,	but	excluding,	February	11,	2015,	for	an	aggregate	purchase	price	of	$613.6	million,	including	approximately	$10.0 million	of	accrued	and	unpaid	interest,	which	was	funded	with	borrowings	under	the	2013	Credit	Facility.	Upon	completion	of	this	redemption,	none	of	the	4.625% Notes	remained	outstanding.

Stock	Repurchase	Program.	In	March	2011,	our	Board	of	Directors	approved	a	stock	repurchase	program,	pursuant	to	which	we	are	authorized	to	purchase	up	to $1.5	billion	of	common	stock	(the	"2011	Buyback").	In	September	2013,	we	temporarily	suspended	repurchases	in	connection	with	our	acquisition	of	MIPT.

Sales	of	Equity	Securities.	We	receive	proceeds	from	sales	of	our	equity	securities	pursuant	to	our	employee	stock	purchase	plan	and	upon	exercise	of	stock options	granted	under	our	equity	incentive	plans.	For	the	year	ended	December	31,	2014,	we	received	an	aggregate	of	$62.3	million	in	proceeds	upon	exercises	of	stock options	and	from	our	employee	stock	purchase	plan.

Distributions.	As	a	REIT,	we	must	annually	distribute	to	our	stockholders	an	amount	equal	to	at	least	90%	of	our	REIT	taxable	income	(determined	before	the deduction	for	distributed	earnings	and	excluding	any	net	capital	gain).	Generally,	we	have	distributed,	and	expect	to	continue	to	distribute	all	or	substantially	all	of	our REIT	taxable	income	after	taking	into	consideration	our	utilization	of	NOLs.	Since	our	conversion	to	a	REIT	in	2012,	we	have	distributed	an	aggregate	of	approximately $1.3	billion	to	our	common	stockholders,	which	is	primarily	taxed	as	ordinary	income.

During	the	year	ended	December	31,	2014,	we	declared	an	aggregate	of	$554.6	million	in	regular	cash	distributions	to	our	common	stockholders,	which	included our	fourth	quarter	distribution	of	$0.38	per	share	(approximately	$150.7	million)	payable	on	January	13,	2015	to	common	stockholders	of	record	at	the	close	of	business on	December	16,	2014.	During	the	year	ended	December	31,	2014,	we	declared	an	aggregate	of	$23.9	million	in	cash	distributions	to	our	preferred	stockholders,	which included	a	dividend	of	$1.3125	per	share	(approximately	$7.9	million),	payable	on	February	16,	2015	to	preferred	stockholders	of	record	at	the	close	of	business	on February	1,	2015.

We	accrue	distributions	on	unvested	restricted	stock	unit	awards	granted	subsequent	to	January	1,	2012,	which	are	payable	upon	vesting.	As	of	December	31, 2014,	the	amount	accrued	for	distributions	payable	related	to	unvested	restricted	stock	units	was	$3.4	million.	During	the	year	ended	December	31,	2014,	we	paid	$0.7 million	of	distributions	upon	the	vesting	of	restricted	stock	units.

For	more	details	on	the	regular	cash	distributions	paid	to	our	common	stockholders	during	the	year	ended	December	31,	2014,	see	note	16	to	our	consolidated financial	statements	included	in	this	Annual	Report.

Contractual	Obligations.	The	following	table	summarizes	our	contractual	obligations	as	of	December	31,	2014	(in	thousands):

| Contractual	Obligations | 2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Long-term\tdebt,\tincluding\tcurrent\tportion: |  |  |  |  |  |  |  |
| American\tTower\tsubsidiary\tdebt: |  |  |  |  |  |  |  |
| Secured\tTower\tRevenue\tSecurities,\tSeries\t2013-1A(1) | $— | $— | $— | $500,000 | $— | $— | $500,000 |
| Secured\tTower\tRevenue\tSecurities,\tSeries\t2013-2A(2) | — | — | — | — | — | 1,300,000 | 1,300,000 |
| GTP\tNotes(3) | 4,935 | \t 720,640 | 93,503 | 245,000 | 172,987 | — | 1,237,065 |
| BR\tTowers\tDebentures(4) | 5,623 | 8,026 | 9,904 | 11,428 | 15,978 | 67,728 | 118,687 |
| BR\tTowers\tCredit\tFacility(4) | 1,198 | 2,874 | 2,874 | 2,874 | 2,874 | 3,695 | 16,389 |
| Unison\tNotes,\tSeries\t2010-1\tClass\tC,\tSeries\t2010-2\tClass\tC\tand\tSeries\t2010-2 |  |  |  |  |  |  |  |
| Class\tF\tnotes(5) | — | — | 67,000 | — | — | 129,000 | 196,000 |
| Mexican\tloan(6) | \t 263,426 | — | — | — | — | — | 263,426 |
| South\tAfrican\tFacility(7) | 9,448 | 13,145 | 14,788 | 15,610 | 17,253 | 4,889 | 75,133 |
| Colombian\tCredit\tFacility(8) | 4,180 | 8,360 | 12,539 | 12,539 | 12,539 | 33,439 | 83,596 |
| Shareholder\tLoans(9) | — | — | — | — | 137,655 | — | 137,655 |
| Total\tAmerican\tTower\tsubsidiary\tdebt | \t 288,810 | \t 753,045 | \t 200,608 | 787,451 | 359,286 | 1,538,751 | 3,927,951 |
| American\tTower\tCorporation\tdebt: |  |  |  |  |  |  |  |
| 2013\tCredit\tFacility | — | — | — | — | — | — | — |
| 2013\tTerm\tLoan | — | — | — | — | \t 1,500,000 | — | 1,500,000 |
| 2014\tCredit\tFacility | — | — | — | — | — | 1,100,000 | 1,100,000 |
| 4.625%\tsenior\tnotes(10) | \t 600,000 | — | — | — | — | — | 600,000 |
| 7.00%\tsenior\tnotes | — | — | \t 500,000 | — | — | — | 500,000 |
| 4.50%\tsenior\tnotes | — | — | — | \t 1,000,000 | — | — | 1,000,000 |
| 3.40%\tsenior\tnotes | — | — | — | — | \t 1,000,000 | — | 1,000,000 |
| 7.25%\tsenior\tnotes | — | — | — | — | 300,000 | — | 300,000 |
| 5.05%\tsenior\tnotes | — | — | — | — | — | 700,000 | 700,000 |
| 3.450%\tsenior\tnotes | — | — | — | — | — | 650,000 | 650,000 |
| 5.90%\tsenior\tnotes | — | — | — | — | — | 500,000 | 500,000 |
| 4.70%\tsenior\tnotes | — | — | — | — | — | 700,000 | 700,000 |
| 3.50%\tsenior\tnotes | — | — | — | — | — | 1,000,000 | 1,000,000 |
| 5.00%\tsenior\tnotes | — | — | — | — | — | 1,000,000 | 1,000,000 |
| Total\tAmerican\tTower\tCorporation\tdebt | \t 600,000 | — | \t 500,000 | \t 1,000,000 | \t 2,800,000 | 5,650,000 | \t 10,550,000 |

| Contractual	Obligations | 2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Long-term\tobligations,\texcluding\tcapital\tleases | 888,810 | 753,045 | 700,608 | 1,787,451 | 3,159,286 | 7,188,751 | 14,477,951 |
| Cash\tinterest\texpense | 550,000 | 517,000 | 485,000 | 399,000 | 315,000 | 654,000 | 2,920,000 |
| Capital\tlease\tpayments\t(including\tinterest) | 15,589 | 14,049 | 12,905 | 12,456 | 10,760 | 173,313 | 239,072 |
| Total\tdebt\tservice\tobligations | 1,454,399 | 1,284,094 | 1,198,513 | 2,198,907 | 3,485,046 | 8,016,064 | 17,637,023 |
| Operating\tlease\tpayments(11) | 574,438 | 553,864 | 538,405 | 519,034 | 502,847 | 4,214,600 | 6,903,188 |
| Other\tnon-current\tliabilities(12)(13) | 11,082 | 20,480 | 5,705 | 13,911 | 4,186 | 1,860,071 | 1,915,435 |
| Total | $2,039,919 | $1,858,438 | $1,742,623 | $2,731,852 | $3,992,079 | $14,090,735 | $26,455,646 |

(1) Represents	anticipated	repayment	date;	final	legal	maturity	date	is	March	15,	2043.

(3) In	connection	with	our	acquisition	of	MIPT	on	October	1,	2013,	we	assumed	approximately	$1.49	billion	aggregate	principal	amount	of	secured	notes,	$250.0 million	of	which	we	repaid	in	August	2014.	The	GTP	Notes	have	anticipated	repayment	dates	beginning	June	15,	2016.

(4) Assumed	in	connection	with	our	acquisition	of	BR	Towers	and	denominated	in	BRL.	The	BR	Towers	Debenture	amortizes	through	October	2023.	The	BR Towers	Credit	Facility	amortizes	through	January	15,	2022.

(5) Assumed	by	us	in	connection	with	the	Unison	Acquisition,	and	have	anticipated	repayment	dates	of	April	15,	2017,	April	15,	2020	and	April	15,	2020,

respectively,	and	a	final	maturity	date	of	April	15,	2040.

(6) Denominated	in	MXN.

(7) Denominated	in	ZAR	and	amortizes	through	March	31,	2020.

(8) Denominated	in	COP	and	amortizes	through	April	24,	2021.

(9) Reflects	balances	owed	to	our	joint	venture	partners	in	Ghana	and	Uganda.	The	Ghana	loan	is	denominated	in	GHS	and	the	Uganda	loan	is	denominated	in	USD.

(10) On	February	11,	2015,	we	redeemed	all	of	the	outstanding	4.625%	Notes	in	accordance	with	the	terms	thereof.

(11) Includes	payments	under	non-cancellable	initial	terms,	as	well	as	payments	for	certain	renewal	periods	at	our	option,	which	we	expect	to	renew	because	failure	to renew	could	result	in	a	loss	of	the	applicable	communications	sites	and	related	revenues	from	tenant	leases.

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

(13) Excludes	$26.6	million	of	liabilities	for	unrecognized	tax	positions	and	$24.9	million	of	accrued	income	tax	related	interest	and	penalties	included	in	our consolidated	balance	sheet	as	we	are	uncertain	as	to	when	and	if	the	amounts	may	be	settled.	Settlement	of	such	amounts	could	require	the	use	of	cash	flows generated	from	operations.	We	expect	the	unrecognized	tax	benefits	to	change	over	the	next	12	months	if	certain	tax	matters	ultimately	settle	with	the	applicable taxing	jurisdiction	during	this	timeframe.	However,	based	on	the	status	of	these	items	and	the	amount	of	uncertainty	associated	with	the	outcome	and	timing	of audit	settlements,	we	are	currently	unable	to	estimate	the	impact	of	the	amount	of	such	changes,	if	any,	to	previously	recorded	uncertain	tax	positions.

Off-Balance	Sheet	Arrangements.	We	have	no	material	off-balance	sheet	arrangements	as	defined	in	Item	303(a)(4)(ii)	of	SEC	Regulation	S-K.

Interest	Rate	Swap	Agreements.	We	have	entered	into	interest	rate	swap	agreements	to	manage	our	exposure	to	variability	in	interest	rates	on	debt	in	Colombia and	South	Africa.	All	of	our	interest	rate	swap	agreements	have	been	designated	as	cash	flow	hedges	and	have	an	aggregate	notional	amount	of	$79.9	million,	interest rates	ranging	from	5.74%	to	7.83%	and	expiration	dates	through	April	2021.	In	February	2014,	we	repaid	the	Costa	Rica	Loan	and	subsequently	terminated	the associated	interest	rate	swap	agreements.	Additionally,	in	connection	with	entering	into	the	Colombian	Credit	Facility	in	October	2014,	we	terminated	our	pre-existing interest	rate

swap	agreement	and	entered	into	a	new	interest	rate	swap	agreement	with	an	aggregate	notional	value	of	100.0	billion	COP	(approximately	$41.8	million).

# Factors	Affecting	Sources	of	Liquidity

Our	liquidity	is	dependent	on	our	ability	to	generate	cash	flow	from	operating	activities,	borrow	funds	under	our	credit	facilities	and	maintain	compliance	with	the contractual	agreements	governing	our	indebtedness.	We	believe	that	the	debt	agreements	discussed	below	represent	our	material	debt	agreements	that	contain	covenants, our	compliance	with	which	would	be	material	to	an	investor's	understanding	of	our	financial	results	and	the	impact	of	those	results	on	our	liquidity.

Internally	Generated	Funds.	Because	the	majority	of	our	tenant	leases	are	multi-year	contracts,	a	significant	majority	of	the	revenues	generated	by	our	rental	and management	operations	as	of	the	end	of	2014	is	recurring	revenue	that	we	should	continue	to	receive	in	future	periods.	Accordingly,	a	key	factor	affecting	our	ability	to generate	cash	flow	from	operating	activities	is	to	maintain	this	recurring	revenue	and	to	convert	it	into	operating	profit	by	minimizing	operating	costs	and	fully	achieving our	operating	efficiencies.	In	addition,	our	ability	to	increase	cash	flow	from	operating	activities	is	dependent	upon	the	demand	for	our	communications	sites	and	our related	services	and	our	ability	to	increase	the	utilization	of	our	existing	communications	sites.

Restrictions	Under	Loan	Agreements	Relating	to	Our	Credit	Facilities.	The	loan	agreements	for	the	2014	Credit	Facility,	the	2013	Credit	Facility	and	the	2013 Term	Loan	contain	certain	financial	and	operating	covenants	and	other	restrictions	applicable	to	us	and	our	subsidiaries	that	are	not	designated	as	unrestricted subsidiaries	on	a	consolidated	basis.	These	include	limitations	on	additional	debt,	distributions	and	dividends,	guaranties,	sales	of	assets	and	liens.	The	loan	agreements also	contain	covenants	that	establish	three	financial	tests	with	which	we	and	our	restricted	subsidiaries	must	comply	related	to	(i)	total	leverage,	(ii)	senior	secured leverage	and	(iii)	interest	coverage,	as	set	forth	below.	As	of	December	31,	2014,	we	were	in	compliance	with	each	of	these	covenants.

Consolidated	Total	Leverage	Ratio:	This	ratio	requires	that	we	not	exceed	a	ratio	of	Total	Debt	to	Adjusted	EBITDA	(each	as	defined	in	the	loan	agreements)	of 6.00	to	1.00.	Based	on	our	financial	performance	for	the	twelve	months	ended	December	31,	2014,	we	could	incur	approximately	$1.7	billion	of	additional	indebtedness and	still	remain	in	compliance	with	this	ratio.	In	addition,	if	we	maintain	our	existing	debt	levels	and	our	expenses	do	not	change	materially	from	current	levels,	our revenues	could	decrease	by	approximately	$291	million	and	we	would	still	remain	in	compliance	with	this	ratio.	On	February	20,	2015,	we	entered	into	amendments	to the	2013	Term	Loan,	2013	Credit	Facility	and	2014	Credit	Facility,	pursuant	to	which	this	ratio	will	be	increased	upon	the	closing	of	the	Proposed	Verizon	Transaction.

Consolidated	Senior	Secured	Leverage	Ratio:	This	ratio	requires	that	we	not	exceed	a	ratio	of	Senior	Secured	Debt	to	Adjusted	EBITDA	(each	as	defined	in	the loan	agreements)	of	3.00	to	1.00.	Based	on	our	financial	performance	for	the	twelve	months	ended	December	31,	2014,	we	could	incur	approximately	$4.5	billion	of additional	Senior	Secured	Debt	and	still	remain	in	compliance	with	the	current	ratio	(effectively,	however,	this	ratio	would	be	limited	to	$1.7	billion	to	remain	in compliance	with	other	covenants).	In	addition,	if	we	maintain	our	existing	Senior	Secured	Debt	levels	and	our	expenses	do	not	change	materially	from	current	levels, our	revenues	could	decrease	by	approximately	$1.5	billion	and	we	would	still	remain	in	compliance	with	the	current	ratio.

Interest	Coverage	Ratio:	In	the	event	our	debt	ratings	fall	below	investment	grade,	we	will	be	required	to	maintain	a	ratio	of	Adjusted	EBITDA	to	Interest Expense	(each	as	defined	in	the	loan	agreements)	of	not	less	than	2.50	to	1.00.	Based	on	our	financial	performance	for	the	twelve	months	ended	December	31,	2014,	our interest	expense,	which	was	$549	million	for	that	period,	could	increase	by	approximately	$532	million	and	we	would	still	remain	in	compliance	with	this	ratio.	In addition,	if	our	expenses	do	not	change	materially	from	current	levels,	our	revenues	could	decrease	by	approximately	$1.3	billion	and	we	would	still	remain	in compliance	with	this	ratio.

The	loan	agreements	for	our	credit	facilities	also	contain	reporting	and	information	covenants	that	require	us	to	provide	financial	and	operating	information	within certain	time	periods.	If	we	are	unable	to	provide	the	required	information	on	a	timely	basis,	we	would	be	in	breach	of	these	covenants.

Any	failure	to	comply	with	the	financial	maintenance	tests	and	operating	covenants	of	the	loan	agreements	for	our	credit	facilities	would	not	only	prevent	us	from being	able	to	borrow	additional	funds	under	these	credit	facilities,	but	would	constitute	a	default	under	these	credit	facilities,	which	could	result	in,	among	other	things, the	amounts	outstanding,	including	all	accrued	interest	and	unpaid	fees,	becoming	immediately	due	and	payable.	If	this	were	to	occur,	we	may	not	have	sufficient	cash on	hand	to	repay	such	indebtedness.	The	key	factors	affecting	our	ability	to	comply	with	the	debt	covenants	described	above	are	our	financial	performance	relative	to	the financial	maintenance	tests	defined	in	the	loan	agreements	for	these	credit	facilities	and	our	ability	to	fund	our	debt	service	obligations.	Based	upon	our	current expectations,	we	believe	our	operating	results	during	the	next	twelve	months	will	be	sufficient	to	comply	with	these	covenants.

Restrictions	Under	Agreements	Relating	to	the	Securitization	and	the	GTP	Notes.	The	First	Amended	and	Restated	Loan	and	Security	Agreement	related	to	the Securitization	(the	"Loan	Agreement")	and	indentures	governing	the	GTP	Notes	(the	"GTP	Indentures")	include	certain	financial	ratios	and	operating	covenants	and other	restrictions	customary	for	transactions	subject	to	rated	securitizations.	Among	other	things,	American	Tower	Asset	Sub,	LLC	and	American	Tower	Asset	Sub	II, LLC	(the	"Borrowers"),	and	the	GTP	Issuers	are	prohibited	from	incurring	other	indebtedness	for	borrowed	money	or	further	encumbering	their	assets	subject	to customary	carve-outs	for	ordinary	course	trade	payables	and	permitted	encumbrances	(as	defined	in	the	Loan	Agreement	or	the	applicable	GTP	Indenture).

Under	the	terms	of	the	agreements,	amounts	due	will	be	paid	from	the	cash	flows	generated	by	the	assets	securing	the	nonrecourse	loan	relating	to	the Securitization	(the	"Loan")	or	the	GTP	Notes	(as	applicable),	which	must	be	deposited,	and	thereafter	distributed,	solely	pursuant	to	the	terms	of	the	applicable agreement.	On	a	monthly	basis,	after	payment	of	all	required	amounts	under	the	applicable	agreement,	the	excess	cash	flows	generated	from	the	operation	of	the	assets securing	the	Loan	or	the	GTP	Notes	are	released	to	the	Borrowers	or	the	applicable	GTP	Issuer,	which	can	then	be	distributed	to,	and	used	by,	us.	During	the	year	ended December	31,	2014,	the	Borrowers	distributed	excess	cash	to	us	of	$715.7	million	and	the	GTP	Issuers	have	distributed	excess	cash	to	us	of	$164.1	million.

In	order	to	distribute	this	excess	cash	flow	to	us,	the	Borrowers	and	the	GTP	Issuers	must	maintain	a	specified	debt	service	coverage	ratio	("DSCR"),	calculated as	the	ratio	of	the	net	cash	flow	(as	defined	in	the	Loan	Agreement	or	the	applicable	GTP	Indenture)	to	the	amount	of	interest	required	to	be	paid	over	the	succeeding twelve	months	on	the	principal	amount	of	the	Loan	or	the	principal	amount	of	the	GTP	Notes	that	will	be	outstanding	on	the	payment	date	following	such	date	of determination,	plus	the	amounts	payable	for	trustee	and	servicing	fees.	If	the	DSCR	with	respect	to	the	Secured	Tower	Revenue	Securities,	Series	2013-1A	and	Series 2013-2A	issued	in	our	Securitization	(the	"Securities")	or	any	series	of	GTP	Notes	issued	by	GTP	Partners	is	equal	to	or	below	1.30x	(the	"Cash	Trap	DSCR")	at	the	end of	any	calendar	quarter	and	it	continues	for	two	consecutive	calendar	quarters,	or	if	the	DSCR	with	respect	to	any	series	of	GTP	Notes	issued	by	GTP	Cellular	Sites	is equal	to	or	below	the	Cash	Trap	DSCR	at	the	end	of	any	calendar	month	and	it	continues	for	two	consecutive	calendar	months,	then	all	cash	flow	in	excess	of	amounts required	to	make	debt	service	payments,	fund	required	reserves,	pay	management	fees	and	budgeted	operating	expenses	and	make	other	payments	required	with	respect to	the	particular	series	of	Securities	or	GTP	Notes	under	the	Loan	Agreement	or	GTP	Indentures,	as	applicable,	will	be	deposited	into	reserve	accounts	instead	of	being released	to	the	Borrowers	or	the	GTP	Issuers.	The	funds	in	the	reserve	accounts	will	not	be	released	to	the	Borrowers	or	GTP	Partners	for	distribution	to	us	unless	the DSCR	with	respect	to	such	series	of	Securities	or	GTP	Notes	exceeds	the	Cash	Trap	DSCR	for	two	consecutive	calendar	quarters.	Likewise,	the	funds	in	the	reserve account	will	not	be	released	to	GTP	Cellular	Sites	for	distribution	to	us	unless	the	DSCR	with	respect	to	such	series	of	GTP	Notes	exceeds	the	Cash	Trap	DSCR	for	two consecutive	calendar	months.

Additionally,	an	"amortization	period,"	commences	as	of	the	end	of	any	calendar	quarter	with	respect	to	the	Securities	and	the	series	of	GTP	Notes	issued	by	GTP Partners,	and	as	of	the	end	of	any	calendar	month	with	respect	to	the	series	of	GTP	Notes	issued	by	GTP	Cellular	Sites,	if	the	DSCR	of	such	series	equals	or	falls	below 1.15x	(the	"Minimum	DSCR").	The	"amortization	period"	will	continue	to	exist	until	the	end	of	any	calendar	quarter	with	respect	to	the	Securities	and	the	series	of	GTP Notes	issued	by	GTP	Partners	for	which	the	DSCR	exceeds	the	Minimum	DSCR	for	two	consecutive	calendar	quarters.	Similarly,	the	"amortization	period"	will continue	to	exist	until	the	end	of	any	calendar	month	with	respect	to	the	series	of	GTP	Notes	issued	by	GTP	Cellular	Sites,	for	which	the	DSCR	exceeds	the	Minimum DSCR	for	two	consecutive	calendar	months.

If	on	the	anticipated	repayment	date,	the	outstanding	principal	amount	with	respect	to	any	series	of	the	GTP	Notes	or	the	component	of	the	Loan	corresponding	to the	applicable	subclass	of	the	Securities	has	not	been	paid	in	full,	an	"amortization	period"	will	continue	until	such	principal	amount	of	the	applicable	series	of	GTP Notes	or	the	component	of	the	Loan	corresponding	to	the	applicable	subclass	of	Securities	is	repaid	in	full.

During	an	amortization	period,	all	excess	cash	flow	and	any	amounts	then	in	the	reserve	accounts	because	the	Cash	Trap	DSCR	was	not	met	would	be	applied	to pay	principal	of	the	applicable	subclass	of	Securities	or	series	of	GTP	Notes	on	each	monthly	payment	date,	and	so	would	not	be	available	for	distribution	to	us.	Further, additional	interest	will	begin	to	accrue	with	respect	to	any	subclass	of	the	Securities	or	series	of	GTP	Notes	from	and	after	the	anticipated	repayment	date	at	a	per	annum rate	determined	in	accordance	with	the	Loan	Agreement	or	the	GTP	Indentures,	as	applicable.

Consequently,	a	failure	to	meet	the	noted	DSCR	tests	could	prevent	the	Borrowers	or	GTP	Issuers	from	distributing	excess	cash	flow	to	us,	which	could	affect	our ability	to	fund	our	capital	expenditures,	including	tower	construction	and	acquisitions,	meet	REIT	distribution	requirements,	make	Mandatory	Convertible	Preferred Stock	dividend	payments	and	fund	our	stock	repurchase	program.	If	the	Borrowers	were	to	default	on	the	Loan,	the	trustee	could	seek	to	foreclose	upon	or	otherwise convert	the	ownership	of	the	5,195	wireless	and	broadcast	communications	towers	that	secure	the	Loan	(the	"Secured	Towers"),	in	which	case	we	could	lose	the	Secured Towers	and	the	revenue	associated	with	those	towers.	In	addition,	upon	occurrence	and	during	an	event	of	default,	the	trustee	may,	in	its	discretion	or	at	direction	of holders	of	more	than	50%	of	the	aggregate	outstanding	principal	of	any	series	of	GTP	Notes,	declare	such	series	of	GTP	Notes	immediately	due	and	payable,	in	which case	any	excess	cash	flow	would	need	to	be	used	to	pay	holders	of	such	GTP	Notes.	Furthermore,	if	the	GTP	Issuers	were	to	default	on	a	series	of	the	GTP	Notes,	the trustee	may	demand,	collect,	take	possession	of,	receive,	settle,	compromise,	adjust,	sue	for,	foreclose	or	realize	upon	all	or	any	portion	of	the	2,845	towers	and	1,035 property	interests	and	other	related	assets	that	secure	the	GTP	Notes	(the	"GTP	Secured	Sites")	securing	such	series	of	the	GTP	Notes,	in	which	case	we	could	lose	the GTP	Secured	Sites	and	the	revenue	associated	with	those	assets.

As	of	December	31,	2014,	the	Borrowers'	DSCR	was	10.22x.	Based	on	the	Borrowers'	net	cash	flow	for	the	calendar	quarter	ended	December	31,	2014	and	the amount	of	interest,	servicing	fees	and	trustee	fees	payable	over	the	succeeding	twelve	months	on	the	Loan,	the	Borrowers	could	endure	a	reduction	of	approximately $428.6	million	in	net	cash	flow	before	triggering	the	Cash	Trap	DSCR,	and	approximately	$435.8	million	in	net	cash	flow	before	triggering	the	Minimum	DSCR.	As	of December	31,	2014,	the	DSCR	of	GTP	Partners	and	GTP	Cellular	Sites	were	2.88x	and	2.54x,	respectively.	Based	on	the	net	cash	flow	of	GTP	Partners	and	GTP Cellular	Sites	for	the	calendar	quarter	ended	December	31,	2014	and	the	amount	of	interest,	servicing	fees	and	trustee	fees	payable	over	the	succeeding	twelve	months on	the	applicable	series	of	GTP	Notes,	GTP	Partners	and	GTP	Cellular	Sites	could	endure	a	reduction	of	approximately	$68.7	million	and	$16.4	million,	respectively,	in net	cash	flow	before	triggering	the	Cash	Trap	DSCR,	and	approximately	$75.2	million	and	$18.4	million,	respectively,	in	net	cash	flow	before	triggering	the	Minimum DSCR.

As	discussed	above,	we	use	our	available	liquidity	and	seek	new	sources	of	liquidity	to	refinance	and	repurchase	our	outstanding	indebtedness.	In	addition,	in order	to	fund	capital	expenditures,	future	growth	and	expansion	initiatives	and	satisfy	our	REIT	distribution	requirements,	we	may	need	to	raise	additional	capital

through	financing	activities.	If	we	determine	that	it	is	desirable	or	necessary	to	raise	additional	capital,	we	may	be	unable	to	do	so,	or	such	additional	financing	may	be prohibitively	expensive	or	restricted	by	the	terms	of	our	outstanding	indebtedness.	If	we	are	unable	to	raise	capital	when	our	needs	arise,	we	may	not	be	able	to	fund capital	expenditures,	future	growth	and	expansion	initiatives,	satisfy	our	REIT	distribution	requirements,	pay	Mandatory	Convertible	Preferred	Stock	dividends	or refinance	our	existing	indebtedness.

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

# Critical	Accounting	Policies	and	Estimates

Management's	discussion	and	analysis	of	financial	condition	and	results	of	operations	are	based	upon	our	consolidated	financial	statements,	which	have	been prepared	in	accordance	with	GAAP.	The	preparation	of	these	financial	statements	requires	us	to	make	estimates	and	assumptions	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. 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	amounts	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,	2014.	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.	See note	1	to	our	consolidated	financial	statements	included	in	this	Annual	Report	for	a	summary	of	our	significant	accounting	policies.	In	many	cases,	the	accounting treatment	of	a	particular	transaction	is	specifically	dictated	by	GAAP,	with	no	need	for	management's	judgment	in	its	application.	There	are	also	areas	in	which management's	judgment	in	selecting	any	available	alternative	would	not	produce	a	materially	different	result.

•Impairment	of	Assets—Assets	Subject	to	Depreciation	and	Amortization:	We	review	long-lived	assets	for	impairment	at	least	annually	or	whenever	events, changes	in	circumstances	or	other	indicators	or	evidence	indicate	that	the	carrying	amount	of	our	assets	may	not	be	recoverable.

We	review	our	tower	portfolio	and	network	location	intangible	assets	for	indicators	of	impairment	at	the	lowest	level	of	identifiable	cash	flows, typically	at	an	individual	tower	basis.	Possible	indicators	include	a	tower	not	having	current	tenant	leases	or	having	expenses	in	excess	of	revenues.	A	cash flow	modeling	approach	is	utilized	to	assess	recoverability	and	incorporates,	among	other	items,	the	tower	location,	the	tower	location	demographics,	the timing	of	additions	of	new	tenants,	lease	rates	and	estimated	length	of	tenancy	and	ongoing	cash	requirements.

We	review	our	customer-related	intangible	assets	on	a	customer	by	customer	basis	for	indicators	of	impairment,	such	as	high	levels	of	turnover	or attrition,	non-renewal	of	a	significant	number	of	contracts,	or	the	cancellation	or	termination	of	a	relationship.	We	assess	recoverability	by	determining whether	the	carrying	amount	of	the	customer-related	intangible	assets	will	be	recovered	through	projected	undiscounted	cash	flows.

If	the	sum	of	the	estimated	undiscounted	future	cash	flows	of	our	long-lived	assets	is	less	than	the	carrying	amount	of	the	assets,	an	impairment	loss may	be	recognized.	An	impairment	loss	would	be	based	on	the	fair	value	of	the	asset,	which	is	based	on	an	estimate	of	discounted	future	cash	flows	to	be provided	from	the	asset.	We	record	any	related	impairment	charge	in	the	period	in	which	we	identify	such	impairment.

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

Goodwill	is	recorded	in	the	applicable	segment	and	assessed	for	impairment	at	the	reporting	unit	level.	We	utilize	the	two	step	impairment	test	when testing	goodwill	for	impairment	and	we	employ	a	discounted	cash	flow	analysis.	The	key	assumptions	utilized	in	the	discounted	cash	flow	analysis	include current	operating	performance,	terminal	sales	growth	rate,	management's	expectations	of	future	operating	results	and	cash	requirements,	the	current weighted	average	cost	of	capital	and	an	expected	tax	rate.	Under	the	first	step	of	this	test,	we	compare	the	fair	value	of	the	reporting	unit,	as	calculated under	an	income	approach	using	future	discounted	cash	flows,	to	the	carrying	amount	of	the	applicable	reporting	unit.	If	the	carrying	amount	exceeds	the fair	value,	we	conduct	the	second	step	of	this	test,	in	which	the	implied	fair	value	of	the	applicable	reporting	unit's	goodwill	is	compared	to	the	carrying amount	of	that	goodwill.	If	the	carrying	amount	of	goodwill	exceeds	its	implied	fair	value,	an	impairment	loss	would	be	recognized	for	the	amount	of	the excess.

During	the	year	ended	December	31,	2014,	no	potential	impairment	was	identified	under	the	first	step	of	the	test.	The	fair	value	of	each	of	our reporting	units	was	in	excess	of	its	carrying	amount	by	a	substantial	margin.

•Asset	Retirement	Obligations:	When	required,	we	recognize	the	fair	value	of	obligations	to	remove	our	tower	assets	and	remediate	the	leased	land	upon which	certain	of	our	tower	assets	are	located.	Generally,	the	associated	retirement	costs	are	capitalized	as	part	of	the	carrying	amount	of	the	related	tower assets	and	depreciated	over	their	estimated	useful	lives	and	the	liability	is	accreted	through	the	obligation's	estimated	settlement	date.

We	updated	our	assumptions	used	in	estimating	our	aggregate	asset	retirement	obligation,	which	resulted	in	a	net	increase	in	the	estimated	obligation of	$13.2	million	during	the	year	ended	December	31,	2014.	The	change	in	2014	primarily	resulted	from	changes	in	timing	of	certain	settlement	date	and cost	assumptions.	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	included	in	Depreciation,	amortization	and	accretion	in	the	consolidated	statements	of	operations. The	significant	assumptions	used	in	estimating	our	aggregate	asset	retirement	obligation	are:	timing	of	tower	removals;	cost	of	tower	removals;	timing	and number	of	land	lease	renewals;	expected	inflation	rates;	and	credit-adjusted	risk-free	interest	rates	that	approximate	our	incremental	borrowing	rate.	While we	feel	the	assumptions	are	appropriate,	there	can	be	no	assurances	that	actual	costs	and	the	probability	of	incurring	obligations	will	not	differ	from	these estimates.	We	will	continue	to	review	these	assumptions	periodically	and	we	may	need	to	adjust	them	as	necessary.

•Acquisitions:	For	those	acquisitions	that	meet	the	definition	of	a	business	combination,	we	apply	the	acquisition	method	of	accounting	where	assets acquired	and	liabilities	assumed	are	recorded	at	fair	value	at	the	date	of	each	acquisition,	and	the	results	of	operations	are	included	with	those	of	the Company	from	the	dates	of	the	respective	acquisitions.	Any	excess	of	the	purchase	price	paid	over	the	amounts	recognized	for	assets	acquired	and liabilities	assumed	is	recorded	as	goodwill.	We	continue	to	evaluate	acquisitions	for	a	period	not	to	exceed	one	year	after	the	applicable	acquisition	date	of each	transaction	to	determine	whether	any	additional	adjustments	are	needed	to	the	allocation	of	the	purchase	price	paid	for	the	assets	acquired	and liabilities	assumed.	The	fair	value	of	the	assets	acquired	and	liabilities	assumed	is	typically	determined	by	using	either	estimates	of	replacement	costs	or discounted	cash	flow	valuation	methods.	When	determining	the	fair	value	of	tangible	assets	acquired,	we	must	estimate	the	cost	to	replace	the	asset	with	a new	asset	taking	into	consideration	such	factors	as	age,	condition	and	the	economic	useful	life	of	the	asset.	When	determining	the	fair	value	of	intangible assets	acquired,	we	must	estimate	the	applicable	discount	rate	and	the	timing	and	amount	of	future	customer	cash	flows,	including	rate	and	terms	of	renewal and	attrition.

•Revenue	Recognition:	Our	revenue	from	leasing	arrangements,	including	fixed	escalation	clauses	present	in	non-cancellable	lease	arrangements,	is	reported on	a	straight-line	basis	over	the	term	of	the	respective	leases	when	collectibility	is	reasonably	assured.	Escalation	clauses	tied	to	the	Consumer	Price	Index or	other	inflation-based	indices,	and	other	incentives	present	in	lease	agreements	with	our

tenants	are	excluded	from	the	straight-line	calculation.	Total	rental	and	management	straight-line	revenues	for	the	years	ended	December	31,	2014,	2013 and	2012	approximated	$123.7	million,	$147.7	million	and	$165.8	million,	respectively.	Amounts	billed	upfront	in	connection	with	the	execution	of	lease agreements	are	initially	deferred	and	reflected	in	Unearned	revenue	in	the	accompanying	consolidated	balance	sheets	and	recognized	as	revenue	over	the terms	of	the	applicable	leases.	Amounts	billed	or	received	for	services	prior	to	being	earned	are	deferred	and	reflected	in	Unearned	revenue	in	the accompanying	consolidated	balance	sheets	until	the	criteria	for	recognition	have	been	met.

We	derive	the	largest	portion	of	our	revenues,	corresponding	trade	receivables	and	the	related	deferred	rent	asset	from	a	small	number	of	tenants	in the	telecommunications	industry,	and	approximately	56%	of	our	revenues	are	derived	from	four	tenants	in	the	industry.	In	addition,	we	have	concentrations of	credit	risk	in	certain	geographic	areas.	We	mitigate	the	concentrations	of	credit	risk	with	respect	to	notes	and	trade	receivables	by	actively	monitoring the	credit	worthiness	of	our	borrowers	and	tenants.	In	recognizing	customer	revenue	we	assess	the	collectibility	of	both	the	amounts	billed	and	the	portion recognized	on	a	straight-line	basis.	This	assessment	takes	tenant	credit	risk	and	business	and	industry	conditions	into	consideration	to	ultimately	determine the	collectibility	of	the	amounts	billed.	To	the	extent	the	amounts,	based	on	management's	estimates,	may	not	be	collectible,	recognition	is	deferred	until such	point	as	the	uncertainty	is	resolved.	Any	amounts	that	were	previously	recognized	as	revenue	and	subsequently	determined	to	be	uncollectible	are charged	to	bad	debt	expense.	Accounts	receivable	are	reported	net	of	allowances	for	doubtful	accounts	related	to	estimated	losses	resulting	from	a	tenant's inability	to	make	required	payments	and	allowances	for	amounts	invoiced	whose	collectibility	is	not	reasonably	assured.

•Rent	Expense:	Many	of	the	leases	underlying	our	tower	sites	have	fixed	rent	escalations,	which	provide	for	periodic	increases	in	the	amount	of	ground	rent payable	over	time.	In	addition,	certain	of	our	tenant	leases	require	us	to	exercise	available	renewal	options	pursuant	to	the	underlying	ground	lease	if	the tenant	exercises	its	renewal	option.	We	calculate	straight-line	ground	rent	expense	for	these	leases	based	on	the	fixed	non-cancellable	term	of	the underlying	ground	lease	plus	all	periods,	if	any,	for	which	failure	to	renew	the	lease	imposes	an	economic	penalty	to	us	such	that	renewal	appears	to	be reasonably	assured.

•Stock-Based	Compensation:	The	stock-based	compensation	expense	recognized	over	the	service	period,	which	is	generally	the	vesting	period,	is	required	to include	an	estimate	of	the	awards	that	will	not	fully	vest	and	be	forfeited.	The	fair	value	of	a	stock	option	is	determined	using	a	Black-Scholes	option- pricing	model	that	takes	into	account	a	number	of	assumptions	at	the	accounting	measurement	date	including	the	stock	price,	the	exercise	price,	the expected	life	of	the	option,	the	volatility	of	the	underlying	stock,	the	expected	distributions,	and	the	risk-free	interest	rate	over	the	expected	life	of	the option.	These	assumptions	are	highly	subjective	and	could	significantly	impact	the	value	of	the	option	and	the	compensation	expense.	The	fair	value	of restricted	stock	units	is	based	on	the	fair	value	of	our	common	stock	on	the	grant	date.	We	recognize	stock-based	compensation	in	either	selling,	general, administrative	and	development	expense,	costs	of	operations	or	as	part	of	the	costs	associated	with	the	construction	of	our	tower	assets.

•Income	Taxes:	Accounting	for	income	taxes	requires	us	to	estimate	the	timing	and	impact	of	amounts	recorded	in	our	financial	statements	that	may	be recognized	differently	for	tax	purposes.	To	the	extent	that	the	timing	of	amounts	recognized	for	financial	reporting	purposes	differs	from	the	timing	of recognition	for	tax	reporting	purposes,	deferred	tax	assets	or	liabilities	are	required	to	be	recorded.	Deferred	tax	assets	and	liabilities	are	measured	based	on the	rate	at	which	we	expect	these	items	to	be	reflected	in	our	tax	returns,	which	may	differ	from	the	current	rate.	We	do	not	expect	to	pay	federal	taxes	on our	REIT	taxable	income.

We	periodically	review	our	deferred	tax	assets,	and	we	record	a	valuation	allowance	if,	based	on	the	available	evidence,	it	is	more	likely	than	not that	some	or	all	of	the	deferred	tax	assets	will	not	be

realized.	Management	assesses	the	available	positive	and	negative	evidence	to	estimate	if	sufficient	future	taxable	income	will	be	generated	to	use	the existing	deferred	tax	assets.	Valuation	allowances	would	be	reversed	as	a	reduction	to	the	provision	for	income	taxes,	if	related	deferred	tax	assets	are deemed	realizable	based	on	changes	in	facts	and	circumstances	relevant	to	the	assets'	recoverability.

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

We	consider	the	earnings	of	certain	non-U.S.	subsidiaries	to	be	indefinitely	invested	outside	the	United	States	on	the	basis	of	estimates	that	future domestic	cash	generation	will	be	sufficient	to	meet	future	domestic	cash	needs.	Should	we	decide	to	repatriate	the	foreign	earnings,	we	may	have	to	adjust the	income	tax	provision	in	the	period	we	determined	that	the	earnings	will	no	longer	be	indefinitely	invested	outside	of	the	United	States.

# Accounting	Standards	Update

For	a	discussion	of	recent	accounting	standards	updates,	see	note	1	to	our	consolidated	financial	statements	included	in	this	Annual	Report.

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

The	following	table	provides	information	as	of	December	31,	2014	about	our	market	risk	exposure	associated	with	changing	interest	rates.	For	long-term	debt obligations,	the	table	presents	principal	cash	flows	by	maturity	date	and	average	interest	rates	related	to	outstanding	obligations.	For	interest	rate	swaps,	the	table presents	notional	principal	amounts	and	weighted-average	interest	rates	(in	thousands,	except	percentages).

| Long-Term	Debt | 2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Total | Fair	Value |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Fixed\tRate\tDebt(a) | $614,310 | $726,994 | $667,726 | $1,751,992 | $1,547,555 | $6,047,260 | $11,355,837 | $11,827,396 |
| Average\tInterest\tRate(a) | 4.66% | 5.03% | 6.37% | 3.44% | 5.19% | 4.30% |  |  |
| Variable\tRate\tDebt(b) | $283,314 | $31,060 | $38,762 | $41,108 | $1,616,304 | $1,206,948 | $3,217,496 | $3,208,106 |
| Average\tInterest\tRate(b)(c) | 5.11% | 8.87% | 8.79% | 8.76% | 1.81% | 1.98% |  |  |
| Interest\tRate\tSwaps |  |  |  |  |  |  |  |  |
| Notional\tAmount | $6,874 | $10,837 | $13,759 | $14,175 | $15,007 | $19,226 | $79,878 | $(559) |

(b) Variable	rate	debt	included	the	2013	Term	Loan	($1.5	billion),	which	matures	on	January	3,	2019	and	the	2014	Credit	Facility	($1.1	billion),	which	matures	on	January	31,	2020.	Variable	rate	debt	also	included $118.7	million	of	indebtedness	under	the	BR	Towers	Debentures,	which	amortize	through	October	15,	2023,	and	$7.6	million	of	indebtedness	under	Sublimit	A	and	Sublimit	C	under	the	BR	Towers	Credit	Facility, which	amortize	through	July	15,	2020,	$263.4	million	of	indebtedness	under	the	Mexican	Loan,	which	matures	on	May	1,	2015,	$69.0	million	of	indebtedness	under	the	Uganda	loan,	which	matures	on	June	29, 2019,	$75.1	million	of	indebtedness	outstanding	under	the	South	African	Facility,	which	amortizes	through	March	31,	2020	and	$83.6	million	of	indebtedness	under	the	Colombian	Credit	Facility,	which	amortizes through	April	24,	2021.	Interest	on	the	2013	Credit	Facility,	the	2013	Term	Loan	and	the	2014	Credit	Facility	is	payable	in	accordance	with	the	applicable	LIBOR	agreement	or	quarterly	and	accrues	at	our	option either	at	LIBOR	plus	margin	(as	defined)	or	the	base	rate	plus	margin	(as	defined).	The	interest	rate	in	effect	at	December	31,	2014	for	both	the	2013	Term	Loan	and	the	2014	Credit	Facility	was	1.41%.	For	the year	ended	December	31,	2014,	the	weighted	average	interest	rate	under	the	2013	Credit	Facility,	the	2014	Credit	Facility	and	the	2013	Term	Loan	was	1.43%.	The	BR	Towers	Debentures	bear	interest	at	a	rate	of 7.40%,	and	any	increase	in	the	aggregate	principal	amount	relative	to	changes	in	the	National	Extended	Consumer	Price	Index	will	be	capitalized	pursuant	to	the	Debenture	Agreement.	Interest	on	Sublimit	A	and Sublimit	C	under	the	BR	Towers	Credit	Facility	is	payable	in	accordance	with	the	Long-Term	Interest	Rate	disclosed	by	the	Central	Bank	of	Brazil	plus	margin	(as	defined),	which	resulted	in	an	interest	rate	of 10.80%	and	5.90%,	respectively,	at	December	31,	2014.	Interest	on	the	Mexican	Loan	is	payable	in	accordance	with	the	applicable	TIIE	plus	margin	(as	defined).	The	Mexican	Loan	accrued	interest	at	4.82%	at December	31,	2014.	Interest	on	the	Uganda	loan	is	payable	in	accordance	with	the	applicable	LIBOR	plus	margin	(as	defined).	The	Uganda	loan	accrued	interest	at	5.84%	at	December	31,	2014.	Interest	on	the South	African	Facility	is	payable	in	accordance	with	the	applicable	Johannesburg	Interbank	Agreed	Rate	("JIBAR")	agreement	and	accrues	at	JIBAR	plus	margin	(as	defined).	The	weighted	average	interest	rate	at December	31,	2014,	after	giving	effect	to	our	interest	rate	swap	agreements	in	South	Africa,	was	10.34%.	Interest	on	the	Colombian	Credit	Facility	is	payable	in	accordance	with	the	applicable	Inter-bank	Rate ("IBR")	agreement	and	accrues	at	IBR	plus	margin	(as	defined).	The	weighted	average	interest	rate	at	December	31,	2014,	after	giving	effect	to	our	interest	rate	swap	agreement	in	Colombia,	was	9.05%.

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

We	have	entered	into	interest	rate	swap	agreements	to	manage	our	exposure	to	variability	in	interest	rates	on	debt	in	Colombia	and	South	Africa.	In	connection with	entering	into	the	Colombian	Credit	Facility	in	October

2014,	we	terminated	our	pre-existing	interest	rate	swap	agreement	and	entered	into	a	new	interest	rate	swap	agreement	with	an	aggregate	notional	value	of	100.0	billion COP	(approximately	$41.8	million).	All	of	our	interest	rate	swap	agreements	have	been	designated	as	cash	flow	hedges	and	have	an	aggregate	notional	amount	of	$79.9 million,	interest	rates	ranging	from	5.74%	to	7.83%	and	expiration	dates	through	April	2021.

Changes	in	interest	rates	can	cause	interest	charges	to	fluctuate	on	our	variable	rate	debt.	Variable	rate	debt	as	of	December	31,	2014,	was	comprised	of	$1,500.0 million	under	the	2013	Term	Loan,	$1,100.0	million	under	the	2014	Credit	Facility,	$263.4	million	under	the	Mexican	Loan,	$118.7	million	under	the	BR	Towers Debentures,	$69.0	million	under	the	Uganda	loan,	$37.1	million	under	the	South	African	Facility	after	giving	effect	to	our	interest	rate	swap	agreements,	$41.8	million under	the	Colombian	Credit	Facility	after	giving	effect	to	our	interest	rate	swap	agreements	and	$7.6	million	under	Sublimit	A	and	Sublimit	C	under	the	BR	Towers Credit	Facility.	A	10%	increase	in	current	interest	rates	would	result	in	an	additional	$7.0	million	of	interest	expense	for	the	year	ended	December	31,	2014.

We	are	exposed	to	market	risk	from	changes	in	foreign	currency	exchange	rates	primarily	in	connection	with	our	foreign	subsidiaries	and	joint	ventures internationally.	Any	transaction	denominated	in	a	currency	other	than	the	U.S.	Dollar	is	reported	in	U.S.	Dollars	at	the	applicable	exchange	rate.	All	assets	and	liabilities are	translated	into	U.S.	Dollars	at	exchange	rates	in	effect	at	the	end	of	the	applicable	fiscal	reporting	period	and	all	revenues	and	expenses	are	translated	at	average	rates for	the	period.	The	cumulative	translation	effect	is	included	in	equity	as	a	component	of	AOCI.	We	may	enter	into	additional	foreign	currency	financial	instruments	in anticipation	of	future	transactions	in	order	to	minimize	the	impact	of	currency	fluctuations.	For	the	year	ended	December	31,	2014,	approximately	33%	of	our	revenues and	approximately	39%	of	our	total	operating	expenses	were	denominated	in	foreign	currencies.

We	have	performed	a	sensitivity	analysis	assuming	a	hypothetical	10%	adverse	movement	in	foreign	currency	exchange	rates	from	the	quoted	foreign	currency exchange	rates	at	December	31,	2014.	As	of	December	31,	2014,	the	analysis	indicated	that	such	an	adverse	movement	would	cause	our	revenues,	operating	results	and cash	flows	to	fluctuate	by	approximately	3%.

As	of	December	31,	2014,	we	have	incurred	intercompany	debt,	which	is	not	considered	to	be	permanently	reinvested,	and	similar	unaffiliated	balances	that	were denominated	in	a	currency	other	than	the	functional	currency	of	the	subsidiary	in	which	it	is	recorded.	As	this	debt	had	not	been	designated	as	being	of	long-term investment	in	nature,	any	changes	in	the	foreign	currency	exchange	rates	will	result	in	unrealized	gains	or	losses,	which	will	be	included	in	our	determination	of	net income.	An	adverse	change	of	10%	in	the	underlying	exchange	rates	of	our	unsettled	intercompany	debt	and	similar	unaffiliated	balances	would	result	in	approximately $18.5	million	of	unrealized	gains	or	losses	that	would	be	included	in	Other	expense	in	our	consolidated	statements	of	operations	for	the	year	ended	December	31,	2014.

# ITEM	8. FINANCIAL	STATEMENTS	AND	SUPPLEMENTARY	DATA

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

# ITEM	9A. CONTROLS	AND	PROCEDURES

# Disclosure	Controls	and	Procedures

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

Our	management,	with	the	participation	of	our	principal	executive	officer	and	principal	financial	officer,	evaluated	the	effectiveness	of	the	design	and	operation	of our	disclosure	controls	and	procedures	(as	defined	in	Rules	13a-15(e)	and	15d-15(e)	under	the	Exchange	Act)	as	of	the	end	of	the	period	covered	by	this	Annual	Report on	Form	10-K.	Based	on	this	evaluation,	our	principal	executive	officer	and	principal	financial	officer	concluded	that	our	disclosure	controls	and	procedures	were effective	as	of	December	31,	2014	and	designed	to	ensure	that	the	information	required	to	be	disclosed	in	our	reports	filed	or	submitted	under	the	Exchange	Act	is recorded,	processed,	summarized	and	reported	within	the	requisite	time	periods	specified	in	the	applicable	rules	and	forms,	and	that	it	is	accumulated	and	communicated to	our	management,	including	our	principal	executive	officer	and	principal	financial	officer,	as	appropriate,	to	allow	timely	decisions	regarding	required	disclosure.

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

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

Our	management	assessed	the	effectiveness	of	our	internal	control	over	financial	reporting	as	of	December	31,	2014.	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	(2013).	Based	on	this	assessment,	management	concluded	that,	as	of	December	31,	2014,	our	internal	control	over	financial	reporting	is	effective.

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

# Changes	in	Internal	Control	over	Financial	Reporting

In	October	2013,	we	acquired	MIPT	and,	as	permitted	by	the	rules	and	regulations	of	the	SEC,	we	excluded	from	our	assessment	the	internal	control	over financial	reporting	at	MIPT	for	the	year	ended	December	31,	2013.	We	completed	and	integrated	the	controls	of	MIPT,	which	are	included	in	our	assessment	of	internal control	over	financial	reporting	for	the	year	ended	December	31,	2014.

Other	than	as	described	above,	there	have	been	no	changes	in	our	internal	control	over	financial	reporting	(as	defined	in	Rule	13a-15(f)	under	the	Exchange	Act) during	the	fiscal	quarter	ended	December	31,	2014	that	have	materially	affected,	or	are	reasonably	likely	to	materially	affect,	our	internal	control	over	financial reporting.

# 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,	2014,	based on	criteria	established	in	Internal	Control—Integrated	Framework	(2013)	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission.	The Company's	management	is	responsible	for	maintaining	effective	internal	control	over	financial	reporting	and	for	its	assessment	of	the	effectiveness	of	internal	control over	financial	reporting,	included	in	the	accompanying	Management's	Annual	Report	on	Internal	Control	over	Financial	Reporting.	Our	responsibility	is	to	express	an opinion	on	the	Company's	internal	control	over	financial	reporting	based	on	our	audit.

We	conducted	our	audit	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States).	Those	standards	require	that	we plan	and	perform	the	audit	to	obtain	reasonable	assurance	about	whether	effective	internal	control	over	financial	reporting	was	maintained	in	all	material	respects.	Our audit	included	obtaining	an	understanding	of	internal	control	over	financial	reporting,	assessing	the	risk	that	a	material	weakness	exists,	testing	and	evaluating	the	design and	operating	effectiveness	of	internal	control	based	on	the	assessed	risk,	and	performing	such	other	procedures	as	we	considered	necessary	in	the	circumstances.	We believe	that	our	audit	provides	a	reasonable	basis	for	our	opinion.

A	company's	internal	control	over	financial	reporting	is	a	process	designed	by,	or	under	the	supervision	of,	the	company's	principal	executive	and	principal financial	officers,	or	persons	performing	similar	functions,	and	effected	by	the	company's	board	of	directors,	management,	and	other	personnel	to	provide	reasonable assurance	regarding	the	reliability	of	financial	reporting	and	the	preparation	of	financial	statements	for	external	purposes	in	accordance	with	generally	accepted accounting	principles.	A	company's	internal	control	over	financial	reporting	includes	those	policies	and	procedures	that	(1)	pertain	to	the	maintenance	of	records	that,	in reasonable	detail,	accurately	and	fairly	reflect	the	transactions	and	dispositions	of	the	assets	of	the	company;	(2)	provide	reasonable	assurance	that	transactions	are recorded	as	necessary	to	permit	preparation	of	financial	statements	in	accordance	with	generally	accepted	accounting	principles,	and	that	receipts	and	expenditures	of	the company	are	being	made	only	in	accordance	with	authorizations	of	management	and	directors	of	the	company;	and	(3)	provide	reasonable	assurance	regarding prevention	or	timely	detection	of	unauthorized	acquisition,	use,	or	disposition	of	the	company's	assets	that	could	have	a	material	effect	on	the	financial	statements.

Because	of	the	inherent	limitations	of	internal	control	over	financial	reporting,	including	the	possibility	of	collusion	or	improper	management	override	of	controls, material	misstatements	due	to	error	or	fraud	may	not	be	prevented	or	detected	on	a	timely	basis.	Also,	projections	of	any	evaluation	of	the	effectiveness	of	the	internal control	over	financial	reporting	to	future	periods	are	subject	to	the	risk	that	the	controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the	degree	of compliance	with	the	policies	or	procedures	may	deteriorate.

In	our	opinion,	the	Company	maintained,	in	all	material	respects,	effective	internal	control	over	financial	reporting	as	of	December	31,	2014,	based	on	the	criteria established	in	Internal	Control—Integrated	Framework	(2013)	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission.

We	have	also	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	the	consolidated	financial	statements and	financial	statement	schedule	as	of	and	for	the	year	ended	December	31,	2014	of	the	Company	and	our	report	dated	February	24,	2015,	expressed	an	unqualified opinion	on	those	financial	statements	and	financial	statement	schedule.

/s/	DELOITTE	&	TOUCHE	LLP

# PART	III

# ITEM	10. DIRECTORS,	EXECUTIVE	OFFICERS	AND	CORPORATE	GOVERNANCE

Our	executive	officers	and	their	respective	ages	and	positions	as	of	February	13,	2015	are	set	forth	below:

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

Thomas	A.	Bartlett	is	our	Executive	Vice	President	and	Chief	Financial	Officer.	Mr.	Bartlett	joined	us	in	April	2009	as	Executive	Vice	President	and	Chief Financial	Officer,	and	assumed	the	role	of	Treasurer	from	February	2012	until	December	2013.	Prior	to	joining	us,	Mr.	Bartlett	served	as	Senior	Vice	President	and Corporate	Controller	with	Verizon	Communications,	Inc.	since	November	2005.	In	this	role,	he	was	responsible	for	corporate-wide	accounting,	tax	planning	and compliance,	SEC	financial	reporting,	budget	reporting	and	analysis,	and	capital	expenditures	planning	functions.	Mr.	Bartlett	previously	held	the	roles	of	Senior	Vice President	and	Treasurer,	as	well	as	Senior	Vice	President,	Investor	Relations.	During	his	twenty-five	year	career	with	Verizon	Communications	and	its	predecessor companies	and	affiliates,	he	served	in	numerous	operations	and	business	development	roles,	including	as	the	President	and	Chief	Executive	Officer	of	Bell	Atlantic International	Wireless	from	1995	through	2000,	where	he	was	responsible	for	wireless	activities	in	North	America,	Latin	America,	Europe	and	Asia,	and	was	also	an area	President	in	Verizon's	U.S.	wireless	business	responsible	for	all	operational	aspects	in	both	the	Northeast	and	Mid-Atlantic	states.	Mr.	Bartlett	began	his	career	at Deloitte,	Haskins	&	Sells.	Mr.	Bartlett	currently	serves	on	the	board	of	directors	of	Equinix,	Inc.	Mr.	Bartlett	earned	his	M.B.A.	degree	from	Rutgers	University	and	a Bachelor	of	Science	in	Engineering	from	Lehigh	University,	and	became	a	Certified	Public	Accountant.

Edmund	DiSanto	is	our	Executive	Vice	President,	Chief	Administrative	Officer,	General	Counsel	and	Secretary.	Prior	to	joining	us	in	April	2007,	Mr.	DiSanto was	with	Pratt	&	Whitney,	a	unit	of	United	Technologies	Corporation.	Mr.	DiSanto	started	with	United	Technologies	in	1989,	where	he	first	served	as	Assistant	General Counsel	of	its	Carrier	subsidiary,	then	corporate	Executive	Assistant	to	the	Chairman	and	Chief	Executive	Officer	of	United	Technologies,	and	from	1997,	he	held various	legal	and	business	roles	at	its	Pratt	&	Whitney	unit,	including	Deputy	General	Counsel	and	most	recently,	Vice	President,	Global	Service	Partners,	Business Development.	Prior	to	joining	United	Technologies,	Mr.	DiSanto	served	in	a	number	of	legal

and	related	positions	at	United	Dominion	Industries	and	New	England	Electric	Systems.	Mr.	DiSanto	earned	his	J.D.	degree	from	Boston	College	Law	School	and	a Bachelor	of	Science	from	Northeastern	University.	In	2013,	Mr.	DiSanto	became	a	member	of	the	board	of	directors	of	the	Business	Council	for	International Understanding.

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

Steven	C.	Marshall	is	our	Executive	Vice	President	and	President,	U.S.	Tower	Division.	Mr.	Marshall	served	as	our	Executive	Vice	President,	International Business	Development	from	November	2007	through	March	2009,	at	which	time	he	was	appointed	our	Executive	Vice	President	and	President,	U.S.	Tower	Division. Prior	to	joining	us,	Mr.	Marshall	was	with	National	Grid	Plc,	where	he	served	in	a	number	of	leadership	and	business	development	positions	since	1997.	Between	2003 and	2007,	Mr.	Marshall	was	Chief	Executive	Officer,	National	Grid	Wireless,	where	he	led	National	Grid's	wireless	tower	infrastructure	business	in	the	United	States and	United	Kingdom,	and	held	directorships	with	Digital	UK	and	FreeView	during	this	period.	In	addition,	during	his	tenure	at	National	Grid,	as	well	as	at	Costain Group	Plc	and	Tootal	Group	Plc,	he	led	operational	and	business	development	efforts	in	Latin	America,	India,	Southeast	Asia,	Africa	and	the	Middle	East.	In	October 2010,	Mr.	Marshall	was	appointed	a	director	of	PCIA	-The	Wireless	Infrastructure	Association.	In	April	2011,	he	was	appointed	a	Director	of	the	Competitive	Carriers Association,	formerly	known	as	the	Rural	Cellular	Association.	Mr.	Marshall	earned	his	M.B.A.	degree	from	Manchester	Business	School	in	Manchester,	England	and	a Bachelor	of	Science	with	honors	in	Building	and	Civil	Engineering	from	the	Victoria	University	of	Manchester,	England.

Robert	J.	Meyer,	Jr.	is	our	Senior	Vice	President,	Finance	and	Corporate	Controller.	Mr.	Meyer	joined	us	in	August	2008.	Prior	to	joining	us,	Mr.	Meyer	was with	Bright	Horizons	Family	Solutions	since	1998,	a	provider	of	child	care,	early	education	and	work/life	consulting	services,	where	he	most	recently	served	as	Chief Accounting	Officer.	Mr.	Meyer	also	served	as	Corporate	Controller	and	Vice	President	of	Finance	while	at	Bright	Horizons.	Prior	to	that,	from	1997	to	1998,	Mr.	Meyer served	as	Director	of	Financial	Planning	and	Analysis	at	First	Security	Services	Corp.	Mr.	Meyer	earned	his	Masters	in	Finance	from	Bentley	University	and	a	Bachelor of	Science	in	Accounting	from	Marquette	University,	and	is	also	a	Certified	Public	Accountant.

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

The	information	under	"Election	of	Directors"	and	"Section	16(a)	Beneficial	Ownership	Reporting	Compliance"	from	the	Definitive	Proxy	Statement	is incorporated	herein	by	reference.	Information	required	by	this	item	pursuant	to	Item	407(c)(3)	of	SEC	Regulation	S-K	relating	to	our	procedures	by	which	security holders

may	recommend	nominees	to	our	Board	of	Directors,	and	pursuant	to	Item	407(d)(4)	and	407(d)(5)	of	SEC	Regulation	S-K	relating	to	our	audit	committee	financial experts	and	identification	of	the	audit	committee	of	our	Board	of	Directors,	is	contained	in	the	Definitive	Proxy	Statement	under	"Corporate	Governance"	and	is incorporated	herein	by	reference.

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

# ITEM	11. EXECUTIVE	COMPENSATION

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

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

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

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

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

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

# ITEM	14. PRINCIPAL	ACCOUNTING	FEES	AND	SERVICES

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

# PART	IV

# ITEM	15. EXHIBITS,	FINANCIAL	STATEMENT	SCHEDULES

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

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

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

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

# SIGNATURES

Pursuant	to	the	requirements	of	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934,	the	Registrant	has	duly	caused	this	report	to	be	signed	on	its behalf	by	the	undersigned,	thereunto	duly	authorized	on	the	24th	day	of	February,	2015.

James	D.	Taiclet,	Jr.

Chairman,	President	and

Chief	Executive	Officer

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

| Signature | Title | Date |
| :--- | :--- | :--- |
| /S/\t\t\t\tJAMES\tD.\tTAICLET,\tJR. | Chairman,\tPresident\tand\tChief\tExecutive\tOfficer | February\t24,\t2015 |
| James\tD.\tTaiclet,\tJr. | (Principal\tExecutive\tOfficer) |  |
| /S/\t\t\t\tTHOMAS\tA.\tBARTLETT | Executive\tVice\tPresident\tand\tChief\tFinancial\tOfficer | February\t24,\t2015 |
| Thomas\tA.\tBartlett | (Principal\tFinancial\tOfficer) |  |
| /S/\t\t\t\tROBERT\tJ.\tMEYER,\tJR | Senior\tVice\tPresident,\tFinance\tand\tCorporate\tController | February\t24,\t2015 |
| Robert\tJ.\tMeyer,\tJr. | (Principal\tAccounting\tOfficer) |  |
| /S/\t\t\t\tRAYMOND\tP.\tDOLAN | Director | February\t24,\t2015 |
| Raymond\tP.\tDolan |  |  |
| /S/\t\t\t\tRONALD\tM.\tDYKES | Director | February\t24,\t2015 |
| Ronald\tM.\tDykes |  |  |
| /S/\tCAROLYN\tF.\tKATZ | Director | February\t24,\t2015 |
| Carolyn\tF.\tKatz |  |  |
| /S/\t\t\t\tGUSTAVO\tLARA\tCANTU | Director | February\t24,\t2015 |
| Gustavo\tLara\tCantu |  |  |
| /S/\t\t\t\tCRAIG\tMACNAB | Director | February\t24,\t2015 |
| Craig\tMacnab |  |  |
| /S/\t\t\t\tJOANN\tA.\tREED | Director | February\t24,\t2015 |
| JoAnn\tA.\tReed |  |  |
| /S/\t\t\t\tPAMELA\tD.\tA.\tREEVE | Director | February\t24,\t2015 |
| Pamela\tD.\tA.\tReeve |  |  |
| /S/\t\t\t\tDAVID\tE.\tSHARBUTT | Director | February\t24,\t2015 |

# 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,	2014	and 2013,	and	the	related	consolidated	statements	of	operations,	comprehensive	income,	equity,	and	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31, 2014.	Our	audits	also	included	the	financial	statement	schedule	listed	in	the	Index	at	Item	15.	These	financial	statements	and	financial	statement	schedule	are	the responsibility	of	the	Company's	management.	Our	responsibility	is	to	express	an	opinion	on	the	financial	statements	and	financial	statement	schedule	based	on	our audits.

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

In	our	opinion,	such	consolidated	financial	statements	present	fairly,	in	all	material	respects,	the	financial	position	of	the	Company	as	of	December	31,	2014	and 2013,	and	the	results	of	its	operations	and	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2014,	in	conformity	with	accounting	principles generally	accepted	in	the	United	States	of	America.	Also,	in	our	opinion,	such	financial	statement	schedule,	when	considered	in	relation	to	the	basic	consolidated financial	statements	taken	as	a	whole,	presents	fairly,	in	all	material	respects,	the	information	set	forth	therein.

We	have	also	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	the	Company's	internal	control	over financial	reporting	as	of	December	31,	2014,	based	on	the	criteria	established	in	Internal	Control-Integrated	Framework	(2013)	issued	by	the	Committee	of	Sponsoring Organizations	of	the	Treadway	Commission,	and	our	report	dated	February	24,	2015	expressed	an	unqualified	opinion	on	the	Company's	internal	control	over	financial reporting.

Boston,	Massachusetts February	24,	2015

# CONSOLIDATED	BALANCE	SHEETS

# (in	thousands,	except	share	data)

|  | December	31,<br>2014 | December	31,<br>2013 |
| :--- | :--- | :--- |
| ASSETS |  |  |
| CURRENT\tASSETS: |  |  |
| Cash\tand\tcash\tequivalents | $313,492 | $293,576 |
| Restricted\tcash | 160,206 | 152,916 |
| Short-term\tinvestments | 6,302 | 18,612 |
| Accounts\treceivable,\tnet | 198,714 | 151,165 |
| Prepaid\tand\tother\tcurrent\tassets | 254,622 | 347,417 |
| Deferred\tincome\ttaxes | 14,632 | 22,401 |
| Total\tcurrent\tassets | 947,968 | 986,087 |
| PROPERTY\tAND\tEQUIPMENT,\tnet | 7,626,817 | 7,177,728 |
| GOODWILL | 4,017,082 | 3,854,802 |
| OTHER\tINTANGIBLE\tASSETS,\tnet | 6,889,331 | 6,570,119 |
| DEFERRED\tINCOME\tTAXES | 253,186 | 266,909 |
| DEFERRED\tRENT\tASSET | 1,030,707 | 918,847 |
| NOTES\tRECEIVABLE\tAND\tOTHER\tNON-CURRENT\tASSETS | 566,454 | 509,173 |
| TOTAL | $21,331,545 | $20,283,665 |
| LIABILITIES\tAND\tEQUITY |  |  |
| CURRENT\tLIABILITIES: |  |  |
| Accounts\tpayable | $90,366 | $172,938 |
| Accrued\texpenses | 417,754 | 421,188 |
| Distributions\tpayable | 159,864 | 575 |
| Accrued\tinterest | 130,265 | 105,751 |
| Current\tportion\tof\tlong-term\tobligations | 897,624 | 70,132 |
| Unearned\trevenue | 233,819 | 162,079 |
| Total\tcurrent\tliabilities | 1,929,692 | 932,663 |
| LONG-TERM\tOBLIGATIONS | 13,711,084 | 14,408,146 |
| ASSET\tRETIREMENT\tOBLIGATIONS | 609,035 | 549,548 |
| OTHER\tNON-CURRENT\tLIABILITIES | 1,028,382 | 803,268 |
| Total\tliabilities | 17,278,193 | 16,693,625 |
| COMMITMENTS\tAND\tCONTINGENCIES |  |  |
| EQUITY: |  |  |
| 6,000,000\tand\tno\tshares\tissued\tand\toutstanding,\trespectively | 60 | — |
| 396,698,725\tand\t394,864,324\tshares\toutstanding,\trespectively | 3,995 | 3,976 |
| Additional\tpaid-in\tcapital | 5,788,786 | 5,130,616 |
| Distributions\tin\texcess\tof\tearnings | (837,320) | (1,081,467) |
| Accumulated\tother\tcomprehensive\tloss | (794,221) | (311,220) |
| Treasury\tstock\t(2,810,026\tshares\tat\tcost) | (207,740) | (207,740) |
| Total\tAmerican\tTower\tCorporation\tequity | 3,953,560 | 3,534,165 |
| Noncontrolling\tinterest | 99,792 | 55,875 |
| Total\tequity | 4,053,352 | 3,590,040 |
| TOTAL | $21,331,545 | $20,283,665 |

See	accompanying	notes	to	consolidated	financial	statements.

# CONSOLIDATED	STATEMENTS	OF	OPERATIONS

# (in	thousands,	except	per	share	data)

|  | 2014 | Year	Ended	December	31,<br>2013 | 2012 |
| :--- | :--- | :--- | :--- |
| REVENUES: |  |  |  |
| Rental\tand\tmanagement | $ 4,006,854 | $ 3,287,090 | $2,803,490 |
| Network\tdevelopment\tservices | 93,194 | 74,317 | 72,470 |
| Total\toperating\trevenues | 4,100,048 | 3,361,407 | 2,875,960 |
| OPERATING\tEXPENSES: |  |  |  |
| Costs\tof\toperations\t(exclusive\tof\titems\tshown\tseparately\tbelow): |  |  |  |
| Rental\tand\tmanagement\t(including\tstock-based\tcompensation\texpense\tof\t$1,397,\t$977\tand\t$793, |  |  |  |
| respectively) | 1,056,177 | 828,742 | 686,681 |
| Network\tdevelopment\tservices\t(including\tstock-based\tcompensation\texpense\tof\t$440,\t$567\tand\t$968, |  |  |  |
| respectively) | 38,088 | 31,131 | 35,798 |
| Depreciation,\tamortization\tand\taccretion | 1,003,802 | 800,145 | 644,276 |
| Selling,\tgeneral,\tadministrative\tand\tdevelopment\texpense\t(including\tstock-based\tcompensation\texpense\tof |  |  |  |
| $78,316,\t$66,594\tand\t$50,222,\trespectively) | 446,542 | 415,545 | 327,301 |
| Other\toperating\texpenses | 68,517 | 71,539 | 62,185 |
| Total\toperating\texpenses | 2,613,126 | 2,147,102 | 1,756,241 |
| OPERATING\tINCOME | 1,486,922 | 1,214,305 | 1,119,719 |
| OTHER\tINCOME\t(EXPENSE): |  |  |  |
| Interest\tincome,\tTV\tAzteca,\tnet\tof\tinterest\texpense\tof\t$1,482,\t$1,483\tand\t$1,485,\trespectively | 10,547 | 22,235 | 14,258 |
| Interest\tincome | 14,002 | 9,706 | 7,680 |
| Interest\texpense | (580,234) | (458,296) | (401,665) |
| Loss\ton\tretirement\tof\tlong-term\tobligations | (3,473) | (38,701) | (398) |
| Other\texpense\t(including\tunrealized\tforeign\tcurrency\tlosses\tof\t$49,319,\t$211,722\tand\t$34,330,\trespectively) | (62,060) | (207,500) | (38,300) |
| Total\tother\texpense | (621,218) | (672,556) | (418,425) |
| INCOME\tFROM\tCONTINUING\tOPERATIONS\tBEFORE\tINCOME\tTAXES\tAND\tINCOME\tON\tEQUITY |  |  |  |
| METHOD\tINVESTMENTS | 865,704 | 541,749 | 701,294 |
| Income\ttax\tprovision | (62,505) | (59,541) | (107,304) |
| Income\ton\tequity\tmethod\tinvestments | — | — | 35 |
| NET\tINCOME | 803,199 | 482,208 | 594,025 |
| Net\tloss\tattributable\tto\tnoncontrolling\tinterest | 21,711 | 69,125 | 43,258 |
| NET\tINCOME\tATTRIBUTABLE\tTO\tAMERICAN\tTOWER\tCORPORATION\tSTOCKHOLDERS | 824,910 | 551,333 | 637,283 |
| Dividends\tdeclared\ton\tpreferred\tstock | (23,888) | — | — |
| NET\tINCOME\tATTRIBUTABLE\tTO\tAMERICAN\tTOWER\tCORPORATION\tCOMMON\tSTOCKHOLDERS | $801,022 | $551,333 | $637,283 |
| NET\tINCOME\tPER\tCOMMON\tSHARE\tAMOUNTS:\nBasic\tnet\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tcommon\tstockholders | $2.02 | $1.40 | $1.61 |
| Diluted\tnet\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tcommon\tstockholders | $2.00 | $1.38 | $1.60 |
| WEIGHTED\tAVERAGE\tCOMMON\tSHARES\tOUTSTANDING:\nBASIC | 395,958 | 395,040 | 394,772 |
| DILUTED | 400,086 | 399,146 | 399,287 |

# CONSOLIDATED	STATEMENTS	OF	COMPREHENSIVE	INCOME

# (in	thousands)

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2014 | 2013 | 2012 |
| Net\tincome | $803,199 | $482,208 | $594,025 |
| Other\tcomprehensive\t(loss)\tincome: |  |  |  |
| Changes\tin\tfair\tvalue\tof\tcash\tflow\thedges,\tnet\tof\ttaxes\tof\t$151,\t$(374)\tand\t$905,\trespectively | (1,931) | 1,107 | (5,315) |
| Reclassification\tof\tunrealized\tlosses\ton\tcash\tflow\thedges\tto\tnet\tincome,\tnet\tof\ttaxes\tof\t$(158),\t$(237)\tand |  |  |  |
| $(208),\trespectively | 3,448 | 2,572 | 1,132 |
| Reclassification\tof\tunrealized\tlosses\ton\tavailable-for-sale\tsecurities\tto\tnet\tincome | — | — | 495 |
| Foreign\tcurrency\ttranslation\tadjustments,\tnet\tof\ttaxes\tof\t$14,247,\t$9,207\tand\t$7,677,\trespectively | (526,890) | (135,079) | (58,387) |
| Other\tcomprehensive\tloss | (525,373) | (131,400) | (62,075) |
| Comprehensive\tincome | 277,826 | 350,808 | 531,950 |
| Comprehensive\tloss\tattributable\tto\tnoncontrolling\tinterest | 64,083 | 72,652 | 64,603 |
| Comprehensive\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tstockholders | $341,909 | $423,460 | $596,553 |

# CONSOLIDATED	STATEMENTS	OF	EQUITY

|  | Preferred	Stock |  | Common	Stock |  | Treasury	Stock |  | Additional | Other | Distributions |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Issued |  | Issued |  |  |  | Paid-in | Comprehensive | in\tExcess\tof | Noncontrolling | Total |
|  | Shares | \t Amount | Shares | \t Amount | Shares | Amount | Capital | Loss | Earnings | Interest | Equity |
| BALANCE,\tJANUARY\t1,\t2012 | — | — | \t393,642,079 | $3,936 | — | $— | $4,903,800 | $(142,617) | $(1,477,899) | $122,922 | $3,410,142 |
| Stock-based\tcompensation\trelated\tactivity | — | — | 2,233,390 | 22 | — | — | 103,798 | — | — | — | 103,820 |
| Issuance\tof\tcommon\tstock—stock\tpurchase\tplan | — | — | 87,749 | 1 | — | — | 4,526 | — | — | — | 4,527 |
| Treasury\tstock\tactivity | — | — | — | — | (872,005) | (62,728) | — | — | — | — | (62,728) |
| Net\tchange\tin\tfair\tvalue\tof\tcash\tflow\thedges,\tnet\tof\ttax | — | — | — | — | — | — | — | (4,733) | — | (582) | (5,315) |
| Reclassification\tof\tunrealized\tlosses\ton\tcash\tflow |  |  |  |  |  |  |  |  |  |  |  |
| hedges\tto\tnet\tincome | — | — | — | — | — | — | — | 998 | — | 134 | 1,132 |
| Reclassification\tof\tunrealized\tlosses\ton\tavailable-for- |  |  |  |  |  |  |  |  |  |  |  |
| sale\tsecurities\tto\tnet\tincome | — | — | — | — | — | — | — | 495 | — | — | 495 |
| Foreign\tcurrency\ttranslation\tadjustment,\tnet\tof\ttax | — | — | — | — | — | — | — | (37,490) | — | (20,897) | (58,387) |
| Contributions\tfrom\tnoncontrolling\tinterest | — | — | — | — | — | — | — | — | — | 53,341 | 53,341 |
| Distributions\tto\tnoncontrolling\tinterest | — | — | — | — | — | — | — | — | — | (580) | (580) |
| Dividends/distributions\tdeclared | — | — | — | — | — | — | — | — | (356,291) | — | (356,291) |
| Net\tincome\t(loss) | — | — | — | — | — | — | — | — | 637,283 | (43,258) | 594,025 |
| BALANCE,\tDECEMBER\t31,\t2012 | — | — | \t395,963,218 | $3,959 | (872,005) | $(62,728) | $5,012,124 | $(183,347) | $(1,196,907) | $111,080 | $3,684,181 |
| Stock-based\tcompensation\trelated\tactivity | — | — | 1,633,380 | 16 | — | — | 113,566 | — | — | — | 113,582 |
| Issuance\tof\tcommon\tstock—stock\tpurchase\tplan | — | — | 77,752 | 1 | — | — | 4,926 | — | — | — | 4,927 |
| Treasury\tstock\tactivity | — | — | — | — | \t(1,938,021) | (145,012) | — | — | — | — | (145,012) |
| Net\tchange\tin\tfair\tvalue\tof\tcash\tflow\thedges,\tnet\tof\ttax | — | — | — | — | — | — | — | 867 | — | 240 | 1,107 |
| Reclassification\tof\tunrealized\tlosses\ton\tcash\tflow |  |  |  |  |  |  |  |  |  |  |  |
| hedges\tto\tnet\tincome | — | — | — | — | — | — | — | 2,420 | — | 152 | 2,572 |
| Foreign\tcurrency\ttranslation\tadjustment,\tnet\tof\ttax | — | — | — | — | — | — | — | (131,160) | — | (3,919) | (135,079) |
| Contributions\tfrom\tnoncontrolling\tinterest | — | — | — | — | — | — | — | — | — | 18,020 | 18,020 |
| Distributions\tto\tnoncontrolling\tinterest | — | — | — | — | — | — | — | — | — | (573) | (573) |
| Dividends/distributions\tdeclared | — | — | — | — | — | — | — | — | (435,893) | — | (435,893) |
| Net\tincome\t(loss) | — | — | — | — | — | — | — | — | 551,333 | (69,125) | 482,208 |
| BALANCE,\tDECEMBER\t31,\t2013 | — | — | \t397,674,350 | $3,976 | \t(2,810,026) | $(207,740) | $5,130,616 | $(311,220) | $(1,081,467) | $55,875 | $3,590,040 |
| Stock-based\tcompensation\trelated\tactivity | — | — | 1,753,286 | 18 | — | — | 119,716 | — | — | — | 119,734 |
| Issuance\tof\tcommon\tstock—stock\tpurchase\tplan | — | — | 81,115 | 1 | — | — | 5,717 | — | — | — | 5,718 |
| Issuance\tof\tpreferred\tstock | \t6,000,000 | 60 | — | — | — | — | 582,599 |  |  |  | 582,659 |
| Changes\tin\tfair\tvalue\tof\tcash\tflow\thedges,\tnet\tof\ttax | — | — | — | — | — | — | — | (1,966) | — | 35 | (1,931) |
| Reclassification\tof\tunrealized\tlosses\ton\tcash\tflow |  |  |  |  |  |  |  |  |  |  |  |
| hedges\tto\tnet\tincome | — | — | — | — | — | — | — | 3,288 | — | 160 | 3,448 |
| Foreign\tcurrency\ttranslation\tadjustment,\tnet\tof\ttax | — | — | — | — | — | — | — | (484,323) | — | (42,567) | (526,890) |
| Contributions\tfrom\tnoncontrolling\tinterest | — | — | — | — | — | — | — | — | — | 123,526 | 123,526 |
| Distributions\tto\tnoncontrolling\tinterest | — | — | — | — | — | — | — | — | — | (566) | (566) |
| Purchase\tof\tnoncontrolling\tinterest |  |  |  |  | — | — | (49,862) |  |  | (14,960) | (64,822) |
| Common\tstock\tdividends/distributions\tdeclared | — | — | — | — | — | — | — | — | (556,875) | — | (556,875) |
| Preferred\tstock\tdividends\tdeclared | — | — | — | — |  |  |  |  | (23,888) | — | (23,888) |
| Net\tincome\t(loss) | — | — | — | — | — | — | — | — | 824,910 | (21,711) | 803,199 |
| BALANCE,\tDECEMBER\t31,\t2014 | \t6,000,000 | $60 | \t399,508,751 | $3,995 | \t(2,810,026) | $(207,740) | $5,788,786 | $(794,221) | $(837,320) | $99,792 | $4,053,352 |

# CONSOLIDATED	STATEMENTS	OF	CASH	FLOWS

|  | 2014 | Year	Ended	December	31,<br>2013 | 2012 |
| :--- | :--- | :--- | :--- |
| CASH\tFLOWS\tFROM\tOPERATING\tACTIVITIES |  |  |  |
| Net\tincome | $803,199 | $482,208 | $594,025 |
| Adjustments\tto\treconcile\tnet\tincome\tto\tcash\tprovided\tby\toperating\tactivities: |  |  |  |
| Depreciation,\tamortization\tand\taccretion | 1,003,802 | 800,145 | 644,276 |
| Stock-based\tcompensation\texpense | 80,153 | 68,138 | 51,983 |
| Decrease\t(increase)\tin\trestricted\tcash | 7,522 | (52,717) | (26,500) |
| Loss\ton\tinvestments,\tunrealized\tforeign\tcurrency\tloss\tand\tother\tnon-cash\texpense | 65,881 | 222,390 | 60,002 |
| Impairments,\tnet\tloss\ton\tsale\tof\tlong-lived\tassets,\tnon-cash\trestructuring\tand\tmerger\trelated\texpenses | 26,143 | 32,672 | 34,280 |
| Loss\ton\tearly\tretirement\tof\tlong-term\tobligations | 3,379 | 35,288 | — |
| Amortization\tof\tdeferred\tfinancing\tcosts,\tdebt\tdiscounts\tand\tpremiums\tand\tother\tnon-cash\tinterest | (4,870) | 7,596 | 11,090 |
| Provision\tfor\tlosses\ton\taccounts\treceivable | (1,748) | (1,410) | (4,155) |
| Deferred\tincome\ttaxes | 1,384 | (29,485) | 29,300 |
| Changes\tin\tassets\tand\tliabilities,\tnet\tof\tacquisitions: |  |  |  |
| Accounts\treceivable | (84,529) | (19,080) | (43,679) |
| Prepaid\tand\tother\tassets | (1,437) | (96,038) | 84,640 |
| Deferred\trent\tasset | (122,230) | (145,689) | (164,219) |
| Accounts\tpayable\tand\taccrued\texpenses | 34,711 | 83,746 | 21,880 |
| Accrued\tinterest | 45,514 | 51,076 | 25,031 |
| Unearned\trevenue | 218,393 | 108,487 | 68,015 |
| Deferred\trent\tliability | 38,378 | 30,246 | 33,707 |
| Other\tnon-current\tliabilities | 20,944 | 21,474 | (5,285) |
| Cash\tprovided\tby\toperating\tactivities | 2,134,589 | 1,599,047 | 1,414,391 |
| CASH\tFLOWS\tFROM\tINVESTING\tACTIVITIES |  |  |  |
| Payments\tfor\tpurchase\tof\tproperty\tand\tequipment\tand\tconstruction\tactivities | (974,404) | (724,532) | (568,048) |
| Payments\tfor\tacquisitions,\tnet\tof\tcash\tacquired | (1,010,637) | (4,461,764) | (1,997,955) |
| Net\tproceeds\tfrom\tsale\tof\tassets | 15,464 | — | — |
| Proceeds\tfrom\tsales\tof\tshort-term\tinvestments,\tavailable-for-sale\tsecurities\tand\tother\tlong-term\tassets | 1,434,831 | 421,714 | 374,682 |
| Payments\tfor\tshort-term\tinvestments | (1,395,316) | (427,267) | (352,306) |
| Deposits,\trestricted\tcash\tand\tother | (19,486) | 18,512 | (14,758) |
| Cash\tused\tin\tinvesting\tactivities | (1,949,548) | (5,173,337) | (2,558,385) |
| CASH\tFLOWS\tFROM\tFINANCING\tACTIVITIES |  |  |  |
| Proceeds\tfrom\t(repayments\tof)\tshort-term\tborrowings,\tnet | — | 8,191 | (55,264) |
| Borrowings\tunder\tcredit\tfacilities | 2,187,000 | 3,507,000 | 2,582,000 |
| Proceeds\tfrom\tissuance\tof\tsenior\tnotes,\tnet | 1,415,844 | 2,221,792 | 698,670 |
| Proceeds\tfrom\tterm\tloan | — | 1,500,000 | 750,000 |
| Proceeds\tfrom\tother\tlong-term\tborrowings | 102,070 | 402,688 | 177,299 |
| Proceeds\tfrom\tissuance\tof\tSecurities\tin\tSecuritization\ttransaction,\tnet | — | 1,778,496 | — |
| Repayments\tof\tnotes\tpayable,\tcredit\tfacilities\tand\tcapital\tleases | (3,903,144) | (5,337,339) | (2,658,566) |
| Contributions\tfrom\tnoncontrolling\tinterest\tholders,\tnet | 9,098 | 17,447 | 52,761 |
| Purchases\tof\tcommon\tstock | — | (145,012) | (62,728) |
| Proceeds\tfrom\tstock\toptions\tand\tstock\tpurchase\tplan | 62,276 | 45,496 | 55,441 |
| Distributions\tpaid\ton\tcommon\tstock | (404,631) | (434,687) | (355,574) |
| Distributions\tpaid\ton\tpreferred\tstock | (16,013) | — | — |
| Proceeds\tfrom\tthe\tissuance\tof\tpreferred\tstock,\tnet | 583,105 | — | — |
| Purchase\tof\tpreferred\tstock\tassumed\tin\tan\tacquisition | (59,111) | — | — |
| Payment\tfor\tearly\tretirement\tof\tlong-term\tobligations | (11,593) | (29,234) | — |
| Deferred\tfinancing\tcosts\tand\tother\tfinancing\tactivities | (34,670) | (9,273) | (13,673) |
| Purchase\tof\tnoncontrolling\tinterest | (64,822) | — | — |
| Cash\t(used\tin)\tprovided\tby\tfinancing\tactivities | (134,591) | 3,525,565 | 1,170,366 |
| Net\teffect\tof\tchanges\tin\tforeign\tcurrency\texchange\trates\ton\tcash\tand\tcash\tequivalents | (30,534) | (26,317) | 12,055 |
| NET\tINCREASE\t(DECREASE)\tIN\tCASH\tAND\tCASH\tEQUIVALENTS | 19,916 | (75,042) | 38,427 |
| CASH\tAND\tCASH\tEQUIVALENTS,\tBEGINNING\tOF\tYEAR | 293,576 | 368,618 | 330,191 |
| CASH\tAND\tCASH\tEQUIVALENTS,\tEND\tOF\tYEAR | $313,492 | $293,576 | $368,618 |

# NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

# 1.				BUSINESS	AND	SUMMARY	OF	SIGNIFICANT	ACCOUNTING	POLICIES

Business—American	Tower	Corporation	is,	through	its	various	subsidiaries	(collectively,	"ATC"	or	the	"Company"),	a	global	independent	owner,	operator	and developer	of	communications	real	estate.	The	Company's	primary	business	is	the	leasing	of	space	on	multi-tenant	communications	sites	to	wireless	service	providers, radio	and	television	broadcast	companies,	wireless	data	and	data	providers,	government	agencies	and	municipalities	and	tenants	in	a	number	of	other	industries.	The Company	also	manages	rooftop	and	tower	sites	for	property	owners,	operates	in-building	and	outdoor	distributed	antenna	system	("DAS")	networks,	holds	property interests	under	third-party	communications	sites	and	provides	network	development	services	that	primarily	support	its	rental	and	management	operations.

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

The	Company	operates	as	a	real	estate	investment	trust	for	U.S.	federal	income	tax	purposes	("REIT")	and,	therefore,	is	generally	not	subject	to	federal	income	taxes	on its	income	and	gains	that	it	distributes	to	its	stockholders,	including	the	income	derived	from	leasing	space	on	its	towers.	However,	even	as	a	REIT,	the	Company remains	obligated	to	pay	income	taxes	on	earnings	from	its	taxable	REIT	subsidiaries	("TRSs").	In	addition,	the	Company's	international	assets	and	operations, including	those	designated	as	direct	or	indirect	qualified	REIT	subsidiaries	or	other	disregarded	entities	of	a	REIT	(collectively,	"QRSs"),	continue	to	be	subject	to taxation	in	the	foreign	jurisdictions	where	those	assets	are	held	or	those	operations	are	conducted.

The	use	of	TRSs	enables	the	Company	to	continue	to	engage	in	certain	businesses	while	complying	with	REIT	qualification	requirements.	The	Company	may,	from	time to	time,	change	the	election	of	previously	designated	TRSs	that	hold	certain	of	its	operations	to	be	treated	as	QRSs,	and	may	reorganize	and	transfer	certain	assets	or operations	from	its	TRSs	to	other	subsidiaries,	including	QRSs.	For	all	periods	subsequent	to	the	conversion	from	a	TRS	to	a	QRS,	the	Company	includes	the	income from	the	QRS	as	part	of	its	REIT	taxable	income	for	the	purpose	of	computing	its	REIT	distribution	requirements.	During	the	year	ended	December	31,	2014,	the Company	restructured	certain	of	its	German	subsidiaries	and	certain	of	its	domestic	TRSs,	which	included	a	portion	of	its	network	development	services	segment	and indoor	DAS	networks	business,	to	be	treated	as	QRSs.	As	a	result,	as	of	December	31,	2014,	the	Company's	QRSs	include	its	domestic	tower	leasing	business,	most	of its	operations	in	Costa	Rica,	Germany	and	Mexico	and	a	portion	of	its	network	development	services	segment	and	indoor	DAS	networks	business.

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

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

financial	statements	include	impairment	of	long-lived	assets	(including	goodwill),	asset	retirement	obligations,	revenue	recognition,	rent	expense,	stock-based compensation,	income	taxes	and	accounting	for	business	combinations.	The	Company	considers	events	or	transactions	that	occur	after	the	balance	sheet	date	but	before the	financial	statements	are	issued	as	additional	evidence	for	certain	estimates	or	to	identify	matters	that	require	additional	disclosure.

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

The	Company	derives	the	largest	portion	of	its	revenues,	corresponding	accounts	receivable	and	the	related	deferred	rent	asset	from	a	relatively	small	number	of	tenants in	the	telecommunications	industry,	and	approximately	56%	of	its	current	year	revenues	are	derived	from	four	tenants.	In	addition,	the	Company	has	concentrations	of credit	risk	in	certain	geographic	areas.

The	Company	mitigates	its	concentrations	of	credit	risk	with	respect	to	notes	and	trade	receivables	and	the	related	deferred	rent	assets	by	actively	monitoring	the	credit worthiness	of	its	borrowers	and	tenants.	In	recognizing	customer	revenue,	the	Company	must	assess	the	collectibility	of	both	the	amounts	billed	and	the	portion recognized	in	advance	of	billing	on	a	straight-line	basis.

This	assessment	takes	tenant	credit	risk	and	business	and	industry	conditions	into	consideration	to	ultimately	determine	the	collectibility	of	the	amounts	billed.	To	the extent	the	amounts,	based	on	management's	estimates,	may	not	be	collectible,	recognition	is	deferred	until	such	point	as	collectibility	is	determined	to	be	reasonably assured.	Any	amounts	that	were	previously	recognized	as	revenue	and	subsequently	determined	to	be	uncollectible	are	charged	to	bad	debt	expense	included	in	Selling, general,	administrative	and	development	expense	in	the	accompanying	consolidated	statements	of	operations.

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

|  | 2014 | 2013 | 2012 |
| :--- | :--- | :--- | :--- |
| Balance\tas\tof\tJanuary\t1 | $19,895 | $20,406 | $24,412 |
| Current\tyear\tincreases | 8,243 | 7,025 | 8,028 |
| Write-offs,\tnet\tof\trecoveries\tand\tother | (10,832) | (7,536) | (12,034) |
| Balance\tas\tof\tDecember\t31 | $17,306 | $19,895 | $20,406 |

Functional	Currency—The	functional	currency	of	each	of	the	Company's	foreign	operating	subsidiaries	is	the	respective	local	currency,	except	for	Costa	Rica,	where the	functional	currency	is	the	U.S.	Dollar.	All	foreign	currency	assets	and	liabilities	held	by	the	subsidiaries	are	translated	into	U.S.	Dollars	at	the	exchange	rate	in

effect	at	the	end	of	the	applicable	fiscal	reporting	period	and	all	foreign	currency	revenues	and	expenses	are	translated	at	the	average	monthly	exchange	rates. Translation	adjustments	are	reflected	in	equity	as	a	component	of	Accumulated	other	comprehensive	income	(loss)	("AOCI")	in	the	consolidated	balance	sheets	and included	as	a	component	of	comprehensive	income.

Transactional	gains	and	losses	on	foreign	currency	transactions	are	reflected	in	Other	expense	in	the	consolidated	statements	of	operations.	However,	the	effect	from fluctuations	in	foreign	currency	exchange	rates	on	intercompany	notes	whose	payment	is	not	planned	or	anticipated	in	the	foreseeable	future	is	reflected	in	AOCI	in	the consolidated	balance	sheets	and	included	as	a	component	of	comprehensive	income.	During	the	year	ended	December	31,	2014,	the	Company	recorded	unrealized foreign	currency	losses	of	$468.6	million,	of	which	$419.3	million	was	recorded	in	AOCI	and	$49.3	million	was	recorded	in	Other	expense.

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

Restricted	Cash—The	Company	classifies	as	restricted	cash	all	cash	pledged	as	collateral	to	secure	obligations	and	all	cash	whose	use	is	otherwise	limited	by	contractual provisions,	including	cash	on	deposit	in	reserve	accounts	relating	to	the	(i)	Secured	Tower	Revenue	Securities,	Series	2013-1A	and	Series	2013-2A	issued	in	the Company's	2013	securitization	transaction	(the	"Securities"),	(ii)	Secured	Cellular	Site	Revenue	Notes,	Series	2010-1	Class	C,	Series	2010-2	Class	C	and	Series	2010-2 Class	F	(collectively,	the	"Unison	Notes"),	assumed	by	the	Company	in	connection	with	an	acquisition	and	(iii)	six	series,	consisting	of	eleven	separate	classes,	of Secured	Tower	Revenue	Notes,	of	which	the	Company	repaid	one	series,	consisting	of	two	classes,	in	August	2014	(the	remaining	notes,	the	"GTP	Notes")	assumed	by the	Company	in	connection	with	an	acquisition.

Short-Term	Investments—Short-term	investments	consists	of	highly-liquid	investments	with	original	maturities	in	excess	of	three	months.

Property	and	Equipment—Property	and	equipment	is	recorded	at	cost	or,	in	the	case	of	acquired	properties,	at	estimated	fair	value	on	the	date	acquired.	Cost	for	self- constructed	towers	includes	direct	materials	and	labor,	capitalized	interest	and	certain	indirect	costs	associated	with	construction	of	the	tower,	such	as	transportation costs,	employee	benefits	and	payroll	taxes.	The	Company	begins	the	capitalization	of	costs	during	the	pre-construction	period,	which	is	the	period	during	which	costs	are incurred	to	evaluate	the	site,	and	continues	to	capitalize	costs	until	the	tower	is	substantially	completed	and	ready	for	occupancy	by	a	tenant.	Labor	costs	capitalized	for the	years	ended	December	31,	2014,	2013	and	2012	were	$48.5	million,	$44.1	million	and	$41.6	million,	respectively.	Interest	costs	capitalized	for	the	years	ended December	31,	2014,	2013	and	2012	were	$2.8	million,	$1.8	million	and	$1.9	million,	respectively.

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

Depreciation	is	recorded	using	the	straight-line	method	over	the	assets'	estimated	useful	lives.	Towers	and	related	assets	on	leased	land	are	depreciated	over	the	shorter of	the	estimated	useful	life	of	the	asset	or	the	term	of	the	corresponding	ground	lease,	taking	into	consideration	lease	renewal	options	and	residual	value.

Towers	or	assets	acquired	through	capital	leases	are	reflected	in	Property	and	equipment,	net	at	the	present	value	of	future	minimum	lease	payments	or	the	fair	value	of the	leased	asset	at	the	inception	of	the	lease.	Property	and	equipment,	network	location	intangibles	and	assets	held	under	capital	leases	are	amortized	over	the	shorter	of the	applicable	lease	term	or	the	estimated	useful	life	of	the	respective	assets	for	periods	generally	not	exceeding	twenty	years.

Goodwill	and	Other	Intangible	Assets—The	Company	reviews	goodwill	for	impairment	at	least	annually	(as	of	December	31)	or	whenever	events	or	circumstances indicate	the	carrying	value	of	an	asset	may	not	be	recoverable.

Goodwill	is	recorded	in	the	applicable	segment	and	assessed	for	impairment	at	the	reporting	unit	level.	The	Company	utilizes	the	two-step	impairment	test	when	testing goodwill	for	impairment	and	employs	a	discounted	cash	flow	analysis.	The	key	assumptions	utilized	in	the	discounted	cash	flow	analysis	include	current	operating performance,	terminal	sales	growth	rate,	management's	expectations	of	future	operating	results	and	cash	requirements,	the	current	weighted	average	cost	of	capital	and an	expected	tax	rate.	Under	the	first	step	of	this	test,	the	Company	compares	the	fair	value	of	the	reporting	unit,	as	calculated	under	an	income	approach	using	future discounted	cash	flows,	to	the	carrying	amount	of	the	applicable	reporting	unit.	If	the	carrying	amount	exceeds	the	fair	value,	the	Company	conducts	the	second	step	of this	test,	in	which	the	implied	fair	value	of	the	applicable	reporting	unit's	goodwill	is	compared	to	the	carrying	amount	of	that	goodwill.	If	the	carrying	amount	of goodwill	exceeds	its	implied	fair	value,	an	impairment	loss	would	be	recognized	for	the	amount	of	the	excess.

During	the	years	ended	December	31,	2014,	2013	and	2012,	no	potential	impairment	was	identified	under	the	first	step	of	the	test,	as	the	fair	value	of	each	of	the reporting	units	was	in	excess	of	its	carrying	amount.

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

Deferred	Rent	Asset—The	Company's	deferred	rent	asset	is	associated	with	non-cancellable	tenant	leases	that	contain	fixed	escalation	clauses	over	the	terms	of	the applicable	lease	in	which	revenue	is	recognized	on	a	straight-line	basis	over	the	lease	term.

Notes	Receivable	and	Other	Non-Current	Assets—Notes	receivable	and	other	non-current	assets	primarily	consists	of	prepaid	ground	lease	assets,	value	added	tax receivable,	notes	receivable	from	TV	Azteca,	long-term	deposits,	favorable	leasehold	interests	and	other	non-current	assets.

Derivative	Financial	Instruments—Derivatives	are	recorded	on	the	consolidated	balance	sheet	at	fair	value.	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	AOCI,	as	well	as	a	component	of	comprehensive	income,	and	are	recognized	in	the	results of	operations	when	the	hedged	item	affects	earnings.	Changes	in	fair	value	of	the	ineffective	portions	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	primary	risk	managed	through	the	use	of	derivative	instruments	is	interest	rate	risk.	From	time	to	time,	the	Company	enters	into	interest	rate	protection	agreements to	manage	exposure	to	variability	in	cash	flows	relating	to	forecasted	interest	payments.	Under	these	agreements,	the	Company	is	exposed	to	credit	risk	to	the	extent	that a	counterparty	fails	to	meet	the	terms	of	a	contract.	The	Company's	credit	risk	exposure	is	limited	to	the	current	value	of	the	contract	at	the	time	the	counterparty	fails	to perform.

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

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

Fair	Value	Measurements—The	Company	determines	the	fair	value	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.

Discount	and	Premium	on	Notes—The	Company	amortizes	the	discounts	and	premiums	on	its	notes	using	the	effective	interest	method	over	the	term	of	the	obligation. Such	amortization	is	reflected	in	Interest	expense	and	Interest	income,	TV	Azteca,	net	in	the	accompanying	consolidated	statements	of	operations.

Asset	Retirement	Obligations—When	required,	the	Company	recognizes	the	fair	value	of	obligations	to	remove	its	tower	assets	and	remediate	the	leased	land	upon which	certain	of	its	tower	assets	are	located.	Generally,	the	associated	retirement	costs	are	capitalized	as	part	of	the	carrying	amount	of	the	related	tower	assets	and depreciated	over	their	estimated	useful	lives	and	the	liability	is	accreted	through	the	obligation's	estimated	settlement	date.	Fair	value	estimates	of	asset	retirement obligations	generally	involve	discounting	of	estimated	future	cash	flows.	Periodic	accretion	of	such	liabilities	due	to	the	passage	of	time	is	included	in	Depreciation, amortization	and	accretion	in	the	consolidated	statements	of	operations.	Adjustments	are	also	made	to	the	asset	retirement	obligation	liability	to	reflect	changes	in	the estimates	of	timing	and	amount	of	expected	cash	flows,	with	an	offsetting	adjustment	made	to	the	related	tangible	long-lived	asset.	The	significant	assumptions	used	in estimating	the	Company's	aggregate	asset	retirement	obligation	are:	timing	of	tower	removals;	cost	of	tower	removals;	timing	and	number	of	land	lease	renewals; expected	inflation	rates;	and	credit-adjusted,	risk-free	interest	rates	that	approximate	the	Company's	incremental	borrowing	rate.

Income	Taxes—As	a	REIT,	the	Company	is	generally	not	subject	to	federal	income	taxes	on	income	and	gains	distributed	to	the	Company's	stockholders.	However,	the Company	remains	obligated	to	pay	income	taxes	on	earnings	from	domestic	TRSs.	In	addition,	the	Company's	international	assets	and	operations	continue	to	be	subject to	taxation	in	the	foreign	jurisdictions	where	those	assets	are	held	or	where	those	operations	are	conducted,	including	those	designated	as	QRSs	for	federal	income	tax purposes.	Accordingly,	the	consolidated	financial	statements	reflect	provisions	for	federal,	state,	local	and	foreign	income	taxes.	The	Company	recognizes	deferred	tax assets	and	liabilities	for	the	future	tax	consequences	attributable	to	differences	between	the	financial	statement	carrying	amounts	of	existing	assets	and	liabilities	and their	respective	tax	basis,	as	well	as	operating	loss	and	tax	credit	carryforwards.	The	Company	measures	deferred	tax	assets	and	liabilities	using	enacted	tax	rates expected	to	apply	to	taxable	income	in	the	years	in	which	those	temporary	differences	and	carryforwards	are	expected	to	be	recovered	or	settled.	The	effect	on	deferred tax	assets	and	liabilities	as	a	result	of	a	change	in	tax	rates	is	recognized	in	income	in	the	period	that	includes	the	enactment	date.

The	Company	periodically	reviews	its	deferred	tax	assets,	and	records	a	valuation	allowance	if,	based	on	the	available	evidence,	it	is	more	likely	than	not	that	some	or all	of	the	deferred	tax	assets	will	not	be	realized.	Management	assesses	the	available	positive	and	negative	evidence	to	estimate	if	sufficient	future	taxable	income	will	be generated	to	use	the	existing	deferred	tax	assets.	Valuation	allowances	would	be	reversed	as	a	reduction	to	the	provision	for	income	taxes	if	related	deferred	tax	assets are	deemed	realizable	based	on	changes	in	facts	and	circumstances	relevant	to	the	assets'	recoverability.

The	Company	classifies	uncertain	tax	positions	as	non-current	income	tax	liabilities	unless	expected	to	be	paid	within	one	year.	The	Company	reports	penalties	and	tax- related	interest	expense	as	a	component	of	the	income	tax	provision	and	interest	income	from	tax	refunds	as	a	component	of	Other	income	(expense)	in	the	consolidated statements	of	operations.

Other	Comprehensive	Income	(Loss)—Other	comprehensive	income	(loss)	refers	to	items	excluded	from	net	income	that	are	recorded	as	an	adjustment	to	equity,	net	of tax.	The	Company's	other	comprehensive	income	(loss)	is	primarily	comprised	of	changes	in	fair	value	of	effective	derivative	cash	flow	hedges,	foreign	currency translation	adjustments	and	reclassification	of	unrealized	losses	on	effective	derivative	cash	flow	hedges.

Treasury	Stock—The	Company	records	repurchases	of	its	common	stock	using	the	cost	method,	whereby	the	purchase	price,	including	legal	costs	and	commissions,	is recorded	in	a	contra	equity	account,	Treasury	stock.	The	equity	accounts	from	which	the	shares	were	originally	issued	are	not	adjusted	for	any	treasury	stock	purchases unless	and	until	such	time	as	the	shares	are	formally	retired	or	reissued.	As	part	of	the	Company's	conversion	to	a	REIT,	all	treasury	stock	outstanding	at	the	time	was retired.

Distributions—As	a	REIT,	the	Company	must	annually	distribute	to	its	stockholders	an	amount	equal	to	at	least	90%	of	its	REIT	taxable	income	(determined	before	the deduction	for	distributed	earnings	and	excluding	any	net	capital	gain).	Generally,	the	Company	has	distributed,	and	expects	to	continue	to	distribute	all	or	substantially all	of	its	REIT	taxable	income	after	taking	into	consideration	its	utilization	of	net	operating	loss	carryforwards	("NOLs").	During	the	years	ended	December	31,	2014, 2013	and	2012,	the	Company	declared	regular	cash	distributions	to	its	common	stockholders	of	an	aggregate	of	$554.6	million,	or	$1.40	per	share,	$434.5	million,	or $1.10	per	share,	and	$355.6	million,	or	$0.90	per	share,	respectively.

During	the	year	ended	December	31,	2014,	the	Company	declared	an	aggregate	of	$23.9	million,	or	$3.98	per	share	in	cash	distributions	to	its	preferred	stockholders.

The	amount,	timing	and	frequency	of	future	distributions	will	be	at	the	sole	discretion	of	the	Board	of	Directors	and	will	be	declared	based	upon	various	factors,	a number	of	which	may	be	beyond	the	Company's	control,	including	the	financial	condition	and	operating	cash	flows,	the	amount	required	to	maintain	its	qualification	for taxation	as	a	REIT	and	reduce	any	income	and	excise	taxes	that	the	Company	otherwise	would	be	required	to	pay,	limitations	on	distributions	in	the	Company's	existing and	future	debt	and	preferred	equity	instruments,	the	Company's	ability	to	utilize	NOLs	to	offset	the	Company's	distribution	requirements,	limitations	on	its	ability	to fund	distributions	using	cash	generated	through	its	TRSs	and	other	factors	that	the	Board	of	Directors	may	deem	relevant.

Acquisitions—For	acquisitions	that	meet	the	definition	of	a	business	combination,	the	Company	applies	the	acquisition	method	of	accounting	where	assets	acquired	and liabilities	assumed	are	recorded	at	fair	value	at	the	date	of	each	acquisition,	and	the	results	of	operations	are	included	with	those	of	the	Company	from	the	dates	of	the respective	acquisitions.	Any	excess	of	the	purchase	price	paid	by	the	Company	over	the	amounts	recognized	for	assets	acquired	and	liabilities	assumed	is	recorded	as goodwill.	The	Company	continues	to	evaluate	acquisitions	for	a	period	not	to	exceed	one	year	after	the	applicable	acquisition	date	of	each	transaction	to	determine whether	any	additional	adjustments	are	needed	to	the	allocation	of	the	purchase	price	paid	for	the	assets	acquired	and	liabilities	assumed.	The	fair	value	of	the	assets acquired	and	liabilities	assumed	is	typically	determined	by	using	either	estimates	of	replacement	costs	or	discounted	cash	flow	valuation	methods.	When	determining the	fair	value	of	tangible	assets	acquired,	the	Company	must	estimate	the	cost	to	replace	the	asset	with	a	new	asset	taking	into	consideration	such	factors	as	age, condition	and	the	economic	useful	life	of	the	asset.	When	determining	the	fair	value	of	intangible	assets	acquired,	the	Company	must	estimate	the	applicable	discount rate	and	the	timing	and	amount	of	future	customer	cash	flows,	including	rate	and	terms	of	renewal	and	attrition.

Revenue	Recognition—The	Company's	revenue	from	leasing	arrangements,	including	fixed	escalation	clauses	present	in	non-cancellable	lease	agreements,	is	reported on	a	straight-line	basis	over	the	term	of	the	respective

leases	when	collectibility	is	reasonably	assured.	Escalation	clauses	tied	to	the	Consumer	Price	Index	("CPI")	or	other	inflation-based	indices,	and	other	incentives present	in	lease	agreements	with	the	Company's	tenants	are	excluded	from	the	straight-line	calculation.	Total	rental	and	management	straight-line	revenues	for	the	years ended	December	31,	2014,	2013	and	2012	approximated	$123.7	million,	$147.7	million	and	$165.8	million,	respectively.	Amounts	billed	upfront	in	connection	with	the execution	of	lease	agreements	are	initially	deferred	and	reflected	in	Unearned	revenue	in	the	accompanying	consolidated	balance	sheets	and	recognized	as	revenue	over the	terms	of	the	applicable	leases.	Amounts	billed	or	received	for	services	prior	to	being	earned	are	deferred	and	reflected	in	Unearned	revenue	in	the	accompanying consolidated	balance	sheets	until	the	criteria	for	recognition	have	been	met.

Network	development	services	revenues	are	derived	under	contracts	or	arrangements	with	customers	that	provide	for	billings	either	on	a	fixed	price	basis	or	a	variable price	basis,	which	includes	factors	such	as	time	and	expenses.	Revenues	are	recognized	as	services	are	performed,	and	include	estimates	for	percentage	completed. Amounts	billed	or	received	for	services	prior	to	being	earned	are	deferred	and	reflected	in	Unearned	revenue	in	the	accompanying	consolidated	balance	sheets	until	the criteria	for	recognition	have	been	met.

Rent	Expense—Many	of	the	leases	underlying	the	Company's	tower	sites	have	fixed	rent	escalations,	which	provide	for	periodic	increases	in	the	amount	of	ground	rent payable	by	the	Company	over	time.	In	addition,	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.	The	Company	calculates	straight-line	ground	rent	expense	for	these	leases	based	on	the	fixed	non- cancellable	term	of	the	underlying	ground	lease	plus	all	periods,	if	any,	for	which	failure	to	renew	the	lease	imposes	an	economic	penalty	to	the	Company	such	that renewal	appears	to	be	reasonably	assured.

Total	rental	and	management	straight-line	ground	rent	expense	for	the	years	ended	December	31,	2014,	2013	and	2012	approximated	$38.4	million,	$29.7	million	and $33.7	million,	respectively.	The	Company's	liability	for	straight-line	ground	rent	expense	is	recorded	in	Other	non-current	liabilities.	The	Company	records	prepaid ground	rent	in	Prepaid	and	other	current	assets	and	Notes	receivable	and	other	non-current	assets	in	the	accompanying	consolidated	balance	sheets	according	to	the anticipated	period	of	benefit.

Selling,	General,	Administrative	and	Development	Expense—Selling,	general	and	administrative	expense	consists	of	overhead	expenses	related	to	the	Company's	rental and	management	and	services	operations	and	corporate	overhead	costs	not	specifically	allocable	to	any	of	the	Company's	individual	business	operations.	Development expense	consists	of	costs	related	to	the	Company's	acquisition	efforts,	costs	associated	with	new	business	initiatives	and	project	cancellation	costs.

Stock-Based	Compensation—Stock-based	compensation	expense	is	measured	at	the	accounting	measurement	date	based	on	the	fair	value	of	the	award	and	is	recognized as	an	expense	over	the	service	period,	which	generally	represents	the	vesting	period.	The	Company's	Compensation	Committee	adopted	a	death,	disability	and retirement	benefits	program	in	connection	with	equity	awards	granted	on	or	after	January	1,	2013	that	provides	for	accelerated	vesting	and	extended	exercise	periods	of stock	options	and	restricted	stock	units	upon	an	employee's	death	or	permanent	disability,	or	upon	an	employee's	qualified	retirement,	provided	certain	eligibility criteria	are	met.	Accordingly,	for	grants	made	on	or	after	January	1,	2013,	the	Company	recognizes	compensation	expense	for	all	stock-based	compensation	over	the shorter	of	(i)	the	four-year	vesting	period	or	(ii)	the	period	from	the	date	of	grant	to	the	date	the	employee	becomes	eligible	for	such	retirement	benefits,	which	may occur	upon	grant.	The	expense	recognized	over	the	service	period	includes	an	estimate	of	awards	that	will	not	fully	vest	and	be	forfeited.	The	fair	value	of	stock	options is	determined	using	the	Black-Scholes	option-pricing	model	and	the	fair	value	of	restricted	stock	units	is	based	on	the	fair	value	of	the	Company's	common

stock	on	the	date	of	grant.	The	Company	recognizes	stock-based	compensation	expense	in	either	Selling,	general,	administrative	and	development	expense,	costs	of operations	or	as	part	of	the	costs	associated	with	the	construction	of	the	tower	assets.

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

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

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

The	Company	reviews	its	tower	portfolio	and	network	location	intangible	assets	for	indications	of	impairment	on	an	individual	tower	basis.	Impairments	primarily	result from	a	tower	not	having	current	tenant	leases	or	from	having	expenses	in	excess	of	revenues.	The	Company	monitors	its	customer-related	intangible	assets	on	a customer	by	customer	basis	for	indicators	of	impairment,	such	as	high	levels	of	turnover	or	attrition,	non-renewal	of	a	significant	number	of	contracts,	or	the	cancellation or	termination	of	a	relationship.	The	Company	assesses	recoverability	by	determining	whether	the	carrying	amount	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	amount	of	an	asset	may	not	be recoverable,	the	Company	will	measure	any	impairment	loss	based	on	the	projected	future	discounted	cash	flows	to	be	provided	from	the	asset	or	available	market information	relative	to	the	asset's	fair	value,	as	compared	to	the	asset's	carrying	amount.	The	Company	records	any	related	impairment	charge	in	the	period	in	which	the Company	identifies	such	impairment.

Loss	on	Retirement	of	Long-Term	Obligations—Loss	on	retirement	of	long-term	obligations	primarily	includes	cash	paid	to	retire	debt	in	excess	of	its	carrying	value, non-cash	charges	related	to	the	write-off	of	deferred	financing	fees,	losses	associated	with	the	settlement	of	interest	rate	swaps	and	the	write-off	of	any	discounts	or premiums.	In	2014,	Loss	on	retirement	of	long-term	obligations	includes	amounts	associated	with	the	acquisition	of	BR	Towers'	preferred	equity.

Earnings	Per	Common	Share—Basic	and	Diluted—Basic	net	income	per	common	share	represents	net	income	attributable	to	American	Tower	Corporation	common stockholders	divided	by	the	weighted	average	number	of	common	shares	outstanding	during	the	period.	Diluted	net	income	per	common	share	represents	net	income attributable	to	American	Tower	Corporation	common	stockholders	divided	by	the	weighted	average	number	of	common	shares	outstanding	during	the	period	and	any dilutive	common	share	equivalents,	including	shares	issuable	(i)	upon	the	vesting	of	restricted	stock	awards,	(ii)	upon	exercise	of	stock	options	and	(iii)	upon	conversion of	the	Mandatory	Convertible	Preferred	Stock.	Dilutive	common	share	equivalents	also	include	the	dilutive	impact	of	the	ALLTEL	transaction.	The	Company	uses	the treasury	stock	method	to	calculate	the	effect

of	its	outstanding	restricted	stock	awards	and	stock	options	and	uses	the	if-converted	method	to	calculate	the	effect	of	its	outstanding	Mandatory	Convertible	Preferred Stock.

Retirement	Plan—The	Company	has	a	401(k)	plan	covering	substantially	all	employees	who	meet	certain	age	and	employment	requirements.	For	the	years	ended December	31,	2014	and	2013,	the	Company	matched	75%	of	the	first	6%	of	a	participant's	contributions.	The	Company's	matching	contribution	for	the	year	ended December	31,	2012	was	50%	of	the	first	6%	of	a	participant's	contributions.	For	the	years	ended	December	31,	2014,	2013	and	2012,	the	Company	contributed approximately	$6.5	million,	$6.0	million	and	$4.4	million	to	the	plan,	respectively.

Accounting	Standards	Updates—In	April	2014,	the	Financial	Accounting	Standards	Board	(the	"FASB")	issued	additional	guidance	on	reporting	discontinued operations.	Under	this	guidance,	only	disposals	representing	a	strategic	shift	in	operations	would	be	presented	as	discontinued	operations.	This	guidance	requires expanded	disclosure	that	provides	information	about	the	assets,	liabilities,	income	and	expenses	of	discontinued	operations.	Additionally,	the	guidance	requires additional	disclosure	for	a	disposal	of	a	significant	part	of	an	entity	that	does	not	qualify	for	discontinued	operations	reporting.	This	guidance	is	effective	for	reporting periods	beginning	on	or	after	December	15,	2014,	with	early	adoption	permitted	for	disposals	or	classifications	of	assets	as	held-for-sale	that	have	not	been	reported	in financial	statements	previously	issued	or	available	for	issuance.	The	Company	chose	to	early	adopt	this	guidance	during	the	year	ended	December	31,	2014	and	the adoption	did	not	have	a	material	effect	on	the	Company's	financial	statements.

In	May	2014,	the	FASB	issued	new	revenue	recognition	guidance,	which	requires	an	entity	to	recognize	revenue	in	an	amount	that	reflects	the	consideration	to	which	the entity	expects	to	be	entitled	in	exchange	for	the	transfer	of	promised	goods	or	services	to	customers.	The	standard	will	replace	most	existing	revenue	recognition guidance	in	GAAP	and	will	become	effective	on	January	1,	2017.	The	standard	permits	the	use	of	either	the	retrospective	or	cumulative	effect	transition	method,	and leases	are	not	included	in	the	scope	of	this	standard.	The	Company	is	evaluating	the	impact	this	standard	may	have	on	its	financial	statements.

# 2.				PREPAID	AND	OTHER	CURRENT	ASSETS

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

|  | 2014 | 2013(1) |
| :--- | :--- | :--- |
| Prepaid\toperating\tground\tleases | $88,508 | $96,881 |
| Prepaid\tincome\ttax | 34,512 | 52,612 |
| Unbilled\treceivables | 25,352 | 25,412 |
| Prepaid\tassets | 23,848 | 34,243 |
| Value\tadded\ttax\tand\tother\tconsumption\ttax\treceivables | 23,228 | 77,016 |
| Other\tmiscellaneous\tcurrent\tassets | 59,174 | 61,253 |
| Balance\tas\tof\tDecember\t31, | $254,622 | $347,417 |

(1) December	31,	2013	balances	have	been	revised	to	reflect	purchase	accounting	measurement	period	adjustments.

# 3.				PROPERTY	AND	EQUIPMENT

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

|  | Useful		Lives |  |  |
| :--- | :--- | :--- | :--- |
|  | (years)\t(1) | 2014 | 2013\t(2) |
| Towers | Up\tto\t20 | $8,300,387 | $7,933,917 |
| Equipment | 2\t-\t15 | 995,667 | 762,738 |
| Buildings\tand\timprovements | 3\t-\t32 | 618,889 | 607,540 |
| Land\tand\timprovements\t(3) | Up\tto\t20 | 1,566,096 | 1,369,969 |
| Construction-in-progress |  | 214,760 | 170,292 |
| Total |  | \t 11,695,799 | \t 10,844,456 |
| Less\taccumulated\tdepreciation\tand\tamortization |  | (4,068,982) | (3,666,728) |
| Property\tand\tequipment,\tnet |  | $7,626,817 | $7,177,728 |

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

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

Depreciation	expense	for	the	years	ended	December	31,	2014,	2013	and	2012	was	$551.8	million,	$483.6	million	and	$411.9	million,	respectively.	Property	and equipment,	net	includes	approximately	$1,111.6	million	and	$839.0	million	of	capital	leases,	which	are	primarily	classified	as	either	towers	or	land	and	improvements as	of	December	31,	2014	and	2013,	respectively.

# 4.				GOODWILL	AND	OTHER	INTANGIBLE	ASSETS

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

|  | Rental	and	Management<br>Domestic | International | Network<br>Development<br>Services | Total |
| :--- | :--- | :--- | :--- | :--- |
| Balance\tas\tof\tJanuary\t1,\t2013 | $2,320,571 | $520,072 | $2,000 | $2,842,643 |
| Additions | 973,328 | 91,249 | — | \t 1,064,577 |
| Effect\tof\tforeign\tcurrency\ttranslation | — | (52,418) | — | (52,418) |
| Balance\tas\tof\tDecember\t31,\t2013\t(1) | $3,293,899 | $558,903 | $2,000 | $3,854,802 |
| Additions | 48,247 | 168,966 | — | 217,213 |
| Effect\tof\tforeign\tcurrency\ttranslation | — | (51,280) | — | (51,280) |
| Other\t(2) | — | (3,641) | (12) | (3,653) |
| Balance\tas\tof\tDecember\t31,\t2014 | $3,342,146 | $672,948 | $1,988 | $4,017,082 |

(2) Other	represents	the	goodwill	associated	with	the	Company's	operations	in	Panama	and	the	Company's	third-party	structural	analysis	business.	Both	businesses were	sold	during	the	year	ended	December	31,	2014	(see	note	12).

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

|  |  |  | As	of	December	31,	2014 |  |  | As	of	December	31,	2013	(1) |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Estimated\nUseful\nLives | Gross\nCarrying\nValue | Accumulated\nAmortization | Net\tBook\nValue | Gross\nCarrying\nValue | Accumulated\nAmortization | Net\tBook\nValue |
|  | (years) |  |  | (in\tthousands) | (in\tthousands) |  |  |
| Acquired\tnetwork\tlocation\tintangibles\t(2) | \t Up\tto\t20 | $2,513,763 | $(901,903) | $1,611,860 | $2,418,153 | $(791,359) | $1,626,794 |
| Acquired\tcustomer-related\tintangibles | 15-20 | 6,579,094 | (1,429,572) | 5,149,522 | 6,017,849 | (1,170,239) | 4,847,610 |
| Acquired\tlicenses\tand\tother\tintangibles | 3-20 | 43,012 | (3,514) | 39,498 | 6,583 | (2,297) | 4,286 |
| Economic\tRights,\tTV\tAzteca | 70 | 25,522 | (12,960) | 12,562 | 28,783 | (14,229) | 14,554 |
| Total |  | $9,161,391 | $(2,347,949) | $6,813,442 | $8,471,368 | $(1,978,124) | $6,493,244 |
| Deferred\tfinancing\tcosts, |  |  |  |  |  |  |  |
| net\t(3) | N/A |  |  | 75,889 |  |  | 76,875 |
| Other\tintangible\tassets,\tnet |  |  |  | $6,889,331 |  |  | $6,570,119 |

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

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

The	acquired	network	location	intangibles	represent	the	value	to	the	Company	of	the	incremental	revenue	growth	which	could	potentially	be	obtained	from	leasing	the excess	capacity	on	acquired	communications	sites.	The	acquired	customer-related	intangibles	typically	represent	the	value	to	the	Company	of	customer	contracts	and relationships	in	place	at	the	time	of	an	acquisition,	including	assumptions	regarding	estimated	renewals.

The	Company	amortizes	its	acquired	network	location	intangibles	and	customer-related	intangibles	on	a	straight-line	basis	over	the	estimated	useful	lives.	As	of December	31,	2014,	the	remaining	weighted	average	amortization	period	of	the	Company's	intangible	assets,	excluding	deferred	financing	costs	and	the	TV	Azteca Economic	Rights	detailed	in	note	5,	is	approximately	15	years.	Amortization	of	intangible	assets	for	the	years	ended	December	31,	2014,	2013	and	2012	aggregated approximately	$411.7	million,	$282.5	million	and	$207.3	million,	respectively.	Amortization	expense	excludes	amortization	of	deferred	financing	costs,	which	is included	in	Interest	expense	on	the	consolidated	statements	of	operations.	Based	on	current	exchange	rates,	the	Company	expects	to	record	amortization	expense (excluding	amortization	of	deferred	financing	costs)	as	follows	over	the	next	five	subsequent	years	(in	millions):

# 5.				NOTES	RECEIVABLE	AND	OTHER	NON-CURRENT	ASSETS

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

|  | 2014 | 2013	(1) |
| :--- | :--- | :--- |
| Long-term\tprepaid\tground\trent | $310,232 | $217,983 |
| Notes\treceivable | 87,515 | 89,381 |
| Other\tmiscellaneous\tassets | 168,707 | 201,809 |
| Balance\tas\tof\tDecember\t31, | $566,454 | $509,173 |

TV	Azteca	Note	Receivable—In	2000,	the	Company	loaned	TV	Azteca,	S.A.	de	C.V.	("TV	Azteca"),	the	owner	of	a	major	national	television	network	in	Mexico, $119.8	million.	The	loan	has	an	interest	rate	of	13.11%,	payable	quarterly,	which	at	the	time	of	issuance	was	determined	to	be	below	market	and	therefore	a corresponding	discount	was	recorded.	The	term	of	the	loan	is	seventy	years;	however,	the	loan	may	be	prepaid	by	TV	Azteca	without	penalty	during	the	last	fifty	years of	the	agreement.	The	discount	on	the	loan	is	being	amortized	to	Interest	income,	TV	Azteca,	net	of	interest	expense	on	the	Company's	consolidated	statements	of operations,	using	the	effective	interest	method	over	the	seventy-year	term	of	the	loan.

During	the	year	ended	December	31,	2013,	TV	Azteca	made	a	payment	of	$34.4	million,	which	included	$28.0	million	of	principal	on	the	loan,	related	interest	and	a prepayment	penalty	of	$4.9	million	in	accordance	with	the	terms	of	the	agreement.	In	addition	during	the	year	ended	December	31,	2013,	the	Company	recorded additional	interest	income	of	$2.7	million	related	to	the	write-off	of	a	portion	of	the	unamortized	discount	associated	with	the	original	loan.	As	of	December	31,	2014, the	outstanding	balance	on	the	loan	is	$91.8	million,	or	$82.9	million,	net	of	discount.

TV	Azteca	Economic	Rights—Simultaneous	with	the	signing	of	the	loan	agreement,	the	Company	also	entered	into	a	seventy-year	Economic	Rights	Agreement	with	TV Azteca	regarding	space	not	used	by	TV	Azteca	on	approximately	190	of	its	broadcast	towers.	In	exchange	for	the	issuance	of	the	below	market	interest	rate	loan

and	the	annual	payment	of	$1.5	million	to	TV	Azteca	(under	the	Economic	Rights	Agreement),	the	Company	has	the	right	to	market	and	lease	the	unused	tower	space	on the	broadcast	towers	(the	"Economic	Rights").	TV	Azteca	retains	title	to	these	towers	and	is	responsible	for	their	operation	and	maintenance.	The	Company	is	entitled	to 100%	of	the	revenues	generated	from	leases	with	tenants	on	the	unused	space	and	is	responsible	for	any	incremental	operating	expenses	associated	with	those	tenants.

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

The	Company	accounted	for	the	annual	payment	of	$1.5	million	as	a	capital	lease	by	initially	recording	an	asset	and	a	corresponding	liability	of	approximately	$18.6 million.	The	capital	lease	asset	also	includes	the	original	discount	on	the	note.	The	capital	lease	asset	and	original	discount	on	the	note	aggregated	approximately $30.2	million	at	the	time	of	the	transaction	and	represents	the	cost	to	acquire	the	Economic	Rights.	The	Economic	Rights	asset	is	recorded	as	an	intangible	asset	and	is being	amortized	over	the	seventy-year	life	of	the	Economic	Rights	Agreement.

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

The	estimates	of	the	fair	value	of	the	assets	acquired	and	liabilities	assumed	at	the	date	of	the	applicable	acquisition	are	subject	to	adjustment	during	the	measurement period	(up	to	one	year	from	the	particular	acquisition	date).	The	primary	areas	of	the	accounting	for	the	acquisitions	that	are	not	yet	finalized	relate	to	the	fair	value	of certain	tangible	and	intangible	assets	acquired	and	liabilities	assumed,	including	contingent	consideration,	and	residual	goodwill	and	any	related	tax	impact.	The	fair value	of	these	net	assets	acquired	are	based	on	management's	estimates	and	assumptions,	as	well	as	other	information	compiled	by	management,	including	valuations that	utilize	customary	valuation	procedures	and	techniques.	While	the	Company	believes	that	such	preliminary	estimates	provide	a	reasonable	basis	for	estimating	the fair	value	of	assets	acquired	and	liabilities	assumed,	it	will	evaluate	any	necessary	information	prior	to	finalization	of	the	fair	value.	During	the	measurement	period,	the Company	will	adjust	assets	or	liabilities	if	new	information	is	obtained	about	facts	and	circumstances	that	existed	as	of	the	acquisition	date	that,	if	known,	would	have resulted	in	the	revised	estimated	values	of	those	assets	or	liabilities	as	of	that	date.	The	effect	of	measurement	period	adjustments	to	the	estimated	fair	value	is	reflected as	if	the	adjustments	had	been	completed	on	the	acquisition	date.	The	impact	of	all	changes	that	do	not	qualify	as	measurement	period	adjustments	are	included	in	current period	earnings.	If	the	actual	results	differ	from	the	estimates	and	judgments	used	in	these	fair	values,	the	amounts	recorded	in	the	consolidated	financial	statements could	be	subject	to	a	possible	impairment	of	the	intangible	assets	or	goodwill,	or	require	acceleration	of	the	amortization	expense	of	intangible	assets	in	subsequent periods.	During	the	year	ended	December	31,	2014,	the	Company	made	certain	measurement	period	adjustments	related	to	several	acquisitions	consummated	in	2013 and	therefore	retrospectively	adjusted	the	fair	value	of	the	assets	acquired	and	liabilities	assumed	in	the	consolidated	balance	sheet	as	of	December	31,	2013.

Impact	of	current	year	acquisitions—The	Company	typically	acquires	communications	sites	from	wireless	carriers	or	other	tower	operators	and	subsequently	integrates those	sites	into	its	existing	portfolio	of	communications	sites.	The	financial	results	of	the	Company's	acquisitions	have	been	included	in	the	Company's

consolidated	statements	of	operations	for	the	year	ended	December	31,	2014	from	the	date	of	the	respective	acquisition.	The	date	of	acquisition,	and	by	extension	the point	at	which	the	Company	begins	to	recognize	the	results	of	an	acquisition,	may	be	dependent	upon,	among	other	things,	the	receipt	of	contractual	consents,	the commencement	and	extent	of	leasing	arrangements	and	the	timing	of	the	transfer	of	title	or	rights	to	the	assets,	which	may	be	accomplished	in	phases.	Sites	acquired from	communications	service	providers	may	never	have	been	operated	as	a	business	and	may	have	been	utilized	solely	by	the	seller	as	a	component	of	its	network infrastructure.	An	acquisition,	depending	on	its	size	and	nature,	may	or	may	not	involve	the	transfer	of	business	operations	or	employees.

The	estimated	aggregate	impact	of	the	2014	acquisitions	on	the	Company's	revenues	and	gross	margin	for	the	year	ended	December	31,	2014	is	approximately	$47.0 million	and	$37.6	million,	respectively.	The	revenues	and	gross	margin	amounts	also	reflect	incremental	revenues	from	the	addition	of	new	tenants	to	the	acquired	sites subsequent	to	the	date	of	acquisition.	Incremental	amounts	of	segment	selling,	general,	administrative	and	development	expense	have	not	been	reflected	as	the	amounts attributable	to	acquisitions	are	not	comparable.

The	Company	recognizes	acquisition	and	merger	related	costs	in	the	period	in	which	they	are	incurred	and	services	are	received.	Acquisition	and	merger	related	costs may	include	finder's	fees,	advisory,	legal,	accounting,	valuation	and	other	professional	or	consulting	fees,	fair	value	adjustments	to	contingent	consideration	and	general administrative	costs	directly	related	to	the	transaction,	and	are	included	in	Other	operating	expenses	in	the	consolidated	statements	of	operations.	During	the	years	ended December	31,	2014,	2013	and	2012,	the	Company	recognized	acquisition	and	merger	related	expenses	of	$27.0	million,	$36.2	million	and	$25.6	million,	respectively. In	addition,	during	the	years	ended	December	31,	2014	and	December	31,	2013,	the	Company	recorded	$13.1	million	and	$1.4	million,	respectively,	of	integration	costs related	to	recently	closed	acquisitions.

# 2014	Acquisitions

BR	Towers	Acquisition—On	November	19,	2014,	the	Company	completed	the	acquisition	of	100%	of	the	equity	interests	of	BR	Towers	S.A.,	a	Brazilian telecommunications	real	estate	company	("BR	Towers").	At	closing,	BR	Towers	owned	2,504	towers	and	four	property	interests,	as	well	as	the	exclusive	use	rights	for 2,113	additional	towers	and	43	property	interests	in	Brazil.	The	Company	completed	the	acquisition	for	an	estimated	preliminary	purchase	price	of	approximately	$568.9 million	and	paid	approximately	$61.1	million	to	acquire	all	outstanding	preferred	equity.	In	addition,	the	Company	assumed	approximately	$261.1	million	of	BR Towers'	existing	indebtedness	and	repaid	approximately	$122.1	million	of	principal	balance	subsequent	to	closing.	The	purchase	price	is	subject	to	post-closing adjustments.

Richland	Acquisition—On	April	3,	2014,	the	Company,	through	one	of	its	wholly-owned	subsidiaries,	acquired	entities	holding	a	portfolio	of	59	communications	sites, which	at	the	time	of	acquisition	were	leased	primarily	to	radio	and	television	broadcast	tenants,	and	four	property	interests	in	the	United	States	from	Richland	Properties LLC	and	other	related	entities	("Richland")	for	a	purchase	price	of	$189.4	million,	which	includes	approximately	$6.5	million	payable	to	the	seller	upon	satisfaction	of certain	closing	conditions.	In	addition,	the	Company	assumed	$196.5	million	of	Richland's	existing	indebtedness.	In	June	2014,	the	Company	repaid	the	outstanding indebtedness,	paid	prepayment	consideration	and	wrote-off	the	unamortized	premium	associated	with	the	fair	value	adjustment.	The	purchase	price	is	subject	to	post- closing	adjustments.

Other	International	Acquisitions—During	the	year	ended	December	31,	2014,	the	Company	acquired	a	total	of	159	communications	sites	and	related	assets	in	Brazil, Ghana,	Mexico	and	Uganda,	for	total	purchase	price	of	$28.3	million	(including	value	added	tax	of	$1.2	million).	The	Company	also	acquired	299	communications	sites in	Mexico	for	a	purchase	price	of	$40.3	million	(including	value	added	tax	of	$5.6	million),	which	reflects	approximately	$3.4	million	of	net	liabilities	assumed.	Total purchase	price	was	satisfied	by	the	issuance	of	approximately	$36.3	million	of	credits	to	be	applied	against	trade	accounts	receivable	and	cash	consideration	of approximately	$4.0	million.

Other	U.S.	Acquisitions—During	the	year	ended	December	31,	2014,	the	Company	acquired	a	total	of	184	communications	sites	and	equipment,	as	well	as	six	property interests,	in	the	United	States	for	total	purchase	price	of	$180.8	million	(including	$6.3	million	for	the	estimated	fair	value	of	contingent	consideration).	The	purchase price	is	subject	to	post-closing	adjustments.

The	following	table	summarizes	the	preliminary	allocation,	unless	otherwise	noted,	of	the	purchase	price	for	the	fiscal	year	2014	acquisitions	based	upon	their	estimated fair	value	at	the	date	of	acquisition	(in	thousands).	Balances	are	reflected	in	the	accompanying	consolidated	balance	sheets	as	of	December	31,	2014.

|  | BR	Towers | Richland | International	(1) | Other	U.S. |
| :--- | :--- | :--- | :--- | :--- |
| Current\tassets | $31,832 | $8,583 | $7,072 | $797 |
| Non-current\tassets | 9,135 | — | 1,521 | — |
| Property\tand\tequipment | 141,422 | 185,777 | 32,225 | 38,413 |
| Intangible\tassets\t(2): |  |  |  |  |
| Customer-related\tintangible\tassets | 495,279 | 169,452 | 20,217 | 89,990 |
| Network\tlocation\tintangible\tassets | 136,233 | 1,700 | 10,729 | 39,470 |
| Other\tintangible\tassets | 37,664 | — | — | — |
| Current\tliabilities | (23,930) | (3,635) | (863) | (1,997) |
| Other\tnon-current\tliabilities | (101,508) | (2,922) | (6,263) | (1,675) |
| Net\tassets\tacquired | 726,127 | 358,955 | 64,638 | \t 164,998 |
| Goodwill\t(3) | 164,955 | 32,423 | 4,011 | 15,824 |
| Fair\tvalue\tof\tnet\tassets\tacquired | 891,082 | 391,378 | 68,649 | \t 180,822 |
| Debt\tassumed\t(4) | (261,136) | (201,999) | — | — |
| Preferred\tstock\toutstanding | (61,056) | — | — | — |
| Purchase\tPrice | $568,890 | $189,379 | $68,649 | $180,822 |

(1) The	allocation	of	the	purchase	price	was	finalized	during	the	year	ended	December	31,	2014.

(2) Customer-related	intangible	assets	and	network	location	intangible	assets	are	amortized	on	a	straight-line	basis	over	periods	of	up	to	20	years.	Other	intangible assets	are	amortized	on	a	straight-line	basis	over	the	life	of	the	lease,	which	is	a	period	of	11	years.

(3) Goodwill	was	allocated	to	the	Company's	domestic	and	international	rental	and	management	segments,	as	applicable,	and	the	Company	expects	goodwill recorded	will	be	deductible	for	tax	purposes	except	for	goodwill	associated	with	BR	Towers	where	goodwill	is	expected	to	be	partially	deductible.

(4) BR	Towers	debt	assumed	approximated	fair	value	at	the	date	of	acquisition	and	includes	$11.5	million	of	current	indebtedness.	Richland	debt	assumed	includes $196.5	million	of	Richland's	indebtedness	and	a	fair	value	adjustment	of	$5.5	million.	The	fair	value	adjustment	was	based	primarily	on	reported	market	values using	Level	2	inputs.

# MIPT	Acquisition

On	October	1,	2013,	the	Company,	through	its	wholly	owned	subsidiary	American	Tower	Investments	LLC,	acquired	100%	of	the	outstanding	common	membership interests	of	MIP	Tower	Holdings	LLC	("MIPT"),	a	private	REIT	and	the	parent	company	of	Global	Tower	Partners	("GTP"),	an	owner	and	operator,	through	its	various operating	subsidiaries,	of	approximately	4,860	communications	sites	in	the	United	States	and	approximately	510	communications	sites	in	Costa	Rica	and	Panama.	GTP also	manages	rooftops	and	holds	property	interests	that	it	leases	to	communications	service	providers	and	third-party	tower	operators.	The	Company	sold	its	operations in	Panama	in	September	2014.

The	purchase	price	of	$4.9	billion	was	satisfied	with	approximately	$3.3	billion	in	cash,	including	an	aggregate	of	approximately	$2.8	billion	from	borrowings	under	the Company's	credit	facilities,	and	the	assumption	of	approximately	$1.5	billion	of	MIPT's	existing	indebtedness.

The	consideration	consisted	of	the	following	(in	thousands):

(1) Cash	consideration	includes	$14.5	million	of	an	additional	purchase	price	adjustment	which	was	paid	to	the	sellers	during	the	year	ended	December	31,	2014	and is	reflected	in	Accrued	expenses	on	the	consolidated	balance	sheet	included	in	the	Company's	Annual	Report	on	Form	10-K	for	the	year	ended	December	31, 2013.

The	allocation	of	the	purchase	price	was	finalized	during	the	year	ended	December	31,	2014.	The	following	table	summarizes	the	allocation	of	the	purchase	price	paid and	the	amounts	of	assets	acquired	and	liabilities	assumed	for	the	MIPT	acquisition	based	upon	the	estimated	fair	value	at	the	date	of	acquisition	(in	thousands).

|  | Final	Purchase	Price<br>Allocation	(1) | Preliminary	Purchase<br>Price	Allocation	(2) |
| :--- | :--- | :--- |
| Cash\tand\tcash\tequivalents | $35,967 | $35,967 |
| Restricted\tcash | 30,883 | 30,883 |
| Accounts\treceivable,\tnet | 10,102 | 10,021 |
| Prepaid\tand\tother\tcurrent\tassets | 40,865 | 22,875 |
| Property\tand\tequipment | 910,713 | 996,901 |
| Intangible\tassets\t(3): |  |  |
| Customer-related\tintangible\tassets | 2,456,582 | 2,629,188 |
| Network\tlocation\tintangible\tassets | 528,900 | 467,300 |
| Notes\treceivable\tand\tother\tnon-current\tassets | 68,388 | 4,220 |
| Accounts\tpayable | (9,969) | (9,249) |
| Accrued\texpenses | (42,867) | (37,004) |
| Accrued\tinterest | (3,253) | (3,253) |
| Current\tportion\tof\tlong-term\tobligations | (2,820) | (2,820) |
| Unearned\trevenue | (35,905) | (35,753) |
| Long-term\tobligations\t(4) | (1,573,366) | (1,573,366) |
| Asset\tretirement\tobligations | (57,965) | (43,089) |
| Other\tnon-current\tliabilities | (17,837) | (37,326) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $2,338,418 | $2,455,495 |
| Goodwill\t(5) | 992,044 | 874,967 |

(1) Balances	are	reflected	as	updated	in	the	accompanying	consolidated	balance	sheets	as	of	December	31,	2013.

(2) Balances	are	reflected	in	the	consolidated	balance	sheets	in	the	Company's	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2013.

(3) Customer-related	intangible	assets	and	network	location	intangible	assets	are	amortized	on	a	straight-line	basis	over	periods	of	up	to	20	years.

(4) Long-term	obligations	included	$1.5	billion	of	MIPT's	existing	indebtedness	and	a	fair	value	adjustment	of	$53.0	million.	The	fair	value	adjustment	was	based primarily	on	reported	market	values	using	Level	2	inputs.

(5) Goodwill	was	allocated	to	the	Company's	domestic	and	international	rental	and	management	segments,	as	applicable,	and	the	Company	expects	goodwill recorded	will	not	be	deductible	for	tax	purposes.

# Other	2013	Acquisitions

Axtel	Mexico	Acquisition—On	January	31,	2013,	the	Company	acquired	883	communications	sites	from	Axtel,	S.A.B.	de	C.V.	for	a	purchase	price	of	$248.5	million.

NII	Acquisition—On	August	8,	2013,	the	Company	entered	into	an	agreement	with	NII	Holdings,	Inc.	("NII")	to	acquire	up	to	1,666	communications	sites	in	Mexico	and 2,790	communications	sites	in	Brazil	in	two	separate	transactions.

On	November	8,	2013,	the	Company	acquired	1,473	communications	sites	in	Mexico	from	NII	for	an	initial	purchase	price	of	approximately	$436.0	million	(including value	added	tax	of	approximately	$60.3	million)	and	net	assets	of	approximately	$0.9	million	for	total	cash	consideration	of	approximately	$436.9	million.	The	purchase price	was	subsequently	reduced	to	approximately	$427.0	million	(including	value	added	tax	of	approximately	$59.0	million)	during	the	year	ended	December	31,	2014 as	a	result	of	post-closing	adjustments.	The	Company's	right	to	purchase	additional	sites	in	Mexico	expired	on	May	30,	2014.

On	December	6,	2013,	the	Company	acquired	1,931	communications	sites	in	Brazil	from	NII	for	an	initial	purchase	price	of	approximately	$349.0	million.	The	purchase price	was	subsequently	reduced	to	approximately	$341.4	million	during	the	year	ended	December	31,	2014	as	a	result	of	post-closing	adjustments.	In	addition,	in	June 2014,	the	Company	purchased	an	additional	103	communications	sites	for	a	purchase	price	of	approximately	$17.7	million,	which	are	reflected	above	in	"2014 Acquisitions."	The	Company's	right	to	purchase	additional	sites	in	Brazil	expired	on	December	31,	2014.

Z-Sites	Acquisition—On	November	29,	2013,	the	Company	acquired	238	communications	sites	from	Z-Sites	Locação	de	Imóveis	Ltda	for	a	purchase	price	of approximately	$122.8	million.	The	purchase	price	was	subsequently	increased	to	approximately	$123.9	million	during	the	year	ended	December	31,	2014.

Other	International	Acquisitions—During	the	year	ended	December	31,	2013,	the	Company	acquired	a	total	of	714	additional	communications	sites	in	Brazil,	Chile, Colombia,	Ghana,	Mexico	and	South	Africa,	for	a	purchase	price	of	$89.8	million	(including	contingent	consideration	of	$4.1	million	and	value	added	tax	of	$4.9 million).

Other	U.S.	Acquisitions—During	the	year	ended	December	31,	2013,	the	Company	acquired	a	total	of	55	additional	communications	sites	and	23	property	interests	in the	United	States	for	a	purchase	price	of	$65.6	million.	The	purchase	price	included	cash	paid	of	approximately	$65.2	million	and	net	liabilities	assumed	of approximately	$0.4	million.

The	following	table	summarizes	the	updated	allocation	of	the	purchase	price	paid	and	the	amounts	of	assets	acquired	and	liabilities	assumed	for	the	fiscal	year	2013 acquisitions	based	upon	their	estimated	fair	value	at	the	date	of	acquisition	(in	thousands).	Balances	are	reflected	in	the	accompanying	consolidated	balance	sheets herein.

|  | Axtel<br>Mexico	(1) | NII<br>Mexico	(2)	(3) | NII<br>Brazil	(2) | Z-Sites	(2) | Other<br>International	(2) | Other<br>U.S.	(2) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Current\tassets | $— | $59,938 | $—\t\t\t\t $— | $—\t\t\t\t $— | $4,863 | $1,220 |
| Non-current\tassets | 2,626 | 10,738 | 9,534 | 6,718 | 1,991 | 44 |
| Property\tand\tequipment | 86,100 | 143,680 | 109,426 | 26,881 | 44,844 | 23,537 |
| Intangible\tassets\t(4): |  |  |  |  |  |  |
| Customer-related\tintangible\tassets | 119,392 | 132,897 | 142,125 | 62,286 | 20,590 | 29,325 |
| Network\tlocation\tintangible\tassets | 43,031 | 66,069 | 82,111 | 17,350 | 20,727 | 7,935 |
| Current\tliabilities | — | — | — | — | — | (454) |
| Other\tnon-current\tliabilities | (9,377) | (10,478) | (20,100) | (2,331) | (8,168) | (848) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $241,772 | $402,844 | $323,096 | $110,904 | $84,847 | $60,759 |
| Goodwill\t(5) | 6,751 | 25,056 | 18,312 | 13,040 | 4,970 | 4,403 |

(3) Current	assets	includes	approximately	$59.0	million	of	value	added	tax.

(5) Goodwill	was	allocated	to	the	Company's	domestic	and	international	rental	and	management	segments,	as	applicable,	and	the	Company	expects	goodwill recorded	will	be	deductible	for	tax	purposes.

The	following	table	summarizes	the	preliminary	allocation,	unless	otherwise	noted,	of	the	purchase	price	paid	and	the	amounts	of	assets	acquired	and	liabilities	assumed for	the	fiscal	year	2013	acquisitions.	The	allocation	is	based	upon	the	estimated	fair	value	at	the	date	of	acquisition	(in	thousands).	Balances	are	reflected	in	the consolidated	balance	sheets	in	the	Company's	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2013.

|  | Axtel<br>Mexico	(1) | NII<br>Mexico	(2) | NII	Brazil | Z-Sites | Other<br>International | Other	U.S. |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Current\tassets | $— | $61,183 | $—\t\t\t\t\t $— | $—\t\t\t\t\t $— | $4,863 | $1,220 |
| Non-current\tassets | 2,626 | 11,969 | 4,484 | 6,157 | 1,991 | 44 |
| Property\tand\tequipment | 86,100 | 147,364 | 105,784 | 24,832 | 44,844 | 23,803 |
| Intangible\tassets\t(3): |  |  |  |  |  |  |
| Customer-related\tintangible\tassets | 119,392 | 135,175 | 149,333 | 64,213 | 20,590 | 29,325 |
| Network\tlocation\tintangible\tassets | 43,031 | 63,791 | 93,867 | 17,123 | 20,727 | 7,607 |
| Current\tliabilities | — | — | — | — | — | (454) |
| Other\tnon-current\tliabilities | (9,377) | (10,478) | (13,188) | (1,502) | (8,168) | (786) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $241,772 | $409,004 | $340,280 | $110,823 | $84,847 | $60,759 |
| Goodwill\t(4) | 6,751 | 27,928 | 8,704 | 11,953 | 4,970 | 4,403 |

# Pro	Forma	Consolidated	Results

The	following	table	presents	the	unaudited	pro	forma	financial	results	as	if	the	2014	acquisitions	had	occurred	on	January	1,	2013	and	the	2013	acquisitions	had occurred	on	January	1,	2012	(in	thousands,	except	per	share	data).	Management	relied	on	various	estimates	and	assumptions	due	to	the	fact	that	some	of	the	acquisitions never	operated	as	a	business	and	were	utilized	solely	by	the	seller	as	a	component	of	their	network	infrastructure.	As	a	result,	historical	operating	results	for	these acquisitions	are	not	available.	The	pro	forma	results	do	not	include	any	anticipated	cost	synergies,	costs	or	other	effects	of	the	planned	integration	of	the	acquisitions. Accordingly,	such	pro	forma	amounts	are	not	necessarily	indicative	of	the	results	that	actually	would	have	occurred	had	the	acquisitions	been	completed	on	the	dates indicated,	nor	are	they	indicative	of	the	future	operating	results	of	the	Company.

# Other	Signed	Acquisitions

TIM	Acquisition—On	November	21,	2014,	the	Company	entered	into	an	agreement	with	TIM	Celular	S.A.	("TIM"),	a	wholly-owned	subsidiary	of	TIM	Participações S.A.,	a	publicly	traded	subsidiary	of	Telecom	Italia	S.p.A.,	to	acquire	two	portfolios	of	towers	in	Brazil,	subject	to	customary	closing	conditions.	The	first	portfolio includes	approximately	5,240	towers	and	the	second	portfolio,	which	was	previously	subject	to	certain	preemptive	acquisition	rights	held	by	third	parties,	includes approximately	1,240	towers.	On	January	16,	2015,	such	third	parties	waived	their	preemptive	rights.	At	signing,	total	purchase	price	was	approximately	3.0	billion	BRL (approximately	$1.1	billion),	subject	to	customary	adjustments.	In	addition,	the	Company	may	be	required	to	pay	breakup	fees	of	an	aggregate	of	approximately 260	million	BRL,	in	the	event	that	the	conditions	to	the	Company's	obligation	to	close	have	all	been	satisfied	and	the	Company	fails	to	consummate	the	TIM	transaction. In	connection	with	this	obligation,	the	Company	entered	into	letters	of	credit	with	Banco	Santander	in	an	aggregate	amount	of	260	million	BRL.

Airtel	Acquisition—On	November	24,	2014,	the	Company	and	Airtel	Networks	Limited	entered	into	a	definitive	agreement,	through	Bharti	Airtel	Limited's	subsidiary company,	Bharti	Airtel	International	(Netherlands)	BV	("Airtel"),	for	the	sale	of	over	4,800	of	Airtel's	communications	towers	in	Nigeria,	subject	to	customary	closing conditions	and	regulatory	approval.	At	signing,	the	total	purchase	price	was	approximately	$1.1	billion,	subject	to	adjustments.

In	February	2015,	the	Company	signed	a	definitive	agreement	with	Verizon	Communications,	Inc.	("Verizon"),	see	note	24.

# Acquisition-Related	Contingent	Consideration

The	Company	may	be	required	to	pay	additional	consideration	under	certain	agreements	for	the	acquisition	of	communications	sites	if	specific	conditions	are	met	or events	occur.

Colombia—Under	the	terms	of	the	agreement	with	Colombia	Movil	S.A.	E.S.P.,	the	Company	is	required	to	make	additional	payments	upon	the	conversion	of	certain barter	agreements	with	other	wireless	carriers	to	cash	paying	lease	agreements.	Based	on	current	estimates,	the	Company	expects	the	value	of	potential	contingent consideration	payments	required	to	be	made	under	the	agreement	to	be	between	zero	and	$29.5	million,	based	on	current	exchange	rates,	and	estimates	it	to	be	$19.7 million	using	a	probability	weighted	average	of	the	expected	outcomes	as	of	December	31,	2014.	During	the	year	ended	December	31,	2014,	the	Company	recorded	an increase	in	fair	value	of	$1.4	million	in	Other	operating	expenses	in	the	accompanying	consolidated	statements	of	operations.

Ghana—Under	the	terms	of	its	agreement,	as	amended,	with	MTN	Group	Limited,	the	Company	is	required	to	make	additional	payments	upon	the	conversion	of	certain barter	agreements	with	other	wireless	carriers	to	cash	paying	lease	agreements.	Based	on	current	estimates,	the	Company	expects	the	value	of	potential	contingent consideration	payments	required	to	be	made	under	the	amended	agreement	to	be	between	zero	and	$0.6	million,	based	on	current	exchange	rates,	and	estimates	it	to	be $0.6	million	using	a	probability	weighted	average	of	the	expected	outcomes	as	of	December	31,	2014.

MIPT—In	connection	with	the	acquisition	of	MIPT,	the	Company	assumed	additional	contingent	consideration	liability	related	to	previously	closed	acquisitions	in	Costa Rica,	Panama	and	the	United	States.	The	Company	is	required	to	make	additional	payments	to	the	sellers	if	certain	pre-designated	tenant	leases	commence	during	a limited	specified	period	of	time	after	the	applicable	acquisition	was	completed,	generally	one	year	or	less.	The	Company	initially	recorded	$9.3	million	of	contingent consideration	liability	as	part	of	the	preliminary

acquisition	accounting	upon	closing	of	the	acquisition.	Based	on	current	estimates,	the	Company	expects	the	value	of	potential	contingent	consideration	payments required	to	be	made	under	these	agreements	to	be	between	zero	and	$4.4	million.	During	the	year	ended	December	31,	2014,	the	Company	(i)	recorded	a	decrease	in	fair value	of	$1.7	million	in	Other	operating	expenses	in	the	accompanying	consolidated	statements	of	operations,	(ii)	recorded	settlements	under	these	agreements	of	$3.5 million,	(iii)	reduced	its	contingent	consideration	liability	by	$0.7	million	as	a	portion	of	the	Company's	obligations	was	assumed	by	the	buyer	in	conjunction	with	the sale	of	operations	in	Panama	and	(iv)	recorded	additional	liability	of	$0.1	million.	As	a	result,	the	Company	estimates	the	value	of	potential	contingent	consideration payments	required	under	these	agreements	to	be	$2.3	million	using	a	probability	weighted	average	of	the	expected	outcomes	as	of	December	31,	2014.

Other	U.S.—In	connection	with	other	acquisitions	in	the	United	States,	the	Company	is	required	to	make	additional	payments	if	certain	pre-designated	tenant	leases commence	during	a	specified	period	of	time.	During	the	year	ended	December	31,	2014,	the	Company	recorded	$6.3	million	of	contingent	consideration	liability	as	part of	the	preliminary	acquisition	accounting	upon	closing	of	certain	acquisitions.	During	the	year	ended	December	31,	2014,	the	Company	recorded	settlements	under these	agreements	of	$0.4	million.	Based	on	current	estimates,	the	Company	expects	the	value	of	potential	contingent	consideration	payments	required	to	be	made	under these	agreements	to	be	between	zero	and	$5.9	million	and	estimates	it	to	be	$5.9	million	using	a	probability	weighted	average	of	the	expected	outcomes	as	of December	31,	2014.

For	more	information	regarding	contingent	consideration,	see	note	12.

# 7.				ACCRUED	EXPENSES

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

|  | 2014 | 2013	(1) |
| :--- | :--- | :--- |
| Accrued\tproperty\tand\treal\testate\ttaxes | $61,206 | $54,529 |
| Payroll\tand\trelated\twithholdings | 57,110 | 50,843 |
| Accrued\tconstruction\tcosts | 46,024 | 52,446 |
| Accrued\trent | 34,074 | 28,456 |
| Other\taccrued\texpenses | 219,340 | 234,914 |
| Balance\tas\tof\tDecember\t31, | $417,754 | $421,188 |

# 8.				LONG-TERM	OBLIGATIONS

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

|  | 2014 | 2013 | Rate	(1) | Maturity	Date	(1) |
| :--- | :--- | :--- | :--- | :--- |
| American\tTower\tsubsidiary\tdebt: |  |  |  |  |
| Secured\tTower\tRevenue\tSecurities, |  |  |  |  |
| Series\t2013-1A | $500,000 | $500,000 | 1.551% | March\t15,\t2018(2) |
| Secured\tTower\tRevenue\tSecurities, |  |  |  |  |
| Series\t2013-2A | 1,300,000 | 1,300,000 | 3.070% | March\t15,\t2023(2) |
| GTP\tNotes\t(3) | 1,263,983 | 1,537,881 | 2.364%\t-\t7.628% | Various |
| BR\tTowers\tDebentures\t(4) | 118,688 | — | 7.400% | October\t15,\t2023 |
| BR\tTowers\tCredit\tFacility\t(4) | 16,389 | — | \t 3.500%\t-\t10.800% | Various |
| Unison\tNotes\t(5) | 203,683 | 205,436 | 5.349%\t-\t9.522% | Various |
| Mexican\tLoan\t(6)(7) | 263,426 | 377,470 | 4.821% | May\t1,\t2015 |
| South\tAfrican\tFacility\t(6)(8) | 75,133 | 88,334 | 9.875% | March\t31,\t2020 |
| Colombian\tCredit\tFacility\t(6)(9) | 83,596 | — | 8.360% | April\t24,\t2021 |
| Colombian\tLong-Term\tCredit\tFacility | — | 70,063 | N/A | N/A |
| Colombian\tBridge\tLoans | — | 56,058 | N/A | N/A |
| Colombian\tLoan | — | 35,697 | N/A | N/A |
| Costa\tRica\tLoan | — | 32,600 | N/A | N/A |
| Shareholder\tloans\t(10) | 137,655 | 225,253 | Various | Various |
| Total\tAmerican\tTower\tsubsidiary\tdebt | 3,962,553 | 4,428,792 |  |  |
| American\tTower\tCorporation\tdebt: |  |  |  |  |
| 2013\tCredit\tFacility\t(6) | — | 1,853,000 | 1.410% | June\t28,\t2018 |
| 2013\tTerm\tLoan\t(6) | 1,500,000 | 1,500,000 | 1.410% | January\t3,\t2019 |
| 2014\tCredit\tFacility\t(6)(11) | 1,100,000 | 88,000 | 1.410% | January\t31,\t2020 |
| 4.625%\tNotes\t(12) | 599,958 | 599,794 | 4.625% | April\t1,\t2015 |
| 7.00%\tNotes | 500,000 | 500,000 | 7.000% | October\t15,\t2017 |
| 4.50%\tNotes | 999,631 | 999,520 | 4.500% | January\t15,\t2018 |
| 3.40%\tNotes | 1,005,509 | 749,373 | 3.400% | February\t15,\t2019 |
| 7.25%\tNotes | 297,260 | 296,748 | 7.250% | May\t15,\t2019 |
| 5.05%\tNotes | 699,496 | 699,413 | 5.050% | September\t1,\t2020 |
| 3.450%\tNotes | 646,394 | — | 3.450% | September\t15,\t2021 |
| 5.90%\tNotes | 499,474 | 499,414 |  |  |
| 4.70%\tNotes | 698,987 | 698,871 |  |  |
| 3.50%\tNotes | 993,230 | 992,520 |  |  |
| 5.00%\tNotes | 1,010,834 | 499,455 |  |  |
| Total\tAmerican\tTower\tCorporation\tdebt | 10,550,773 | 9,976,108 |  |  |
| Other\tdebt,\tincluding\tcapital\tlease\tobligations | 95,382 | 73,378 |  |  |
| Total | 14,608,708 | 14,478,278 |  |  |
| Less\tcurrent\tportion\tof\tlong-term\tobligations | (897,624) | (70,132) |  |  |
| Long-term\tobligations | $13,711,084 | $14,408,146 |  |  |

(1) Represents	the	interest	rate	and	maturity	date	as	of	December	31,	2014	and	does	not	reflect	the	impact	of	interest	rate	swap	agreements.

(2) Represents	anticipated	repayment	date.

(3) Includes	approximately	$26.9	million	of	the	remaining	portion	of	unamortized	premium	recorded	as	a	result	of	fair	value	adjustments	for	debt	assumed	upon	the acquisition	of	MIPT.

(4) Denominated	in	Brazilian	Real	("BRL").	As	of	December	31,	2014,	the	aggregate	principal	amount	outstanding	under	the	BR	Towers	Debentures	and	the	BR Towers	Credit	Facility	is	315.3	million	BRL	and	43.5	million	BRL,	respectively.	A	portion	of	the	debt	accrues	interest	at	a	variable	rate.

(5) Includes	approximately	$7.7	million	of	the	remaining	portion	of	unamortized	premium	recorded	as	a	result	of	fair	value	adjustments	recognized	upon	the acquisition	of	Unison	Holdings,	LLC	and	Unison	Site	Management	II,	L.L.C.	(collectively,	"Unison").

(6) Interest	rate	as	of	December	31,	2014.	Debt	accrues	interest	at	a	variable	rate.

(7) Denominated	in	Mexican	Pesos	("MXN").	As	of	December	31,	2014,	the	aggregate	principal	amount	outstanding	under	the	Mexican	Loan	is	3.9	billion	MXN.

(8) Denominated	in	South	African	Rand	("ZAR").	As	of	December	31,	2014,	the	aggregate	principal	amount	outstanding	under	the	South	African	Facility	is 869.3	million	ZAR.

(9) Denominated	in	Colombian	Pesos	("COP").	As	of	December	31,	2014,	the	aggregate	principal	amount	outstanding	under	the	Colombian	Credit	Facility	is	200.0 billion	COP.

(10) Reflects	balances	owed	to	the	Company's	joint	venture	partners	in	Ghana	and	Uganda.	The	Ghana	loan	is	denominated	in	Ghanaian	Cedi	("GHS")	and	the Uganda	loan	is	denominated	in	USD.

(11) On	September	19,	2014,	the	Company	amended	and	restated	its	$1.0	billion	senior	unsecured	revolving	credit	facility	as	described	below.

# American	Tower	Subsidiary	Debt

Secured	Tower	Revenue	Securities,	Series	2013-1A	and	Series	2013-2A—In	March	2013,	the	Company	completed	a	securitization	transaction	(the	"Securitization") involving	assets	related	to	5,195	wireless	and	broadcast	communications	towers	(the	"Secured	Towers")	owned	by	two	special	purpose	subsidiaries	of	the	Company, through	a	private	offering	of	$1.8	billion	of	the	Securities.	The	net	proceeds	of	the	transaction	were	$1.78	billion.	The	Securities	were	issued	by	American	Tower	Trust	I (the	"Trust"),	a	trust	established	by	American	Tower	Depositor	Sub,	LLC,	an	indirect	wholly	owned	special	purpose	subsidiary	of	the	Company.	The	assets	of	the	Trust consist	of	a	nonrecourse	loan	(the	"Loan")	to	American	Tower	Asset	Sub,	LLC	and	American	Tower	Asset	Sub	II,	LLC	(the	"Borrowers"),	pursuant	to	a	First	Amended and	Restated	Loan	and	Security	Agreement	dated	as	of	March	15,	2013	(the	"Loan	Agreement").	The	Borrowers	are	special	purpose	entities	formed	solely	for	the purpose	of	holding	the	Secured	Towers	subject	to	a	securitization.

The	Securities	were	issued	in	two	separate	series	of	the	same	class	pursuant	to	a	First	Amended	and	Restated	Trust	and	Servicing	Agreement	(the	"Trust	Agreement"), with	terms	identical	to	the	Loan.	The	effective	weighted	average	life	and	interest	rate	of	the	Securities	is	8.6	years	and	2.648%,	respectively,	as	of	the	date	of	issuance.

Amounts	due	under	the	Loan	will	be	paid	by	the	Borrowers	from	the	cash	flows	generated	by	the	Secured	Towers.	These	funds	in	turn	will	be	used	by	or	on	behalf	of	the Trust	to	service	the	payment	of	interest	on	the	Securities	and	for	any	other	payments	required	by	the	Loan	Agreement	or	Trust	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 March	15,	2018,	which	is	the	anticipated	repayment	date	for	the	component	of	the	Loan	associated	with	the	Series	2013-1A	Securities.	On	a	monthly	basis,	after payment	of	all	required	amounts	under	the	Loan	Agreement	and	Trust	Agreement,	the	excess	cash	flows	generated	from	the	operation	of	the	Secured	Towers	are released	to	the	Borrowers,	and	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	twelve	months	on	the principal	amount	of	the	Loan,	as	of	the	last	day

of	any	calendar	quarter	prior	to	the	applicable	anticipated	repayment	date,	were	equal	to	or	below	1.30x	(the	"Cash	Trap	DSCR")	for	such	quarter,	and	the	DSCR continues	to	be	equal	to	or	below	the	Cash	Trap	DSCR	for	two	consecutive	calendar	quarters,	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	equals	or	falls	below	1.15x	(the	"Minimum	DSCR")	for	such	calendar	quarter	and	such	amortization	period	will	continue	to	exist	until	the DSCR	exceeds	the	Minimum	DSCR	for	two	consecutive	calendar	quarters	or	(ii)	on	the	anticipated	repayment	date	the	component	of	the	Loan	corresponding	to	the applicable	subclass	of	the	Securities	has	not	been	repaid	in	full,	provided	that	such	amortization	period	shall	apply	with	respect	to	such	component	that	has	not	been repaid	in	full.	During	an	amortization	period	all	excess	cash	flow	and	any	amounts	then	in	the	reserve	account	because	the	Cash	Trap	DSCR	was	not	met	would	be applied	to	payment	of	the	principal	on	the	Loan.

The	Borrowers	may	prepay	the	Loan	in	whole	or	in	part	at	any	time	provided	it	is	accompanied	by	applicable	prepayment	consideration.	If	the	prepayment	occurs	within twelve	months	of	the	anticipated	repayment	date	for	the	Series	2013-1A	Securities	or	eighteen	months	of	the	anticipated	repayment	date	for	the	Series	2013-2A Securities,	no	prepayment	consideration	is	due.	The	entire	unpaid	principal	balance	of	the	component	of	the	Loan	related	to	the	Series	2013-1A	Securities	and	the	Series 2013-2A	Securities	has	a	final	maturity	date	of	March	2043	and	March	2048,	respectively.	The	Loan	may	be	defeased	in	whole	at	any	time	prior	to	the	anticipated repayment	date	for	any	component	of	the	Loan	then	outstanding.

The	Loan	is	secured	by	(1)	mortgages,	deeds	of	trust	and	deeds	to	secure	debt	on	substantially	all	of	the	Secured	Towers,	(2)	a	pledge	of	the	Borrowers'	operating	cash flows	from	the	Secured	Towers,	(3)	a	security	interest	in	substantially	all	of	the	Borrowers'	personal	property	and	fixtures	and	(4)	the	Borrowers'	rights	under	the	tenant leases	and	the	management	agreement	entered	into	in	connection	with	the	Securitization.	American	Tower	Holding	Sub,	LLC,	whose	only	material	assets	are	its	equity interests	in	each	of	the	Borrowers,	and	American	Tower	Guarantor	Sub,	LLC,	whose	only	material	asset	is	its	equity	interest	in	American	Tower	Holding	Sub,	LLC,	each have	guaranteed	repayment	of	the	Loan	and	pledged	their	equity	interests	in	their	respective	subsidiary	or	subsidiaries	as	security	for	such	payment	obligations. American	Tower	Guarantor	Sub,	LLC,	American	Tower	Holding	Sub,	LLC,	the	Depositor	and	the	Borrowers	each	were	formed	as	special	purpose	entities	solely	for purposes	of	entering	a	securitization	transaction,	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	subject	to	customary	carve-outs	for	ordinary	course	trade	payables and	permitted	encumbrances	(as	defined	in	the	Loan	Agreement).	The	organizational	documents	of	the	Borrowers	contain	provisions	consistent	with	rating	agency securitization	criteria	for	special	purpose	entities,	including	the	requirement	that	the	Borrowers	maintain	at	least	two	independent	directors.	The	Loan	Agreement	also contains	certain	covenants	that	require	the	Borrowers	to	provide	the	trustee	with	regular	financial	reports	and	operating	budgets,	promptly	notify	the	trustee	of	events	of default	and	material	breaches	under	the	Loan	Agreement	and	other	agreements	related	to	the	Secured	Towers,	and	allow	the	trustee	reasonable	access	to	the	Secured Towers,	including	the	right	to	conduct	site	investigations.

A	failure	to	comply	with	the	covenants	in	the	Loan	Agreement	could	prevent	the	Borrowers	from	taking	certain	actions	with	respect	to	the	Secured	Towers,	and	could prevent	the	Borrowers	from	distributing	any	excess	cash

from	the	operation	of	the	Secured	Towers	to	the	Company.	If	the	Borrowers	were	to	default	on	the	Loan,	the	servicer	could	seek	to	foreclose	upon	or	otherwise	convert the	ownership	of	the	Secured	Towers,	in	which	case	the	Company	could	lose	the	Secured	Towers	and	the	revenue	associated	with	those	assets.

Under	the	Loan	Agreement,	the	Borrowers	are	required	to	maintain	reserve	accounts,	including	for	ground	rents,	real	estate	and	personal	property	taxes	and	insurance premiums,	and	to	reserve	a	portion	of	advance	rents	from	tenants	on	the	Secured	Towers.	Based	on	the	terms	of	the	Loan	Agreement,	all	rental	cash	receipts	received	for each	month	are	reserved	for	the	succeeding	month	and	held	in	an	account	controlled	by	the	trustee	and	then	released.	The	$118.8	million	held	in	the	reserve	accounts	as of	December	31,	2014	was	classified	as	Restricted	cash	on	the	Company's	accompanying	consolidated	balance	sheet.

GTP	Notes—In	connection	with	the	acquisition	of	MIPT,	the	Company	assumed	approximately	$1.49	billion	principal	amount	of	existing	indebtedness	issued	by	certain subsidiaries	of	GTP	in	several	securitization	transactions.	GTP	Acquisition	Partners	I,	LLC	("GTP	Partners")	issued	the	Series	2011-1	notes,	Series	2011-2	notes	and Series	2013-1	notes,	and	GTP	Cellular	Sites,	LLC	("GTP	Cellular	Sites,"	and	together	with	GTP	Partners,	the	"GTP	Issuers")	issued	the	Series	2012-1	notes	and	Series 2012-2	notes.

In	August	2014,	the	Company	repaid	in	full	the	aggregate	principal	amount	outstanding	of	$250.0	million	under	the	Series	2010-1	Class	C	Notes	and	the	Series	2010-1 Class	F	Notes	issued	by	GTP	Towers	Issuer,	LLC	(together,	the	"Series	2010-1	Notes")	and	wrote-off	the	unamortized	premium	associated	with	the	fair	value adjustment.	As	a	result,	the	Company	recorded	a	gain	on	retirement	of	long-term	obligations	in	the	accompanying	consolidated	statements	of	operations	of	$3.0	million.

(1) Does	not	reflect	MIPT's	repayment	of	approximately	$1.4	million	aggregate	principal	amount	prior	to	the	date	of	acquisition	and	the	Company's	repayment	of approximately	$3.5	million	aggregate	principal	amount	after	the	date	of	acquisition	in	accordance	with	the	repayment	schedules.

The	GTP	Notes	may	be	prepaid	in	whole	or	in	part	at	any	time	beginning	two	years	after	the	date	of	issuance,	provided	such	payment	is	accompanied	by	applicable prepayment	consideration.	If	the	prepayment	occurs	within	one	year	of	the	anticipated	repayment	date,	no	prepayment	consideration	is	due.

As	of	December	31,	2014,	the	GTP	Notes	are	secured	by,	among	other	things,	an	aggregate	of	2,845	sites	and	1,035	property	interests	owned	by	subsidiaries	of	the	GTP Issuers	and	other	related	assets	(the	"GTP	Secured	Sites").

Cash	flows	generated	by	the	GTP	Secured	Sites	will	be	used	to	pay	amounts	due	under	the	applicable	series	of	GTP	Notes,	including	the	payment	of	interest	on	the applicable	series	of	GTP	Notes	and	for	any	other	payments	required	by	the	indentures	governing	the	GTP	Notes	(the	"GTP	Indentures").

On	a	monthly	basis,	after	payment	of	all	required	amounts	under	the	GTP	Indentures,	the	excess	cash	flows	generated	from	the	operation	of	the	GTP	Secured	Sites	are released	to	the	GTP	Issuers,	and	can	then	be	distributed	to,	and	used	by,	the	Company.	The	GTP	Issuers	must	maintain	a	specified	ratio	with	respect	to	their	DSCR, calculated	as	the	ratio	of	the	net	cash	flow	(as	defined	in	the	applicable	GTP	Indentures)	to	the	amount	of	interest	required	to	be	paid	over	the	succeeding	twelve	months on	the	principal	amount	of	the	GTP	Notes	that	will	be	outstanding	on	the	payment	date	following	such	date	of	determination,	plus	the	amounts	payable	for	trustee	and servicing	fees.	If	the	DSCR	with	respect	to	any	series	of	GTP	Notes	issued	by	GTP	Partners	is	equal	to	or	below	the	Cash	Trap	DSCR	at	the	end	of	any	calendar	quarter and	it	continues	for	two	consecutive	calendar	quarters,	or	if	the	DSCR	with	respect	to	any	series	of	GTP	Notes	issued	by	GTP	Cellular	Sites	is	equal	to	or	below	the Cash	Trap	DSCR	at	the	end	of	any	calendar	month	and	it	continues	for	two	consecutive	calendar	months,	then	all	cash	flow	in	excess	of	amounts	required	to	make	debt service	payments,	fund	required	reserves,	pay	management	fees	and	budgeted	operating	expenses	and	make	other	payments	required	with	respect	to	such	series	of	GTP Notes	under	the	GTP	Indentures,	will	be	deposited	into	reserve	accounts	instead	of	being	released	to	the	GTP	Issuers.	The	funds	in	the	reserve	accounts	will	not	be released	to	GTP	Partners	for	distribution	to	the	Company	unless	the	DSCR	with	respect	to	such	series	of	GTP	Notes	exceeds	the	Cash	Trap	DSCR	for	two	consecutive calendar	quarters.	Likewise,	the	funds	in	the	reserve	account	will	not	be	released	to	GTP	Cellular	Sites	for	distribution	to	the	Company	unless	the	DSCR	with	respect	to such	series	of	GTP	Notes	exceeds	the	Cash	Trap	DSCR	for	two	consecutive	calendar	months.

Additionally,	an	"amortization	period"	commences	as	of	the	end	of	any	calendar	quarter	with	respect	to	the	series	of	GTP	Notes	issued	by	GTP	Partners,	and	as	of	the end	of	any	calendar	month	with	respect	to	the	series	of	GTP	Notes	issued	by	GTP	Cellular	Sites,	if	the	DSCR	of	such	series	equals	or	falls	below	the	Minimum	DSCR. The	"amortization	period"	will	continue	to	exist	until	the	end	of	any	calendar	quarter	with	respect	to	the	series	of	GTP	Notes	issued	by	GTP	Partners,	for	which	the DSCR	exceeds	the	Minimum	DSCR	for	two	consecutive	calendar	quarters.	With	respect	to	the	series	of	GTP	Notes	issued	by	GTP	Cellular	Sites,	the	"amortization period"	will	continue	to	exist	until	the	end	of	any	calendar	month	for	which	the	DSCR	exceeds	the	Minimum	DSCR	for	two	consecutive	calendar	months.	During	an amortization	period	all	excess	cash	flow	and	any	amounts	then	in	the	reserve	accounts	because	the	Cash	Trap	DSCR	was	not	met	would	be	applied	to	payment	of	the principal	of	the	applicable	series	of	GTP	Notes.

The	GTP	Indentures	include	operating	covenants	and	other	restrictions	customary	for	note	offerings	subject	to	rated	securitizations.	Among	other	things,	the	GTP	Issuers are	prohibited	from	incurring	other	indebtedness	for	borrowed	money	or	further	encumbering	their	assets	subject	to	customary	exceptions	for	ordinary	course	trade payables	and	permitted	encumbrances	(as	defined	in	the	GTP	Indentures).	The	GTP	Indentures	also	contain	certain	covenants	that	require	the	GTP	Issuers	to	provide	the trustee	with	regular	financial	reports,	operating	budgets	and	budgets	for	capital	improvements	not	included	in	annual	financial	statements	in	accordance	with	GAAP, promptly	notify	the	trustee	of	events	of	default	and	material	breaches	under	the	GTP	Indentures	and	other	agreements	related	to	the	GTP	Secured	Sites,	and	allow	the trustee	reasonable	access	to	the	GTP	Secured	Sites,	including	the	right	to	conduct	site	investigations.

A	failure	to	comply	with	the	covenants	in	the	GTP	Indentures	could	prevent	the	GTP	Issuers	from	taking	certain	actions	with	respect	to	the	GTP	Secured	Sites	and	could prevent	the	GTP	Issuers	from	distributing	excess	cash	flow	to	the	Company.	In	addition,	upon	occurrence	and	during	an	event	of	default,	the	trustee	may,	in	its	discretion or	at	direction	of	holders	of	more	than	50%	of	the	aggregate	outstanding	principal	of	any	series	of	GTP	Notes,	declare	such	series	of	GTP	Notes	immediately	due	and payable,	in	which	case	any	excess	cash	flow	would	need	to	be	used	to	pay	holders	of	such	GTP	Notes.	Furthermore,	if	the	GTP	Issuers	were	to	default	on	a	series	of	the GTP	Notes,	the	trustee	may	demand,	collect,	take	possession	of,	receive,	settle,	compromise,	adjust,	sue	for,	foreclose	or	realize	upon	all	or	any	portion	of	the	GTP Secured	Sites	securing	such	series,	in	which	case	the	GTP	Issuers	could	lose	the	GTP	Secured	Sites	and	the	revenue	associated	with	those	assets.

Under	the	GTP	Indentures,	the	GTP	Issuers	are	required	to	maintain	reserve	accounts,	including	for	amounts	received	or	due	from	tenants	related	to	future	periods, property	taxes,	insurance,	ground	rents,	certain	expenses	and	debt	service.	The	$20.9	million	held	in	the	reserve	accounts	as	of	December	31,	2014	is	classified	as Restricted	cash	on	the	accompanying	consolidated	balance	sheets.

BR	Towers	Debt—In	connection	with	the	acquisition	of	BR	Towers,	the	Company	assumed	approximately	671.5	million	BRL	(approximately	$261.1	million	based	on exchange	rates	at	the	date	of	closing)	aggregate	principal	amount	of	existing	indebtedness	consisting	of	(i)	323.4	million	of	BRL	denominated	privately	issued	simple debentures	("BR	Towers	Private	Debentures")	(with	an	original	principal	amount	of	330.0	million	BRL),	(ii)	313.1	million	BRL	of	denominated	publicly	issued	simple debentures	("BR	Towers	Debentures")	(with	an	original	principal	amount	of	300.0	million	BRL)	issued	by	a	subsidiary	of	BR	Towers	(the	"BRT	Issuer"),	and	(iii)	a BRL	denominated	credit	facility	with	Banco	Nacional	de	Desenvolvimento	Economico	e	Social,	which	allows	a	subsidiary	of	BR	Towers	(the	"BRT	Borrower")	to borrow	up	to	48.1	million	BRL	through	an	intermediary	bank	(the	"BR	Towers	Credit	Facility").

On	December	11,	2014,	the	Company	repaid	all	amounts	outstanding	under	the	BR	Towers	Private	Debentures,	which	included	a	prepayment	penalty	of	3.2	million BRL	(approximately	$1.2	million	on	the	date	of	repayment).

The	Company	may	redeem	the	BR	Towers	Debentures	beginning	on	October	15,	2018	at	the	then	outstanding	principal	amount	plus	a	surcharge,	calculated	in accordance	with	the	Debenture	Agreement,	and	all	accrued	and	unpaid	interest	thereon.	As	of	December	31,	2014,	315.3	million	BRL	(approximately	$118.7	million) aggregate	principal	amount	is	outstanding	under	the	BR	Towers	Debentures.

The	BR	Towers	Credit	Facility	consists	of	three	sublimits,	the	material	terms	of	which	are	as	follows:

| Amount<br>(BRL,	in	millions) | Maturity	Date | Interest	Rate	as		of<br>December	31,	2014 |
| :--- | :--- | :--- |
| 20.2\tBRL\t($7.6\tUSD) | July\t15,\t2020 | 10.80%(1) |
| \t27.6\tBRL\t($10.4\tUSD) | \tJanuary\t15,\t2022 | 3.50% |
| 0.2\tBRL\t($0.1\tUSD) | July\t15,\t2020 | 5.90%(1) |

(1) Sublimit	A	and	Sublimit	C	accrue	interest	at	a	per	annum	rate	equal	to	4.80%	plus	1.00%	and	0.90%,	respectively,	above	the	Long-Term	Interest	Rates	disclosed by	the	Central	Bank	of	Brazil	(the	"LTIR").	If	the	LTIR	exceeds	6.00%,	the	amount	of	interest	payable	on	the	portion	of	the	LTIR	exceeding	6.00%	will	be capitalized	in	a	manner	pursuant	to	the	terms	of	the	loan	agreement.

As	of	December	31,	2014,	43.5	million	BRL	(approximately	$16.4	million)	is	outstanding	under	the	BR	Towers	Credit	Facility	and	the	BRT	Borrower	maintains	the ability	to	draw	down	the	remaining	4.6	million	BRL	(approximately	$1.7	million)	until	June	26,	2015.	The	BRT	Borrower	is	required	to	pay	a	fee	on	any	amount	that remains	undrawn	at	such	date,	which	fee	will	be	equal	to	a	monthly	charge	of	0.1%	of	the	undrawn	portion	of	the	loan,	calculated	from	January	15,	2014.

Any	outstanding	principal	and	accrued	but	unpaid	interest	on	the	BR	Towers	Credit	Facility	will	be	due	and	payable	in	full	at	maturity.	The	BR	Towers	Credit	Facility may	be	prepaid	in	whole	or	in	part,	subject	to	certain	limitations	and	prepayment	consideration,	at	any	time.	Interest	on	the	BR	Towers	Credit	Facility	is	payable quarterly	until	the	first	amortization	date,	August	15,	2015,	after	which	time	principal	and	interest	payments	will	be	made	on	a	monthly	basis.

The	BR	Towers	Credit	Facility	is	secured	by	the	conditional	assignment	of	receivables.	The	loan	agreements	include	certain	reporting,	information,	financial	ratios	and operating	covenants.	Failure	to	comply	with	certain	of	the	financial	and	operating	covenants	would	constitute	a	default,	which	could	result	in,	among	other	things,	the amounts	outstanding,	including	all	accrued	interest	and	unpaid	fees,	becoming	immediately	due	and	payable.

Unison	Notes—In	connection	with	the	acquisition	of	Unison,	the	Company	assumed	$196.0	million	of	existing	indebtedness	with	an	acquisition	date	fair	value	of	$209.3 million	under	the	Unison	Notes	issued	by	Unison	Ground	Lease	Funding,	LLC	(the	"Unison	Issuer")	in	a	securitization	transaction	(the	"Unison	Securitization").	The three	classes	of	Unison	Notes	bear	interest	at	rates	of	5.349%,	6.392%	and	9.522%,	respectively,	with	anticipated	repayment	dates	of	April	15,	2017,	April	15,	2020	and April	15,	2020,	respectively,	and	a	final	maturity	date	of	April	15,	2040.

The	Unison	Notes	are	secured	by,	among	other	things,	liens	on	approximately	1,517	real	property	interests	owned	by	two	special	purpose	subsidiaries	of	the	Unison Issuer	(together	with	the	Unison	Issuer,	the	"Unison	Obligors")	and	other	related	assets.	The	indenture	for	the	Unison	Notes	(the	"Unison	Indenture")	includes	certain financial	ratios	and	operating	covenants	and	other	restrictions	customary	for	notes	subject	to	rated	securitizations.	Among	other	things,	the	Unison	Obligors	are	restricted from	incurring	other	indebtedness	or	further	encumbering	their	assets.

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

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

Mexican	Loan—In	connection	with	the	acquisition	of	towers	in	Mexico	from	NII	during	the	fourth	quarter	of	2013,	one	of	the	Company's	Mexican	subsidiaries	entered into	a	5.2	billion	MXN	denominated	unsecured	bridge

loan	(the	"Mexican	Loan")	and	subsequently	borrowed	approximately	4.9	billion	MXN	(approximately	$374.7	million	at	the	date	of	borrowing).	The	Mexican subsidiary's	ability	to	further	draw	under	the	Mexican	Loan	expired	in	February	2014.	The	Mexican	Loan	bears	interest	at	a	margin	over	the	Equilibrium	Interbank Interest	Rate	("TIIE").	During	the	year	ended	December	31,	2014,	the	Mexican	subsidiary	repaid	1.1	billion	MXN	(approximately	$80.4	million	on	the	date	of repayment)	of	the	outstanding	indebtedness	using	cash	on	hand.	As	of	December	31,	2014,	the	current	margin	over	TIIE	is	1.50%.

Shareholder	Loans—In	connection	with	the	establishment	of	certain	of	the	Company's	joint	ventures	and	related	acquisitions	of	communications	sites	in	Ghana	and Uganda,	the	Company's	majority	owned	subsidiaries	entered	into	shareholder	loan	agreements,	as	the	borrower,	and	with	wholly	owned	subsidiaries	of	the	Company and	of	the	Company's	joint	venture	partners,	as	lenders.	The	portions	of	the	loans	made	by	the	Company's	wholly	owned	subsidiaries	are	eliminated	in	consolidation	and the	portions	of	the	loans	made	by	each	of	the	Company's	joint	venture	partner's	wholly	owned	subsidiary	are	reported	as	outstanding	debt	of	the	Company.	Outstanding amounts	under	each	of	the	Company's	shareholder	loans	consist	of	the	following	as	of	December	31,	(in	thousands):

|  | 2014 | 2013 | Rate | Maturity	Date |
| :--- | :--- | :--- | :--- | :--- |
| 2014\tGhana\tLoan(1)(2) | \t68,651 | — | 21.87% | \tDecember\t31,\t2019 |
| Uganda\tLoan(3)(4) | \t69,004 | 66,926 | 5.842% | June\t29,\t2019 |
| Ghana\tLoan(2) | — | \t158,327 | N/A | N/A |

(1) Denominated	in	GHS.	As	of	December	31,	2014,	the	aggregate	principal	amount	outstanding	under	the	2014	Ghana	Loan	is	220.9	million	GHS.

(2) During	the	year	ended	December	31,	2014,	the	joint	venture	in	Ghana	converted	$175.2	million	of	existing	notes	under	the	U.S.	Dollar-denominated	Ghana	Loan into	a	new	220.9	million	GHS	(approximately	$68.7	million)	denominated	shareholder	loan.	The	remaining	balance	of	the	Ghana	Loan	was	converted	into	equity of	the	respective	holders.

(4) Includes	approximately	$2.1	million	of	capitalized	accrued	interest	pursuant	to	the	terms	of	the	loan	agreement.

South	African	Facility—One	of	the	Company's	South	African	subsidiaries	(the	"SA	Borrower")	entered	into	a	1.2	billion	ZAR	denominated	credit	facility	(the	"South African	Facility")	in	November	2011.	In	September	2013,	the	SA	Borrower's	ability	to	draw	on	the	South	African	Facility	expired.

Principal	and	interest	are	payable	quarterly	in	arrears	with	principal	due	in	accordance	with	the	repayment	schedule	included	in	the	loan	agreement.	Outstanding principal	and	accrued	but	unpaid	interest	will	be	due	and	payable	in	full	at	maturity.	The	South	African	Facility	may	be	prepaid	in	whole	or	in	part	without	prepayment consideration.

The	South	African	Facility	is	secured	by,	among	other	things,	liens	on	towers	owned	by	the	SA	Borrower.	The	loan	agreement	contains	certain	reporting,	information, financial	ratios	and	operating	covenants.	Failure	to	comply	with	certain	of	the	financial	and	operating	covenants	would	constitute	a	default,	which	could	result	in,	among other	things,	the	amounts	outstanding,	including	all	accrued	interest	and	unpaid	fees,	becoming	immediately	due	and	payable.	Under	the	terms	of	the	South	African Facility,	interest	is	payable	quarterly	at	a	rate	generally	equal	to	3.75%	per	annum,	plus	the	three	month	Johannesburg	Interbank	Agreed	Rate	("JIBAR").	The	loan agreement	requires	that	the	SA	Borrower	manage	exposure	to	variability	in	interest	rates	on	at	least	fifty	percent	of	the	amounts	outstanding	under	the	South	African Facility.	After	giving	effect	to	the	interest	rate	swap	agreements,	the	facility	accrues	interest	at	a	weighted	average	rate	of	10.34%.

Colombian	Credit	Facility—On	October	14,	2014,	one	of	the	Company's	Colombian	subsidiaries	("ATC	Sitios")	entered	into	a	loan	agreement	for	a	new	200.0	billion COP	(approximately	$96.8	million	at	the	date	of	borrowing)	denominated	long-term	credit	facility	(the	"Colombian	Credit	Facility"),	which	it	used,	together	with	cash on	hand,	to	repay	a	previously	existing	COP	denominated	long-term	credit	facility	entered	into	in	October	2012	(the	"Colombian	Long-Term	Credit	Facility"),	as	well	as to	repay	six	COP	denominated	bridge	loans	on	October	24,	2014.

Colombian	Long-Term	Credit	Facility—In	October	2012,	ATC	Sitios	entered	into	the	Colombian	Long-Term	Credit	Facility,	which	it	used	to	refinance	the	previously existing	COP	denominated	short-term	credit	facility.	On	October	24,	2014,	the	Company	repaid	the	Colombian	Long-Term	Credit	Facility	using	proceeds	from	the Colombian	Credit	Facility	and	cash	on	hand.

Colombian	Bridge	Loans—In	connection	with	the	acquisition	of	communications	sites	in	Colombia,	one	of	the	Company's	Colombian	subsidiaries	entered	into	six	COP denominated	bridge	loans,	which	were	repaid	in	full	on	October	24,	2014	using	proceeds	from	the	Colombian	Credit	Facility	and	cash	on	hand.

Colombian	Loan—In	connection	with	the	establishment	of	the	Company's	joint	venture	with	Millicom	and	the	acquisition	of	certain	communications	sites	in	Colombia, ATC	Colombia	B.V.,	a	majority	owned	subsidiary	of	the	Company,	entered	into	a	U.S.	Dollar-denominated	shareholder	loan	agreement	(the	"Colombian	Loan"),	as	the borrower,	with	the	Company's	wholly	owned	subsidiary	(the	"ATC	Colombian	Subsidiary"),	and	a	wholly	owned	subsidiary	of	Millicom	(the	"Millicom	Subsidiary"), as	the	lenders.	Pursuant	to	the	loan	agreement,	accrued	interest	was	periodically	capitalized	and	added	to	the	principal	amount	outstanding.	The	portion	of	the	Colombian Loan	made	by	the	ATC	Colombian	Subsidiary	was	eliminated	in	consolidation,	and	the	portion	of	the	Colombian	Loan	made	by	the	Millicom	Subsidiary	was	reported	as outstanding	debt	of	the	Company.	During	the	year	ended	December	31,	2014,	the	joint	venture	borrowed	an	additional	$3.0	million	under	the	Colombian	Loan,	which was	subsequently	converted	from	debt	to	equity.	In	July	2014,	the	Company	purchased	Millicom's	interest	in	the	joint	venture	and	the	Colombian	Loan	using	proceeds from	borrowings	under	the	Company's	$2.0	billion	multi-currency	senior	unsecured	revolving	credit	facility.	As	a	result,	all	amounts	outstanding	under	the	Colombian Loan	are	eliminated	in	consolidation	as	of	December	31,	2014.

Costa	Rica	Loan—In	connection	with	the	acquisition	of	MIPT,	the	Company	assumed	$32.6	million	of	secured	debt	in	Costa	Rica	(the	"Costa	Rica	Loan"),	which	it repaid	in	full	in	February	2014.

Richland	Notes—In	connection	with	its	acquisition	of	entities	holding	a	portfolio	of	communications	sites	from	Richland,	the	Company	assumed	approximately	$196.5 million	of	secured	debt	(the	"Richland	Notes")	and	recorded	a	fair	value	premium	of	$5.5	million	upon	acquisition.	In	June	2014,	the	Company	repaid	the	outstanding indebtedness,	paid	prepayment	consideration	and	wrote-off	the	unamortized	premium	associated	with	the	fair	value	adjustment.	As	a	result,	the	Company	recorded	a	loss on	retirement	of	long-term	obligations	in	the	accompanying	consolidated	statements	of	operations	of	$1.3	million.

Indian	Working	Capital	Facility—In	April	2013,	one	of	the	Company's	Indian	subsidiaries	("ATC	India")	entered	into	a	working	capital	facility	agreement	(the	"Indian Working	Capital	Facility"),	which	allows	ATC	India	to	borrow	an	amount	not	to	exceed	the	Indian	Rupee	("INR")	equivalent	of	$10.0	million.	Any	advances	made pursuant	to	the	Indian	Working	Capital	Facility	will	be	payable	on	the	earlier	of	demand	or	six	months	following	the	borrowing	date	and	the	interest	rate	will	be determined	at	the	time	of	advance	by	the	bank.	ATC	India	has	no	amounts	outstanding	under	the	Indian	Working	Capital	Facility.	ATC	India	maintains	the	ability	to draw	down	and	repay	amounts	under	the	Indian	Working	Capital	Facility	in	the	ordinary	course.

# American	Tower	Corporation	Debt

2013	Credit	Facility—In	June	2013,	the	Company	entered	into	a	$1.5	billion	multi-currency	senior	unsecured	revolving	credit	facility,	which	was	subsequently	increased to	$2.0	billion	(the	"2013	Credit	Facility"),	which	includes	a	$1.0	billion	sublimit	for	multicurrency	borrowings,	a	$200.0	million	sublimit	for	letters	of	credit,	a	$50.0 million	sublimit	for	swingline	loans	and	an	expansion	option	allowing	the	Company	to	request	additional	commitments	of	up	to	$750.0	million	including	in	the	form	of a	term	loan.

The	2013	Credit	Facility	has	a	term	of	five	years	and	includes	two	optional	one-year	renewal	periods.	Any	outstanding	principal	and	accrued	but	unpaid	interest	will	be due	and	payable	in	full	at	final	maturity.	The	2013	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	Company	has	the	option	of	choosing	either	a	defined	base	rate	or	LIBOR	as	the	applicable	base	rate	for	borrowings	under	the	2013	Credit	Facility.	The	interest	rate ranges	between	1.125%	to	2.000%	above	LIBOR	for	LIBOR	based	borrowings	or	between	0.125%	to	1.000%	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	2013	Credit	Facility	is	required,	ranging	from	0.125%	to 0.400%	per	annum,	based	upon	the	Company's	debt	ratings.	The	current	margin	over	LIBOR	that	the	Company	would	incur	on	borrowings	(should	it	choose	LIBOR Advances)	is	1.250%.	The	current	commitment	fee	on	the	undrawn	portion	of	the	new	credit	facility	is	0.150%.

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

On	September	19,	2014,	the	Company	entered	into	an	amendment	agreement	with	respect	to	the	2013	Credit	Facility,	which	(i)	amended	the	limitation	on	indebtedness of,	and	guaranteed	by,	the	Company's	subsidiaries	to	the	greater	of	(x)	$800.0	million	and	(y)	50%	of	Adjusted	EBITDA	(as	defined	in	the	2013	Credit	Facility)	on	a consolidated	basis	as	of	the	last	day	of	the	most	recently	completed	fiscal	quarter	and	(ii)	permitted	indebtedness	owed	by	certain	of	the	Company's	subsidiaries	to	its joint	venture	partners.

During	the	year	ended	December	31,	2014,	the	Company	borrowed	$912.0	million	and	repaid	an	aggregate	of	$2.8	billion	of	revolving	indebtedness	under	the	2013 Credit	Facility.	As	of	December	31,	2014,	the	Company	has	approximately	$3.2	million	of	undrawn	letters	of	credit	under	the	2013	Credit	Facility	and	maintains	the ability	to	draw	down	and	repay	amounts	under	the	2013	Credit	Facility	in	the	ordinary	course.

In	February	2015,	the	Company	entered	into	amendments	to	the	2013	Credit	Facility,	see	note	24.

Short-Term	Credit	Facility—In	September	2013,	the	Company	entered	into	a	$1.0	billion	senior	unsecured	revolving	credit	facility	(the	"Short-Term	Credit	Facility"), which	matured	on	September	19,	2014.	The	Short-Term	Credit	Facility	was	undrawn	at	the	time	of	maturity.

2013	Term	Loan—In	October	2013,	the	Company	entered	into	a	$1.5	billion	unsecured	term	loan	(the	"2013	Term	Loan"),	which	includes	an	expansion	option	allowing the	Company	to	request	additional	commitments	of	up	to	$500.0	million.

Any	outstanding	principal	and	accrued	but	unpaid	interest	will	be	due	and	payable	in	full	at	maturity.	The	2013	Term	Loan	may	be	paid	prior	to	maturity	in	whole	or	in part	at	the	Company's	option	without	penalty	or	premium.	The	Company	has	the	option	of	choosing	either	a	defined	base	rate	or	LIBOR	as	the	applicable	base	rate.	The interest	rate	ranges	between	1.125%	to	2.250%	above	LIBOR	or	between	0.125%	to	1.250%	above	the	defined	base	rate,	in	each	case	based	upon	the	Company's	debt ratings.	The	current	margin	over	LIBOR	is	1.250%.

The	loan	agreement	contains	certain	reporting,	information,	financial	and	operating	covenants	and	other	restrictions	(including	limitations	on	additional	debt,	guaranties, sales	of	assets	and	liens)	with	which	the	Company	must	comply.	Any	failure	to	comply	with	the	financial	and	operating	covenants	of	the	loan	agreement	would constitute	a	default,	which	could	result	in,	among	other	things,	the	amounts	outstanding,	including	all	accrued	interest	and	unpaid	fees,	becoming	immediately	due	and payable.

On	September	19,	2014,	the	Company	entered	into	an	amendment	agreement	with	respect	to	the	2013	Term	Loan,	which	(i)	amended	the	limitation	on	indebtedness	of, and	guaranteed	by,	the	Company's	subsidiaries	to	the	greater	of	(x)	$800.0	million	and	(y)	50%	of	Adjusted	EBITDA	(as	defined	in	the	2013	Term	Loan)	on	a consolidated	basis	as	of	the	last	day	of	the	most	recently	completed	fiscal	quarter	and	(ii)	permitted	indebtedness	owed	by	certain	of	the	Company's	subsidiaries	to	its joint	venture	partners.

In	February	2015,	the	Company	entered	into	amendments	to	the	2013	Term	Loan,	see	note	24.

2014	Credit	Facility—On	September	19,	2014,	the	Company	entered	into	an	amendment	and	restatement	of	the	$1.0	billion	senior	unsecured	revolving	credit	facility entered	into	in	January	2012	(as	amended,	the	"2014	Credit	Facility"),	which,	among	other	things,	(i)	increased	the	commitments	thereunder	to	$1.5	billion,	including	a $50.0	million	sublimit	for	swingline	loans	and	a	$200.0	million	sublimit	for	letters	of	credit,	(ii)	extended	the	maturity	date	to	January	31,	2020,	including	up	to	two optional	renewal	periods,	(iii)	amended	the	limitation	on	indebtedness	of,	and	guaranteed	by,	the	Company's	subsidiaries	to	the	greater	of	(x)	$800.0	million	and	(y)	50% of	Adjusted	EBITDA	(as	defined	in	the	2014	Credit	Facility)	on	a	consolidated	basis	as	of	the	last	day	of	the	most	recently	completed	fiscal	quarter,	(iv)	permitted indebtedness	owed	by	certain	of	the	Company's	subsidiaries	to	its	joint	venture	partners	and	(v)	added	an	expansion	feature,	which	allows	the	Company	to	request	up	to an	aggregate	of	$500.0	million	in	additional	commitments	upon	satisfaction	of	certain	conditions.

Amounts	borrowed	under	the	2014	Credit	Facility	will	bear	interest,	at	the	Company's	option,	at	a	margin	above	LIBOR	or	the	Base	Rate.	For	LIBOR	based borrowings,	interest	rates	will	range	from	1.125%	to	2.000%	above

LIBOR.	For	Base	Rate	borrowings,	interest	rates	will	range	from	0.125%	to	1.000%	above	the	Base	Rate.	In	each	case,	the	applicable	margin	is	based	upon	the Company's	debt	ratings.	In	addition,	the	2014	Credit	Facility	requires	a	quarterly	commitment	fee	on	the	undrawn	portion	of	the	commitments	ranging	from	0.125%	to 0.400%	per	annum,	based	upon	the	Company's	debt	ratings.	The	current	margin	over	LIBOR	that	the	Company	incurs	on	borrowings	is	1.250%,	and	the	current commitment	fee	on	the	undrawn	portion	of	the	commitments	is	0.150%.	The	2014	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.

During	the	year	ended	December	31,	2014,	the	Company	borrowed	$1.3	billion	and	repaid	an	aggregate	of	$263.0	million	of	revolving	indebtedness	under	the	2014 Credit	Facility.	As	of	December	31,	2014,	the	Company	has	approximately	$8.0	million	of	undrawn	letters	of	credit	under	the	2014	Credit	Facility	and	maintains	the ability	to	draw	down	and	repay	amounts	under	the	2014	Credit	Facility	in	the	ordinary	course.

# Outstanding	Senior	Notes

3.40%	Senior	Notes	and	5.00%	Senior	Notes	Offering—On	January	10,	2014,	the	Company	completed	a	registered	public	offering	through	a	reopening	of	its	(i)	3.40% senior	unsecured	notes	due	2019	(the	"3.40%	Notes"),	in	an	aggregate	principal	amount	of	$250.0	million	and	(ii)	5.00%	senior	unsecured	notes	due	2024	(the	"5.00% Notes"),	in	an	aggregate	principal	amount	of	$500.0	million.	The	net	proceeds	from	the	offering	were	approximately	$763.8	million,	after	deducting	commissions	and estimated	expenses.	As	a	result,	the	aggregate	outstanding	principal	amount	of	each	of	the	3.40%	Notes	and	the	5.00%	Notes	is	$1.0	billion.	The	Company	used	a portion	of	the	proceeds,	together	with	cash	on	hand,	to	repay	$88.0	million	of	outstanding	indebtedness	under	the	2014	Credit	Facility	and	$710.0	million	of	outstanding indebtedness	under	the	2013	Credit	Facility.

The	reopened	3.40%	Notes	issued	on	January	10,	2014	have	identical	terms	as,	are	fungible	with	and	are	part	of	a	single	series	of	senior	debt	securities	with	the	3.40% Notes	issued	on	August	19,	2013.	The	reopened	5.00%	Notes	issued	on	January	10,	2014	have	identical	terms	as,	are	fungible	with	and	are	part	of	a	single	series	of senior	debt	securities	with	the	5.00%	Notes	issued	on	August	19,	2013.	The	3.40%	Notes	mature	on	February	15,	2019	and	bear	interest	at	a	rate	of	3.40%	per	annum. The	5.00%	Notes	mature	on	February	15,	2024	and	bear	interest	at	a	rate	of	5.00%	per	annum.	Accrued	and	unpaid	interest	on	the	3.40%	Notes	and	the	5.00%	Notes	is payable	in	U.S.	Dollars	semi-annually	in	arrears	on	February	15	and	August	15	of	each	year,	beginning	on	February	15,	2014.	Interest	on	the	3.40%	Notes	and	the	5.00% Notes	accrues	from	August	19,	2013	and	is	computed	on	the	basis	of	a	360-day	year	comprised	of	twelve	30-day	months.

3.450%	Senior	Notes	Offering—On	August	7,	2014,	the	Company	completed	a	registered	public	offering	of	its	3.450%	senior	unsecured	notes	due	2021	(the	"3.450% Notes"),	in	an	aggregate	principal	amount	of	$650.0	million.	The	net	proceeds	from	the	offering	were	approximately	$641.1	million,	after	deducting	commissions	and estimated	expenses.	The	Company	used	the	proceeds	to	repay	existing	indebtedness	under	the	2013	Credit	Facility.

The	following	table	outlines	key	terms	related	to	the	Company's	outstanding	senior	notes	as	of	December	31,	2014:

|  | Amount | 2014 | 2013 | payments	due | Issue	Date | Maturity	Date |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | (in\tthousands) |  |  |  |  |
| 4.625%\tNotes | $600,000 | $(42) | $(206) | April\t1\tand\tOctober\t1 | October\t20,\t2009 | April\t1,\t2015 |
| 7.00%\tNotes | 500,000 | — | — | April\t15\tand\tOctober\t15 | October\t1,\t2007 | October\t15,\t2017 |
| 4.50%\tNotes | 1,000,000 | (369) | (480) | January\t15\tand\tJuly\t15 | December\t7,\t2010 | January\t15,\t2018 |
| 3.40\t%\tNotes\t(1) | 1,000,000 | 5,509 | (627) | February\t15\tand\tAugust\t15 | August\t19,\t2013 | February\t15,\t2019 |
| 7.25%\tNotes | 300,000 | (2,740) | (3,252) | May\t15\tand\tNovember\t15 | June\t10,\t2009 | May\t15,\t2019 |
| 5.05%\tNotes | 700,000 | (504) | (587) | March\t1\tand\tSeptember\t1 | August\t16,\t2010 | September\t1,\t2020 |
| 3.450%\tNotes | 650,000 | (3,606) | — | March\t15\tand\tSeptember\t15 | August\t7,\t2014 | September\t15,\t2021 |
| 5.90%\tNotes | 500,000 | (526) | (586) | May\t1\tand\tNovember\t1 | October\t6,\t2011 | November\t1,\t2021 |
| 4.70%\tNotes | 700,000 | (1,013) | (1,129) | March\t15\tand\tSeptember\t15 | March\t12,\t2012 | March\t15,\t2022 |
| 3.50%\tNotes | 1,000,000 | (6,770) | (7,480) | January\t31\tand\tJuly\t31 | January\t8,\t2013 | January\t31,\t2023 |
| 5.00%\tNotes\t(1) | 1,000,000 | 10,834 | (545) | February\t15\tand\tAugust\t15 | August\t19,\t2013 | February\t15,\t2024 |

The	Company	may	redeem	each	of	the	series	of	senior	notes	at	any	time	at	a	redemption	price	equal	to	100%	of	the	principal	amount	of	such	notes,	plus	a	make-whole premium,	together	with	accrued	interest	to	the	redemption	date.	Each	of	the	applicable	indentures,	including	any	supplemental	indentures	(the	"Indentures")	for	the	notes contain	certain	covenants	that	restrict	the	Company's	ability	to	merge,	consolidate	or	sell	assets	and	its	(together	with	its	subsidiaries')	ability	to	incur	liens.	These covenants	are	subject	to	a	number	of	exceptions,	including	that	the	Company	and	its	subsidiaries	may	incur	certain	liens	on	assets,	mortgages	or	other	liens	securing indebtedness,	if	the	aggregate	amount	of	such	liens	shall	not	exceed	3.5x	Adjusted	EBITDA,	as	defined	in	the	applicable	Indenture	for	each	of	the	notes.	If	the	Company undergoes	a	change	of	control	and	ratings	decline,	each	as	defined	in	the	Indentures,	the	Company	may	be	required	to	repurchase	one	or	more	series	of	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	date	of repurchase.	The	notes	rank	equally	with	all	of	the	Company's	other	senior	unsecured	debt	and	are	structurally	subordinated	to	all	existing	and	future	indebtedness	and other	obligations	of	the	Company's	subsidiaries.

Capital	Lease	and	Other	Obligations—The	Company's	capital	lease	and	other	obligations	approximated	$95.4	million	and	$73.4	million	as	of	December	31,	2014	and 2013,	respectively.	These	obligations	are	secured	by	the	related	assets,	bear	interest	at	rates	of	2.27%	to	8.00%,	and	mature	in	periods	ranging	from	less	than	one	year	to approximately	seventy	years.

Maturities—As	of	December	31,	2014,	aggregate	principal	maturities	of	long-term	debt,	including	capital	leases,	for	the	next	five	years	and	thereafter	are	expected	to	be (in	thousands):

# 9.				OTHER	NON-CURRENT	LIABILITIES

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

# 10.				ASSET	RETIREMENT	OBLIGATIONS

The	changes	in	the	carrying	amount	of	the	Company's	asset	retirement	obligations	are	as	follows	(in	thousands):

(2) Revisions	in	estimates	include	the	impact	of	approximately	$(38.5)	million	and	$(19.8)	million	of	foreign	currency	translation	for	the	years	ended	December	31, 2014	and	2013,	respectively.

As	of	December	31,	2014,	the	estimated	undiscounted	future	cash	outlay	for	asset	retirement	obligations	is	approximately	$1.8	billion.

# 11.				DERIVATIVE	FINANCIAL	INSTRUMENTS

Certain	of	the	Company's	foreign	subsidiaries	have	entered	into	interest	rate	swap	agreements,	which	have	been	designated	as	cash	flow	hedges,	to	manage	exposure	to variability	in	interest	rates	on	debt.

# South	Africa

One	of	the	Company's	South	African	subsidiaries	has	fifteen	interest	rate	swap	agreements	outstanding,	which	mature	on	the	earlier	of	termination	of	the	underlying debt	or	March	31,	2020.	The	interest	rate	swap	agreements	provide	that	the	Company	pay	a	fixed	interest	rate	ranging	from	6.09%	to	7.83%	and	receive	variable	interest at	the	three-month	JIBAR	over	the	term	of	the	interest	rate	swap	agreements.	The	notional	value	is	reduced	in	accordance	with	the	repayment	schedule	under	the	South African	Facility.

# Colombia

In	connection	with	entering	into	the	Colombian	Credit	Facility	in	October	2014,	one	of	the	Company's	Colombian	subsidiaries	entered	into	an	interest	rate	swap agreement	with	an	aggregate	notional	value	of	100.0	billion	COP	(approximately	$41.8	million)	with	certain	of	the	lenders	under	the	Colombian	Credit	Facility.	The interest	rate	swap	agreement	matures	on	the	earlier	of	termination	of	the	underlying	debt	or	April	24,	2021	and	provides	that	the	Company	pay	a	fixed	interest	rate	of 5.74%	and	receive	variable	interest	at	the	three-month	IBR	over	the	term	of	the	interest	rate	swap	agreement.	The	notional	value	is	reduced	in	accordance	with	the repayment	schedule	under	the	Colombian	Credit	Facility.

In	October	2014,	the	Company	settled	its	previously	existing	interest	rate	swap	related	to	the	Colombian	Long-Term	Credit	Facility	and	recognized	a	3.0	billion	COP (approximately	$1.4	million)	loss	included	in	Loss	on	retirement	of	long-term	obligations	in	the	consolidated	statements	of	operations.

The	notional	amount	and	fair	value	of	the	interest	rate	swap	agreements	are	as	follows	(in	thousands):

|  | December	31,	2014<br>Local | USD | December	31,	2013<br>Local | USD |
| :--- | :--- | :--- | :--- | :--- |
| South\tAfrica\t(ZAR) |  |  |  |  |
| Notional | 440,614 | 38,080 | 469,354 | 44,732 |
| Fair\tValue | 1,016 | 88 | 939 | 90 |
| Colombia\t(COP) |  |  |  |  |
| Notional | 100,000,000 | 41,798 | 101,250,000 | 52,547 |
| Fair\tValue | (1,548,688) | (647) | (3,000,236) | (1,557) |
| Costa\tRica\t(USD)\t(1) |  |  |  |  |
| Notional | — | — | N/A | 42,000 |
| Fair\tValue | — | — | N/A | (628) |

(1) One	of	the	Company's	Costa	Rican	subsidiaries	had	three	interest	rate	swap	agreements,	which	were	terminated	upon	repayment	of	the	Costa	Rica	Loan	in February	2014.

As	of	December	31,	2014	and	2013,	the	South	African	interest	rate	swap	agreements	are	in	an	asset	position	and	are	included	in	Notes	receivable	and	other	non-current assets	on	the	consolidated	balance	sheets.	The	Colombian	interest	rate	swap	agreement	is	in	a	liability	position	and	is	included	in	Other	non-current	liabilities	on	the consolidated	balance	sheets.

In	addition	to	the	interest	rate	swap	agreements,	the	Company	is	amortizing	the	settlement	cost	of	a	treasury	rate	lock	as	additional	interest	expense	over	the	term	of	the 7.00%	senior	unsecured	notes	due	2017.

During	the	years	ended	December	31,	2014,	2013	and	2012,	the	interest	rate	swap	agreements	and	treasury	rate	lock	had	the	following	impact	on	the	Company's consolidated	financial	statements	(in	thousands):

(1) During	the	year	ended	December	31,	2014,	amount	includes	$1.0	million	reclassified	from	AOCI	into	Loss	on	retirement	of	long-term	obligations	in	connection with	the	settlement	of	the	interest	rate	swap	related	to	the	Colombian	Long-Term	Credit	Facility.

As	of	December	31,	2014,	$0.7	million	of	the	amount	related	to	derivatives	designated	as	cash	flow	hedges	and	recorded	in	AOCI	is	expected	to	be	reclassified	into earnings	in	the	next	twelve	months.

The	Company	also	recognized	a	gain	on	the	settlement	of	interest	rate	swap	agreements	entered	into	in	connection	with	the	2007	Securitization.	The	settlement	was recognized	as	a	reduction	in	interest	expense	over	a	five-year	period	for	which	the	interest	rate	swaps	were	designated	as	hedges.	During	the	year	ended	December	31, 2012,	the	Company	recorded	$0.2	million	as	a	reduction	in	interest	expense.	The	remaining	portion	of	the	gain	was	fully	amortized	during	the	year	ended	December	31, 2012.

For	additional	information	on	the	Company's	interest	rate	swap	agreements,	see	notes	12	and	13.

# 12.				FAIR	VALUE	MEASUREMENTS

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

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

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

# Interest	Rate	Swap	Agreements

The	fair	value	of	the	Company's	interest	rate	swap	agreements	is	determined	using	pricing	models	with	inputs	that	are	observable	in	the	market	or	can	be	derived principally	from,	or	corroborated	by,	observable	market	data.	Fair	valuations	of	the	interest	rate	swap	agreements	reflect	the	value	of	the	instrument	including	the	values associated	with	counterparty	risk,	the	Company's	own	credit	standing	and	the	value	of	the	net	credit	differential	between	the	counterparties	to	the	derivative	contract.

The	Company	may	be	required	to	pay	additional	consideration	under	certain	agreements	for	the	acquisition	of	communications	sites	if	specific	conditions	are	met	or events	occur.	In	Colombia	and	Ghana,	the	Company	may	be	required	to	pay	additional	consideration	upon	the	conversion	of	certain	barter	agreements	with	other wireless	carriers	to	cash-paying	lease	agreements.	In	addition,	in	Costa	Rica	and	the	United	States,	the	Company	may	be	required	to	pay	additional	consideration	if certain	pre-designated	tenant	leases	commence	during	a	specified	period	of	time.

Acquisition-related	contingent	consideration	is	initially	measured	and	recorded	at	fair	value	as	an	element	of	consideration	in	connection	with	an	acquisition	with subsequent	adjustments	recognized	in	Other	operating	expenses	in	the	consolidated	statements	of	operations.	The	Company	determines	the	fair	value	of	acquisition- related	contingent	consideration,	and	any	subsequent	changes	in	fair	value,	using	a	discounted	probability-weighted	approach.	This	approach	takes	into	consideration Level	3	unobservable	inputs	including	probability

assessments	of	expected	future	cash	flows	over	the	period	in	which	the	obligation	is	expected	to	be	settled	and	applies	a	discount	factor	that	captures	the	uncertainties associated	with	the	obligation.	Changes	in	these	unobservable	inputs	could	significantly	impact	the	fair	value	of	the	liabilities	recorded	in	the	accompanying	consolidated balance	sheets	and	adjustments	recorded	in	the	consolidated	statements	of	operations.

As	of	December	31,	2014,	the	Company	estimates	that	the	value	of	all	potential	acquisition-related	contingent	consideration	required	payments	to	be	between	zero	and $40.4	million.	During	the	years	ended	December	31,	2014	and	2013,	the	fair	value	of	the	contingent	consideration	changed	as	follows	(in	thousands):

|  | 2014 | 2013 |
| :--- | :--- | :--- |
| Balance\tas\tof\tJanuary\t1 | $31,890 | $ 23,711 |
| Additions | 6,412 | 13,474 |
| Settlements | (3,889) | (8,789) |
| Change\tin\tfair\tvalue | (225) | 5,743 |
| Foreign\tcurrency\ttranslation\tadjustment | (4,934) | (2,249) |
| Other\t(1) | (730) | — |
| Balance\tas\tof\tDecember\t31 | $28,524 | $ 31,890 |

(1) In	connection	with	the	sale	of	operations	in	Panama,	the	buyer	assumed	the	Company's	potential	obligations	related	to	additional	purchase	price	consideration.

# Items	Measured	at	Fair	Value	on	a	Nonrecurring	Basis

Assets	Held	and	Used—The	Company's	long-lived	assets	are	measured	at	fair	value	on	a	nonrecurring	basis	using	Level	3	inputs.	During	the	year	ended	December	31, 2014,	certain	long-lived	assets	held	and	used	with	a	carrying	value	of	$8,900.0	million	were	written	down	to	their	net	realizable	value	of	$8,888.8	million	as	a	result	of an	asset	impairment	charge	of	$11.2	million.	During	the	year	ended	December	31,	2013,	certain	long-lived	assets	held	and	used	with	a	carrying	value	of	$8,554.5 million	were	written	down	to	their	net	realizable	value	of	$8,538.6	million,	as	a	result	of	an	asset	impairment	charge	of	$15.9	million.	The	asset	impairment	charges	are recorded	in	Other	operating	expenses	in	the	accompanying	consolidated	statements	of	operations.	These	adjustments	were	determined	by	comparing	the	estimated proceeds	from	the	sale	of	assets	or	the	estimated	fair	value	utilizing	projected	future	discounted	cash	flows	to	be	provided	from	the	long-lived	assets	to	the	asset's carrying	value.

During	the	year	ended	December	31,	2014,	NII,	a	U.S.	corporation,	filed	for	Chapter	11	bankruptcy	protection	on	behalf	of	itself	and	certain	of	its	subsidiaries.	NII	is	the ultimate	parent	company	of	certain	operating	subsidiaries	in	Brazil,	Chile	and	Mexico	that	collectively	represent	approximately	6%	of	the	Company's	consolidated revenues	for	the	year	ended	December	31,	2014.	None	of	these	subsidiaries	were	included	in	NII's	Chapter	11	filing.	The	Company's	assessment	of	the	impact	of	the proceedings	did	not	identify	any	indicators	of	impairment	as	of	December	31,	2014.

Sale	of	Assets—During	the	year	ended	December	31,	2014,	the	Company	completed	the	sale	of	its	operations	in	Panama	and	its	third-party	structural	analysis	business for	an	aggregate	sale	price	of	$17.9	million,	plus	a	working	capital	adjustment.	At	the	time	of	sale,	the	carrying	amount	of	these	assets	primarily	included	$8.1	million	of property	and	equipment,	$7.8	million	of	intangible	assets	and	$3.6	million	of	goodwill.	The	Company	recorded	a	net	charge	of	$2.2	million	in	Other	operating	expenses in	the	accompanying	consolidated	statements	of	operations.

There	were	no	other	items	measured	at	fair	value	on	a	nonrecurring	basis	during	the	year	ended	December	31,	2014.

Fair	Value	of	Financial	Instruments—The	Company's	financial	instruments	for	which	the	carrying	value	reasonably	approximates	fair	value	at	December	31,	2014	and 2013	include	cash	and	cash	equivalents,	restricted	cash,	accounts	receivable	and	accounts	payable.	The	Company's	estimates	of	fair	value	of	its	long-term	obligations, including	the	current	portion,	are	based	primarily	upon	reported	market	values.	For	long-term	debt	not	actively	traded,	fair	value	is	estimated	using	either	indicative	price quotes	or	a	discounted	cash	flow	analysis	using	rates	for	debt	with	similar	terms	and	maturities.	As	of	December	31,	2014,	the	carrying	value	and	fair	value	of	long-term obligations,	including	the	current	portion,	are	$14.6	billion	and	$15.0	billion,	respectively,	of	which	$9.7	billion	is	measured	using	Level	1	inputs	and	$5.3	billion	is measured	using	Level	2	inputs.	As	of	December	31,	2013,	the	carrying	value	and	fair	value	of	long-term	obligations,	including	the	current	portion,	were	$14.5	billion and	$14.7	billion,	respectively,	of	which	$8.6	billion	was	measured	using	Level	1	inputs	and	$6.1	billion	was	measured	using	Level	2	inputs.

# 13.				ACCUMULATED	OTHER	COMPREHENSIVE	LOSS

The	changes	in	Accumulated	other	comprehensive	loss	for	the	years	ended	December	31,	2014	and	2013,	are	as	follows	(in	thousands):

|  | Unrealized	Losses	on<br>Cash	Flow	Hedges | on	the<br>Settlement	of<br>the	Treasury<br>Rate	Lock | Foreign<br>Currency<br>Items | Total |
| :--- | :--- | :--- | :--- | :--- |
| Balance\tas\tof\tJanuary\t1,\t2014 | $(1,869) | $(3,029) | $(306,322) | $(311,220) |
| Other\tcomprehensive\tloss\tbefore\treclassifications,\tnet\tof\ttax | (1,966) | — | (484,323) | (486,289) |
| Amounts\treclassified\tfrom\taccumulated\tother\tcomprehensive\tloss,\tnet |  |  |  |  |
| of\ttax | 2,490 | 798 | — | 3,288 |
| Net\tcurrent-period\tother\tcomprehensive\tincome\t(loss) | 524 | 798 | (484,323) | (483,001) |
| Balance\tas\tof\tDecember\t31,\t2014 | $(1,345) | $(2,231) | $(790,645) | $(794,221) |

|  | Unrealized	Losses	on<br>Cash	Flow	Hedges | Settlement	of<br>the	Treasury<br>Rate	Lock | Foreign<br>Currency<br>Items | Total |
| :--- | :--- | :--- | :--- | :--- |
| Balance\tas\tof\tJanuary\t1,\t2013 | $(4,358) | $(3,827) | $(175,162) | $(183,347) |
| Other\tcomprehensive\tincome\t(loss)\tbefore\treclassifications,\tnet\tof\ttax | 867 | — | (131,160) | (130,293) |
| Amounts\treclassified\tfrom\taccumulated\tother\tcomprehensive\tloss,\tnet |  |  |  |  |
| of\ttax | 1,622 | 798 | — | 2,420 |
| Net\tcurrent-period\tother\tcomprehensive\tincome\t(loss) | 2,489 | 798 | (131,160) | (127,873) |
| Balance\tas\tof\tDecember\t31,\t2013 | $(1,869) | $(3,029) | $(306,322) | $(311,220) |

During	the	year	ended	December	31,	2014,	approximately	$1.0	million	was	reclassified	from	Accumulated	other	comprehensive	loss	into	Loss	on	retirement	of	long- term	obligations	in	connection	with	the	settlement	of	the	interest	rate	swap	related	to	the	Colombian	Long-Term	Credit	Facility.	The	remaining	loss	on	cash	flow	hedges was	reclassified	into	interest	expense	and	the	associated	tax	effect	of	$0.1	million	and	$0.2	million	for	the	years	ended	December	31,	2014	and	2013,	respectively,	is included	in	Income	tax	provision.

The	Company	has	filed,	for	prior	taxable	years	through	its	taxable	year	ended	December	31,	2011,	consolidated	U.S.	federal	tax	returns,	which	included	all	of	its	then wholly	owned	domestic	subsidiaries.	For	its	taxable	year	commencing	January	1,	2012,	the	Company	filed,	and	intends	to	continue	to	file,	as	a	REIT,	and	its	domestic TRSs	filed,	and	intend	to	continue	to	file,	as	C	corporations.	The	Company	also	files	tax	returns	in	various	states	and	countries.	The	Company's	state	tax	returns	reflect different	combinations	of	the	Company's	subsidiaries	and	are	dependent	on	the	connection	each	subsidiary	has	with	a	particular	state.	The	following	information pertains	to	the	Company's	income	taxes	on	a	consolidated	basis.

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

|  | 2014 | 2013 | 2012 |
| :--- | :--- | :--- | :--- |
| Current: |  |  |  |
| Federal | $(2,390) | $(30,322) | $(18,170) |
| State | (797) | (13,731) | (6,321) |
| Foreign | (57,934) | (44,973) | (53,513) |
| Deferred: |  |  |  |
| Federal | (4,180) | (16,318) | (13,094) |
| State | (973) | (5,139) | (666) |
| Foreign | 3,769 | 50,942 | (15,540) |
| Income\ttax\tprovision | $(62,505) | $(59,541) | $ (107,304) |

The	income	tax	provision	for	the	years	ended	December	31,	2014	and	2013	include	an	expense	of	approximately	$2.6	million	and	$21.5	million,	respectively,	resulting from	the	restructuring	of	certain	of	the	Company's	domestic	TRSs.

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

|  | 2014 | 2013 | 2012 |
| :--- | :--- | :--- | :--- |
| United\tStates | $ 857,457 | $766,772 | $787,960 |
| Foreign | 8,247 | (225,023) | (86,666) |
| Total | $ 865,704 | $541,749 | $701,294 |

Reconciliation	between	the	U.S.	statutory	rate	and	the	effective	rate	from	continuing	operations	is	as	follows	for	the	years	ended	December	31:

|  | 2014 | 2013 | 2012 |
| :--- | :--- | :--- | :--- |
| Statutory\ttax\trate | 35% | 35% | 35% |
| Tax\tadjustment\trelated\tto\tREIT\t(1) | \t (35) | \t (35) | \t (35) |
| State\ttaxes,\tnet\tof\tfederal\tbenefit | 1 | 3 | 1 |
| Foreign\ttaxes | 2 | (5) | 4 |
| Foreign\twithholding\ttaxes | 3 | 6 | 4 |
| Domestic\tTRS\trestructuring | \t— | 4 | \t— |
| Change\tin\tvaluation\tallowance | \t— | \t— | 8 |
| Other | 1 | 3 | (2) |
| Effective\ttax\trate | 7% | 11% | 15% |

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

|  | 2014 | 2013	(1) |
| :--- | :--- | :--- |
| Current\tassets: |  |  |
| Allowances,\taccruals\tand\tother\titems\tnot\tcurrently\tdeductible | $20,525 | $28,077 |
| Current\tdeferred\tliabilities | (2,799) | (4,547) |
| Subtotal | 17,726 | 23,530 |
| Valuation\tallowance | (3,094) | (3,638) |
| Net\tcurrent\tdeferred\ttax\tassets | $14,632 | $19,892 |
| Non-current\titems: |  |  |
| Assets: |  |  |
| Net\toperating\tloss\tcarryforwards | 242,701 | 197,335 |
| Accrued\tasset\tretirement\tobligations | 103,975 | 88,884 |
| Stock-based\tcompensation | 693 | 4,331 |
| Unearned\trevenue | 18,947 | 46,788 |
| Unrealized\tloss\ton\tforeign\tcurrency | 15,952 | 68,951 |
| Items\tnot\tcurrently\tdeductible\tand\tother | 22,142 | 23,908 |
| Liabilities: |  |  |
| Depreciation\tand\tamortization | (132,254) | (82,068) |
| Deferred\trent | (18,355) | (17,814) |
| Other | (1,805) | (5,302) |
| Subtotal | 251,996 | 325,013 |
| Valuation\tallowance | (138,147) | (132,368) |
| Net\tnon-current\tdeferred\ttax\tassets | $113,849 | $192,645 |

The	Company's	deferred	tax	assets	as	of	December	31,	2014	in	the	table	above	do	not	include	$0.5	million	of	excess	tax	benefits	from	the	exercise	of	employee	stock options	that	are	a	component	of	NOLs	as	these	benefits	can	only	be	recognized	when	the	related	tax	deduction	reduces	income	taxes	payable.

At	December	31,	2014	and	2013,	the	Company	has	provided	a	valuation	allowance	of	approximately	$141.2	million	and	$136.0	million,	respectively,	which	primarily relates	to	foreign	items.	During	2014,	the	Company	increased	amounts	recorded	as	valuation	allowances	due	to	the	uncertainty	as	to	the	timing	of,	and	the	Company's ability	to	recover,	net	deferred	tax	assets	in	certain	foreign	operations	in	the	foreseeable	future.	The	amount	of	deferred	tax	assets	considered	realizable,	however,	could be	adjusted	if	objective	evidence	in	the	form	of	cumulative	losses	is	no	longer	present	and	additional	weight	may	be	given	to	subjective	evidence	such	as	the	Company's projections	for	growth.

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

The	Company	considers	the	earnings	of	certain	non-U.S.	subsidiaries	to	be	indefinitely	invested	outside	the	United	States	on	the	basis	of	estimates	that	future	domestic cash	generation	will	be	sufficient	to	meet	future

domestic	cash	needs.	The	Company	has	not	recorded	a	deferred	tax	liability	related	to	the	U.S.	federal	and	state	income	taxes	and	foreign	withholding	taxes	on approximately	$391.0	million	of	undistributed	earnings	of	foreign	subsidiaries	indefinitely	invested	outside	of	the	United	States.	Should	the	Company	decide	to repatriate	the	foreign	earnings,	it	may	have	to	adjust	the	income	tax	provision	in	the	period	it	determined	that	the	earnings	will	no	longer	be	indefinitely	invested	outside of	the	United	States.

At	December	31,	2014,	the	Company	had	net	federal,	state	and	foreign	operating	loss	carryforwards	available	to	reduce	future	taxable	income,	which	includes	losses	of approximately	$0.3	billion	related	to	employee	stock	options.	If	not	utilized,	the	Company's	net	operating	loss	carryforwards	expire	as	follows	(in	thousands):

| Years	ended	December	31, | Federal | State | Foreign |
| :--- | :--- | :--- | :--- |
| 2015\tto\t2019 | $— | $82,656 | $11,896 |
| 2020\tto\t2024 | — | 290,466 | 163,078 |
| 2025\tto\t2029 | 510,016 | 444,038 | — |
| 2030\tto\t2034 | 429,759 | 217,367 | — |
| Indefinite\tcarryforward | — | — | 648,731 |
| Total | $939,775 | $1,034,527 | $823,705 |

Of	the	above	$939.8	million	of	federal	net	operating	loss	carryforwards,	$647.3	million	is	restricted	to	offset	taxable	income	of	the	subsidiaries	of	the	Company.

In	addition,	the	Company	has	Mexican	tax	credits	of	$2.1	million,	which	if	not	utilized	will	expire	in	2017.

As	of	December	31,	2014	and	2013,	the	total	amount	of	unrecognized	tax	benefits	that	would	impact	the	effective	tax	rate,	if	recognized,	is	$31.9	million	and	$31.1 million,	respectively.	The	Company	expects	the	unrecognized	tax	benefits	to	change	over	the	next	12	months	if	certain	tax	matters	ultimately	settle	with	the	applicable taxing	jurisdiction	during	this	timeframe,	or	if	the	applicable	statute	of	limitations	lapses.	The	impact	of	the	amount	of	such	changes	to	previously	recorded	uncertain	tax positions	could	range	from	zero	to	$18.2	million.	A	reconciliation	of	the	beginning	and	ending	amount	of	unrecognized	tax	benefits	are	as	follows	for	the	years	ended December	31,	(in	thousands):

|  | 2014 | 2013 | 2012 |
| :--- | :--- | :--- | :--- |
| Balance\tat\tJanuary\t1 | $32,545 | $34,337 | $38,886 |
| Additions\tbased\ton\ttax\tpositions\trelated\tto\tthe\tcurrent\tyear | 4,187 | 1,427 | 1,037 |
| Additions\tfor\ttax\tpositions\tof\tprior\tyears | 3,780 | — | — |
| Reductions\tfor\ttax\tpositions\tof\tprior\tyears | — | (320) | (221) |
| Foreign\tcurrency | (3,216) | (1,681) | (439) |
| Reduction\tas\ta\tresult\tof\tthe\tlapse\tof\tstatute\tof\tlimitations\tand\teffective\tsettlements\t(1) | (5,349) | (1,218) | (4,926) |
| Balance\tat\tDecember\t31 | $31,947 | $32,545 | $34,337 |

(1) Includes	$2.1	million	of	effective	settlements	for	the	year	ended	December	31,	2012.

During	the	years	ended	December	31,	2014,	2013	and	2012,	the	statute	of	limitations	on	certain	unrecognized	tax	benefits	lapsed	and	certain	positions	were	effectively settled,	which	resulted	in	a	decrease	of	$5.3	million,	$1.2	million	and	$4.9	million,	respectively,	in	the	liability	for	uncertain	tax	benefits,	all	of	which	reduced	the income	tax	provision.

The	Company	recorded	penalties	and	tax-related	interest	expense	(benefit)	to	the	tax	provision	of	($3.4	million),	$3.4	million	and	($2.9	million)	for	the	years	ended December	31,	2014,	2013	and	2012,	respectively.	As	of	December	31,	2014	and	2013,	the	total	unrecognized	tax	benefits	included	in	the	consolidated	balance	sheets were	$31.9	million	and	$32.5	million,	respectively.	As	of	December	31,	2014	and	2013,	the	total	amount	of	accrued	income	tax-related	interest	and	penalties	included the	consolidated	balance	sheets	were	$24.9	million	and	$30.9	million,	respectively.

The	Company	has	filed	for	prior	taxable	years,	and	for	its	taxable	year	ended	December	31,	2014	will	file,	numerous	consolidated	and	separate	income	tax	returns, including	U.S.	federal	and	state	tax	returns	and	foreign	tax	returns.	The	Company	is	subject	to	examination	in	the	U.S.	and	various	state	and	foreign	jurisdictions	for certain	tax	years.	As	a	result	of	the	Company's	ability	to	carryforward	federal,	state	and	foreign	NOLs,	the	applicable	tax	years	generally	remain	open	to	examination several	years	after	the	applicable	loss	carryforwards	have	been	used	or	expired.	The	Company	regularly	assesses	the	likelihood	of	additional	assessments	in	each	of	the tax	jurisdictions	resulting	from	these	examinations.	The	Company	believes	that	adequate	provisions	have	been	made	for	income	taxes	for	all	periods	through December	31,	2014.

In	September	2013,	the	Internal	Revenue	Service	released	final	Tangible	Property	Regulations	(the	"Final	Regulations").	The	Final	Regulations	provide	guidance	on applying	Section	263(a)	of	the	Code	to	amounts	paid	to	acquire,	produce	or	improve	tangible	property,	as	well	as	rules	for	materials	and	supplies	(Code	Section	162). These	regulations	contain	certain	changes	from	the	temporary	and	proposed	tangible	property	regulations	that	were	issued	on	December	27,	2011.	The	Final	Regulations are	generally	effective	for	taxable	years	beginning	on	or	after	January	1,	2014.	In	addition,	taxpayers	were	permitted	to	early	adopt	the	Final	Regulations	for	taxable years	beginning	on	or	after	January	1,	2012.	The	Final	Regulations	did	not	have	a	material	effect	on	the	Company's	results	of	operations	or	financial	condition.

# 15.				STOCK-BASED	COMPENSATION

The	Company	recognized	stock-based	compensation	expense	of	$80.2	million,	$68.1	million	and	$52.0	million	for	the	years	ended	December	31,	2014,	2013	and	2012, respectively.	Stock-based	compensation	expense	for	the	years	ended	December	31,	2013	included	$1.1	million,	related	to	the	modification	of	the	vesting	and	exercise terms	for	certain	employees'	equity	awards.	The	Company	did	not	modify	the	vesting	or	exercise	terms	of	equity	awards	during	the	years	ended	December	31,	2014	and 2012.	The	Company	capitalized	$1.6	million	of	stock-based	compensation	expense	as	property	and	equipment	during	each	of	the	years	ended	December	31,	2014	and 2013.

Summary	of	Stock-Based	Compensation	Plans—The	Company	maintains	equity	incentive	plans	that	provide	for	the	grant	of	stock-based	awards	to	its	directors,	officers and	employees.	The	2007	Equity	Incentive	Plan	(the	"2007	Plan")	provides	for	the	grant	of	non-qualified	and	incentive	stock	options,	as	well	as	restricted	stock	units, restricted	stock	and	other	stock-based	awards.	Exercise	prices	in	the	case	of	non-qualified	and	incentive	stock	options	are	not	less	than	the	fair	value	of	the	underlying common	stock	on	the	date	of	grant.	Equity	awards	typically	vest	ratably	over	various	periods,	generally	four	years,	and	stock	options	generally	expire	ten	years	from	the date	of	grant.	As	of	December	31,	2014,	the	Company	has	the	ability	to	grant	stock-based	awards	with	respect	to	an	aggregate	of	14.3	million	shares	of	common	stock under	the	2007	Plan.

The	Company's	Compensation	Committee	adopted	a	death,	disability	and	retirement	benefits	program	in	connection	with	equity	awards	granted	on	or	after	January	1, 2013	that	provides	for	accelerated	vesting	and	extended	exercise	periods	of	stock	options	and	restricted	stock	units	upon	an	employee's	death	or	permanent	disability,	or upon	an	employee's	qualified	retirement,	provided	certain	eligibility	criteria	are	met.	Accordingly,

for	grants	made	on	or	after	January	1,	2013,	the	Company	recognizes	compensation	expense	for	all	stock-based	compensation	over	the	shorter	of	(i)	the	four-year	vesting period	or	(ii)	the	period	from	the	date	of	grant	to	the	date	the	employee	becomes	eligible	for	such	retirement	benefits,	which	may	occur	upon	grant.	Due	to	the accelerated	recognition	of	stock-based	compensation	expense	related	to	awards	granted	to	retirement	eligible	employees,	the	Company	recognized	an	incremental	$14.8 million	and	$7.8	million	of	stock-based	compensation	expense	during	the	years	ended	December	31,	2014	and	2013,	respectively.

Stock	Options—The	fair	value	of	each	option	grant	is	estimated	on	the	date	of	grant	using	the	Black-Scholes	option	pricing	model	based	on	the	assumptions	noted	in	the table	below.	The	risk-free	interest	rate	is	based	on	the	U.S.	Treasury	yield	approximating	the	estimated	life	in	effect	at	the	accounting	measurement	date.	The	expected life	of	option	grants	(estimated	period	of	time	outstanding)	is	estimated	using	the	vesting	term	and	historical	exercise	behavior	of	the	Company's	employees.	The expected	volatility	of	the	underlying	stock	price	is	based	on	historical	volatility	for	a	period	equal	to	the	expected	life	of	the	stock	options.	The	expected	annual	dividend yield	is	the	Company's	best	estimate	of	expected	future	dividend	yield.

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

|  | 2014 | 2013 | 2012 |
| :--- | :--- | :--- | :--- |
| Range\tof\trisk-free\tinterest\trate | 1.46%\t-\t1.74% | 0.75%\t-\t1.42% | 0.62%\t-\t1.03% |
| Weighted\taverage\trisk-free\tinterest\trate | 1.64% | 0.91% | 0.92% |
| Expected\tlife\tof\toption\tgrants | 4.5\tyears | 4.4\tyears | 4.4\tyears |
| Range\tof\texpected\tvolatility\tof\tthe\tunderlying\tstock\tprice | 21.94%\t-\t23.35% | 24.43%\t-\t36.09% | 36.53%\t-\t37.86% |
| Weighted\taverage\texpected\tvolatility\tof\tunderlying\tstock\tprice | 23.08% | 33.37% | 37.84% |
| Expected\tannual\tdividend\tyield | 1.50% | 1.50% | 1.50% |

The	weighted	average	grant	date	fair	value	per	share	during	the	years	ended	December	31,	2014,	2013	and	2012	was	$14.86,	$19.05	and	$17.46,	respectively.	The intrinsic	value	of	stock	options	exercised	during	the	years	ended	December	31,	2014,	2013	and	2012	was	$58.0	million,	$42.1	million	and	$59.5	million,	respectively. As	of	December	31,	2014,	total	unrecognized	compensation	expense	related	to	unvested	stock	options	is	approximately	$32.1	million	and	is	expected	to	be	recognized over	a	weighted	average	period	of	approximately	two	years.	The	amount	of	cash	received	from	the	exercise	of	stock	options	was	approximately	$56.6	million	during	the year	ended	December	31,	2014.

The	Company's	option	activity	for	the	year	ended	December	31,	2014	is	as	follows:

|  | Options | Weighted<br>Average<br>Exercise	Price | Weighted<br>Average<br>Remaining<br>Life	(Years) | Aggregate<br>Intrinsic<br>Value<br>(in<br>millions) |
| :--- | :--- | :--- | :--- | :--- |
| Outstanding\tas\tof\tJanuary\t1,\t2014 | \t 6,106,171 | $52.81 |  |  |
| Granted | \t 1,879,594 | 81.32 |  |  |
| Exercised | \t(1,267,320) | 44.63 |  |  |
| Forfeited | (176,522) | 74.80 |  |  |
| Expired | (33,488) | 33.46 |  |  |
| Outstanding\tas\tof\tDecember\t31,\t2014 | \t 6,508,435 | $62.14 | 6.77 | $238.9 |
| Exercisable\tas\tof\tDecember\t31,\t2014 | \t 2,992,252 | $46.77 | 4.84 | $155.8 |
| Vested\tor\texpected\tto\tvest\tas\tof\tDecember\t31,\t2014 | \t 6,506,185 | $62.13 | 6.77 | $238.9 |

The	following	table	sets	forth	information	regarding	options	outstanding	at	December	31,	2014:

| Outstanding |  | Weighted | Weighted	Average |  | Weighted |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Number\tof\nOptions | Range\tof\tExercise\nPrice\tPer\tShare | Average\tExercise\nPrice\tPer\tShare | Remaining\tLife\n(Years) | Options\nExercisable | Average\tExercise\nPrice\tPer\tShare |
| 1,553,717 | $\t\t18.60\t—\t$43.11 | $36.04 | 3.54 | 1,553,717 | $36.04 |
| 971,207 | \t\t44.92\t—\t58.60 | 49.25 | 5.20 | 744,434 | 48.63 |
| 954,608 | \t\t62.00\t—\t74.06 | 62.52 | 7.24 | 397,291 | 62.30 |
| 1,232,856 | \t\t76.90\t—\t79.45 | 76.95 | 8.20 | 256,378 | 76.92 |
| 1,796,047 | \t\t81.18\t—\t93.45 | 81.32 | 9.20 | 40,432 | 81.18 |
| 6,508,435 | $\t\t18.60\t—\t$93.45 | $62.14 | 6.77 | 2,992,252 | $46.77 |

Restricted	Stock	Units—The	Company's	restricted	stock	unit	activity	during	the	year	ended	December	31,	2014	is	as	follows:

|  | Number	of<br>Units | Weighted	Average	Grant<br>Date	Fair	Value |
| :--- | :--- | :--- |
| Outstanding\tas\tof\tJanuary\t1,\t2014 | \t1,840,137 | $64.75 |
| Granted | 807,582 | 81.54 |
| Vested | (716,905) | 59.65 |
| Forfeited | (171,997) | 72.36 |
| Outstanding\tas\tof\tDecember\t31,\t2014 | \t1,758,817 | $73.80 |
| Expected\tto\tvest,\tnet\tof\testimated\tforfeitures,\tas\tof\tDecember\t31,\t2014 | \t1,685,937 | $73.59 |

The	total	fair	value	of	restricted	stock	units	that	vested	during	the	year	ended	December	31,	2014	was	$58.6	million.

As	of	December	31,	2014,	total	unrecognized	compensation	expense	related	to	unvested	restricted	stock	units	granted	under	the	2007	Plan	is	$76.3	million	and	is expected	to	be	recognized	over	a	weighted	average	period	of	approximately	two	years.

Employee	Stock	Purchase	Plan—The	Company	maintains	an	employee	stock	purchase	plan	("ESPP")	for	all	eligible	employees.	Under	the	ESPP,	shares	of	the Company's	common	stock	may	be	purchased	on	the	last	day	of	each	bi-annual	offering	period	at	a	15%	discount	of	the	lower	of	the	closing	market	value	on	the	first	or last	day	of	such	offering	period.	Employees	may	purchase	shares	having	a	value	not	exceeding	15%	of	their	gross	compensation	during	an	offering	period	and	may	not purchase	more	than	$25,000	worth	of	stock	in	a	calendar	year	(based	on	market	values	at	the	beginning	of	each	offering	period).	The	offering	periods	run	from	June	1 through	November	30	and	from	December	1	through	May	31	of	each	year.	During	the	2014,	2013	and	2012	offering	periods	employee	contributions	were	accumulated to	purchase	an	estimated	81,000,	78,000	and	88,000	shares,	respectively,	at	weighted	average	prices	per	share	of	$70.48,	$64.74	and	$51.59,	respectively.	During	each six	month	offering	period,	employees	accumulate	payroll	deductions	to	purchase	the	Company's	common	stock.	The	fair	value	of	the	ESPP	share	purchase	option	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.	The	weighted	average	fair	value	per	share	of	ESPP	share	purchase	options	during	the	year	ended	December	31,	2014,	2013	and	2012	was $14.83,	$13.42	and	$13.64,	respectively.	At	December	31,	2014,	3.4	million	shares	remain	reserved	for	future	issuance	under	the	plan.

Key	assumptions	used	to	apply	the	Black-Scholes	pricing	model	for	shares	purchased	through	the	ESPP	for	the	years	ended	December	31,	are	as	follows:

|  | 2014 | 2013 | 2012 |
| :--- | :--- | :--- | :--- |
| Range\tof\trisk-free\tinterest\trate | 0.06%\t–\t0.11% | 0.07%\t–\t0.13% | 0.05%\t–\t0.12% |
| Weighted\taverage\trisk-free\tinterest\trate | 0.09% | 0.10% | 0.08% |
| Expected\tlife\tof\tshares | 6\tmonths | 6\tmonths | 6\tmonths |
| Range\tof\texpected\tvolatility\tof\tunderlying\tstock\tprice\tover\tthe\toption\tperiod | 11.29%\t–\t16.59% | 12.21%\t–\t13.57% | 33.16%\t–\t33.86% |
| Weighted\taverage\texpected\tvolatility\tof\tunderlying\tstock\tprice | 14.14% | 12.88% | 33.54% |
| Expected\tannual\tdividend\tyield | 1.50% | 1.50% | 1.50% |

Mandatory	Convertible	Preferred	Stock	Offering—On	May	12,	2014,	the	Company	completed	a	registered	public	offering	of	6,000,000	shares	of	its	5.25%	Mandatory Convertible	Preferred	Stock,	Series	A,	par	value	$0.01	per	share	(the	"Mandatory	Convertible	Preferred	Stock").	The	net	proceeds	of	the	offering	were	$582.9	million after	deducting	commissions	and	estimated	expenses.	The	Company	used	the	net	proceeds	from	this	offering	to	fund	acquisitions,	including	the	acquisition	from Richland,	initially	funded	by	indebtedness	incurred	under	the	2013	Credit	Facility.

Unless	converted	earlier,	each	share	of	the	Mandatory	Convertible	Preferred	Stock	will	automatically	convert	on	May	15,	2017,	into	between	0.9174	and	1.1468	shares of	common	stock,	depending	on	the	applicable	market	value	of	the	common	stock	and	subject	to	anti-dilution	adjustments.	Subject	to	certain	restrictions,	at	any	time prior	to	May	15,	2017,	holders	of	the	Mandatory	Convertible	Preferred	Stock	may	elect	to	convert	all	or	a	portion	of	their	shares	into	common	stock	at	the	minimum conversion	rate	then	in	effect.

Dividends	on	shares	of	Mandatory	Convertible	Preferred	Stock	are	payable	on	a	cumulative	basis	when,	as	and	if	declared	by	the	Company's	Board	of	Directors	(or	an authorized	committee	thereof)	at	an	annual	rate	of	5.25%	on	the	liquidation	preference	of	$100.00	per	share,	on	February	15,	May	15,	August	15	and	November	15	of each	year,	commencing	on	August	15,	2014	to,	and	including,	May	15,	2017.	The	Company	may	pay	dividends	in	cash	or,	subject	to	certain	limitations,	in	shares	of common	stock	or	any	combination	of	cash	and	shares	of	common	stock.	The	terms	of	the	Mandatory	Convertible	Preferred	Stock	provide	that,	unless	full	cumulative dividends	have	been	paid	or	set	aside	for	payment	on	all	outstanding	Mandatory	Convertible	Preferred	Stock	for	all	prior	dividend	periods,	no	dividends	may	be declared	or	paid	on	common	stock.

Stock	Repurchase	Program—In	March	2011,	the	Board	of	Directors	approved	a	stock	repurchase	program,	pursuant	to	which	the	Company	is	authorized	to	purchase	up to	$1.5	billion	of	common	stock	("2011	Buyback").	In	September	2013,	the	Company	temporarily	suspended	repurchases	in	connection	with	its	acquisition	of	MIPT.

Under	the	2011	Buyback,	the	Company	is	authorized	to	purchase	shares	from	time	to	time	through	open	market	purchases	or	privately	negotiated	transactions	at prevailing	prices	in	accordance	with	securities	laws	and	other	legal	requirements,	and	subject	to	market	conditions	and	other	factors.	To	facilitate	repurchases,	the Company

makes	purchases	pursuant	to	trading	plans	under	Rule	10b5-1	of	the	Securities	Exchange	Act	of	1934,	as	amended,	which	allows	the	Company	to	repurchase	shares during	periods	when	it	otherwise	might	be	prevented	from	doing	so	under	insider	trading	laws	or	because	of	self-imposed	trading	blackout	periods.

The	Company	continues	to	manage	the	pacing	of	the	remaining	$1.1	billion	under	the	2011	Buyback	in	response	to	general	market	conditions	and	other	relevant	factors, including	its	financial	policies.	The	Company	expects	to	fund	any	further	repurchases	of	its	common	stock	through	a	combination	of	cash	on	hand,	cash	generated	by operations	and	borrowings	under	its	credit	facilities.	Purchases	under	the	2011	Buyback	are	subject	to	the	Company	having	available	cash	to	fund	repurchases.

Sales	of	Equity	Securities—The	Company	receives	proceeds	from	sales	of	its	equity	securities	pursuant	to	its	ESPP	and	upon	exercise	of	stock	options	granted	under	its equity	incentive	plans.	For	the	year	ended	December	31,	2014,	the	Company	received	an	aggregate	of	$62.3	million	in	proceeds	upon	exercises	of	stock	options	and from	its	ESPP.

Distributions—The	following	tables	characterize	the	tax	treatment	of	distributions	declared	per	share	of	common	stock	and	preferred	stock.

|  |  |  | For	the	year	ended	December	31, | For	the	year	ended	December	31, |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2014\n\t\t Per\tShare | % | 2013\nPer\tShare | % | 2012\nPer\tShare | % |
| Common\tStock |  |  |  |  |  |  |
| Ordinary\tincome | \t\t $1.4000 | \t100% | $1.1000 | \t100% | $0.9000 | \t100% |
| Capital\tgain | — | \t— | — | \t— | — | \t— |
| Return\tof\tcapital | — | \t— | — | \t— | — | \t— |
| Total | \t\t $1.4000 | \t100% | $1.1000 | \t100% | $0.9000 | \t100% |
|  |  |  | For\tthe\tyear\tended\tDecember\t31, | For\tthe\tyear\tended\tDecember\t31, |  |  |
|  | 2014 |  | 2013\t(2) |  | 2012\t(2) |  |

|  | Per	Share | % | Per	Share | % | Per	Share | % |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Preferred\tStock |  |  |  |  |  |  |
| Ordinary\tincome | \t\t $2.6688 | \t100% | $— | \t —% | $— | \t—\t\t% |
| Capital\tgain | — | \t— | — | \t— | — | \t— |
| Return\tof\tcapital | — | \t— | — | \t— | — | \t— |
| Total | \t\t $2.6688(1) | \t100% | $— | \t—\t\t% | $— | \t—\t\t% |

(1) In	addition	to	the	dividends	disclosed	above,	on	December	2,	2014,	the	Company	declared	a	dividend	of	$1.3125	per	share,	payable	on	February	16,	2015	to preferred	stockholders	of	record	at	the	close	of	business	on	February	1,	2015.

(2) The	Company	had	no	preferred	stock	outstanding	during	the	years	ended	December	31,	2013	and	2012.

The	Company	accrues	distributions	on	unvested	restricted	stock	units	granted	subsequent	to	January	1,	2012,	which	are	payable	upon	vesting.	As	of	December	31,	2014, the	amount	accrued	for	distributions	payable	related	to	unvested	restricted	stock	units	is	$3.4	million.	During	the	year	ended	December	31,	2014,	the	Company	paid	$0.7 million	of	distributions	payable	upon	the	vesting	of	restricted	stock	units.

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

# 17.				IMPAIRMENTS,	NET	LOSS	ON	SALES	OF	LONG-LIVED	ASSETS

During	the	years	ended	December	31,	2014,	2013	and	2012,	the	Company	recorded	impairment	charges	and	net	losses	on	sales	or	disposals	of	long-lived	assets	of	$28.5 million,	$32.5	million	and	$34.4	million,	respectively.	These	charges	are	primarily	related	to	assets	included	in	the	Company's	domestic	rental	and	management segment	and	are	included	in	Other	operating	expenses	in	the	consolidated	statements	of	operations.

Included	in	these	amounts	are	impairment	charges	of	approximately	$15.3	million,	$15.9	million	and	$21.5	million	for	the	years	ended	December	31,	2014,	2013	and 2012,	respectively,	to	write	down	certain	assets	to	net	realizable	value	after	an	indicator	of	impairment	was	identified.	Included	in	amounts	recorded	for	the	year	ended December	31,	2012,	was	an	impairment	charge	of	approximately	$10.8	million	resulting	from	the	impairment	of	one	of	the	Company's	outdoor	DAS	networks	upon	the termination	of	a	tenant	lease.

Also	included	in	these	amounts	are	net	losses	associated	with	the	sale	or	disposal	of	certain	non-core	towers,	other	assets	and	other	miscellaneous	items	of	$13.2	million, $16.6	million	and	$12.9	million	for	the	years	ended	December	31,	2014,	2013	and	2012,	respectively.

# 18.				EARNINGS	PER	COMMON	SHARE

The	following	table	sets	forth	basic	and	diluted	net	income	per	common	share	computational	data	for	the	years	ended	December	31,	2014,	2013	and	2012	(in	thousands, except	per	share	data):

|  | 2014 | 2013 | 2012 |
| :--- | :--- | :--- | :--- |
| Net\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tstockholders | $824,910 | $551,333 | $637,283 |
| Dividends\tdeclared\ton\tpreferred\tstock | (23,888) | — | — |
| Net\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tcommon\tstockholders | 801,022 | 551,333 | 637,283 |
| Basic\tweighted\taverage\tcommon\tshares\toutstanding | 395,958 | 395,040 | 394,772 |
| Dilutive\tsecurities | 4,128 | 4,106 | 4,515 |
| Diluted\tweighted\taverage\tcommon\tshares\toutstanding | 400,086 | 399,146 | 399,287 |
| Basic\tnet\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tcommon\tstockholders\tper\tcommon\tshare | $2.02 | $1.40 | $1.61 |
| Diluted\tnet\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tcommon\tstockholders\tper\tcommon\tshare | $2.00 | $1.38 | $1.60 |

# Shares	Excluded	From	Dilutive	Effect

The	following	shares	were	not	included	in	the	computation	of	diluted	earnings	per	share	for	the	years	ended	December	31,	2014,	2013	and	2012	because	the	effect would	be	anti-dilutive	(in	thousands,	on	a	weighted	average	basis):

|  | 2014 | 2013 | 2012 |
| :--- | :--- | :--- | :--- |
| Restricted\tstock\tawards | 5 | — | 2 |
| Stock\toptions | \t1,290 | \t1,161 | \t981 |
| Preferred\tstock\t(1) | \t4,303 | — | — |

# 19.				COMMITMENTS	AND	CONTINGENCIES

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

TriStar	Litigation—The	Company	was	involved	in	several	lawsuits	against	TriStar	Investors	LLP	and	its	affiliates	("TriStar")	in	various	states	regarding	single	tower sites	where	TriStar	had	taken	land	interests	under	the	Company's	owned	or	managed	sites	and	the	Company	believes	TriStar	induced	the	landowner	to	breach obligations	to	the	Company.	In	addition,	on	February	16,	2012,	TriStar	brought	a	federal	action	against	the	Company	in	the	United	States	District	Court	for	the	Northern District	of	Texas	(the	"District	Court"),	in	which	TriStar	principally	alleged	that	the	Company	made	misrepresentations	to	landowners	when	competing	with	TriStar	for land	under	the	Company's	owned	or	managed	sites.	On	January	22,	2013,	the	Company	filed	an	amended	answer	and	counterclaim	against	TriStar	and	certain	of	its employees,	denying	Tristar's	claims	and	asserting	that	TriStar	engaged	in	a	pattern	of	unlawful	activity,	including:	(i)	entering	into	agreements	not	to	compete	for	land under	certain	towers;	and	(ii)	making	widespread	misrepresentations	to	landowners	regarding	both	TriStar	and	the	Company.	Pursuant	to	a	Settlement	Agreement	dated July	9,	2014,	all	pending	state	and	federal	actions	between	the	Company	and	TriStar	were	dismissed	with	prejudice	and	without	payment	of	damages.

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

Future	minimum	rental	payments	under	non-cancellable	operating	leases	include	payments	for	certain	renewal	periods	at	the	Company's	option	because	failure	to	renew could	result	in	a	loss	of	the	applicable	communications	sites	and	related	revenues	from	tenant	leases,	thereby	making	it	reasonably	assured	that	the	Company	will	renew the	leases.	Such	payments	at	December	31,	2014	are	as	follows	(in	thousands):

Aggregate	rent	expense	(including	the	effect	of	straight-line	rent	expense)	under	operating	leases	for	the	years	ended	December	31,	2014,	2013	and	2012	approximated $655.0	million,	$495.2	million	and	$419.0	million,	respectively.

Future	minimum	payments	under	capital	leases	in	effect	at	December	31,	2014	are	as	follows	(in	thousands):

| AMERICAN	TOWER	CORPORATION	AND	SUBSIDIARIES |  |
| :--- | :--- |
| NOTES\tTO\tCONSOLIDATED\tFINANCIAL\tSTATEMENTS |  |
| Future\tminimum\tpayments\tunder\tcapital\tleases\tin\teffect\tat\tDecember\t31,\t2014\tare\tas\tfollows\t(in\tthousands): |  |
| Year\tEnding\tDecember\t31, |  |
| 2015 | $15,589 |
| 2016 | 14,049 |
| 2017 | 12,905 |
| 2018 | 12,456 |
| 2019 | 10,760 |
| Thereafter | 173,313 |
| Total\tminimum\tlease\tpayments | 239,072 |
| Less\tamounts\trepresenting\tinterest | (143,690) |
| Present\tvalue\tof\tcapital\tlease\tobligations | $95,382 |

Tenant	Leases—The	Company's	lease	agreements	with	its	tenants	vary	depending	upon	the	region	and	the	industry	of	the	tenant,	and	typically	have	initial	terms	of	at least	ten	years	with	multiple	renewal	terms	at	the	option	of	the	tenant.

Future	minimum	rental	receipts	expected	from	tenants	under	non-cancellable	operating	lease	agreements	in	effect	at	December	31,	2014	are	as	follows	(in	thousands):

AT&T	Transaction—The	Company	has	an	agreement	with	SBC	Communications	Inc.,	a	predecessor	entity	to	AT&T	Inc.	("AT&T"),	that	currently	provides	for	the lease	or	sublease	of	approximately	2,400	towers	from	AT&T	with	the	lease	commencing	between	December	2000	and	August	2004.	Substantially	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.	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.	During	the year	ended	December	31,	2014,	the	Company	purchased	27	of	the	subleased	towers	upon	expiration	of	the	applicable	agreement	for	an	aggregate	purchase	price	of	$8.8 million.	The	aggregate	purchase	option	price	for	the	remaining	towers	leased	and	subleased	is	approximately	$644.9	million,	and	will	accrete	at	a	rate	of	10%	per	annum through	the	applicable	expiration	of	the	lease	or	sublease	of	a	site.	As	of	December	31,	2014,	the	Company	has	purchased	an	aggregate	of	31	of	the	subleased	towers upon	expiration	of	the	applicable	agreement.	For	all	such	sites	purchased	by	the	Company	prior	to	June	30,	2020,	AT&T	will	continue	to	lease	the	reserved	space	at	the then-current	monthly	fee	which	shall	escalate	in	accordance	with	the	standard	master	lease

agreement	for	the	remainder	of	AT&T's	tenancy.	Thereafter,	AT&T	shall	have	the	right	to	renew	such	lease	for	up	to	four	successive	five-year	terms.	For	all	such	sites purchased	by	the	Company	subsequent	to	June	30,	2020,	AT&T	has	the	right	to	continue	to	lease	the	reserved	space	for	successive	one-year	terms	at	a	rent	equal	to	the lesser	of	the	agreed	upon	market	rate	and	the	then	current	monthly	fee,	which	is	subject	to	an	annual	increase	based	on	changes	in	the	CPI.

ALLTEL	Transaction—In	December	2000,	the	Company	entered	into	an	agreement	with	ALLTEL,	a	predecessor	entity	to	Verizon	Wireless	to	acquire	towers	through	a 15-year	sublease	agreement.	Pursuant	to	the	agreement,	as	amended,	with	Verizon	Wireless,	the	Company	acquired	rights	to	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	is approximately	$73.2	million	as	of	December	31,	2014.	At	Verizon	Wireless's	option,	at	the	expiration	of	the	sublease,	the	purchase	price	would	be	payable	in	cash	or with	769	shares	of	the	Company's	common	stock	per	tower,	which	would	be	valued	at	approximately	$134.7	million	in	the	aggregate	based	on	the	closing	price	at December	31,	2014.

Guaranties	and	Indemnifications—The	Company	enters	into	agreements	from	time	to	time	in	the	ordinary	course	of	business	pursuant	to	which	it	agrees	to	guarantee	or indemnify	third	parties	for	certain	claims.	The	Company	has	also	entered	into	purchase	and	sale	agreements	relating	to	the	sale	or	acquisition	of	assets	containing customary	indemnification	provisions.	The	Company's	indemnification	obligations	under	these	agreements	generally	are	limited	solely	to	damages	resulting	from breaches	of	representations	and	warranties	or	covenants	under	the	applicable	agreements,	but	do	not	guaranty	future	performance.	In	addition,	payments	under	such indemnification	clauses	are	generally	conditioned	on	the	other	party	making	a	claim	that	is	subject	to	whatever	defenses	the	Company	may	have	and	are	governed	by dispute	resolution	procedures	specified	in	the	particular	agreement.	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,	2014,	is	not	aware	of	any	agreements	that	could	result	in	a	material	payment.

Other	Contingencies—The	Company	is	subject	to	income	tax	and	other	taxes	in	the	geographic	areas	where	it	operates,	and	periodically	receives	notifications	of	audits, assessments	or	other	actions	by	taxing	authorities.	The	Company	evaluates	the	circumstances	of	each	notification	based	on	the	information	available,	and	records	a liability	for	any	potential	outcome	that	is	probable	or	more	likely	than	not	unfavorable,	if	the	liability	is	also	reasonably	estimable.	On	January	21,	2014,	the	Company received	an	income	tax	assessment	in	the	amount	of	22.6	billion	INR	(approximately	$369.0	million	on	the	date	of	assessment),	asserting	tax	liabilities	arising	out	of	a transfer	pricing	review	of	transactions	by	Essar	Telecom	Infrastructure	Private	Limited	("ETIPL"),	and	more	specifically	involving	the	issuance	of	share	capital	and	the determination	by	the	tax	authority	that	an	income	tax	obligation	arose	as	a	result	of	such	issuance.	The	assessment	was	made	with	respect	to	transactions	that	took	place in	the	tax	year	commencing	in	2008,	prior	to	the	Company's	acquisition	of	ETIPL.	Under	the	Company's	definitive	acquisition	agreement	of	ETIPL,	the	seller	is obligated	to	indemnify	and	defend	the	Company	with	respect	to	any	tax-related	liability	that	may	arise	from	activities	prior	to	March	31,	2010.	The	Company	believes that	there	is	no	basis	upon	which	the	tax	assessment	can	be	enforced	under	existing	tax	law	and	accordingly	has	not	recorded	an	obligation	in	the	consolidated	financial statements.	The	assessment	is	being	challenged	with	the	appellate	authorities.

# 20.				SUPPLEMENTAL	CASH	FLOW	INFORMATION

Supplemental	cash	flow	information	and	non-cash	investing	and	financing	activities	for	the	years	ended	December	31,	2014,	2013	and	2012	are	as	follows	(in thousands):

|  | 2014 | 2013 | 2012 |
| :--- | :--- | :--- | :--- |
| Supplemental\tcash\tflow\tinformation: |  |  |  |
| Cash\tpaid\tfor\tinterest | $548,089 | $397,366 | $ 366,458 |
| Cash\tpaid\tfor\tincome\ttaxes\t(net\tof\trefunds\tof\t$8,476,\t$19,701\tand\t$20,847,\trespectively) | 69,212 | 51,676 | 69,277 |
| Non-cash\tinvesting\tand\tfinancing\tactivities: |  |  |  |
| Increase\t(decrease)\tin\taccounts\tpayable\tand\taccrued\texpenses\tfor\tpurchases\tof\tproperty\tand\tequipment\tand |  |  |  |
| construction\tactivities | 1,121 | 9,147 | (10,244) |
| Purchases\tof\tproperty\tand\tequipment\tunder\tcapital\tleases | 36,486 | 27,416 | 19,219 |
| Fair\tvalue\tof\tdebt\tassumed\tthrough\tacquisitions | 463,135 | 1,576,186 | — |
| Settlement\tof\taccounts\treceivable\trelated\tto\tacquisitions | 31,849 | — | — |
| Conversion\tof\tthird-party\tdebt\tto\tequity | 111,181 | — | — |

# 21.				BUSINESS	SEGMENTS

The	Company	operates	in	three	business	segments,	(i)	domestic	rental	and	management,	(ii)	international	rental	and	management	and	(iii)	network	development services.	The	Company's	primary	business	is	leasing	space	on	multi-tenant	communications	sites	to	wireless	service	providers,	radio	and	television	broadcast	companies, wireless	data	and	data	providers,	government	agencies	and	municipalities	and	tenants	in	a	number	of	other	industries.	This	business	is	referred	to	as	the	Company's rental	and	management	operations	and	is	comprised	of	domestic	and	international	segments,	which	as	of	December	31,	2014,	consist	of	the	following:

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

•International:	rental	and	management	operations	in	Brazil,	Chile,	Colombia,	Costa	Rica,	Germany,	Ghana,	India,	Mexico,	Peru,	South	Africa	and	Uganda. In	November	2014,	the	Company	signed	an	agreement	to	acquire	communications	sites	in	Nigeria.

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

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

The	accounting	policies	applied	in	compiling	segment	information	below	are	similar	to	those	described	in	note	1.	Among	other	factors,	in	evaluating	financial performance	in	each	business	segment,	management	uses	segment	gross	margin	and	segment	operating	profit.	The	Company	defines	segment	gross	margin	as	segment revenue	less	segment	operating	expenses	excluding	stock-based	compensation	expense	recorded	in	costs	of	operations;	Depreciation,	amortization	and	accretion; Selling,	general,	administrative	and	development	expense;	and	Other	operating	expenses.	The	Company	defines	segment	operating	profit	as	segment	gross	margin	less Selling,	general,	administrative	and	development	expense	attributable	to	the	segment,	excluding	stock-based

compensation	expense	and	corporate	expenses.	For	reporting	purposes,	the	international	rental	and	management	segment	gross	margin	and	segment	operating	profit	also include	Interest	income,	TV	Azteca,	net.	These	measures	of	segment	gross	margin	and	segment	operating	profit	are	also	before	Interest	income,	Interest	expense,	Gain (loss)	on	retirement	of	long-term	obligations,	Other	income	(expense),	Net	income	(loss)	attributable	to	noncontrolling	interest,	Income	(loss)	on	equity	method investments,	and	Income	tax	benefit	(provision).	The	categories	of	expenses	indicated	above,	such	as	depreciation,	have	been	excluded	from	segment	operating performance	as	they	are	not	considered	in	the	review	of	information	or	the	evaluation	of	results	by	management.	There	are	no	significant	revenues	resulting	from transactions	between	the	Company's	operating	segments.	All	intercompany	transactions	are	eliminated	to	reconcile	segment	results	and	assets	to	the	consolidated statements	of	operations	and	consolidated	balance	sheets.

Summarized	financial	information	concerning	the	Company's	reportable	segments	for	the	years	ended	December	31,	2014,	2013	and	2012	is	shown	in	the	following tables.	The	"Other"	column	(i)	represents	amounts	excluded	from	specific	segments,	such	as	business	development	operations,	stock-based	compensation	expense	and corporate	expenses	included	in	Selling,	general,	administrative	and	development	expense;	Other	operating	expenses;	Interest	income;	Interest	expense;	Gain	(loss)	on retirement	of	long-term	obligations;	and	Other	income	(expense),	and	(ii)	reconciles	segment	operating	profit	to	Income	from	continuing	operations	before	income	taxes and	income	on	equity	method	investments,	as	the	amounts	are	not	utilized	in	assessing	each	segment's	performance.

|  | Rental	and	Management | Rental	and	Management |  | Network |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | Total\tRental\t\tand | Development |  |  |
| Year\tended\tDecember\t31,\t2014 | Domestic | International | Management | Services | Other | Total |
|  |  |  | (in\tthousands) |  |  |  |
| Segment\trevenues | $2,639,790 | $1,367,064 | $4,006,854 | $93,194 |  | $4,100,048 |
| Segment\toperating\texpenses\t(1) | 515,742 | 539,038 | 1,054,780 | 37,648 |  | 1,092,428 |
| Interest\tincome,\tTV\tAzteca,\tnet | — | 10,547 | 10,547 | — |  | 10,547 |
| Segment\tgross\tmargin | 2,124,048 | 838,573 | 2,962,621 | 55,546 |  | 3,018,167 |
| Segment\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpense |  |  |  |  |  |  |
| (1) | 124,944 | 133,978 | 258,922 | 12,469 |  | 271,391 |
| Segment\toperating\tprofit | $1,999,104 | $704,595 | $2,703,699 | $43,077 |  | $2,746,776 |
| Stock-based\tcompensation\texpense |  |  |  |  | $80,153 | 80,153 |
| Other\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpense |  |  |  |  | 96,835 | 96,835 |
| Depreciation,\tamortization\tand\taccretion |  |  |  |  | 1,003,802 | 1,003,802 |
| Other\texpense\t(principally\tinterest\texpense\tand\tother\texpense) |  |  |  |  | 700,282 | 700,282 |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes\tand |  |  |  |  |  |  |
| income\ton\tequity\tmethod\tinvestments |  |  |  |  |  | $865,704 |
| Capital\texpenditures | $576,153 | $374,105 | $950,258 | $— | $24,146 | $974,404 |

(1) Segment	operating	expenses	and	segment	selling,	general,	administrative	and	development	expenses	exclude	stock-based	compensation	expense	of	$1.8	million and	$78.3	million,	respectively.

| Year	ended	December	31,	2013 | Rental	and	Management<br>Domestic | International | Total	Rental		and<br>Management | Network<br>Development<br>Services | Other | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (in\tthousands) |  |  |  |
| Segment\trevenues | $ 2,189,365 | $ 1,097,725 | $3,287,090 | $74,317 |  | $3,361,407 |
| Segment\toperating\texpenses\t(1) | 405,419 | 422,346 | 827,765 | 30,564 |  | 858,329 |
| Interest\tincome,\tTV\tAzteca,\tnet | — | 22,235 | 22,235 | — |  | 22,235 |
| Segment\tgross\tmargin | 1,783,946 | 697,614 | 2,481,560 | 43,753 |  | 2,525,313 |
| Segment\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpense |  |  |  |  |  |  |
| (1) | 103,989 | 123,338 | 227,327 | 9,257 |  | 236,584 |
| Segment\toperating\tprofit | $ 1,679,957 | $574,276 | $2,254,233 | $34,496 |  | $2,288,729 |
| Stock-based\tcompensation\texpense |  |  |  |  | $68,138 | 68,138 |
| Other\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpense |  |  |  |  | 112,367 | 112,367 |
| Depreciation,\tamortization\tand\taccretion |  |  |  |  | 800,145 | 800,145 |
| Other\texpense\t(principally\tinterest\texpense\tand\tother\texpense) |  |  |  |  | 766,330 | 766,330 |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes\tand\nincome\ton\tequity\tmethod\tinvestments |  |  |  |  |  | $541,749 |
| Capital\texpenditures | $416,239 | $277,910 | $694,149 | $— | $30,383 | $724,532 |

| Year	ended	December	31,	2012 | Rental	and	Management<br>Domestic | International | Total	Rental		and<br>Management | Network<br>Development<br>Services | Other | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (in\tthousands) |  |  |  |
| Segment\trevenues | $1,940,689 | $862,801 | $2,803,490 | $72,470 |  | $ 2,875,960 |
| Segment\toperating\texpenses\t(1) | 357,555 | 328,333 | 685,888 | 34,830 |  | 720,718 |
| Interest\tincome,\tTV\tAzteca,\tnet | — | 14,258 | 14,258 | — |  | 14,258 |
| Segment\tgross\tmargin | 1,583,134 | 548,726 | 2,131,860 | 37,640 |  | 2,169,500 |
| Segment\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpense\t(1) | 85,663 | 95,579 | 181,242 | 6,744 |  | 187,986 |
| Segment\toperating\tprofit | $1,497,471 | $453,147 | $1,950,618 | $30,896 |  | $ 1,981,514 |
| Stock-based\tcompensation\texpense |  |  |  |  | $51,983 | 51,983 |
| Other\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpense |  |  |  |  | 89,093 | 89,093 |
| Depreciation,\tamortization\tand\taccretion |  |  |  |  | 644,276 | 644,276 |
| Other\texpense\t(principally\tinterest\texpense\tand\tother\texpense) |  |  |  |  | 494,868 | 494,868 |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes\tand\tincome\non\tequity\tmethod\tinvestments |  |  |  |  |  | $701,294 |
| Capital\texpenditures | $268,997 | $279,004 | $548,001 | $— | $20,047 | $568,048 |

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

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

|  | 2014 | 2013	(1) | 2012 |
| :--- | :--- | :--- | :--- |
| Domestic\trental\tand\tmanagement | $14,348,892 | $13,628,137 | $8,471,169 |
| International\trental\tand\tmanagement\t(2) | 6,776,013 | 6,428,438 | 5,190,987 |
| Network\tdevelopment\tservices | 57,367 | 47,607 | 63,956 |
| Other\t(3) | 149,273 | 179,483 | 363,317 |
| Total\tassets | $21,331,545 | $20,283,665 | $14,089,429 |

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

(3) Balances	include	corporate	assets	such	as	cash	and	cash	equivalents,	certain	tangible	and	intangible	assets	and	income	tax	accounts	which	have	not	been	allocated to	specific	segments.

Summarized	geographic	information	related	to	the	Company's	operating	revenues	for	the	years	ended	December	31,	2014,	2013	and	2012	and	long-lived	assets	as	of December	31,	2014	and	2013,	is	as	follows	(in	thousands):

|  | 2014 | 2013 | 2012 |
| :--- | :--- | :--- | :--- |
| Operating\tRevenues: |  |  |  |
| United\tStates | $2,732,984 | $2,263,682 | $2,013,159 |
| International\t(1): |  |  |  |
| Brazil | 331,089 | 212,201 | 198,068 |
| Chile | 31,756 | 28,978 | 22,114 |
| Colombia | 89,421 | 70,901 | 48,424 |
| Costa\tRica | 16,742 | 4,055 | — |
| Germany | 64,946 | 62,756 | 4,030 |
| Ghana | 95,486 | 92,114 | 81,818 |
| India | 219,566 | 191,355 | 181,863 |
| Mexico | 354,116 | 288,306 | 217,473 |
| Panama\t(2) | 1,243 | 424 | — |
| Peru | 8,078 | 5,824 | 5,310 |
| South\tAfrica | 98,334 | 91,906 | 80,202 |
| Uganda | 56,287 | 48,905 | 23,499 |
| Total\tinternational | 1,367,064 | 1,097,725 | 862,801 |
| Total\toperating\trevenues | $4,100,048 | $3,361,407 | $2,875,960 |

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

(2) In	September	2014,	the	Company	completed	the	sale	of	the	operations	in	Panama.

|  | 2014 | 2013	(1) |
| :--- | :--- | :--- |
| Long-Lived\tAssets\t(2): |  |  |
| United\tStates | $12,843,271 | $12,345,357 |
| International\t(3): |  |  |
| Brazil | 2,162,698 | 1,286,490 |
| Chile | 147,413 | 167,318 |
| Colombia | 320,355 | 390,197 |
| Costa\tRica | 127,436 | 129,229 |
| Germany | 456,698 | 535,883 |
| Ghana | 235,523 | 304,603 |
| India | 616,266 | 610,744 |
| Mexico | 1,189,854 | 1,348,987 |
| Panama\t(4) | — | 17,177 |
| Peru | 61,490 | 58,220 |
| South\tAfrica | 186,270 | 213,316 |
| Uganda | 185,956 | 195,128 |
| Total\tinternational | 5,689,959 | 5,257,292 |
| Total\tlong-lived\tassets | $18,533,230 | $17,602,649 |

(2) Includes	Property	and	equipment,	net,	Goodwill	and	Other	intangible	assets,	net.

The	following	tenants	within	the	domestic	and	international	rental	and	management	segments	and	network	development	services	segment	individually	accounted	for 10%	or	more	of	the	Company's	consolidated	operating	revenues	for	the	years	ended	December	31,	2014,	2013	and	2012	is	as	follows:

# 22.				RELATED	PARTY	TRANSACTIONS

During	the	years	ended	December	31,	2014,	2013,	and	2012,	the	Company	had	no	significant	related	party	transactions.

# 23.				SELECTED	QUARTERLY	FINANCIAL	DATA	(UNAUDITED)

Selected	quarterly	financial	data	for	the	years	ended	December	31,	2014	and	2013	is	as	follows	(in	thousands,	except	per	share	data):

|  | March	31, | Three	Months	Ended<br>June	30, | September	30, | December	31, | Year	Ended<br>December	31, |
| :--- | :--- | :--- | :--- | :--- | :--- |
| 2014: |  |  |  |  |  |
| Operating\trevenues | $984,089 | $ 1,031,457 | $1,038,188 | $1,046,314 | $4,100,048 |
| Cost\tof\toperations\t(1) | 260,769 | 272,275 | 284,202 | 277,019 | 1,094,265 |
| Operating\tincome | 353,637 | 402,499 | 384,807 | 345,979 | 1,486,922 |
| Net\tincome | 193,313 | 221,659 | 206,630 | 181,597 | 803,199 |
| Net\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tstockholders | 202,499 | 234,431 | 207,593 | 180,387 | 824,910 |
| Dividends\tdeclared\ton\tpreferred\tstock | — | (4,375) | (7,700) | (11,813) | (23,888) |
| Net\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tcommon |  |  |  |  |  |
| stockholders | 202,499 | 230,056 | 199,893 | 168,574 | 801,022 |
| Basic\tnet\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tcommon |  |  |  |  |  |
| stockholders | 0.51 | 0.58 | 0.50 | 0.43 | 2.02 |
| Diluted\tnet\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tcommon |  |  |  |  |  |
| stockholders | 0.51 | 0.58 | 0.50 | 0.42 | 2.00 |

|  | March	31, | Three	Months	Ended<br>June	30, | September	30, | December	31, | Year	Ended<br>December	31, |
| :--- | :--- | :--- | :--- | :--- | :--- |
| 2013: |  |  |  |  |  |
| Operating\trevenues | $802,728 | $808,830 | $807,880 | $941,969 | $3,361,407 |
| Cost\tof\toperations\t(1) | 201,766 | 205,709 | 200,829 | 251,569 | 859,873 |
| Operating\tincome | 299,686 | 312,812 | 308,879 | 292,928 | 1,214,305 |
| Net\tincome | 160,948 | 84,113 | 163,222 | 73,925 | 482,208 |
| Net\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tstockholders | 171,407 | 99,821 | 180,123 | 99,982 | 551,333 |
| Dividends\tdeclared\ton\tpreferred\tstock | — | — | — | — | — |
| Net\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tcommon |  |  |  |  |  |
| stockholders | 171,407 | 99,821 | 180,123 | 99,982 | 551,333 |
| Basic\tnet\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tcommon |  |  |  |  |  |
| stockholders | 0.43 | 0.25 | 0.46 | 0.25 | 1.40 |
| Diluted\tnet\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tcommon |  |  |  |  |  |
| stockholders | 0.43 | 0.25 | 0.45 | 0.25 | 1.38 |

(1) Represents	Operating	expenses,	exclusive	of	Depreciation,	amortization	and	accretion,	Selling,	general,	administrative	and	development	expense,	and	Other operating	expense.

# 24.				SUBSEQUENT	EVENTS

Redemption	of	4.625%	Senior	Notes—On	February	11,	2015,	the	Company	redeemed	all	of	the	outstanding	4.625%	senior	notes	due	2015	(the	"4.625%	Notes").	In accordance	with	the	redemption	provisions	and	the	indenture	for	the	4.625%	Notes,	the	4.625%	Notes	were	redeemed	at	a	price	equal	to	100.5898%	of	the	principal amount,	plus	accrued	and	unpaid	interest	up	to,	but	excluding,	February	11,	2015,	for	an	aggregate	purchase	price	of	$613.6	million,	including	approximately	$10.0 million	of	accrued	and	unpaid	interest,	which	was	funded	with	borrowings	under	the	2013	Credit	Facility.	Upon	completion	of	this	redemption,	none	of	the	4.625% Notes	remained	outstanding.

Proposed	Verizon	Transaction—On	February	5,	2015,	the	Company	announced	that	it	has	entered	into	a	definitive	agreement	(the	"Master	Agreement")	pursuant	to which	American	Tower	expects	to	acquire	rights	to	approximately	11,324	wireless	communications	towers	and	purchase	approximately	165	additional	towers	from Verizon	for	$5.056	billion	in	cash	at	closing	(the	"Proposed	Verizon	Transaction"),	subject	to	certain	adjustments.	Under	the	definitive	agreement,	American	Tower	will have	the	exclusive	right	to	lease	and	operate	the	Verizon	towers	for	a	weighted	average	term	of	approximately	28	years.	In	addition,	American	Tower	will	have	fixed price	purchase	options	to	acquire	the	towers	based	on	their	anticipated	fair	market	values	at	the	end	of	the	lease	terms.	The	Master	Agreement	contains	various	covenants and	representations	and	warranties,	which,	among	other	things,	includes	the	right	of	the	Company	and	Verizon	to	terminate	the	Master	Agreement	if	the	Transaction does	not	close	by	August	4,	2015	(subject	to	extension	to	November	2,	2015	in	certain	circumstances).	In	addition,	in	certain	circumstances,	the	Company	may	be required	to	pay	a	termination	fee	of	approximately	$354	million,	in	the	event	that	the	Verizon	parties	have	irrevocably	committed	to	consummate	the	Proposed	Verizon Transaction,	the	conditions	to	the	Company's	obligation	to	close	the	transaction	have	all	been	satisfied	and	the	Company	fails	to	consummate	the	Proposed	Verizon Transaction.

In	addition,	at	closing,	Verizon	will	contract	to	sublease	space	on	the	towers	for	a	minimum	of	10	years	with	monthly	rent	of	$1,900	per	site	and	fixed	annual	rent escalators	of	2%.	Verizon	will	have	customary	renewal	options.	Verizon	will	also	have	access	to	certain	additional	space	on	the	towers	for	its	future	use,	subject	to certain	restrictions.	American	Tower	will	have	the	right	to	sublease	other	available	capacity	on	the	towers	to	additional	tenants.

Amendments	to	Bank	Facilities—On	February	5,	2015	and	February	20,	2015,	the	Company	entered	into	amendment	agreements	with	respect	to	the	2013	Term	Loan,	the 2013	Credit	Facility	and	the	2014	Credit	Facility.	After	giving	effect	to	these	amendments,	the	Company's	permitted	ratio	of	Total	Debt	to	Adjusted	EBITDA	(as defined	in	the	loan	agreements	for	each	of	the	facilities)	is	(i)	6.00	to	1.00	for	the	fiscal	quarters	ended	December	31,	2014	through	the	end	of	the	fiscal	quarter	ending immediately	prior	to	the	closing	of	the	Proposed	Verizon	Transaction,	(ii)	7.25	to	1.00	for	the	first	and	second	fiscal	quarters	ending	on	or	after	the	closing	of	the Proposed	Verizon	Transaction,	(iii)	7.00	to	1.00	for	the	two	subsequent	fiscal	quarters	and	(iii)	6.00	to	1.00	thereafter.	In	addition,	the	maximum	Incremental	Term	Loan Commitments	(as	defined	in	the	agreement	governing	the	2013	Term	Loan)	was	increased	to	$1.0	billion	and	the	maximum	Revolving	Loan	Commitments,	after	giving effect	to	any	Incremental	Commitments	(each	as	defined	in	the	loan	agreements	for	each	of	the	revolving	credit	facilities)	was	increased	to	$3.5	billion	and	$2.5	billion under	the	2013	Credit	Facility	and	the	2014	Credit	Facility,	respectively.	Effective	February	20,	2015,	the	Company	received	incremental	commitments	for	an	additional $500.0	million	under	each	of	the	2013	Term	Loan	and	2014	Credit	Facility	and	$750.0	million	under	the	2013	Credit	Facility.	As	a	result,	the	Company	has	$2.0	billion outstanding	under	the	2013	Term	Loan	and	may	borrow	up	to	$2.0	billion	and	$2.75	billion	under	the	2014	Credit	Facility	and	the	2013	Credit	Facility,	respectively.

Bridge	Facility—In	connection	with	the	signing	of	a	definitive	agreement	for	the	Proposed	Verizon	Transaction	(the	"Master	Agreement"),	the	Company	entered	into	a commitment	letter	(the	"Commitment	Letter"),	dated	February	5,	2015,	with	Goldman	Sachs	Bank	USA	and	Goldman	Sachs	Lending	Partners	LLC	(collectively,	the "Commitment	Parties"),	pursuant	to	which	the	Commitment	Parties	have	committed	to	provide	up	to	$5.05	billion	in	bridge	loans	(the	"Bridge	Loan	Commitment")	to ensure	financing	for	the	Proposed	Verizon	Transaction.	Effective	February	20,	2015,	the	Bridge	Loan	Commitment	was	reduced	to	$3.3	billion	as	a	result	of	an aggregate	of	$1.75	billion	of	additional	committed	amounts	under	the	Company's	existing	bank	facilities,	as	described	above.	The	Bridge	Loan	Commitment	will	be further	reduced	on	a	dollar-for-dollar	basis	by,	among	other	things,	the	net	cash	proceeds	of	any	securities	offering,	debt	incurrence	and	asset	dispositions,	subject	to certain	customary	exceptions.

The	Bridge	Loan	Commitment	will	expire	if	the	Company	does	not	make	any	borrowings	thereunder	on	the	earliest	to	occur	of	(i)	the	consummation	of	the	Proposed Verizon	Transaction,	(ii)	the	termination	of	the	Master	Agreement	or	the	public	announcement	by	the	Company	of	the	abandonment	of	the	Proposed	Verizon Transaction	and	(iii)	August	5,	2015	(or	November	3,	2015,	if	the	Termination	Date	(as	defined	in	the	Master	Agreement)	is	extended	pursuant	to	the	Master Agreement).

The	Commitment	Letter	contains,	and	the	credit	agreement	in	respect	of	the	Bridge	Loan	Commitment,	if	any,	will	contain,	certain	customary	conditions	to	funding, including,	without	limitation,	(i)	no	material	adverse	effect	with	respect	to	Verizon's	land	interests,	towers,	certain	related	improvements	and	tower	related	assets associated	with	each	communications	site	having	occurred	since	December	31,	2014,	(ii)	the	execution	and	delivery	of	definitive	financing	agreements	for	the	Bridge Loan	Commitment	and	(iii)	other	customary	closing	conditions	set	forth	in	the	Commitment	Letter.	The	Company	will	pay	certain	customary	commitment	fees	and,	in the	event	the	Company	makes	any	borrowings,	funding	and	other	fees	in	connection	with	the	Bridge	Loan	Commitment.

# SCHEDULE	III—SCHEDULE	OF	REAL	ESTATE

# AND	ACCUMULATED	DEPRECIATION

|  | AMERICAN	TOWER	CORPORATION	AND	SUBSIDIARIES | AMERICAN	TOWER	CORPORATION	AND	SUBSIDIARIES | AMERICAN	TOWER	CORPORATION	AND	SUBSIDIARIES | AMERICAN	TOWER	CORPORATION	AND	SUBSIDIARIES | AMERICAN	TOWER	CORPORATION	AND	SUBSIDIARIES |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | SCHEDULE\tIII—SCHEDULE\tOF\tREAL\tESTATE\nAND\tACCUMULATED\tDEPRECIATION | SCHEDULE\tIII—SCHEDULE\tOF\tREAL\tESTATE\nAND\tACCUMULATED\tDEPRECIATION | SCHEDULE\tIII—SCHEDULE\tOF\tREAL\tESTATE\nAND\tACCUMULATED\tDEPRECIATION | SCHEDULE\tIII—SCHEDULE\tOF\tREAL\tESTATE\nAND\tACCUMULATED\tDEPRECIATION |  |  |  |  |
|  |  |  |  | Gross\tamount | Accumulated |  |  | Life\ton\t\twhich |
|  |  |  | Cost | carried\tat | depreciation |  |  | depreciation\tin |
|  |  |  | capitalized | close\tof | at\tclose\tof |  |  | latest\tincome |
| Description | Encumbrances | Initial\tcost\nto\tcompany | subsequent\tto\nacquisition | current\nperiod | current\nperiod | Date\tof\nconstruction | Date\nacquired | statements\tis\ncomputed |
| 75,164\tsites\t(1) | $3,510,481(2) | (3) | (3) | \t$10,469,207(4) | \t$(3,613,078) | Various | \tVarious | \tUp\tto\t20\tyears |

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

(2) Certain	assets	secure	debt	of	approximately	$3.5	billion.

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

(4) Does	not	include	those	sites	under	construction.

|  | 2014	(1) | 2013	(1) | 2012 |
| :--- | :--- | :--- | :--- |
| Gross\tamount\tat\tbeginning | $9,921,276 | $8,290,313 | $7,192,641 |
| Additions\tduring\tperiod: |  |  |  |
| Acquisitions\tthrough\tforeclosure | — | — | — |
| Other\tacquisitions\t(2) | 397,837 | 1,415,171 | 739,144 |
| Discretionary\tcapital\tprojects\t(3) | 437,720 | 314,126 | 217,935 |
| Discretionary\tground\tlease\tpurchases\t(4) | 159,637 | 102,991 | 93,990 |
| Redevelopment\tcapital\texpenditures\t(5) | 96,782 | 89,960 | 67,309 |
| Capital\timprovements\t(6) | 41,967 | 58,960 | 70,453 |
| Start-up\tcapital\texpenditures\t(7) | 21,173 | 15,757 | — |
| Other\t(8) | 22,069 | 8,764 | 30,813 |
| Total\tadditions | 1,177,185 | 2,005,729 | \t 1,219,644 |
| Deductions\tduring\tperiod: |  |  |  |
| Cost\tof\treal\testate\tsold\tor\tdisposed | (60,147) | (48,467) | (15,288) |
| Other\t(9) | (569,107) | (243,958) | (80,450) |
| Total\tdeductions: | (629,254) | (292,425) | (95,738) |
| Balance\tat\tend | $10,469,207 | $10,003,617 | $8,316,547 |

(1) Balance	has	been	revised	to	reflect	purchase	accounting	measurement	period	adjustments.

(2) Includes	acquisitions	of	sites.

(3) Includes	amounts	incurred	primarily	for	the	construction	of	new	sites.

(4) Includes	amounts	incurred	to	purchase	or	otherwise	secure	the	land	under	communications	sites.

(5) Includes	amounts	incurred	to	increase	the	capacity	of	existing	sites,	which	results	in	new	incremental	tenant	revenue.

(6) Includes	amounts	incurred	to	maintain	existing	sites.

(7) Includes	amounts	incurred	for	acquisitions	and	new	market	launches	and	costs	that	are	contemplated	in	the	business	cases	for	these	investments.

(8) Primarily	includes	regional	improvements	and	other	additions.

(9) Primarily	includes	foreign	currency	exchange	rate	fluctuations.

|  | 2014 | 2013 | 2012 |
| :--- | :--- | :--- | :--- |
| Gross\tamount\tof\taccumulated\tdepreciation\tat\tbeginning | $(3,297,033) | $(2,968,230) | $(2,646,927) |
| Additions\tduring\tperiod: |  |  |  |
| Depreciation | (457,135) | (408,693) | (344,778) |
| Other | (761) | (264) | (253) |
| Total\tadditions | (457,896) | (408,957) | (345,031) |
| Deductions\tduring\tperiod: |  |  |  |
| Amount\tof\taccumulated\tdepreciation\tfor\tassets\tsold\tor\tdisposed | 20,953 | 17,462 | 10,920 |
| Other\t(1) | 120,898 | 62,692 | 12,808 |
| Total\tdeductions | 141,851 | 80,154 | 23,728 |
| Balance\tat\tend | $(3,613,078) | $(3,297,033) | $(2,968,230) |

# INDEX	TO	EXHIBITS

Pursuant	to	the	rules	and	regulations	of	the	SEC,	the	Company	has	filed	certain	agreements	as	exhibits	to	this	Annual	Report	on	Form	10-K.	These	agreements may	contain	representations	and	warranties	by	the	parties.	These	representations	and	warranties	have	been	made	solely	for	the	benefit	of	the	other	party	or	parties	to	such agreements	and	(i)	may	have	been	qualified	by	disclosures	made	to	such	other	party	or	parties,	(ii)	were	made	only	as	of	the	date	of	such	agreements	or	such	other	date(s) as	may	be	specified	in	such	agreements	and	are	subject	to	more	recent	developments,	which	may	not	be	fully	reflected	in	the	Company's	public	disclosure,	(iii)	may reflect	the	allocation	of	risk	among	the	parties	to	such	agreements	and	(iv)	may	apply	materiality	standards	different	from	what	may	be	viewed	as	material	to	investors. Accordingly,	these	representations	and	warranties	may	not	describe	the	Company's	actual	state	of	affairs	at	the	date	hereof	and	should	not	be	relied	upon.

The	exhibits	below	are	included,	either	by	being	filed	herewith	or	by	incorporation	by	reference,	as	part	of	this	Annual	Report	on	Form	10-K.	Exhibits	are identified	according	to	the	number	assigned	to	them	in	Item	601	of	SEC	Regulation	S-K.	Documents	that	are	incorporated	by	reference	are	identified	by	their	Exhibit number	as	set	forth	in	the	filing	from	which	they	are	incorporated	by	reference.	The	filings	of	the	Registrant	from	which	various	exhibits	are	incorporated	by	reference into	this	Annual	Report	are	indicated	by	parenthetical	numbering	which	corresponds	to	the	following	key:

| Exhibit	No. | Description	of	Document | Exhibit	File	No. |
| :--- | :--- | :--- |
| 2.1 | Agreement\tand\tPlan\tof\tMerger\tby\tand\tbetween\tAmerican\tTower\tCorporation\tand\tAmerican\tTower\tREIT,\tInc.,\tdated\tas |  |
|  | of\tAugust\t24,\t2011 | 2.1(16) |
| 3.1 | Restated\tCertificate\tof\tIncorporation\tof\tthe\tCompany\tas\tfiled\twith\tthe\tSecretary\tof\tState\tof\tthe\tState\tof\tDelaware, |  |
|  | effective\tas\tof\tDecember\t31,\t2011 | 3.1(18) |
| 3.2 | Certificate\tof\tMerger,\teffective\tas\tof\tDecember\t31,\t2011 | 3.2(18) |
| 3.3 | Amended\tand\tRestated\tBy-Laws\tof\tthe\tCompany,\teffective\tas\tof\tMay\t21,\t2013 | 3.1(24) |
| 3.4 |  |  |
|  | the\tSecretary\tof\tState\tof\tthe\tState\tof\tDelaware,\teffective\tas\tof\tMay\t12,\t2014 | 3.1(30) |
| 4.1 | Indenture,\tdated\tas\tof\tOctober\t1,\t2007,\tby\tand\tbetween\tthe\tCompany\tand\tThe\tBank\tof\tNew\tYork,\tas\tTrustee,\tfor\tthe |  |
|  | 7.00%\tSenior\tNotes\tdue\t2017,\tincluding\tthe\tform\tof\t7.00%\tSenior\tNote | 10.2(6) |
| 4.2 | Indenture\tdated\tas\tof\tJune\t10,\t2009,\tby\tand\tbetween\tthe\tCompany\tand\tThe\tBank\tof\tNew\tYork\tMellon\tTrust\tCompany |  |
|  | N.A.,\tas\tTrustee,\tfor\tthe\t7.25%\tSenior\tNotes\tdue\t2019 | 10.1(10) |
| 4.3 | Indenture\tdated\tas\tof\tOctober\t20,\t2009,\tby\tand\tbetween\tthe\tCompany\tand\tThe\tBank\tof\tNew\tYork\tMellon\tTrust |  |
|  | Company\tN.A.,\tas\tTrustee,\tfor\tthe\t4.625%\tSenior\tNotes\tdue\t2015 | 10.1(11) |
| 4.4 |  |  |
|  | as\tTrustee | 4.3(13) |
| 4.5 | Indenture\tdated\tMay\t23,\t2013,\tby\tand\tbetween\tthe\tCompany\tand\tU.S.\tBank\tNational\tAssociation,\tas\tTrustee | 4.12(25) |
| 4.6 |  |  |
|  | and\tThe\tBank\tof\tNew\tYork\tMellon\tTrust\tCompany\tN.A.,\tas\tTrustee,\tfor\tthe\t5.05%\tSenior\tNotes\tdue\t2020 | 4(14) |
| 4.7 |  |  |
|  | and\tThe\tBank\tof\tNew\tYork\tMellon\tTrust\tCompany\tN.A.,\tas\tTrustee,\tfor\tthe\t4.50%\tSenior\tNotes\tdue\t2018 | 4.1(15) |

| Exhibit	No. | Description	of	Document | Exhibit	File	No. |
| :--- | :--- | :--- |
| 10.6 | Notice\tof\tGrant\tof\tNonqualified\tStock\tOption\tand\tOption\tAgreement\t(Non-Employee\tDirector)\tPursuant\tto\tthe\tAmerican |  |
|  | Tower\tCorporation\t2007\tEquity\tIncentive\tPlan | 10.4(5)* |
| 10.7 |  |  |
|  | Corporation\t2007\tEquity\tIncentive\tPlan | 10.8(22)* |
| 10.8 |  |  |
|  | Incentive\tPlan | 10.9(22)* |
| 10.9 |  |  |
|  | Tower\tCorporation\t2007\tEquity\tIncentive\tPlan | 10.1(33)* |
| 10.10 | Noncompetition\tand\tConfidentiality\tAgreement\tdated\tas\tof\tJanuary\t1,\t2004\tbetween\tAmerican\tTower\tCorporation\tand |  |
|  | William\tH.\tHess | 10.10(2)* |
| 10.11 | Amendment,\tdated\tAugust\t6,\t2009,\tto\tNoncompetition\tand\tConfidentiality\tAgreement\tdated\tas\tof\tJanuary\t1,\t2004\tbetween |  |
|  | American\tTower\tCorporation\tand\tWilliam\tH.\tHess | 10.1(7)* |
| 10.12 | First\tAmended\tand\tRestated\tLoan\tand\tSecurity\tAgreement,\tdated\tas\tof\tMarch\t15,\t2013,\tby\tand\tbetween\tAmerican\tTower |  |
|  | American\tTower\tTrust\tI\tSecured\tTower\tRevenue\tSecurities,\tas\tLender | 10.1(23) |
| 10.13 | First\tAmended\tand\tRestated\tManagement\tAgreement,\tdated\tas\tof\tMarch\t15,\t2013,\tby\tand\tbetween\tAmerican\tTower\tAsset |  |
|  | Sub,\tLLC\tand\tAmerican\tTower\tAsset\tSub\tII,\tLLC,\tas\tOwners,\tand\tSpectraSite\tCommunications,\tLLC,\tas\tManager | 10.2(23) |
| 10.14 | First\tAmended\tand\tRestated\tCash\tManagement\tAgreement,\tdated\tas\tof\tMarch\t15,\t2013,\tby\tand\tamong\tAmerican\tTower |  |
|  | American\tTower\tTrust\tI\tSecured\tTower\tRevenue\tSecurities,\tas\tLender,\tMidland\tLoan\tServices,\ta\tDivision\tof\tPNC\tBank, |  |
|  | Manager | 10.3(23) |
| 10.15 | First\tAmended\tand\tRestated\tTrust\tand\tServicing\tAgreement,\tdated\tas\tof\tMarch\t15,\t2013,\tby\tand\tamong\tAmerican\tTower |  |
|  | Depositor\tSub,\tLLC,\tas\tDepositor,\tMidland\tLoan\tServices,\ta\tDivision\tof\tPNC\tBank,\tNational\tAssociation,\tas\tServicer,\tand |  |
|  | U.S.\tBank\tNational\tAssociation,\tas\tTrustee | 10.4(23) |
| 10.16 |  |  |
|  | Inc.\tand\tAmerican\tTower\tCorporation,\tdated\t,\t2001 | 2.1(1) |
| 10.17 |  |  |
|  | American\tTower\tCorporation,\tdated\tDecember\t19,\t2000 | 2.2(1) |
| 10.18 |  |  |
|  | Quarterly\tReport\ton\tForm\t10-Q\t(File\tNo.\t000-27217)\tfiled\ton\tMay\t11,\t2001) | 10.2 |

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

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


what is the percentage change in aggregate rent expense from 2012 to 2013?
aggregate_rent_expense_2013 = 495.2
aggregate_rent_expense_2012 = 419.0
change = aggregate_rent_expense_2013 - aggregate_rent_expense_2012
percent_change = change / aggregate_rent_expense_2012
answer = percent_change * 100