Crown Castle
Annual Report 2010

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549___________________________________FORM 10-K __________________________xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2010or oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission File Number 001-16441 __________________________CROWN CASTLE INTERNATIONAL CORP.(Exact name of registrant as specified in its charter) __________________________ Delaware 76-0470458(State or other jurisdictionof incorporation or organization) (I.R.S. EmployerIdentification No.) 1220 Augusta Drive, Suite 500, Houston Texas 77057-2261(Address of principal executive offices) (Zip Code)(713) 570-3000(Registrant's telephone number, including area code) Securities Registered Pursuant toSection 12(b) of the Act Name of Each Exchangeon Which RegisteredCommon Stock, $.01 par value New York Stock ExchangeRights to Purchase Series A ParticipatingCumulative Preferred Stock New York Stock ExchangeSecurities Registered Pursuant to Section 12(g) of the Act: NONE. __________________________Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Role 405 of the Securities Act. Yes x No oIndicated by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No xIndicate 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 12months (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 oIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive DataFile required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and postsuch files). Yes x No oIndicate 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'sknowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. xIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definitions of a "largeaccelerated filer," "accelerated filer" and "smaller reporting company" in rule 12B-2 of the Exchange Act. Large accelerated filer x Accelerated filer o Non-acceleratedfiler o Smaller reporting company oIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No xThe aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $10.4 billion as of June 30, 2010, the lastbusiness day of the registrant's most recently completed second fiscal quarter, based on the New York Stock Exchange closing price onthat day of $37.26 per share.Applicable Only to Corporate RegistrantsAs of February 5, 2011, there were 290,888,523 shares of Common Stock outstanding.Documents Incorporated by ReferenceThe information required to be furnished pursuant to Part III of this Form 10-K will be set forth in, and incorporated by reference from, the registrant's definitive proxy statementfor the annual meeting of stockholders (the "2011 Proxy Statement"), which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscalyear ended December 31, 2010. CROWN CASTLE INTERNATIONAL CORP.TABLE OF CONTENTS Page PART I Item 1. Business1Item 1A. Risk Factors7Item 1B. Unresolved Staff Comments12Item 2. Properties12Item 3. Legal Proceedings13Item 4. Removed and Reserved13 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities13Item 6. Selected Financial Data14Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations17Item 7A. Quantitative and Qualitative Disclosures About Market Risk31Item 8. Financial Statements and Supplementary Data34Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure67Item 9A. Controls and Procedures67Item 9B. Other Information69 PART III Item 10. Directors and Executive Officers of the Registrant69Item 11. Executive Compensation69Item 12. Security Ownership of Certain Beneficial Owners and Management69Item 13. Certain Relationships and Related Transactions69Item 14. Principal Accountant Fees and Services69 PART IV Item 15. Exhibits, Financial Statement Schedules70 Signatures78Cautionary Language Regarding Forward-Looking StatementsThis Annual Report on Form 10-K contains forward-looking statements that are based on our management's expectations as of the filing date of thisreport with the Securities and Exchange Commission ("SEC"). Statements that are not historical facts are hereby identified as forward-looking statements. Inaddition, words such as "estimate," "anticipate," "project," "plan," "intend," "believe," "expect," "likely," "predicted," and similar expressions are intendedto identify forward-looking statements. Such statements include plans, projections and estimates contained in "Item 1. Business," "Item 3. LegalProceedings," "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A") and "Item 7A.Quantitative and Qualitative Disclosures About Market Risk" herein. Such forward-looking statements include (1) expectations regarding anticipated growthin the wireless communication industry, carriers' investments in their networks, new tenant additions and demand for our towers, (2) availability of cashflows for, and plans regarding, future discretionary investments including capital expenditures, (3) anticipated growth in future revenues, margins, andoperating cash flows, and (4) expectations regarding the credit markets, our availability and cost of capital, and our ability to service our debt and complywith debt covenants.Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including prevailing market conditions, the risk factorsdescribed under "Item 1A. Risk Factors" herein and other factors. Should one or more of these risks or uncertainties materialize, or should underlyingassumptions prove incorrect, actual results may vary materially from those expected. Unless this Form 10-K indicates otherwise or the context otherwise requires, the terms, "we," "our," "our company," "the company" or "us" as used in thisForm 10-K refer to Crown Castle International Corp. ("CCIC"), a Delaware corporation organized on April 20, 1995, and its subsidiaries. Unless this Form10-K indicates otherwise or the context otherwise requires, the terms "CCUSA" and "in the U.S." refer to our CCUSA segment while the terms "CCAL" and“in Australia” refer to our CCAL segment.PART I Item 1. BusinessOverviewWe own, operate and lease towers and other wireless infrastructure, including distributed antenna system ("DAS") networks in the U.S. and rooftopinstallations (unless the context otherwise suggests or requires, references herein to "towers" include such other wireless infrastructure). Our core business isrenting space on our towers via long-term contracts in various forms, including license, sublease and lease agreements (collectively, "contracts"). Our towerscan accommodate multiple customers ("co-location") for antennas and other equipment necessary for the transmission of signals for wireless communicationdevices. We seek to increase our site rental revenues by adding more tenants on our towers, which we expect to result in significant incremental cash flows dueto our relatively fixed tower operating costs.Information concerning our towers as of December 31, 2010 is as follows:• We owned, leased or managed approximately 23,900 towers, inclusive of 43 completed DAS networks with a varying number of discrete antennalocations ("nodes").• We have approximately 22,300 towers in the United States, including Puerto Rico ("U.S."), and approximately 1,600 towers in Australia.• Approximately 54% and 71% of our towers in the U.S. are located in the 50 and 100 largest U.S. basic trading areas ("BTAs"), respectively. Ourtowers have a significant presence in 92 of the top 100 BTAs in the U.S. In Australia, 57% of our towers are located in the six major metropolitanareas.• We owned in fee or had perpetual or long-term easements in the land and other property interests (collectively, "land") on which approximately 34%of our site rental gross margin is derived, and we leased, subleased or licensed (collectively "leased") the land on which approximately 65% of oursite rental gross margin is derived. In addition, we managed approximately 600 towers owned by third parties. The leases for the land under ourtowers had an average remaining life of approximately 31 years, weighted based on site rental gross margin.Information concerning our customers and site rental contracts as of December 31, 2010 is as follows: • Our customers include many of the world's major wireless communications companies. In the U.S., Verizon Wireless, AT&T, Sprint Nextel("Sprint") and T-Mobile accounted for a combined 77% and 73% of our 2010 CCUSA and consolidated revenues, respectively. In Australia, ourcustomers include Telstra, Optus and a joint venture between Vodafone and Hutchison ("VHA").• Revenues derived from our site rental business represented 91% of our 2010 consolidated revenues.• Our site rental revenues are of a recurring nature, and typically in excess of 90% have been contracted for in a prior year.• Our site rental revenues typically result from long-term contracts with (1) initial terms of five to 15 years, (2) multiple renewal periods at theoption of the tenant of five to ten years each, (3) limited termination rights for our customers, and (4) contractual escalations of the rental price.• Our customer contracts have a weighted-average remaining life of approximately eight years, exclusive of renewals at the customers' option, andrepresent $15.3 billion of expected future cash inflows.To a lesser extent, we also provide certain network services relating to our towers, primarily consisting of antenna installations and subsequentaugmentations, as well as the following additional services: site acquisition, architectural and engineering, zoning and permitting, other construction and otherservices related to network development.StrategyOur strategy is to increase long-term stockholder value by translating anticipated future growth in our core site rental business into growth of our resultsof operations on a per share basis. We believe our strategy is consistent with our mission to deliver the highest level of service to our customers at all times –striving to be their critical partner as we assist them in growing efficient, ubiquitous wireless networks. The key elements of our strategy are to:• Organically grow the revenues and cash flows from our towers. We seek to maximize the site rental revenues derived1from our towers by co-locating additional tenants on our towers through long-term contracts as our customers deploy and improve their wirelessnetworks. We seek to maximize additional new tenant additions or modifications of existing installations (collectively, "new tenant additions")through our focus on customer service and deployment speed and by leveraging our web-based proprietary tools. Due to the relatively fixed natureof the costs to operate our towers (which tend to increase at approximately the rate of inflation), we expect the increased revenues from rent receivedfrom additional co-locations and the related subsequent impact from contracted escalations to result in incremental site rental gross margin andgrowth in our operating cash flows. We believe there is considerable additional future demand for our existing towers based on their location andthe anticipated growth in the wireless communications industry.• Allocate capital efficiently. We seek to allocate our available capital, including the cash produced by our operations, in a manner that will enhanceper share operating results. During 2010, we increased our discretionary investments from 2009 levels, as a result of the financial flexibilityafforded by financing activities completed during 2009 and 2010 that extended our debt maturities. Our discretionary investments havehistorically included those shown below (in no particular order):◦ purchase shares of our common stock ("common stock") from time to time;◦ acquire towers;◦ acquire land under towers;◦ selectively construct towers;◦ make improvements and structural enhancements to our existing towers; and◦ purchase or redeem our debt or preferred stock.Our long-term strategy is based on our belief that additional demand for our towers will be created by the expected continued growth in the wirelesscommunications industry, which is predominately driven by the demand for wireless voice and data services by consumers. We believe that additionaldemand for wireless infrastructure will create future growth opportunities for us. We believe that such demand for our towers will continue, will result inorganic growth of our revenues due to the co-location of additional tenants on our existing towers and will create other growth opportunities for us such asdemand for new towers. However, our results of operations may not always be indicative of the extent of changing demand for our towers in any given periodas a result of the application of straight-line accounting.During 2010, consumer demand for wireless data services continued to grow, driven by user-friendly wireless devices, such as smartphones, high speednetworks and a robust offering of software applications. This growth in data services is in contrast to the slowing growth rate in voice services as the role ofwireless devices expands. The following is a discussion of the recent growth and our expectations for growth trends in the U.S. wireless communicationsindustry:• We expect that consumers' growing demands for network speed and quality will likely result in wireless carriers continuing their focus onimproving network quality and expanding capacity by adding additional antennas and other equipment for the transmission of their services in aneffort to improve customer retention and satisfaction.• Our customers have introduced, and we believe they plan to continue to deploy, next generation wireless technologies, including 3G and 4G, inresponse to consumer demand for high speed networks. We expect these next generation technologies and others, including LTE, HSPA+ andWiMAX, to translate into additional demand for tower space, although the timing and rate of this growth is difficult to predict.• We have seen, and anticipate there could be other, new entrants into the wireless communications industry that should deploy regional or nationalwireless networks for voice and data services.• Spectrum licensed by the Federal Communications Commission ("FCC") in 2006 and 2008 has enabled next generation networks, and we expectthese and future auctions should continue to enable next generation networks in the U.S.• Consumers are increasing their use of wireless voice and data services according to recent U.S. wireless industry reports.◦ Wireless data services grew in 2010 as consumers increased their wireless use of e-mail, internet, social networking, music and videosharing. Wireless data service revenues for the first half of 2010 were nearly $25 billion, which represents a 27% increase over the firsthalf of 2009 and accounted for more than 25% of all wireless services revenues.(a) ◦ Wireless connections were nearly 293 million as of June 30, 2010, which represents a year-over-year increase of over 16 millionsubscribers, or 6%.(a)◦ Wireless data consumption per line increased by 450% between the first quarter of 2009 and the second quarter of 2010.(b) ◦ Wireless devices are trending toward more bandwidth intensive devices such as smartphones, laptops, netbooks, tablets and otheremerging and embedded devices. In particular smartphone shipments are expected to grow by 55% in 2010 from 2009.(c) Despite thegrowth in smartphones, market penetration for smartphones was approximately 30% at the end of 2010 and is expected to surpass 50%by the end of 2011.(d) ◦ Access to the internet by mobile devices has continued to grow during 2010 with 59% of the U.S. population2accessing the internet on their phones in 2010, up from 25% in 2009.(e) ________________________(a) Source: Cellular Telecommunications & Internet Association ("CTIA")(b) Source: Federal Communications Commission(c) Source: International Data Corporation ("IDC")(d) Source: Morgan Stanley Research(e) Source: Pew Research Center2010 Highlights and Recent DevelopmentsSee "Item 7. MD&A" and our consolidated financial statements for a discussion of developments and activities occurring in 2010, including therefinancing of $3.5 billion face value of debt and the settlement of all remaining forward-starting interest rate swaps.The CompanyVirtually all of our operations are located in the U.S. and Australia. We conduct our operations principally through subsidiaries of Crown CastleOperating Company ("CCOC"), including (1) certain subsidiaries which operate our tower portfolios in the U.S. and (2) a 77.6% owned subsidiary thatoperates our Australia tower portfolio. For more information about our operating segments, as well as financial information about the geographic areas in whichwe operate, see note 16 to our consolidated financial statements and "Item 7. MD&A."CCUSASite Rental. The core business of CCUSA is the renting of antenna space on our towers, including co-locating tenants on our indoor and outdoor DASnetworks, which are located in areas in which zoning restrictions or other barriers may prevent or delay the deployment of a tower and often are attached topublic right-of-way infrastructure such as utility poles and street lights. We predominately rent space to wireless carriers under long-term contracts for theirantennas which transmit a variety of signals related to wireless voice and data. As a result, we believe our towers are integral to our customers' network andtheir ability to serve their customers.Most of our CCUSA towers were acquired from the four largest wireless carriers (or their predecessors) through transactions consummated during thelast decade, including (1) approximately 10,700 towers from Global Signal Inc. ("Global Signal") in 2007, of which approximately 6,600 were originallyacquired from Sprint, (2) approximately 4,800 towers during 1999 to 2000 from companies now part of Verizon Wireless, (3) approximately 2,700 towersduring 1999 to 2000 from companies now part of AT&T, as well as (4) other smaller acquisitions from companies now part of T-Mobile and otherindependent tower operators.We generally receive monthly rental payments from tenants, payable under long-term contracts. We have existing master lease agreements with mostwireless carriers, including Verizon Wireless, AT&T, Sprint, T-Mobile and Clearwire, which provide certain terms (including economic terms) that governcontracts on our towers entered into by such parties during the term of their master lease agreements. Over the last several years, we have negotiated 15-yearterms for both initial and renewal periods for certain of our customers, which often included fixed escalations. We continue to endeavor to negotiate with ourexisting customer base for longer contractual terms, which often may contain fixed escalation rates.Our customer contracts have a high renewal rate because of (1) the integral nature of our towers within our customers' networks, (2) customers' costassociated with relocation of their antennas and other equipment to another tower, and (3) zoning and other barriers associated with the construction of newtowers. With limited exceptions, the customer contracts may not be terminated. In general, each customer contract which is renewable will automatically renewat the end of its term unless the customer provides prior notice of its intent not to renew.See note 15 to our consolidated financial statements for a tabular presentation of the minimum rental cash payments due to us by tenants pursuant tocontract agreements without consideration of tenant renewal options.The average monthly rental payment of a new tenant added to a tower varies based on (1) the different regions in the U.S., (2) aggregate customervolume, and (3) the type of signal transmitted by the tenant, primarily as a result of the physical size of the antenna installation and related equipment. Wealso routinely receive rental payment increases in connection with contract amendments, pursuant to which our customers add additional antennas or otherequipment to towers on which they already have equipment pursuant to pre-existing contract agreements.Approximately two-thirds of our direct site operating expenses consist of ground lease expenses and the remainder includes property taxes, repairs andmaintenance, employee compensation and related benefit costs, and utilities. Our cash operating expenses tend to escalate at approximately the rate of inflation,partially offset by reductions in cash ground lease expenses from our purchases of land. As a result of the relatively fixed nature of these expenditures, the co-location of additional tenants is3achieved at a low incremental operating cost, resulting in high incremental operating cash flows. Our tower portfolio requires minimal sustaining capitalexpenditures, including tower maintenance and other non-discretionary capital expenditures, and are typically less than 2% of site rental revenues.We have an agreement to provide certain management, construction and acquisition services for a third party as to certain tower opportunities in the U.S.with an initial period through March 2011. The arrangement was entered into to permit us to maintain our construction and acquisition capabilities andexpertise and further our good relationships with certain major customers with limited capital commitments and expenditures as to such towers.Network Services. To a lesser extent, we also offer wireless communication companies and their agents certain network services relating to our towers.For 2010, approximately 71% of network services and other revenues related to antenna installations and subsequent augmentation (collectively, "installationservices"), and the remainder related to the following additional services: site acquisition, architectural and engineering, zoning and permitting, otherconstruction and other services related to network development. We do not always provide the installation services on our towers as the customer may obtain athird party to complete these services, as reflected in our quarterly market share for installation services on our towers, which has ranged between one-quarterto two-thirds over the last two years (see also "—Competition" below). We have grown our network services business over the last several years as a result ofour focus on customer service and increasing our market share for installation services on our towers. We have the capability and expertise to install, with theassistance of our network of subcontractors, equipment and antenna systems for our customers. These activities are typically non-recurring and highlycompetitive, with a number of local competitors in most markets. Nearly all of our antenna installation services are billed on a cost-plus profit basis.Customers. We work extensively with large national wireless carriers, and in general, our customers are primarily comprised of providers of wirelessvoice and data services who operate national or regional networks. The following table summarizes the net revenues from our four largest customers expressedas a percentage of CCUSA's and our consolidated revenues for 2010. See "Item 1A. Risk Factors." Customer% of 2010CCUSANet Revenues % of 2010ConsolidatedNet RevenuesAT&T22% 21%Verizon Wireless22% 21%Sprint21% 20%T-Mobile12% 11%Total77% 73%In addition to our four largest customers, new tenant additions for 2010 were derived from customers offering emerging wireless technologies, such asthose offering wireless data only technologies and, to a lesser extent, national wireless carriers other than those mentioned in the table above, such as thoseoffering flat rate calling plans. New entrants in the wireless industry are emerging as new technologies become available, including Clearwire, a provider ofWiMAX wireless mobile data services.Sales and Marketing. The CCUSA sales organization markets our towers within the wireless communications industry with the objectives of rentingspace on existing towers and on new towers prior to construction as well as obtaining network services related to our towers. We seek to become the criticalpartner and preferred independent tower provider for our customers and increase customer satisfaction relative to our peers by leveraging our (1) technologicaltools, (2) process centric approach, and (3) customer relationships.We use public and proprietary databases to develop targeted marketing programs focused on carrier network expansions, including DAS networks, andany related network services. We attempt to match specific towers in our portfolio with potential new site demand by obtaining and analyzing information,including our customers' existing antenna locations, tenant contracts, marketing strategies, capital spend plans, deployment status, and actual wireless carriersignal strength measurements taken in the field. We have developed a web-based tool that stores key tower information above and beyond normal propertymanagement information, including data on actual customer signal strength, demographics, site readiness and competitive structures. In addition, the web-based tool assists us in estimating potential demand for our towers with greater speed and accuracy. We believe these and other tools we have developed assistour customers in their site selection and deployment of their wireless networks and provide us with an opportunity to have proactive discussions with themregarding their wireless infrastructure deployment plans and the timing and location of their demand for our towers. A key aspect to our sales and marketingstrategy is a continued emphasis on our process-centric approach to reduce cycle time related to new leasing and amendments, which helps provide ourcustomers with faster deployment of their networks.A team of national account directors maintains our relationships with our largest customers. These directors work to develop4tower leasing and network service opportunities, as well as to ensure that customers' tower needs are efficiently translated into new leases on our towers. Salespersonnel in our area offices develop and maintain local relationships with our customers that are expanding their networks, entering new markets, bringingnew technologies to market or requiring maintenance or add-on business. In addition to our full-time sales and marketing staff, a number of senior managersand officers spend a significant portion of their time on sales and marketing activities and call on existing and prospective customers.Competition. CCUSA competes with (1) other independent tower owners which also provide site rental and network services, (2) wireless carrierswhich build, own and operate their own tower networks and lease space to other wireless communication companies, and (3) owners of alternative facilities,including rooftops, water towers, broadcast towers, DAS networks, and utility poles. Some of the larger independent tower companies with which CCUSAcompetes in the U.S. include American Tower Corporation, SBA Communications Corporation, Global Tower Partners and TowerCo. Wireless carriers thatown and operate their own tower networks generally are substantially larger and have greater financial resources than we have. We believe that tower locationand capacity, deployment speed, quality of service and price have been and will continue to be the most significant competitive factors affecting the leasing ofa tower.Competitors in the network services business include site acquisition consultants, zoning consultants, real estate firms, right-of-way consulting firms,construction companies, tower owners and managers, radio frequency engineering consultants, telecommunications equipment vendors who can provideturnkey site development services through multiple subcontractors, and our customers' internal staffs. We believe that our customers base their decisions onthe outsourcing of network services on criteria such as a company's experience, track record, local reputation, price and time for completion of a project.CCALOur primary business in Australia is the renting of antenna space on towers to our customers. CCAL is owned 77.6% by us and 22.4% by PermanentNominees (Aust) Ltd, acting on behalf of a group of professional and private investors led by Todd Capital Limited. CCAL is the largest independent toweroperator in Australia. As of December 31, 2010, CCAL had approximately 1,600 towers with 57% of such towers located in the six major metropolitan areas,including Sydney, Melbourne, Brisbane, Perth, Adelaide and the Australian Capital Territory. The majority of CCAL's towers were acquired from Optus (in2000) and Vodafone (in 2001). CCAL also provides a range of services including site maintenance and property management services for towers owned bythird parties.For 2010, CCAL comprised 5% of our consolidated net revenues. CCAL's principal customers are Telstra, Optus and VHA, which collectivelyaccounted for approximately 93% of CCAL's 2010 revenues. In June 2009, Vodafone and Hutchison merged their Australian operations in a joint venturenamed VHA Pty Ltd., with the intention to market primarily under the name Vodafone.In Australia, CCAL competes with wireless carriers, which own and operate their own tower networks; service companies that provide site maintenanceand property management services; and other site owners, such as broadcasters and building owners. The other significant tower owners in Australia areBroadcast Australia, an independent operator of broadcast towers, and Telstra and Optus, wireless carriers. We believe that tower location, capacity, quality ofservice, deployment speed and price within a geographic market are the most significant competitive factors affecting the leasing of a tower.EmployeesAt January 31, 2011, we employed approximately 1,200 people worldwide, including approximately 1,100 in the U.S. We are not a party to anycollective bargaining agreements. We have not experienced any strikes or work stoppages, and management believes that our employee relations are satisfactory.Regulatory and Environmental MattersTo date, we have not incurred any material fines or penalties or experienced any material adverse effects to our business as a result of any domestic orinternational regulations. The summary below is based on regulations currently in effect, and such regulations are subject to review and modification by theapplicable governmental authority from time to time. If we fail to comply with applicable laws and regulations, we may be fined or even lose our rights toconduct some of our business.United StatesWe are required to comply with a variety of federal, state and local regulations and laws in the U.S., including the FCC and Federal AviationAdministration ("FAA") regulations and those discussed under "—Environmental" below.Federal Regulations. Both the FCC and the FAA regulate towers used for wireless communications, radio and television broadcasting. Such regulationscontrol the siting, lighting and marking of towers and may, depending on the characteristics of particular towers, require the registration of tower facilities withthe FCC and the issuance of determinations confirming no hazard5to air traffic. Wireless communications devices operating on towers are separately regulated and independently licensed based upon the particular frequencyused. In addition, the FCC and the FAA have developed standards to consider proposals for new or modified tower and antenna structures based upon theheight and location, including proximity to airports. Proposals to construct or to modify existing tower and antenna structures above certain heights arereviewed by the FAA to ensure the structure will not present a hazard to aviation, which determination may be conditioned upon compliance with lighting andmarking requirements. The FCC requires its licensees to operate communications devices only on towers that comply with FAA rules and are registered withthe FCC, if required by its regulations. Where tower lighting is required by FAA regulation, tower owners bear the responsibility of notifying the FAA of anytower lighting outage and ensuring the timely restoration of such outages. Failure to comply with the applicable requirements may lead to civil penalties.Local Regulations. The U.S. Telecommunications Act of 1996 amended the Communications Act of 1934 to preserve state and local zoning authorities'jurisdiction over the siting of communications towers. The law, however, limits local zoning authority by prohibiting actions by local authorities thatdiscriminate between different service providers of wireless services or ban altogether the provision of wireless services. Additionally, the law prohibits stateand local restrictions based on the environmental effects of radio frequency emissions to the extent the facilities comply with FCC regulations.Local regulations include city and other local ordinances (including subdivision and zoning ordinances), approvals for construction, modification andremoval of towers, and restrictive covenants imposed by community developers. These regulations vary greatly, but typically require us to obtain approvalfrom local officials prior to tower construction. Local zoning authorities may render decisions that prevent the construction or modification of towers or placeconditions on such construction or modifications that are responsive to community residents' concerns regarding the height, visibility and other characteristicsof the towers. To expedite the deployment of wireless networks, the FCC issued a declaratory ruling in November 2009 establishing timeframes for the reviewof applications by local and state governments of 90 days for co-locations and 150 days for new tower construction. If a jurisdiction fails to act within thesetimeframes, the applicant may file a claim for relief in court. Notwithstanding this declaratory ruling, decisions of local zoning authorities may also adverselyaffect the timing and cost of tower construction and modification.Environmental. We are required to comply with a variety of federal, state and local environmental laws and regulations protecting environmental quality,including air and water quality and wildlife protection. To date, we have not incurred any material fines or penalties or experienced any material adverse effectsto our business as a result of any domestic or international environmental regulations or matters. See "Item 1A. Risk Factors."The construction of new towers and, in some cases, the modification of existing towers in the U.S. may be subject to environmental review under theNational Environmental Policy Act of 1969, as amended ("NEPA"), which requires federal agencies to evaluate the environmental impact of major federalactions. The FCC has promulgated regulations implementing NEPA which require applicants to investigate the potential environmental impact of the proposedtower construction. Should the proposed tower construction present a significant environmental impact, the FCC must prepare an environmental impactstatement, subject to public comment. If the proposed construction or modification of a tower may have a significant impact on the environment, the FCC'sapproval of the construction or modification could be significantly delayed.Our operations are subject to federal, state and local laws and regulations relating to the management, use, storage, disposal, emission, and remediationof, and exposure to, hazardous and non-hazardous substances, materials and wastes. As an owner, lessee or operator of real property, we are subject to certainenvironmental laws that impose strict, joint-and-several liability for the cleanup of on-site or off-site contamination relating to existing or historical operations;and we could also be subject to personal injury or property damage claims relating to such contamination. In general, our customer contracts prohibit ourcustomers from using or storing any hazardous substances on our tower sites in violation of applicable environmental laws and require our customers toprovide notice of certain environmental conditions caused by them.As licensees and tower owners, we are also subject to regulations and guidelines that impose a variety of operational requirements relating to radiofrequency emissions. As employers, we are subject to Occupational Safety and Health Administration (and similar occupational health and safety legislation inAustralia) and similar guidelines regarding employee protection from radio frequency exposure. The potential connection between radio frequency emissionsand certain negative health effects, including some forms of cancer, has been the subject of substantial study by the scientific community in recent years.We have compliance programs and monitoring projects to help assure that we are in substantial compliance with applicable environmental laws.Nevertheless, there can be no assurance that the costs of compliance with existing or future environmental laws will not have a material adverse effect on us.Other Regulations. We hold, through certain of our subsidiaries, certain licenses for radio transmission facilities granted by the FCC, includinglicenses for common carrier microwave service, commercial and private mobile radio service, specialized mobile radio and paging service, which are subject toadditional regulation by the FCC. Our FCC license relating to our 1670-16756MHz U.S. nationwide spectrum license ("Spectrum") contains certain conditions related to the services that may be provided thereunder, the technicalequipment used in connection therewith and the circumstances under which it may be renewed. In 2007, after receiving FCC approval, we entered into a long-term lease of the Spectrum with an initial term through 2013.AustraliaFederal Regulations. Carrier licenses and nominated carrier declarations issued under the Australian Telecommunications Act 1997 authorize the useof network units for the supply of telecommunications services to the public. The definition of “network units” includes line links and base stations used forwireless voice services but does not include tower infrastructure. Accordingly, CCAL as a tower owner and operator does not require a carrier license under theAustralian Telecommunications Act 1997. Similarly, because CCAL does not own any transmitters or spectrum, it does not currently require any apparatusor spectrum licenses issued under the Australian Radiocommunications Act 1992.Carriers have a statutory obligation to provide other carriers with access to towers, and if there is a dispute (including a pricing dispute), the matter maybe referred to the Australian Competition and Consumer Commission for resolution. As a non-carrier, CCAL is not subject to this requirement, and ourcustomers negotiate site access on a commercial basis.While the Australian Telecommunications Act 1997 grants certain exemptions from planning laws for the installation of "low impact facilities," newlyconstructed towers are expressly excluded from the definition of "low impact facilities." Accordingly, in connection with the construction of towers, CCAL issubject to state and local planning laws that vary on a site by site basis, typically requiring us to obtain approval from local offices prior to towerconstruction, subject to certain exceptions. Structural enhancements may be undertaken on behalf of a carrier without state and local planning approval underthe general "maintenance power" under the Australian Telecommunications Act 1997, although these enhancements may be subject to state and local planninglaws if CCAL is unable to obtain carrier cooperation to use such power. For a limited number of towers, CCAL is also required to install aircraft warninglighting in compliance with federal aviation regulations. In Australia, a carrier may arguably be able to utilize the "maintenance power" under the AustralianTelecommunications Act 1997 to remain as a tenant on a tower after the expiration of a site license or sublease; however, CCAL's customer access agreementsgenerally limit the ability of customers to do this, and, even if a carrier did utilize this power, the carrier would be required to pay for CCAL's financial loss,which would roughly equal the site rental revenues that would have otherwise been payable.Local Regulations. In Australia there are various local, state and territory laws and regulations which relate to, among other things, town planning andzoning restrictions, standards and approvals for the design, construction or alteration of a structure or facility, and environmental regulations. As in the U.S.,these laws vary greatly, but typically require tower owners to obtain approval from governmental bodies prior to tower construction and to comply withenvironmental laws on an ongoing basis. Item 1A. Risk FactorsYou should carefully consider all of the risks described below, as well as the other information contained in this document, when evaluating yourinvestment in our securities.Our business depends on the demand for wireless communications and towers, and we may be adversely affected by any slowdown in suchdemand.Demand for our towers depends on the demand for antenna space from our customers, which, in turn, depends on the demand for wireless voice anddata services by their customers. The willingness of our customers to utilize our infrastructure, or renew or extend existing contracts on our towers, is affectedby numerous factors, including:• consumer demand for wireless services;• availability and capacity of our towers and the land under those towers;• location of our towers;• financial condition of our customers, including their availability and cost of capital;• willingness of our customers to maintain or increase their capital expenditures;• increased use of network sharing, roaming, joint development, or resale agreements by our customers;• mergers or consolidations among our customers;• changes in, or success of, our customers' business models;• governmental regulations, including local and state restrictions on the proliferation of towers;• cost of constructing towers;• technological changes, including those affecting (1) the number or type of towers or other communications sites needed to provide wirelesscommunications services to a given geographic area and (2) the obsolescence of certain existing wireless networks; and7• our ability to efficiently satisfy our customers' service requirements.A slowdown in demand for wireless communications or our towers may negatively impact our growth or otherwise have a material adverse effect on us.Over the last several years, new entrants in the marketplace, such as those providing wireless data technologies, have accounted for a significant portion of ournew tenant additions. Our expectations for future demand for our towers is based in part on new entrants into the wireless communications industry withunproven business models. The success of new entrants can be influenced by numerous factors, including the items described above, particularly theavailability and cost of capital and the success of their business models. If our customers or potential customers are unable to raise adequate capital to fundtheir business plans, as a result of disruptions in the financial and credit markets or otherwise, they may reduce their spending, which could adversely affectour anticipated growth and the demand for our towers and network services.A substantial portion of our revenues is derived from a small number of customers, and the loss, consolidation or financial instability of, ornetwork sharing among, any of our limited number of customers may materially decrease revenues and reduce demand for our towers andnetwork services.For 2010, approximately 73% of our consolidated revenues was derived from AT&T, Verizon Wireless, Sprint and T-Mobile, which represented 21%,21%, 20% and 11%, respectively, of our consolidated net revenues. The loss of any one of our large customers as a result of bankruptcy, insolvency,consolidation, network sharing, roaming, joint development, resale agreements by our customers, merger with other customers of ours or otherwise may resultin (1) a material decrease in our revenues, (2) uncollectible account receivables, (3) an impairment of our deferred site rental receivables, towers assets, siterental contracts and customer relationships intangible assets, and (4) other adverse effects to our business. We cannot guarantee that contracts with our majorcustomers will not be terminated or that these customers will renew their contracts with us. See also "Item 1. Business—The Company."Consolidation among our customers will likely result in duplicate or overlapping parts of networks, which may result in a reduction of cell sites andimpact revenues from our towers. In addition, consolidation may result in a reduction in such customers' future capital expenditures in the aggregate becausetheir expansion plans may be similar. For example, Verizon Wireless acquired Alltel in 2009. In addition, Sprint merged with Nextel in August 2005, resultingin their use of two separate wireless technologies. During 2010, Sprint announced multi-year network plans to consolidate their multiple network technologies,including the elimination of their narrow-band push-to-talk network, referred to as iDEN, which is scheduled to be phased out over a period of time beginningin 2013. These plans by Sprint may result in their not renewing certain contracts with us. Any industry consolidation could decrease the demand for ourtowers, which in turn may result in a reduction in our revenues and cash flows.Our substantial level of indebtedness could adversely affect our ability to react to changes in our business, and the terms of our debt instrumentslimit our ability to take a number of actions that our management might otherwise believe to be in our best interests. In addition, if we fail tocomply with our covenants, our debt could be accelerated.As a result of our substantial indebtedness:• we may be more vulnerable to general adverse economic and industry conditions;• we may find it more difficult to obtain additional financing to fund discretionary investments and other general corporate requirements or torefinance our existing indebtedness;• we are or will be required to dedicate a substantial portion of our cash flows from operations to the payment of principal and interest on our debt,thereby reducing the available cash flows to fund other projects, including the discretionary investments discussed in "Item 1. Business;"• we may have limited flexibility in planning for, or reacting to, changes in our business and in the industry;• we may have a competitive disadvantage relative to other companies in our industry with less debt;• we may be required to issue equity securities or securities convertible into equity or sell some of our assets, possibly on unfavorable terms, inorder to meet payment obligations; and• we may be limited in our ability to take advantage of strategic business opportunities, including tower development and mergers and acquisitions.Currently we have debt instruments in place that limit in certain circumstances our ability to incur indebtedness, pay dividends, create liens, sell assetsand engage in certain mergers and acquisitions. Our subsidiaries, under their debt instruments, are also required to maintain specific financial ratios. Ourability to comply with the financial ratio covenants under these instruments and to satisfy our debt obligations will depend on our future operatingperformance. If we fail to comply with the debt restrictions, we will be in default under those instruments, which would cause the maturity of a substantialportion of our long-term indebtedness to be accelerated. If our operating subsidiaries were to default on the debt, the trustee could seek to foreclose the collateralsecuring the debt, in which case we could lose the towers and the revenues associated with the towers. See also "Item 7. MD&A—Liquidity and CapitalResources—Debt Covenants."CCIC and CCOC are holding companies that conduct all of their operations through their subsidiaries. Accordingly, CCIC's8and CCOC's respective sources of cash to pay interest and principal on their outstanding indebtedness and preferred stock are distributions relating to theirrespective ownership interests in their subsidiaries from the net earnings and cash flows generated by such subsidiaries or from proceeds of debt or equityofferings. Earnings and cash flows generated by their subsidiaries are first applied by such subsidiaries in conducting their operations, including the serviceof their respective debt obligations, after which any excess cash flows generally may be paid to a holding company, in the absence of any special conditionssuch as a continuing event of default. However, their subsidiaries are legally distinct from the holding companies and, unless they guarantee such debt, haveno obligation to pay amounts due on their debt or to make funds available to us for such payment.We have a substantial amount of indebtedness. In the event we do not repay or refinance such indebtedness, we could face substantial liquidityissues and might be required to issue equity securities or securities convertible into equity securities, or sell some of our assets to meet our debtpayment obligations.We have a substantial amount of indebtedness (approximately $6.8 billion as of December 31, 2010), which we will need to refinance or repay. See"Item 7. MD&A—Liquidity and Capital Resources" for a tabular presentation of our contractual debt maturities. We are also required to redeem alloutstanding shares of our 6.25% convertible preferred stock in August 2012 for approximately $318.1 million, plus any unpaid dividends on that preferredstock. There can be no assurances we will be able to refinance our indebtedness on commercially reasonable terms, or terms, including with respect to interestrates, as favorable as our current debt and preferred stock, or at all.Beginning in 2008, the global economy entered a recession, and the credit markets underwent a period of substantial volatility and disruption. Althougheconomic conditions and credit markets have improved during 2009 and 2010, uncertainty and weakness continues. Any renewed financial turmoil,worsening credit environment, economic weakness and uncertainty could impact the availability and cost of debt financing, including with respect to anyrefinancing of the obligations described above.If we are unable to refinance or renegotiate our debt, we cannot guarantee that we will be able to generate enough cash flows from operations or that we willbe able to obtain enough capital to service our debt, pay our obligations under our convertible preferred stock or fund our planned capital expenditures. In suchan event, we could face substantial liquidity issues and might be required to issue equity securities or securities convertible into equity securities, or sell someof our assets to meet our debt payment obligations. Failure to refinance indebtedness when required could result in a default under such indebtedness.Assuming we meet certain financial ratios, we have the ability under our debt instruments to incur additional indebtedness, and any additional indebtednesswe incur could exacerbate the risks described above.Sales or issuances of a substantial number of shares of our common stock may adversely affect the market price of our common stock.Future sales or issuances of a substantial number of shares of our common stock or other equity related securities may adversely affect the market priceof our common stock. As of February 5, 2011, we had 290.9 million shares of common stock outstanding, and we reserved (1) 8.9 million shares ofcommon stock for future issuance under our various stock compensation plans and (2) 8.6 million shares of common stock for the conversion of ouroutstanding convertible preferred stock.In addition, a small number of stockholders own a significant percentage of our outstanding common stock. If any one of these stockholders, or anygroup of our stockholders, sells a large quantity of shares of our common stock, or the public market perceives that existing stockholders might sell a largequantity of shares of our common stock, the market price of our common stock may significantly decline.A wireless communications industry slowdown or a reduction in carrier network investment may materially and adversely affect our business(including reducing demand for our towers and network services).Historically, the amount of our customers' network investment is cyclical and has varied based upon the various matters described in these risk factors.Changes in carrier network investment typically impact the demand for our towers. As a result, changes in carrier plans such as delays in the implementationof new systems, new technologies or plans to expand coverage or capacity may reduce demand for our towers. Furthermore, the wireless communicationindustry could experience a slow down or slowing growth rates as a result of numerous factors, including a reduction in consumer demand for wirelessservices and general economic conditions. There can be no assurances that the weakness and uncertainty in the current economic environment will notadversely impact the wireless communications industry, which may materially and adversely affect our business, including by reducing demand for ourtowers and network services. In addition, such a slowdown may increase competition for site rental customers and network services. A wirelesscommunications industry slowdown or a reduction in carrier network investment may materially and adversely affect our business.As a result of competition in our industry, including from some competitors with significantly more resources or less debt than we have, we mayfind it more difficult to achieve favorable rental rates on our new or renewing customer contracts.9Our growth is dependent on entering into new customer contracts as well as renewing or reletting customer contracts when existing customer contractsterminate. We face competition for site rental customers from various sources, including:• other independent tower owners or operators;• wireless carriers that own and operate their own towers and lease antenna space to other wireless communication companies;• owners of alternative facilities including rooftops, water towers, distributed antenna systems, broadcast towers and utility poles; and• new alternative deployment methods in the wireless communication industry.Wireless carriers that own and operate their own tower portfolios are generally substantially larger and have greater financial resources than we have.Competition in our industry may make it more difficult for us to attract new customers, maintain or increase our gross margins or maintain or increase ourmarket share.New technologies may significantly reduce demand for our towers and negatively impact our revenues.Improvements in the efficiency of wireless networks could reduce the demand for our towers. For example, signal combining technologies that permit oneantenna to service multiple frequencies and, thereby, multiple customers may reduce the need for our towers. In addition, other technologies, such as Wi-Fi,femtocells, picocells, satellite transmission systems (such as low earth orbiting), and DAS networks, may, in the future, serve as substitutes for oralternatives to leasing that might otherwise be anticipated or expected on towers had such technologies not existed. Any significant reduction in tower leasingdemand resulting from the previously mentioned technologies or other technologies may negatively impact our revenues or otherwise have a material adverseeffect on us.New wireless technologies may not deploy or be adopted by customers as rapidly or in the manner projected.There can be no assurances that new wireless services and technologies, such as 4G, will be introduced or deployed as rapidly or in the mannerprojected by the wireless or broadcast industries. In addition, demand and customer adoption rates for such new technologies may be lower or slower thananticipated for numerous reasons. As a result, growth opportunities and demand for our towers as a result of such technologies may not be realized at the timesor to the extent anticipated.If we fail to retain rights to our towers, including the land under our towers, our business may be adversely affected.Our property interests relating to the land on which our towers reside consist primarily of leasehold and sub-leasehold interests, fee interests, easements,licenses and rights-of-way. A loss of these interests may interfere with our ability to conduct our business and generate revenues. For various reasons, we maynot always have the ability to access, analyze and verify all information regarding titles and other issues prior to completing an acquisition of towers. Further,we may not be able to renew ground leases on commercially viable terms. Our ability to retain rights to the land on which our towers reside depends on ourability to purchase such land or to renegotiate and extend the terms of the leases relating to such land. Approximately 9% of our site rental gross margins for theyear ended December 31, 2010 are derived from towers where the leases for the land under such towers have final expiration dates of less than ten years. If weare unable to retain rights to the land on which our towers reside, our business may be adversely affected.Approximately 6,500 of our towers are leased or operated for an initial period of 32 years (through May 2037) under master leases and subleases withSprint ("Sprint Towers"). We have the option to purchase in 2037 all (but not less than all) of the Sprint Towers from Sprint for approximately $2.3 billion.We may not have the required available capital to exercise our right to purchase these towers at the end of the applicable period. Even if we do have availablecapital, we may choose not to exercise our right to purchase the Sprint Towers for business or other reasons. In the event that we do not exercise these purchaserights, 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 cashflows derived from such towers, which may have a material adverse effect on our business. In the event that we decide to exercise these purchase rights, thebenefits of the acquisition of the Sprint Towers may not exceed the costs, which could adversely affect our business.Our network services business has historically experienced significant volatility in demand, which reduces the predictability of our results.The operating results of our network services business for any particular period may vary significantly and should not necessarily be consideredindicative of longer-term results for this activity. Our network services business may be adversely impacted by various factors including competition,economic weakness and uncertainty, our market share, and changes in the type and volume of work performed.If we fail to comply with laws or regulations which regulate our business and which may change at any time, we may be fined10or even lose our right to conduct some of our business.A variety of federal, state, local and foreign laws and regulations apply to our business, including those discussed in "Item 1. Business." Failure tocomply with applicable requirements may lead to civil penalties or require us to assume indemnification obligations or breach contractual provisions. Wecannot guarantee that existing or future laws or regulations, including state and local tax laws, will not adversely affect our business, increase delays or resultin additional costs. These factors may have a material adverse effect on us.If radio frequency emissions from wireless handsets or equipment on our towers are demonstrated to cause negative health effects, potentialfuture claims could adversely affect our operations, costs and revenues.The potential connection between radio frequency emissions and certain negative health effects, including some forms of cancer, has been the subject ofsubstantial study by the scientific community in recent years. We cannot guarantee that claims relating to radio frequency emissions will not arise in the futureor that the results of such studies will not be adverse to us.Public perception of possible health risks associated with cellular and other wireless communications may slow or diminish the growth of wirelesscompanies, which may in turn slow or diminish our growth. In particular, negative public perception of, and regulations regarding, these perceived healthrisks may slow or diminish the market acceptance of wireless communications services. If a connection between radio emissions and possible negative healtheffects were established, our operations, costs and revenues may be materially and adversely affected. We currently do not maintain any significant insurancewith respect to these matters.Certain provisions of our certificate of incorporation, by-laws and operative agreements and domestic and international competition laws maymake it more difficult for a third party to acquire control of us or for us to acquire control of a third party, even if such a change in control wouldbe beneficial to our stockholders.We have a number of anti-takeover devices in place that will hinder takeover attempts and may reduce the market value of our common stock. Our anti-takeover provisions include:• a staggered board of directors;• the authority of the board of directors to issue preferred stock without approval of the holders of our common stock; and• advance notice requirements for director nominations and actions to be taken at annual meetings.Our by-laws permit special meetings of the stockholders to be called only upon the request of our Chief Executive Officer or a majority of the board ofdirectors, and deny stockholders the ability to call such meetings. Such provisions, as well as the provisions of Section 203 of the Delaware GeneralCorporation Law, may impede a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offeror otherwise attempting to obtain control of us.In addition, domestic and international competition laws may prevent or discourage us from acquiring towers or tower networks in certain geographicalareas or impede a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer or otherwiseattempting to obtain control of us.We may be adversely effected by exposure to changes in foreign currency exchange rates relating to our operations in Australia.Our Australian operations expose us to fluctuations in foreign currency exchange rates. For 2010, approximately 5% of our consolidated net revenueswere denominated in Australian dollars. Over the past five years, the Australian dollar has strengthened by 29% against the U.S. dollar. We have nothistorically engaged in significant hedging activities relating to our Australian operations, and we may suffer future losses as a result of changes in currencyexchange rates.Available Information and CertificationsWe maintain an internet website at www.crowncastle.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports onForm 8-K (and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934) are madeavailable, free of charge, through the investor relations section of our internet website at http://investor.crowncastle.com as soon as reasonably practicable afterwe electronically file such material with, or furnish it to, the SEC.In addition, our corporate governance guidelines, business practices and ethics policy and the charters of our Audit Committee, CompensationCommittee and Nominating & Corporate Governance Committee are available through the investor relations section of our internet website athttp://www.crowncastle.com/investor/corpgovernance.asp, and such information is also available in print11to any stockholder who requests it.We submitted the Chief Executive Officer certification required by Section 303A.12(a) of the New York Stock Exchange ("NYSE") Listed CompanyManual, relating to compliance with the NYSE's corporate governance listing standards, to the NYSE on June 11, 2010 with no qualifications. We haveincluded the certifications of our Chief Executive Officer and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002 and relatedrules as Exhibits 31.1 and 31.2 to this Annual Report on Form 10-K. Item 1B. Unresolved Staff CommentsNone. Item 2. PropertiesOfficesOur principal corporate headquarters is owned and located in Houston, Texas. In the U.S., CCUSA owns or leases area offices located in (1)Canonsburg, Pennsylvania, (2) Charlotte, North Carolina, (3) Alpharetta, Georgia, and (4) Phoenix, Arizona. The principal responsibilities of these areaoffices are to manage the renting of tower space on a local basis, maintain the towers already located in the area and service our customers in the area. Inaddition, general and administrative functions are also performed at the Canonsburg, Pennsylvania location. In addition, we lease additional, smaller districtoffices, which report to the area offices, in locations with high tower concentrations. In Australia, we lease an office in Sydney, Australia.TowersTowers are vertical metal structures generally ranging in height from 50 to 500 feet. In addition, wireless communications equipment may also be placedon building rooftops and other structures. Towers are generally located on tracts of land of up to five acres. These tracts of land support the towers, equipmentshelters and, where applicable, guyed wires to stabilize the structure.See "Item 1. Business—Overview" for information regarding our tower portfolio including with respect to our real property interests and for adiscussion of the location of our towers in the U.S. and Australia, including the percentage of our U.S. towers in the top 50 and 100 BTAs. See "Item 7.MD&A—Liquidity and Capital Resources—Contractual Cash Obligations" for a tabular presentation of the remaining terms to final expiration of theleases for the land which we do not own and on which our towers are located as of December 31, 2010.Approximately 15,700 towers (66% of our total) and the cash flows from these towers effectively secure $4.7 billion of our debt. Governing documentsrelating to another approximately 4,900 towers prevent liens from being granted on those towers without approval of a subsidiary of Verizon; however,distributions paid from the entities that own those towers also service our tower revenue notes. See note 6 to our consolidated financial statements.Approximately 6,500 of our towers are leased or operated for an initial period of 32 years (through May 2037) under master leases and subleases withSprint. We have the option to purchase in 2037 all (but not less than all) of these Sprint Towers from Sprint for approximately $2.3 billion.Substantially all of our towers can accommodate another tenant either as currently constructed or with appropriate modifications to the tower.Additionally, if so inclined as a result of a customer request for a new co-location or amendment of an existing installation, we could generally replace anexisting tower with another tower in its place providing additional capacity, subject to certain restrictions. As of December 31, 2010, the average number oftenants per tower is approximately 2.9 on our towers. The following is a summary of the number of existing tenants per tower as of December 31, 2010 (see"Item 7. MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" for a discussion of our impairment evaluation and ourtowers with no tenants). 12Number of Tenants Percent of TowersGreater than five 10%Five 8%Four 13%Three 18%Two 23%Less than two 28%Total 100% Item 3. Legal ProceedingsWe are periodically involved in legal proceedings that arise in the ordinary course of business. Most of these proceedings arising in the ordinary course ofbusiness involve disputes with landlords, vendors, collection matters involving bankrupt customers, zoning and variance matters, condemnation or wrongfultermination claims. While the outcome of these matters cannot be predicted with certainty, management does not expect any pending matters to have a materialadverse effect on us. Item 4. Removed and Reserved PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesPrice Range of Common StockOur common stock is listed and traded on the NYSE under the symbol "CCI". The following table sets forth for the calendar periods indicated the highand low sales prices per share of our common stock as reported by the NYSE. High Low2010: First Quarter$40.49 $34.12 Second Quarter40.00 34.25 Third Quarter44.46 36.01 Fourth Quarter44.45 41.10 2009: First Quarter$21.99 $15.40 Second Quarter27.23 19.96 Third Quarter32.32 22.73 Fourth Quarter39.99 29.47 As of February 5, 2011, there were approximately 850 holders of record of our common stock.Dividend PolicyWe have never declared or paid any cash dividends on our common stock. It is our current policy to retain our cash provided by operating activities toengage in discretionary investments such as those discussed in "Item 1. Business." Future declaration and payment of cash dividends, if any, will bedetermined in light of the then-current conditions, including our earnings, cash flows from operations, capital requirements, financial condition, our relativemarket capitalization, taxable income, taxpayer status, and other factors deemed relevant by the board of directors. In addition, our ability to pay dividends islimited by the terms of our debt instruments under certain circumstances and the terms of our convertible preferred stock.The holders of our 6.25% Convertible Preferred Stock are entitled to receive cumulative dividends at the rate of 6.25% per annum, payable on aquarterly basis. We have the option to pay the dividends on such series of preferred stock in cash or in shares of common stock. The number of shares ofcommon stock required to be issued to pay such dividends is dependent upon the market value of our common stock at the time such dividend is required tobe paid. In 2010 and 2009, dividends on our 6.25%13Convertible Preferred Stock were paid in each of those years utilizing approximately $19.9 million in cash each year. We may choose to continue cashpayments of the dividends in the future in order to avoid dilution caused by the issuance of common stock as dividends on our preferred stock.Equity Compensation PlansCertain information with respect to our equity compensation plans is set forth in Item 12 herein.Performance GraphThe following performance graph is a comparison of the five year cumulative stockholder return on our common stock against the cumulative totalreturn of the NYSE Market Index and the Dow Jones Telecommunication Equipment Index for the period commencing December 31, 2005 and endingDecember 31, 2010. The performance graph assumes an initial investment of $100.0 in our common stock and in each of the indices. The performance graphand related text are based on historical data and are not necessarily indicative of future performance. Years Ended December 31,Company/Index/Market 2005 2006 2007 2008 2009 2010Crown Castle International Corp. $100.00 $120.03 $154.59 $65.33 $145.08 $162.88 NYSE Market Index 100.00 120.47 131.15 79.67 102.20 115.88 DJ Telecommunication Equipment Index 100.00 116.46 120.28 71.50 107.84 111.39 The performance graph above and related text are being furnished solely to accompany this annual report on Form 10-K pursuant to Item 201(e) ofRegulation S-K, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated byreference into any filing of ours, whether made before or after the date hereof, regardless of any general incorporation language in such filing. Item 6. Selected Financial DataOur selected historical consolidated financial and other data set forth below for each of the five years in the period ended December 31, 2010, and as ofDecember 31, 2010, 2009, 2008, 2007 and 2006 have been derived from our consolidated financial14statements. Acquisitions and dispositions can affect the year-to-year comparability of our results. In January 2007, we completed the merger of Global Signalinto a subsidiary of ours ("Global Signal Merger"), and the results of operations from Global Signal have been included in our results from January 12, 2007.The Global Signal Merger significantly increased our tower portfolio and impacted the comparability of our results and changes in financial condition forperiods following the merger to periods prior to the merger. The information set forth below should be read in conjunction with "Item 1. Business," "Item 7.MD&A" and our consolidated financial statements. Years Ended December 31, 2010 2009 2008 2007 2006(a) (In thousands of dollars, except per share amounts)Statement of Operations Data: Net revenues: Site rental$1,700,761 $1,543,192 $1,402,559 $1,286,468 $696,724 Network services and other177,897 142,215 123,945 99,018 91,497 Total net revenues1,878,658 1,685,407 1,526,504 1,385,486 788,221 Operating expenses: Costs of operations(b): Site rental467,136 456,560 456,123 443,342 212,454 Network services and other114,241 92,808 82,452 65,742 60,507 Total costs of operations581,377 549,368 538,575 509,084 272,961 General and administrative165,356 153,072 149,586 142,846 104,532 Restructuring charges (credits)— — — 3,191 (391)Asset write-down charges(c)13,687 19,237 16,888 65,515 2,945 Acquisition and integration costs2,102 — 2,504 25,418 1,503 Depreciation, amortization and accretion540,771 529,739 526,442 539,904 285,244 Operating income (loss)575,365 433,991 292,509 99,528 121,427 Interest expense and amortization of deferred financing costs(d)(490,269) (445,882) (354,114) (350,259) (162,328)Impairment of available-for-sale securities(e)— — (55,869) (75,623) — Gains (losses) on purchases and redemptions of debt(d)(138,367) (91,079) 42 — (5,843)Net gain (loss) on interest rate swaps(f)(286,435) (92,966) (37,888) — 491 Interest and other income (expense)1,601 5,413 2,101 9,351 (2,120)Income (loss) before income taxes(338,105) (190,523) (153,219) (317,003) (48,373)Benefit (provision) for income taxes(g)26,846 76,400 104,361 94,039 (843)Income (loss) from continuing operations(311,259) (114,123) (48,858) (222,964) (49,216)Income (loss) from discontinued operations, net of tax— — — — 5,657 Net income (loss)(h)(311,259) (114,123) (48,858) (222,964) (43,559)Less: Net income (loss) attributable to the noncontrolling interest(319) 209 — (151) (1,666)Net income (loss) attributable to CCIC stockholders(310,940) (114,332) (48,858) (222,813) (41,893)Dividends on preferred stock(20,806) (20,806) (20,806) (20,805) (20,806)Net income (loss) attributable to CCIC stockholders after deduction of dividends onpreferred stock$(331,746) $(135,138) $(69,664) $(243,618) $(62,699)Income (loss) from continuing operations attributable to CCIC stockholders percommon share—basic and diluted$(1.16) $(0.47) $(0.25) $(0.87) $(0.33)Weighted-average common shares outstanding—basic and diluted (in thousands)286,764 286,622 282,007 279,937 207,245 15 Years Ended December 31, 2010 2009 2008 2007 2006(a) (In thousands of dollars, except per share amounts)Other Data: Summary cash flow information: Net cash provided by (used for) operating activities$603,430 $571,256 $513,001 $350,355 $275,759 Net cash provided by (used for) investing activities(390,949) (172,145) (476,613) (791,448) (432,499)Net cash provided by (used for) financing activities(866,624) 214,396 47,717 (77,782) 678,914 Ratio of earnings to fixed charges(i)— — — — — Balance Sheet Data (at period end): Cash and cash equivalents$112,531 $766,146 $155,219 $75,245 $592,716 Property and equipment, net4,893,651 4,895,983 5,060,126 5,051,055 3,246,446 Total assets10,469,529 10,956,606 10,361,722 10,488,133 5,007,464 Total debt and other long-term obligations(d)6,778,894 6,579,150 6,102,189 6,072,103 3,516,294 Total CCIC stockholders' equity2,445,373 2,936,241 2,715,865 3,166,911 756,281 ____________________(a) See introductory remarks regarding the Global Signal Merger.(b) Exclusive of depreciation, amortization and accretion shown separately.(c) 2007 is inclusive of $57.6 million related to the write-off of substantially all of the assets other than the Spectrum from our former mobile television business.(d) Over the last five years, we have used debt to refinance other debt and fund discretionary investments such as acquisitions and purchases of common stock. We maintain debtleverage at levels that we believe optimize our weighted-average cost of capital. The following is a discussion of our debt activity for each of the last five years. See also note 6 to ourconsolidated financial statements.• During 2010 and 2009, we issued $3.5 billion and $2.9 billion face value of debt, respectively, and purchased and repaid $3.4 billion and $2.4 billion face value of debt,respectfully. These refinancings extended the maturities of our debt portfolio and increased our weighted-average cost of debt. We incurred losses on the purchase andrepayment of this debt.• During 2007, $1.8 billion of mortgage loans remained outstanding as a result of the Global Signal Merger. We borrowed an aggregate $725.0 million under term loans and arevolving credit facility and predominately used the proceeds to purchase common stock.• During 2006, we increased our debt by approximately $1.2 billion and primarily used the proceeds to fund the cash consideration of the Global Signal Merger, the MountainUnion Telecom, LLC acquisition and purchases of our common stock.(e) In 2008 and 2007, we recorded impairment charges related to an other-than-temporary decline in the value of our investment in FiberTower Corporation ("FiberTower").(f) The 2010 and 2009 amounts are predominately losses on various interest rate swaps that no longer qualified for hedge accounting and included swaps that were no longer economichedges. The 2008 amount predominately represents losses on our former interest rate swaps with a subsidiary of Lehman Brothers Holdings Inc. that no longer qualified for hedgeaccounting. As of December 31, 2010, we had no forward-starting interest rate swaps outstanding.(g) In 2006, we had a full valuation allowance on our deferred tax assets. As a result of a deferred tax liability recorded in connection with the Global Signal Merger, we recordedpartial tax benefits for our losses in 2010 and full tax benefits for all of 2009, 2008 and 2007. 2008 includes tax benefits of $74.9 million resulting from the completion of the InternalRevenue Service ("IRS") examination of our federal tax return for 2004. See note 9 to our consolidated financial statements regarding our tax position as of and for the year endedDecember 31, 2010 and our ability to recognize tax benefits in the future.(h) No cash dividends were declared or paid in 2010, 2009, 2008, 2007 or 2006.(i) For purposes of computing the ratio of earnings to fixed charges, earnings represent income (loss) from continuing operations before income taxes, cumulative effect of change inaccounting principle and fixed charges. Fixed charges consist of interest expense, the interest component of operating leases, amortization of deferred financing costs and dividendson preferred stock classified as liabilities. For 2010, 2009, 2008, 2007 and 2006 earnings were insufficient to cover fixed charges by $338.1 million, $190.5 million, $153.2 million,$318.4 million and $49.7 million, respectively. 16Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsGeneral OverviewOverviewWe own, lease or manage approximately 23,900 towers for wireless communications, including 43 completed DAS networks. Revenues generated fromour core site rental business represented 91% of our 2010 consolidated revenues. CCUSA, our largest operating segment, accounted for 95% of our 2010 siterental revenues. See "Item 1. Business" for a further discussion of our business, including our long-term strategy, certain key terms of our lease agreementsand growth trends in the wireless communications industry.The following are certain highlights of our business fundamentals as of and for the year ended December 31, 2010:• Potential growth resulting from wireless network expansion and new entrants◦ We expect wireless carriers will continue their focus on improving network quality and expanding capacity by adding additionalantennas and other equipment on our towers.◦ We expect existing and potential new wireless carrier demand for our towers will result from (1) next generation technologies,(2) continued development of mobile internet applications, (3) adoption of other emerging and embedded wireless devices,(4) increasing smart phone penetration, and (5) carrier focus on expanding voice and data coverage.◦ Substantially all of our towers can accommodate, either as currently constructed or with appropriate modifications to the tower,additional tenants.◦ U.S. wireless carriers continue to invest in their networks.◦ We expect our site rental revenues will grow between 7% and 8% from the full year 2010 to 2011.• Site rental revenues under long-term customer contracts with contractual escalations◦ Initial terms of five to 15 years with multiple renewal periods at the option of the tenant of five to ten years each.◦ Weighted-average remaining term at CCUSA of approximately eight years, exclusive of renewals at the customer's option.• Revenues predominately from large wireless carriers◦ Verizon Wireless, AT&T, Sprint and T-Mobile accounted for 73% of consolidated revenues.• Majority of land under our towers under long-term control◦ Approximately 91% and 69% of our site rental gross margin is derived from towers that we own or control for greater than ten and 20years, respectively. The aforementioned percentages include towers that reside on land that is owned in fee or where we have perpetualor long-term easements, which represent approximately 34% of our site rental gross margin.• Relatively fixed tower operating costs with high incremental margins and cash flows on organic revenue growth◦ Our tower operating costs tend to increase at approximately the rate of inflation and are not typically influenced by new tenantadditions.◦ Our incremental margin on additional site rental revenues represents 93% of the related increase in site rental revenues.• Minimal sustaining capital expenditure requirements◦ Sustaining capital expenditures were $24.3 million, which represented less than 2% of net revenues.• Debt portfolio with long-dated maturities extended over multiple years with virtually all of such debt having a fixed rate (see "Item 7A.Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt)◦ 88% of our debt has fixed rate coupons, and an additional 9% has been effectively converted to fixed rate through December 2011.◦ Our debt service coverage and leverage ratios were comfortably within their respective covenant requirements. See "Item 7. MD&A—Liquidity and Capital Resources" for a further discussion of our debt covenants.• Significant cash flows from operations◦ Net cash provided by operating activities was $603.4 million.◦ We believe our site rental business can be characterized as a stable cash flow stream, which we expect to grow as a result of futuredemand on our towers.• Capital allocated to drive long-term shareholder value (per share)◦ Historical discretionary investments include (in no particular order): purchasing our common stock, acquiring towers, acquiring landunder towers, selectively constructing towers, improving and structurally enhancing our existing towers, and purchasing or redeemingour debt or preferred stock. See also "Item 7. MD&A—Liquidity and Capital Resources."17◦ Discretionary investments included: (1) the purchase of $159.6 million of common stock, (2) $203.7 million in capital expenditures,and (3) the acquisition of NewPath in September 2010 , a provider of DAS networks, for approximately $128 million in cash. Results of OperationsThe following discussion of our results of operations should be read in conjunction with "Item 1. Business," "Item 7. MD&A—Liquidity and CapitalResources" and our consolidated financial statements. The following discussion of our results of operations is based on our consolidated financial statementsprepared in accordance with generally accepted accounting principles in the U.S. which require us to make estimates and judgments that affect the reportedamounts (see "Item 7. MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" and note 2 to our consolidated financialstatements).Comparison of Consolidated ResultsThe following is a comparison of our 2010, 2009 and 2008 consolidated results of operations: Years Ended December 31, % Change 2010 2009 2008 2010vs.2009 2009vs.2008 (In thousands of dollars) Net revenues: Site rental$1,700,761 $1,543,192 $1,402,559 10% 10%Network services and other177,897 142,215 123,945 25 15 1,878,658 1,685,407 1,526,504 11 10 Operating expenses: Costs of operations(a): Site rental467,136 456,560 456,123 2 — Network services and other114,241 92,808 82,452 23 13 Total costs of operations581,377 549,368 538,575 6 2 General and administrative165,356 153,072 149,586 8 2 Asset write-down charges13,687 19,237 16,888 * * Acquisition and integration costs2,102 — 2,504 * * Depreciation, amortization and accretion540,771 529,739 526,442 2 1 Operating income (loss)575,365 433,991 292,509 33 48 Interest expense and amortization of deferred financingcosts(490,269) (445,882) (354,114) * * Impairment of available-for-sale securities— — (55,869) * * Gains (losses) on purchases and redemptions of debt(138,367) (91,079) 42 * * Net gain (loss) on interest rate swaps(286,435) (92,966) (37,888) * * Interest and other income (expense)1,601 5,413 2,101 * * Income (loss) before income taxes(338,105) (190,523) (153,219) * * Benefit (provision) for income taxes26,846 76,400 104,361 * * Net income (loss)(311,259) (114,123) (48,858) * * Less: Net income (loss) attributable to thenoncontrolling interest(319) 209 — * * Net income (loss) attributable to CCIC stockholders$(310,940) $(114,332) $(48,858) * * ____________________* Percentage is not meaningful(a) Exclusive of depreciation, amortization and accretion shown separately.2010 and 2009. Our consolidated results of operations for 2010 and 2009, respectively, predominately consist of our CCUSA18segment, which accounted for (1) 95% and 95% of consolidated net revenues, (2) 95% and 95% of consolidated gross margins, and (3) 100% and 101% ofconsolidated net income (loss) attributable to CCIC stockholders. Virtually all of the increase in site rental revenues resulted from towers we owned as ofJanuary 1, 2009. New tenant additions inclusive of straight-line accounting for certain contractual escalations resulted in an approximately 6% increase in siterental revenues. The remaining 4% increase in site rentals was impacted by the following items, in no particular order: renewals or extensions of customercontracts, escalations and cancellations of customer contracts, inclusive of the impact of straight-line accounting. Our operating segment results for 2010 and2009, including CCUSA, are discussed below (see "Item 7. MD&A—Results of Operations—Comparison of Operating Segments").2009 and 2008. Our consolidated results of operations for 2009 and 2008, respectively, predominately consist of our CCUSA segment, whichaccounted for (1) 95% and 94% of consolidated net revenues, (2) 95% and 94% of consolidated gross margins, and (3) 101% and 79% of consolidated netincome (loss) attributable to CCIC stockholders. Virtually all of the increase in site rental revenues resulted from towers we owned as of January 1, 2008. Newtenant additions inclusive of straight-line accounting for certain contractual escalations resulted in an approximately 6% increase in site rental revenues. Theremaining 4% increase in site rentals was impacted by the following items, in no particular order: renewals or extensions of customer contracts, escalations andcancellations of customer contracts, inclusive of the impact of straight-line accounting. Our operating segment results for 2009 and 2008, including CCUSA,are discussed below (see "Item 7. MD&A—Results of Operations—Comparison of Operating Segments").Comparison of Operating SegmentsOur reportable operating segments for 2010 are (1) CCUSA, primarily consisting of our U.S. tower operations, and (2) CCAL, our Australian toweroperations. Our financial results are reported to management and the board of directors in this manner.See note 16 to our consolidated financial statements for segment results and a reconciliation of net income (loss) to Adjusted EBITDA (defined below).Our measurement of profit or loss currently used to evaluate our operating performance and operating segments is earnings before interest, taxes,depreciation, amortization and accretion, as adjusted ("Adjusted EBITDA"). Our measure of Adjusted EBITDA may not be comparable to similarly titledmeasures of other companies, including companies in the tower sector, and is not a measure of performance calculated in accordance with U.S. generallyaccepted accounting principles ("GAAP").We define Adjusted EBITDA as net income (loss) plus restructuring charges (credits), asset write-down charges, acquisition and integration costs,depreciation, amortization and accretion, interest expense and amortization of deferred financing costs, gains (losses) on purchases and redemptions of debt,net gain (loss) on interest rate swaps, impairment of available-for-sale securities, interest and other income (expense), benefit (provision) for income taxes,cumulative effect of a change in accounting principle, income (loss) from discontinued operations and stock-based compensation expense (see note 12 to ourconsolidated financial statements). The calculation of Adjusted EBITDA for our operating segments is set forth in note 16 to our consolidated financialstatements. Adjusted EBITDA is not intended as an alternative measure of operating results or cash flows from operations as determined in accordance withGAAP, and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Adjusted EBITDA is discussed further under "Item 7.MD&A—Accounting and Reporting Matters—Non-GAAP Financial Measures."CCUSA—2010 and 2009. Net revenues for 2010 increased by $175.1 million, or 11%, from 2009. This increase in net revenues resulted from anincrease in site rental revenues of $141.6 million, or 10%, for the same periods. This increase in site rental revenues was impacted by the following items,inclusive of straight-line accounting, in no particular order: new tenant additions across our entire portfolio, renewals or extensions of customer contracts,escalations and cancellations of customer contracts. See "Item 7. MD&A—Accounting and Reporting Matters—Critical Accounting Policies andEstimates" for a further discussion of our revenue recognition policies. Tenant additions were influenced by the previously mentioned growth in the wirelesscommunications industry. We amended a site rental contract with one of our four largest customers during 2010 to provide the customer with the ability to addequipment to its existing antennas on our towers without the need to pay additional rent on individual amendments at each tower, with limited exceptions, inexchange for an increase in rent on the customer's existing contracts. During 2010, we continued to derive a large portion of our site rental revenues from thefour largest wireless carriers in the U.S., although a significant portion of our new tenant additions were from customers offering emerging wireless services,such as those offering wireless data only technologies, including Clearwire, a provider of wireless mobile internet services. See also "Item 1. Business—TheCompany—CCUSA."Site rental gross margins for 2010 increased by $137.3 million, or 13%, from 2009. The increase in the site rental gross margins was related to thepreviously mentioned 10% increase in site rental revenues. Site rental gross margins for 2010 increased primarily as a result of the high incremental marginsassociated with tenant additions given the relatively fixed costs to operate a tower. The $137.3 million incremental margin represents 97% of the related increasein site rental revenues.19Network services and other revenues for 2010 increased by $33.6 million, or 25%, from 2009, and the related gross margin increased by $14.3 million,or 31%, from 2009. Our network services business is of a variable nature as these revenues are not under long-term contracts. The increase in our networkservices and other revenues reflect our increased market share, as well as the general volatility in the volume and mix of such work. We were able to achievethis growth in revenues while modestly expanding our related gross margin.General and administrative expenses for 2010 increased by $7.2 million, or 5%, from 2009 but decreased to 8% of net revenues from 9%. General andadministrative expenses are inclusive of stock-based compensation charges, which increased by $6.8 million from 2009 to 2010, as discussed further in note12 to our consolidated financial statements. The increase in stock-based compensation was driven by the furthered emphasis on the long-term incentivecompensation component of total compensation for senior management, which we believe further aligns compensation with stockholder value. Typically, ourgeneral and administrative expenses do not significantly increase as a result of the co-location of additional tenants on our towers.Adjusted EBITDA for 2010 increased by $151.6 million, or 16%, from 2009. Adjusted EBITDA was positively impacted by the growth in our siterental and services businesses, including the high incremental site rental margin on the new tenant additions.Depreciation, amortization and accretion for 2010 increased by $11.4 million, or 2%, from 2009. The small increase is consistent with the movement inour fixed assets and intangible assets, which did not materially change between 2009 and 2010.During 2009 and 2010, we refinanced the vast majority of our debt in order to extend and ladder the maturities of our debt portfolio. This refinancingactivity included purchasing and early retiring certain of our debt, resulting in a net loss of $138.4 million for 2010, inclusive of make whole payments. Theincrease in interest expense and amortization of deferred financing costs of $44.9 million, or 10%, in 2010 resulted predominately from (1) a $35.4 millionincrease in the amortization of interest rate swaps primarily related to the loss on the swaps hedging the refinancing of the 2005 tower revenue notes and the2006 tower revenue notes and (2) the net impact of our various refinancings. During 2010, we recorded losses on interest rate swaps of $286.4 million, whichpredominately resulted from an increase in the liability due to changes in the LIBOR yield curve for those swaps not subject to hedge accounting. As ofDecember 31, 2010, all of our forward-starting interest rate swaps are settled. For a further discussion of the debt refinancings and the interest rate swaps seenotes 6 and 7 to our consolidated financial statements, "Item 7. MD&A—Liquidity and Capital Resources" and "Item 7A. Quantitative and QualitativeDisclosures About Market Risk."Benefit (provision) for income taxes for 2010 was a benefit of $28.8 million compared to a benefit of $77.7 million for 2009. As further discussed innote 9 to our consolidated financial statements, we were limited in our ability to recognize federal tax benefits on our losses during 2010, except for $19.8million of federal tax benefits recorded predominately as a result of discrete events, including acquisitions. As of December 31, 2010, we are unable torecognize additional federal tax benefits in future periods unless discrete events allow us to record additional deferred tax liabilities. Tax benefits for 2009predominately reflect our recognition of federal tax benefits on our losses and a reversal of $20.6 million of state tax valuation allowance.Net income (loss) attributable to CCIC stockholders for 2010 was a loss of $310.2 million, inclusive of (1) net losses from interest rate swaps of $286.4million and (2) net losses from repayments and purchases and early retirement of debt of $138.4 million. Net income (loss) attributable to CCIC stockholdersfor 2009 was a loss of $115.4 million, inclusive of (1) net losses from repayments and purchases and early retirement of debt of $91.1 million and (2) netlosses from interest rate swaps of $93.0 million. The increase in net loss was predominately due to (1) the previously mentioned charges and benefits and (2)the previously mentioned increase in interest expense of $44.9 million, partially offset by (3) growth in our site rental and service businesses.CCAL—2010 and 2009. The increases and decreases between 2010 and 2009 are inclusive of exchange rate fluctuations. The average exchange rate ofAustralian dollars to U.S dollars for 2010 was approximately 0.92, an increase of 16% from approximately 0.79 for the same period in the prior year. See"Item 7A. Quantitative and Qualitative Disclosures About Market Risk."Total net revenues for 2010 increased by $18.1 million, or 21%, from 2009. Site rental revenues for 2010 increased by $16.0 million, or 21%, from2009. The increase in the exchange rate positively impacted net revenues and site rental revenues by approximately $14.3 million and $12.9 million,respectively, and accounted for an increase of 17% in both net revenues and site rental revenues for 2010 from 2009. Site rental revenues were also impactedby various other factors inclusive of straight-line accounting, including, in no particular order: new tenant additions on our towers, renewals of customercontracts, escalations and cancellations of customer contracts.Site rental gross margins increased by $9.7 million, or 18%, for 2010 from $53.6 million and Adjusted EBITDA for 2010 increased by $7.0 million,or 15%, from 2009. The increase in the site rental gross margin and Adjusted EBITDA were predominately due to exchange rate fluctuations.Net income (loss) attributable to CCIC stockholders for 2010 was a net loss of $0.7 million, compared to net income of $1.120million for 2009. The change from net income to net loss was predominately due to the following, exclusive of the impact from exchange rate fluctuations: (1)an increase in interest expense and amortization of deferred financing costs, the majority of which was due to an increase in the variable interest rate of ourintercompany debt, (2) an increase in general and administrative expenses due to an increase in stock-based compensation, and (3) lower depreciation expensefor 2010, as a result of recording depreciation expense for towers that were acquired in 2008 with short useful lives for accounting purposes driven by the shortterm of the underlying ground lease.CCUSA—2009 and 2008. Net revenues for 2009 increased by $163.0 million, or 11%, from 2008. This increase in net revenues resulted from anincrease in site rental revenues of $141.9 million, or 11%, for the same periods. This increase in site rental revenues was impacted by the following items,inclusive of straight-line accounting, in no particular order: new tenant additions across our entire portfolio, renewals or extensions of customer contracts,escalations and cancellations of customer contracts. See "Item 7. MD&A—Accounting and Reporting Matters—Critical Accounting Policies andEstimates" for a further discussion of our revenue recognition policies. Tenant additions were influenced by the previously mentioned growth in the wirelesscommunications industry. Although we continued to derive a large portion of our site rental revenues from the four largest wireless carriers in the U.S., asignificant portion of our new tenant additions were from national wireless carriers other than the four largest wireless carriers, such as those offering flat ratecalling plans, and customers offering emerging wireless technologies, such as wireless data only technologies, including Clearwire, a provider of wirelessmobile internet services.Site rental gross margins for 2009 increased by $141.3 million, or 16%, from 2008. The increase in site rental gross margins was related to thepreviously mentioned 11% increase in site rental revenues. Site rental gross margins increased primarily as a result of the high incremental margins associatedwith tenant additions given the relatively fixed costs to operate a tower. The $141.3 million incremental margin represents 100% of the related increase in siterental revenues.Network services and other revenues for 2009 increased by $21.2 million, or 19%, from 2008, and the related gross margin increased by $10.1million, or 28%, from 2008. The increase in network services and other revenues and the related gross margin reflects (1) the volatility and variable nature ofthe network services business as these revenues are not under long-term contract, (2) as well as an increase in our market share for installations on our towersdriven partially by our focus on delivering customer service and our emphasis on execution and expanding market share in the service business.General and administrative expenses for 2009 increased by $7.7 million, or 6%, from 2008. General and administrative expenses are inclusive of stock-based compensation charges, which increased by $3.3 million from 2008 to 2009, as discussed further in note 12 to our consolidated financial statements. Inaddition to stock-based compensation, the increase in general and administrative expenses was primarily due to the increase in salary and employee benefits,including an increase in the annual bonus accrual due to 2009 performance and other non-recurring expenses, partially offset by the realization of certain costmanagement initiatives. General and administrative expenses were 9% of net revenues for both 2009 and 2008. Typically, our general and administrativeexpenses do not significantly increase as a result of the co-location of additional tenants on our towers.Adjusted EBITDA for 2009 increased by $147.0 million, or 18%, from 2008. Adjusted EBITDA was positively impacted by the growth in our siterental business including the high incremental margin on the tenant additions.Depreciation, amortization and accretion for 2009 increased by $3.2 million, or less than 1%, from 2008. The small increase is consistent with themovement in our fixed assets and intangible assets, which did not materially change between 2008 and 2009.During 2009, we repaid or purchased $2.3 billion face value of debt using cash from our issuances of debt in order to extend the maturities of our debtportfolio. As a result of purchasing and early retiring certain of our debt, we incurred a net loss of $91.1 million for 2009, inclusive of make whole payments.The increase in interest expense and amortization of deferred financing costs of $92.6 million, or 26%, in 2009 resulted predominately from our total debtincreasing by $462.6 million and the impact of completing the refinancings at a higher weighted-average cost of debt. The refinancing of the 2006 mortgageloan did not qualify for hedge accounting as the actual refinancing was not consistent with that anticipated as part of hedge accounting, which resulted indiscontinuing hedge accounting and reclassifying $132.9 million from accumulated other comprehensive income ("AOCI") to earnings during 2009. This losswas partially offset by gains on interest rate swaps that resulted from a decrease in the liability for those swaps not subject to hedge accounting. For a furtherdiscussion of the debt refinancings and the interest rate swaps see notes 6 and 7 to our consolidated financial statements, "Item 7. MD&A—Liquidity andCapital Resources" and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk."In 2008, we recorded non-cash impairment charges of $55.9 million, related to declines in the fair value of our investment in FiberTower that weredeemed other-than-temporary.Benefit (provision) for income taxes for 2009 was a benefit of $77.7 million compared to $106.6 million for 2008. The benefit for income taxes for 2009is inclusive of a $20.6 million reversal of state tax valuation allowances. The effective tax rate for 2009 differs from the federal statutory rate duepredominately to these state tax benefits. The effective tax rate for 2008 differs21from the federal statutory rate predominately due to income tax benefits resulting from the completion of the IRS examination and a full valuation allowance onour unrealized capital losses from our investment in FiberTower. See note 9 to our consolidated financial statements.Net income (loss) attributable to CCIC stockholders for 2009 was a loss of $115.4 million, inclusive of (1) net losses from repayments and purchasesand early retirement of debt of $91.1 million and (2) net losses from interest rate swaps of $93.0 million. Net income (loss) attributable to CCIC stockholdersfor 2008 was a loss of $38.4 million, inclusive of (1) non-cash impairment charges of $55.9 million related to our investment in FiberTower, (2) losses on thechange in the fair value of certain interest rate swaps of $37.9 million, and (3) tax benefits of $74.9 million resulting from the completion of an IRSexamination. The increase in net loss was predominately due to (1) the previously mentioned charges and benefits, (2) the previously mentioned increase ininterest expense of $92.6 million, and are partially offset by (3) growth in our core site rental business.CCAL—2009 and 2008. The increases and decreases between 2008 and 2009 are inclusive of exchange rate fluctuations. The average exchange rate ofAustralian dollars to U.S dollars for 2009 was approximately 0.79, a decrease of 7% from approximately 0.85 for the same period in the prior year. See "Item7A. Quantitative and Qualitative Disclosures About Market Risk."Total net revenues for 2009 decreased by $4.1 million, or 5%, from 2008. Site rental revenues for 2009 decreased by $1.2 million, or 2%, from 2008.The decrease in the exchange rate negatively impacted net revenues and site rental revenues by approximately $6.5 million and $5.9 million, respectively, andaccounted for a decline of 7% and 8%, respectively, for 2009 from 2008. Site rental revenues were also impacted by various other factors, inclusive ofstraight-line accounting, including, in no particular order: new tenant additions on our towers, renewals of customer contracts, escalations and cancellations ofcustomer contracts. Net revenues were also impacted by a $2.9 million decrease in network services and other revenues. The decrease in network services andother revenues reflects the volatility and variable nature of the network services business as these revenues are not under long-term contract. See "Item 1.Business—The Company—CCAL."Adjusted EBITDA for 2009 decreased by $0.9 million, or 2%, from 2008. Adjusted EBITDA was negatively impacted by the exchange ratefluctuations. Site rental gross margins decreased by $1.1 million, or 2%, for 2009 from $54.7 million.Net income (loss) attributable to CCIC stockholders for 2009 was a net income of $1.1 million, compared to a net loss of $10.5 million for 2008. Thechange from net loss to net income was primarily driven by a decrease in interest expense and amortization of deferred financing costs of $9.7 million, themajority of which was due to a decrease in the variable interest rate of our intercompany debt. Liquidity and Capital ResourcesOverviewGeneral. We believe our site rental business can be characterized as a stable cash flow stream, generated by revenues under long-term contracts, thatshould be recurring for the foreseeable future. For more than five years, our cash from operations have exceeded our cash interest payments and sustainingcapital expenditures and provided us with cash available for discretionary investments. We seek to allocate the cash produced by our operations in a mannerthat will enhance per share operating results. See "Item 1. Business" for a further discussion of how we seek to allocate our available capital. During 2010, weincreased our discretionary investments from 2009 levels, as a result of the financial flexibility afforded by financing activities completed during 2009 andearly 2010 that extended our debt maturities. Our significant financing activities during 2010 included the following:• We extended the maturity of our debt by issuing an aggregate of $3.5 billion in face value of the 2010 tower revenue notes, using a portion of theproceeds to repay the remaining outstanding 2005 tower revenue notes and the 2006 tower revenue notes. In addition to repaying these tower revenuenotes, we purchased or repaid $237.7 million face value of our debt for $260.1 million in cash.• We paid $697.8 million to settle all of our remaining forward-starting interest rate swaps.• We purchased 4.1 million shares of our common stock for $159.6 million in cash.Liquidity Position. The following is a summary of our capitalization and liquidity position. See "Item 7A. Quantitative and Qualitative DisclosuresAbout Market Risk" and notes 6 and 8 to our consolidated financial statements for additional information regarding our debt.22 December 31, 2010 (In thousands of dollars)Cash and cash equivalents(a)$112,531 Undrawn revolver availability(b)243,000 Debt and other long-term obligations6,778,894 Redeemable preferred stock316,581 Stockholders' equity2,444,994 ____________________(a) Exclusive of $226.0 million of restricted cash.(b) Availability at any point in time is subject to certain restrictions based on the financial maintenance covenants contained in our credit agreement. See "MD&A—Liquidity andCapital Resources—Debt Covenants."Over the next 12 months, we expect that our cash on hand, undrawn revolver availability and cash flows from operating activities (net of cash interestpayments), should be sufficient to cover our expected (1) debt service obligations of $28.7 million (principal payments) and (2) capital expenditures in excessof $300 million (sustaining and discretionary). As CCIC and CCOC are holding companies, this cash flow from operations is generated by our operatingsubsidiaries.Over the next twelve months we have no debt maturing other than nominal principal payments on amortizing debt. We may utilize cash flows fromoperations to repay some or all of the $157.0 million outstanding under the revolver prior to its maturity in September 2013. We do not anticipate the need toaccess the capital markets to refinance our existing debt until at least 2014 when our term loans mature ($625.6 million outstanding as of December 31,2010). However, we may access the capital markets to fund our obligation to redeem all outstanding shares of 6.25% convertible preferred stock in August2012 for approximately $318 million plus any unpaid dividends on that preferred stock. See "Item 7A. Quantitative and Qualitative Disclosures AboutMarket Risk" for a tabular presentation of our debt maturities as of December 31, 2010.Long-term Strategy. We seek to maintain a capital structure that we believe drives long-term shareholder value and optimizes our weighted-average costof capital. Over the long term, we target leverage of approximately five times Adjusted EBITDA and interest coverage of approximately three times AdjustedEBITDA, subject to various factors such as the availability and cost of capital and the potential long-term return on our discretionary investments. Infurtherance of this long-term strategy, we contemplate funding our discretionary investments primarily with operating cash flows and, in certain instances,potential future debt financings and issuances of equity or equity related securities. As a result, anticipated future growth in site rental cash flows andcorresponding increases in Adjusted EBITDA should reduce our leverage. Conversely, as our cash flows and Adjusted EBITDA grow, we may seek toincrease our debt in nominal dollars to maintain or achieve a certain targeted leverage. Despite this long-term strategy, we may increase our leverage over theshorter term in order to pursue a discretionary investment.Summary Cash Flows Information Years Ended December 31, 2010 2009 2008 (In thousands of dollars)Net cash provided by (used for): Operating activities$603,430 $571,256 $513,001 Investing activities(390,949) (172,145) (476,613)Financing activities(866,624) 214,396 47,717 Effect of exchange rate changes on cash528 (2,580) (4,131)Net increase (decrease) in cash and cash equivalents$(653,615) $610,927 $79,974 Operating ActivitiesThe increase in net cash provided by operating activities for 2010 from 2009 and 2008 was due primarily to growth in our core site rental business,partially offset by an increase in the amount of cash used to meet working capital needs. The year-over-year increase in the working capital used in 2010 from2009 of $99.3 million resulted primarily from changes in accrued interest and deferred site rental receivables. Changes in working capital, and particularlychanges in deferred site rental receivables, deferred rental revenues, prepaid ground leases, restricted cash and accrued interest, can have a significant impacton net cash from operating activities, largely due to the timing of prepayments and receipts. We expect net cash provided by operating activities for the yearended December 31, 2011 will be sufficient to cover the next 12 months of our expected debt service obligations and capital expenditures. We expect to grow ourcash flows provided by operating activities in the future (exclusive of movements23in working capital) if we realize expected growth in our site rental business.We pay minimal cash income taxes as a result of our net operating loss carryforwards. We expect to generate taxable income in the future, and basedupon current projections, we expect to fully utilize our $2.4 billion of federal net operating losses by 2017.Investing ActivitiesCapital Expenditures. We categorize our capital expenditures as sustaining or discretionary. Sustaining capital expenditures include capitalized costsrelated to (1) maintenance activities on our towers, which are generally related to replacements and upgrades that extend the life of the asset, (2) vehicles,(3) information technology equipment, and (4) office equipment. Discretionary capital expenditures, which we also commonly refer to as "revenue-generatingcapital expenditures," include (1) purchases of land under towers, (2) tower improvements in order to support additional site rentals, and (3) the constructionof towers.A summary of our capital expenditures for the last three years is as follows: For Years Ended December 31, 2010 2009 2008 (In thousands of dollars)Discretionary: Land purchases$109,097 $25,495 $201,255 Tower improvements and other73,917 101,298 90,111 Construction of towers20,718 18,683 132,301 Sustaining24,326 28,059 27,065 Total$228,058 $173,535 $450,732 As previously mentioned, during 2010 we increased our capital expenditures from our 2009 levels following our financing activities in 2009 and 2010that extended our debt maturities. Other than sustaining capital expenditures, which we expect to be approximately $20 million to $25 million for the yearended December 31, 2011, our capital expenditures are discretionary and are made with respect to activities which we believe exhibit sufficient potential toimprove our long-term results of operations on a per share basis. We expect to use in excess of $300 million of our cash flows on capital expenditures(sustaining and discretionary) for full year 2011, with less than one-third of our total capital expenditures targeted for our existing tower assets related tocustomer installations and related capacity improvement. Our decisions regarding capital expenditures are influenced by the availability and cost of capital andexpected returns on alternative investments. The following is a discussion of certain aspects of our capital expenditures.• Tower improvement capital expenditures typically vary based on (1) the type of work performed on the towers, with the installation of a newantenna typically requiring greater capital expenditures than a modification to an existing installation and (2) the existing capacity of the tower priorto installation.• We increased our purchases of land from 2009 to 2010 as a result of our focus on maintaining long-term control of our assets. We expect to retainlong-term control of our towers by continuing to supplement land purchases with extensions of the terms of ground leases for land under ourtowers.Acquisitions. In September 2010, we acquired NewPath, a provider of DAS networks, through a merger with and into a subsidiary of ours. The totalcash consideration was approximately $128 million. See note 3 to our consolidated financial statements for a further discussion of the NewPath acquisition.Financing ActivitiesAs discussed in "Item 7. MD&A—Liquidity and Capital Resources—Overview," as a result of the financial flexibility afforded us after completingthese financing activities, we increased our discretionary investments, including purchases of our common stock and the settlement of all remaining forward-starting interest rate swaps.Issuances of Debt. During 2010, we refinanced the 2005 tower revenue notes and the 2006 tower revenue notes through the issuance of the January 2010tower revenue notes and the August 2010 tower revenues notes (collectively, "2010 tower revenue notes"). These refinancings extended our debt maturities. As ofDecember 31, 2010, 71% of our CCUSA towers and the cash flows from these towers effectively secure $4.7 billion of our debt. In addition, distributionspaid from our entities that hold approximately 4,900 towers will also service this secured debt. See note 6 to our consolidated financial statements for a furtherdiscussion on the refinancing of our tower revenue notes.24Debt Purchases and Repayments. See note 6 to our consolidated financial statements for a summary of our purchases and repayments of debt during2009 and 2010, including the gains (losses) on purchases and repayments.Interest Rate Swaps. During 2010, we settled all of our forward-starting interest rate swaps. See note 7 to our consolidated financial statements for afurther discussion of interest rate swaps, including (1) cash payments made to settle all remaining forward-starting interest rate swaps and (2) the impact onour earnings.Common Stock Activity. As of December 31, 2010, 2009 and 2008, we had 290.8 million, 292.7 million and 288.5 million common sharesoutstanding, respectively. During 2010, we purchased 4.1 million shares of common stock at an average price of $38.62 per share utilizing $159.6 million incash. We may continue to purchase our common stock in the future as we seek to allocate capital to discretionary investments in a manner that we believe willenhance per share results. See "Item 1. Business—Strategy."Revolving Credit Agreement. The proceeds of our revolving credit facility may be used for general corporate purposes, which may include thefinancing of capital expenditures, acquisitions and purchases of our common stock. Typically, we use our revolving credit facility to fund discretionaryinvestments and not for operating activities such as working capital since we generate cash flows from operations. Our only borrowing under the revolvingcredit facility during 2010 was $157.0 million in December to fund a portion of the cash settlement of our previously outstanding forward-starting interest rateswaps. As of December 31, 2010, the weighted-average interest rate of the revolving credit facility was 2.4% (including the credit spread). See note 6 to ourconsolidated financial statements.Preferred Stock Dividends. We have the option to pay dividends on our 6.25% convertible preferred stock in cash or shares of common stock (valuedat 95% of the current market value of the common stock, as defined) (see "Item 5. Market for Registrant's Common Equity, Related Stockholder Mattersand Issuer Purchases of Equity Securities"). Since 2005, we have elected to pay the dividends in cash and expect to continue to do so for the foreseeablefuture. We are required to redeem all outstanding shares of our 6.25% convertible preferred stock on August 15, 2012 at a price equal to the liquidationpreference plus accumulated and unpaid dividends. The shares of 6.25% convertible preferred stock are convertible, at the option of the holder, in whole or inpart at any time, into shares of common stock at a conversion price of $36.875 per share of common stock. Under certain circumstances, we have the right toconvert the 6.25% convertible preferred stock, in whole or in part, into 8.6 million shares of common stock if the price per share of our common stock equalsor exceeds 120% of the conversion price or $44.25 for at least 20 trading days in any consecutive 30-day trading period.Restricted Cash. Pursuant to the indenture governing our operating companies' debt, all rental cash receipts of the issuers of these debt instruments andtheir subsidiaries are restricted and held by an indenture trustee. The restricted cash in excess of required reserve balances is subsequently released to us inaccordance with the terms of the indentures. See also notes 2 and 6 to our consolidated financial statements.Contractual Cash ObligationsThe following table summarizes our contractual cash obligations as of December 31, 2010. These contractual cash obligations relate primarily to ouroutstanding borrowings and lease obligations for land under our towers. The debt maturities reflect contractual maturity dates and do not consider the impactof the principal payments that will commence following the anticipated repayment dates on the tower revenue notes (see footnote (b)). Years Ending December 31,Contractual Obligations (a)2011 2012 2013 2014 2015 Thereafter Totals (In thousands of dollars)Debt and other long-term obligations(b)$28,687 $29,637 $185,670 $628,413 $889,606 $5,105,577 $6,867,590 Interest payments on debt and other long-termobligations(b) (c)398,956 397,632 396,252 386,641 366,833 7,803,572 9,749,886 Lease obligations(d)298,377 302,865 305,600 306,164 306,938 3,659,949 5,179,893 Redeemable preferred stock— 318,050 — — — — 318,050 Dividend payments on redeemable preferredstock(e)19,877 14,907 — — — — 34,784 Other10,617 1,172 518 1,787 — — 14,094 Total contractual obligations$756,514 $1,064,263 $888,040 $1,323,005 $1,563,377 $16,569,098 $22,164,297 ____________________ (a) The following items are in addition to the obligations disclosed in the above table:• We have a legal obligation to perform certain asset retirement activities, including requirements upon lease termination to remove towers or remediate25the land upon which our towers reside. The cash obligations disclosed in the above table, as of December 31, 2010, are exclusive of estimated undiscounted future cashoutlays for asset retirement obligations of approximately $1.7 billion. As of December 31, 2010, the net present value of these asset retirement obligations was approximately$63.8 million.• We are obligated under letters of credit to various landlords, insurers and other parties in connection with certain contingent retirement obligations under various tower landleases and certain other contractual obligations. The letters of credit were issued through one of CCUSA's lenders in amounts aggregating $13.5 million and expire on variousdates through December 2011.• We are obligated to pay or reimburse others for property taxes related to our towers. See note 14 to our consolidated financial statements.• We have unrecognized tax benefits of $9.2 million as of December 31, 2010. See note 9 to our consolidated financial statements.(b) If the tower revenue notes are not repaid in full by their anticipated repayment dates (ranging from 2015 to 2020), then the interest rate increases by an additional approximately5% per annum and monthly principal payments commence using the Excess Cash Flow of the issuers of the tower revenue notes. The tower revenue notes are presented based ontheir contractual maturity dates and include the impact of an assumed 5% increase in interest rate that would occur following the anticipated repayment dates but exclude theimpact of monthly principal payments that would commence using Excess Cash Flow of the issuers of the tower revenue notes. The full year 2010 Excess Cash Flow of the issuerswas approximately $425.0 million.(c) Interest payments on the floating rate debt are based on estimated rates currently in effect.(d) Amounts relate primarily to lease obligations for the land on which our towers reside, and are based on the assumption that payments will be made through the end of the period forwhich we hold renewal rights. See table below summarizing remaining terms to expiration.(e) The dividends on the preferred stock can be paid in cash or common stock at our election. See note 10 to our consolidated financial statements.The following table summarizes our rights to the land under our towers, including renewal terms at our option, as of December 31, 2010. As ofDecember 31, 2010, the leases for land under our towers had an average remaining life of approximately 31 years, weighted based on site rental gross margin.See "Item 1A. Risk Factors." Remaining Term, In Years(c) Percent of Total Towers Percent of Total Site RentalGross Margins(a) (b)Owned in fee or perpetual or long-term easements 26% 34%20+ years 36% 35%10 years to less than 20 years 27% 22%5 years to less than 10 years 7% 6%1 year to less than 5 years 3% 2%0 to less than 1 year 1% 1%Total 100% 100%____________________ (a) For the year ended December 31, 2010.(b) Without consideration of the term of the customer contract agreement.(c) Inclusive of renewal terms at our option.Debt CovenantsOur debt obligations contain certain financial covenants with which CCIC or our subsidiaries must maintain compliance in order to avoid theimposition of certain restrictions. Various of our debt obligations also place other restrictions on CCIC or our subsidiaries, including the ability to incur debtand liens, purchase our securities, make capital expenditures, dispose of assets, undertake transactions with affiliates, make other investments and paydividends. We are permitted to issue additional indebtedness at CCIC and at our operating subsidiaries if no covenant violations occur (including the belowmentioned restrictive covenants) and certain other requirements are met, which may include rating agency confirmations. See note 6 to our consolidatedfinancial statements for further discussion of our debt covenants.Factors that are likely to determine our subsidiaries' ability to comply with their current and future debt covenants include their (1) financialperformance, (2) levels of indebtedness, and (3) debt service requirements. Given the current level of indebtedness and debt services requirements of oursubsidiaries, the primary risk of a debt covenant violation would be from a deterioration of a subsidiary's financial performance. Should a covenant violationoccur in the future as a result of a shortfall in financial performance (or for any other reason), we might be required to make principal payments earlier thancurrently scheduled and may not have access to additional borrowings under these facilities as long as the covenant violation continues. If we fail to complywith the debt restrictions, we will be in default under those instruments, which could cause the maturity of a substantial portion of our long-term indebtednessto be accelerated. If our operating subsidiaries were to default on the debt, the trustee could seek to pursue the collateral securing the debt, in which case wecould lose the towers and the future revenues associated with the towers. We currently have no financial covenant violations; and based upon our currentexpectations, we believe our operating results will be sufficient to comply with our debt covenants over the near and long-term. See "Item 1A. Risk Factors."The financial maintenance covenants under our debt agreements, exclusive of cash trap reserve covenants, are as follows:26 Debt Current CovenantRequirement As ofDecember 31,2010(d) At Inception(d)Consolidated Leverage Ratio(a)Credit Agreement ≤7.50 5.4 8.9Consolidated Interest Coverage Ratio(b)(c)Credit Agreement ≥2.00 3.1 1.9____________________(a) For consolidated CCIC, this ratio is calculated as the ratio of Consolidated Total Debt (as defined in the credit agreement and calculated in accordance with GAAP) to ConsolidatedAdjusted EBITDA (as defined in the credit agreement) for the most recently completed quarter multiplied by four; at inception the covenant requirement was less than 9.25 anddecreased thereafter in accordance with the credit agreement. Consolidated Adjusted EBITDA is calculated in substantially the same manner as Adjusted EBITDA used in oursegment reporting, which is discussed further in "Item 7. MD&A—Accounting and Reporting Matters—Non-GAAP Financial Measures" and note 16 to our consolidated financialstatements.(b) For consolidated CCIC, this ratio is calculated as the ratio of Consolidated Adjusted EBITDA for the most recently completed quarter multiplied by four to Consolidated Pro formaDebt Service (as defined in the credit agreement). Consolidated Pro forma Debt Service is calculated as interest to be paid over the succeeding 12 months on the principal balance ofdebt then outstanding based on the then current interest rate for such debt.(c) In addition, the credit agreement contains covenants related to the debt service coverage ratios of 2.00, 1.75 and 1.75, respectively, for the 2010 tower revenue notes, 2009securitized notes and 7.75% secured notes, which are calculated in substantially the same manner as the covenants in the respective debt agreements discussed under the cashtrap reserve covenants below. The covenants in the credit agreement are more stringent than the cash trap covenants in the respective debt agreements.(d) The covenant requirement ratios have become more stringent since the inception date in accordance with the credit agreement. The covenant requirement ratios were in compliancewith the credit agreement at the date of inception.The following are the ratios applicable to the cash trap reserve covenants under our debt agreements that could require the cash flows generated by theissuers and their subsidiaries to be deposited in a reserve account and not released to us: Debt CurrentCovenantRequirement(a) As ofDecember 31,2010 At InceptionDebt Service Coverage Ratio(b)2010 Tower Revenue Notes >1.75 3.4 2.9Debt Service Coverage Ratio(b)2009 Securitized Notes >1.30 2.7 2.4Consolidated Fixed Charge Coverage Ratio(b)7.75% Secured Notes >1.35 2.9 2.5____________________(a) The 2009 securitized notes and 2010 tower revenue notes also have amortization coverage thresholds of 1.15 and 1.45, respectively, which could result in applying current andfuture cash in the reserve account to prepay the debt with applicable prepayment consideration. For the 7.75% secured notes, if the Consolidated Fixed Charge Coverage Ratio isequal to or less than 1.20 and the aggregate amount of cash deposited in the reserve account exceeds $100.0 million, the issuing subsidiaries will be required to commence an offer topurchase the 7.75% secured notes using the cash in the reserve account. See note (b) below for a discussion of the calculation of the Debt Service Coverage Ratio andConsolidated Fixed Charge Coverage Ratio.(b) The Debt Service Coverage Ratio and Consolidated Fixed Charge Coverage Ratio are both calculated as site rental revenue (in accordance with GAAP), less: (1) cost of operations(in accordance with GAAP), (2) straight-line rental revenues, (3) straight-line ground lease expenses, (4) management fees, and (5) sustaining capital expenditures, using theresults for the previous 12 months then ended to the amount of interest to be paid over the succeeding 12 months per the terms of the respective agreement.The 9% senior notes and 7.125% senior notes contain restrictive covenants with which CCIC and our restricted subsidiaries must comply, subject to anumber of exceptions and qualifications, including restrictions on our ability to incur incremental debt, issue preferred stock, guarantee debt, pay dividends,repurchase our capital stock, use assets as security in other transactions, sell assets or merge with or into other companies, and make certain investments.Certain of these covenants are not applicable if there is no event of default and if the ratio of our Consolidated Debt (as defined in the senior notes indenture) toour Adjusted Consolidated Cash Flows (as defined in the senior notes indenture) is less than 7.0 to 1. As of December 31, 2010, such restrictions were notapplicable because there has been no event of default and our ratio of Consolidated Debt to Adjusted Consolidated Cash Flows is less than 7.0 to 1; based onour estimates of Consolidated Debt to Adjusted Consolidated Cash Flows and our current indebtedness, we do not expect such restrictions to be applicable forthe foreseeable future. The 9% senior notes and 7.125% senior notes do not contain any financial maintenance covenants.Off-balance Sheet ArrangementsWe have no off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K. Accounting and Reporting MattersCritical Accounting Policies and EstimatesThe following is a discussion of the accounting policies and estimates that we believe (1) are most important to the portrayal of our financial conditionand results of operations and (2) require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect ofmatters that are inherently uncertain. The critical accounting policies and27estimates for 2010 are not intended to be a comprehensive list of our accounting policies and estimates. See note 2 to our consolidated financial statements for asummary of our significant accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP, with noneed for management's judgment. In other cases, management is required to exercise judgment in the application of accounting principles with respect toparticular transactions.Revenue Recognition. Over 90% of our total revenue for 2010 consists of site rental revenues, which are recognized on a monthly basis over the fixed,non-cancelable term of the relevant contract (generally ranging from five to 15 years), regardless of whether the payments from the customer are received inequal monthly amounts. If the payment terms call for fixed escalations (as in fixed dollar or fixed percentage increases) or rent free periods, the effect isrecognized on a straight-line basis over the fixed, non-cancelable term of the contract. When calculating our straight-line rental revenues, we consider all fixedelements of tenant contractual escalation provisions, even if such escalation provisions contain a variable element (such as an escalator tied to an inflation-based index) in addition to a minimum. Up-front billings to customers for their negotiated share of the cost of tower modifications required to accommodate theinstallation of customer equipment are initially deferred and recognized over the term of the applicable site rental contract. Since we recognize revenue on astraight-line basis, a portion of the site rental revenue in a given period represents cash collected or contractually collectible in other periods. We record adeferred site rental receivable for the difference between the straight-lined amount and the rent billed. We record an allowance for uncollectible deferred site rentalrevenues for which increases or reversals of this allowance impact our site rental revenues. See note 2 to our consolidated financial statements.We provide network services relating to our towers, which represent less than 10% of our total revenues for 2010. Network services and other revenuerelate to installation services, as well as the following additional services: site acquisition, architectural and engineering, zoning and permitting, otherconstruction and other services related to network development. Network services revenues are recognized after completion of the applicable service. Weaccount for network services separately from the customer's subsequent site rental.See "Item 1. Business—CCUSA" for a further discussion of our site rental and network services business.Accounting for Long-Lived Assets — Valuation. As of December 31, 2010, our largest asset was our telecommunications towers (representingapproximately $3.9 billion, or 80%, of our $4.9 billion in net book value of property and equipment), followed by intangible assets and goodwill(approximately $2.3 billion and $2.0 billion in net book value, respectively, resulting predominately from the Global Signal Merger in 2007 and otheracquisitions of large tower portfolios). Nearly all (approximately $2.2 billion net book value at December 31, 2010) of our identifiable intangibles relate to thesite rental contracts and customer relationships intangible assets. See note 2 to our consolidated financial statements for further information regarding thenature and composition of the site rental contracts and customer relationships intangible assets.We allocate the purchase price of acquisitions to the assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition.Any purchase price in excess of the net fair value of the assets acquired and liabilities assumed is allocated to goodwill. In the case of the Global SignalMerger, we paid a purchase price that resulted in goodwill for two primary reasons (1) as a strategic measure to ensure that we maintained a tower portfolio of acomparable size to our largest competitor and (2) to deliver the needed control premium necessary to effect the transaction. The fair value of the vast majority ofour assets and liabilities is determined by using either:(1) estimates of replacement costs (for tangible fixed assets such as towers) or(2) discounted cash flow valuation methods (for estimating identifiable intangibles such as site rental contracts and customer relationships and above-market and below-market leases).The purchase price allocation requires subjective estimates that, if incorrectly estimated, could be material to our consolidated financial statements,including the amount of depreciation, amortization and accretion expense. The most important estimates for measurement of tangible fixed assets are (1) thecost to replace the asset with a new asset and (2) the economic useful life after giving effect to age, quality and condition. The most important estimates formeasurement of intangible assets are (1) discount rates and (2) timing and amount of cash flows including estimates regarding customer renewals andcancellations. The determination of the final purchase price allocation could extend over several quarters resulting in the use of preliminary estimates that aresubject to adjustment until finalized.We record the fair value of obligations to perform certain asset retirement activities, including requirements, pursuant to our ground leases, to removetowers or remediate the land upon which our towers reside. In determining the fair value of these asset retirement obligations we must make several subjectiveand highly judgmental estimates such as those related to: (1) timing of cash flows, (2) future costs and (3) discount rates. See note 2 to our consolidatedfinancial statements.Accounting for Long-Lived Assets — Useful Lives. We are required to make subjective assessments as to the useful lives of our tangible and intangibleassets for purposes of determining depreciation, amortization and accretion expense that, if incorrectly28estimated, could be material to our consolidated financial statements. Depreciation expense for our property and equipment is computed using the straight-linemethod over the estimated useful lives of our various classes of tangible assets. The substantial portion of our property and equipment represents the cost ofour towers which is depreciated with an estimated useful life equal to the shorter of (1) 20 years or (2) the term of the lease (including optional renewals) for theland under the tower.The useful life of our intangible assets are estimated based on the period over which the intangible asset is expected to benefit us and gives considerationto the expected useful life of other assets to which the useful life may relate. Amortization expense for intangible assets is computed using the straight-linemethod over the estimated useful life of each of the intangible assets. The useful life of the site rental contracts and customer relationships intangible assets islimited by the maximum depreciable life of the tower (20 years), as a result of the interdependency of the tower and site rental contracts and customerrelationships. In contrast, the site rental contracts and customer relationships are estimated to provide economic benefits for several decades because of the lowrate of customer cancellations and high rate of renewals experienced to date. Thus, while site rental contracts and customer relationships are valued based uponthe fair value of the site rental contracts and customer relationships which includes assumptions regarding both (1) customers' exercise of optional renewalscontained in the acquired contracts and (2) renewals of the acquired contracts past the contractual term including exercisable options, the site rental contractsare amortized over a period not to exceed 20 years as a result of the useful life being limited by the depreciable life of the tower.Accounting for Long-Lived Assets — Impairment Evaluation — Intangibles. We review the carrying values of property and equipment, intangibleassets and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Weutilize the following dual grouping policy for purposes of determining the unit of account for testing impairment of the site rental contracts and customerrelationships:(1) we pool site rental contracts and customer relationships intangible assets and property and equipment into portfolio groups and(2) we separately pool site rental contracts and customer relationships by significant customer or by customer grouping for individually insignificantcustomers, as appropriate.We first pool site rental contracts and customer relationships intangible assets and property and equipment into portfolio groups for purposes ofdetermining the unit of account for impairment testing, because we view towers as portfolios and a tower in a given portfolio and its related customer contractsare not largely independent of the other towers in the portfolio. We re-evaluate the appropriateness of the pooled groups at least annually. This use of grouping isbased in part on (1) our limitations regarding disposal of towers, (2) the interdependencies of tower portfolios and (3) the manner in which towers are traded inthe marketplace. The vast majority of our site rental contracts and customer relationships intangible assets and property and equipment are pooled into theU.S. owned tower group. Secondly, and separately, we pool site rental contracts and customer relationships by significant customer or by customer groupingfor individually insignificant customers, as appropriate, for purposes of determining the unit of account for impairment testing because we associate the valueascribed to site rental contracts and customer relationships intangible assets to the underlying contracts and related customer relationships acquired.Our determination that an adverse event or change in circumstance has occurred that indicates that the carrying amounts may not be recoverable willgenerally involve (1) a deterioration in an asset's financial performance compared to historical results, (2) a shortfall in an asset's financial performancecompared to forecasted results, or (3) changes affecting the utility of the asset. When considering the utility of our assets, we consider events that wouldmeaningfully impact (1) our towers or (2) our customer relationships. For example, consideration would be given to events that impact (1) the structuralintegrity and longevity of our towers or (2) our ability to derive benefit from our existing customer relationships, including events such as bankruptcy orinsolvency or loss of a significant customer. During 2010, there were no events or circumstances that caused us to review the carrying value of our intangibleassets and property and equipment due in part to our assets performing consistently with or better than our expectations.If the sum of the estimated future cash flows (undiscounted) from an asset, or portfolio group, significant customer or customer group (for individuallyinsignificant customers), as applicable, is less than its carrying amount, an impairment loss is recognized. If the carrying value were to exceed theundiscounted cash flows, measurement of an impairment loss would be based on the fair value of the asset, which is based on an estimate of discountedfuture cash flows. The most important estimates for such calculations of undiscounted cash flows are (1) the expected additions of new tenants and equipmenton our towers and (2) estimates regarding customer cancellations and renewals of contracts. We could record impairments in the future if changes in long-termmarket conditions, expected future operating results or the utility of the assets results in changes for our impairment test calculations which negatively impactthe fair value of our property and equipment and intangible assets, or if we changed our unit of account in the future.When grouping assets into pools for purposes of impairment evaluation, we also consider individual towers within a grouping for which we currentlyhave no tenants. Approximately 2% of our total towers currently have no tenants. We continue to pay29operating expenses on these towers in anticipation of obtaining tenants on these towers in the future, primarily because of the individual tower sitedemographics. In fact, we have current visibility to potential tenants on approximately half of these towers. To the extent we do not believe there are long-termprospects of obtaining tenants on an individual tower and all other possible avenues for recovering the carrying value of the tower have been exhausted,including sale of the tower, we appropriately reduce the carrying value of such towers.Accounting for Long-Lived Assets — Impairment Evaluation — Goodwill. Nearly all of our goodwill is recorded at CCUSA. We test goodwill forimpairment on an annual basis, regardless of whether adverse events or changes in circumstances have occurred. The annual test begins with goodwill and allintangible assets being allocated to applicable reporting units. Goodwill is then tested using a two-step process that begins with an estimation of fair value of thereporting unit using an income approach, which looks to the present value of expected future cash flows. The first step, commonly referred to as a "step oneimpairment test," is a screen for potential impairment while the second step measures the amount of impairment if there is an indication from the first step thatone exists. Our reporting units are the operating segments since segment management operates their respective tower portfolios as a single network. Ourmeasurement of the fair value for goodwill is based on an estimate of discounted future cash flows of the reporting unit. The most important estimates for suchcalculations are (1) expected additions of new tenants and equipment on our towers, (2) estimates regarding customer cancellations and renewal of customercontracts, (3) the terminal multiple for our projected cash flows, (4) our weighted-average cost of capital, and (5) control premium.On October 1, 2010, we performed our annual goodwill impairment test. The results of this test indicated that goodwill was not impaired at either of ourreporting units. The fair value of our net assets as measured by our market capitalization was over five times greater than the aggregate carrying amount of thereporting units as of December 31, 2010. Although we currently are not at risk of failing a step one impairment test, a future change in our reporting units (unitof account) or assumptions surrounding the most important estimates included in our impairment test could result in the recognition of an impairment.Interest Rate Swaps. We enter into interest rate swaps to manage and reduce our interest rate risk. The designation of our interest rate swaps as cashflow hedges requires judgment, including with respect to the required assessment of the effectiveness of hedging relationships both at inception and on an on-going basis. The effective portion of changes in fair value of interest rate swaps designated as cash flow hedges is recorded in AOCI and is recognized inearnings when the hedged item affects earnings. In contrast, the change in fair value of interest rate swaps related to hedge ineffectiveness and for those notdesignated as cash flow hedges is immediately marked to market in earnings. In assessing the effectiveness of our forward-starting swaps both at inceptionand on an on-going basis, we must make several highly subjective and judgmental estimates such as assessing (1) the timing, amount, nature and probabilityof future expected refinancings and (2) whether it is probable that the counterparties to our swaps will default. See also notes 2, 7 and 8 to our consolidatedfinancial statements.Deferred Income Taxes. We record deferred income tax assets and liabilities on our consolidated balance sheet related to events that impact our financialstatements and tax returns in different periods. In order to compute these deferred tax balances, we first analyze the differences between the book basis and taxbasis of our assets and liabilities (referred to as "temporary differences"). These temporary differences are then multiplied by current tax rates to arrive at thebalances for the deferred income tax assets and liabilities. A valuation allowance is provided on deferred tax assets that do not meet the "more likely than not"realization threshold. We recognize a tax position if it is more likely than not it will be sustained upon examination. The tax position is measured at the largestamount that is greater than 50 percent likely of being realized upon ultimate settlement.Before giving effect to any valuation allowances, we are in an overall net deferred tax asset position. Due to our history of tax operating losses, we haverecorded a valuation allowance on our net deferred tax assets that do not meet the "more likely than not" realization threshold. As a result, we are in effectlimited in our ability to recognize tax benefits in our results of operations in the future. As further discussed in note 9 to our consolidated financial statements,we do not anticipate recognizing additional federal tax benefits, unless future discrete events allow us to record additional deferred tax liabilities. If ourexpectations about the future tax consequences of past events should prove to be inaccurate, the balances of our deferred income tax assets and liabilities couldrequire significant adjustments in future periods. Such adjustments could cause a material effect on our results of operations for the period of the adjustment.Impact of Accounting Standards Issued But Not Yet Adopted and Those Adopted in 2010In October 2009, FASB issued guidance that addressed how to recognize revenue for transactions with multiple deliverables. This guidance revises thecriteria for separating, measuring and allocating arrangement consideration to each consideration deliverable, which must be estimated if there is not a historyof selling the deliverable on a stand-alone basis or third-party evidence of selling price. The provisions of this guidance are effective for us as of January 1,2011 and will be applied prospectively. We expect that the adoption of this guidance will not have a material impact on our consolidated financial statementsand will not result in a change to the pattern and timing of our revenue recognition.Non-GAAP Financial Measures30Our measurement of profit or loss currently used to evaluate the operating performance of our operating segments is earnings before interest, taxes,depreciation, amortization and accretion, as adjusted, or Adjusted EBITDA. Our definition of Adjusted EBITDA is set forth in "Item 7. MD&A—Results ofOperations—Comparison of Operating Segments." Our measure of Adjusted EBITDA may not be comparable to similarly titled measures of othercompanies, including companies in the tower sector, and is not a measure of performance calculated in accordance with GAAP. Adjusted EBITDA should notbe considered in isolation or as a substitute for operating income or loss, net income or loss, cash flows provided by (used for) operating, investing andfinancing activities or other income statement or cash flow statement data prepared in accordance with GAAP.We believe Adjusted EBITDA is useful to an investor in evaluating our operating performance because:• it is the primary measure used by our management to evaluate the economic productivity of our operations, including the efficiency of ouremployees and the profitability associated with their performance, the realization of contract revenue under our long-term contracts, our ability toobtain and maintain our customers and our ability to operate our site rental business effectively;• it is the primary measure of profit and loss used by management for purposes of making decisions about allocating resources to, and assessing theperformance of, our operating segments;• it is similar to the measure of current financial performance generally used in our debt covenant calculations;• although specific definitions may vary, it is widely used in the tower sector to measure operating performance without regard to items such asdepreciation, amortization and accretion, which can vary depending upon accounting methods and the book value of assets; and• we believe it helps investors meaningfully evaluate and compare the results of our operations from (1) period to period and (2) to our competitorsby removing the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation,amortization and accretion) from our operating results.Our management uses Adjusted EBITDA:• with respect to compliance with our debt covenants, which require us to maintain certain financial ratios including, or similar to, AdjustedEBITDA;• as the primary measure of profit and loss for purposes of making decisions about allocating resources to, and assessing the performance of, ouroperating segments;• as a performance goal in employee annual incentive compensation;• as a measurement of operating performance because it assists us in comparing our operating performance on a consistent basis as it removes theimpact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization andaccretion) from our operating results;• in presentations to our board of directors to enable it to have the same measurement of operating performance used by management;• for planning purposes, including preparation of our annual operating budget;• as a valuation measure in strategic analyses in connection with the purchase and sale of assets; and• in determining self-imposed limits on our debt levels, including the evaluation of our leverage ratio and interest coverage ratio.There are material limitations to using a measure such as Adjusted EBITDA, including the difficulty associated with comparing results among morethan one company, including our competitors, and the inability to analyze certain significant items, including depreciation and interest expense, that directlyaffect our net income or loss. Management compensates for these limitations by considering the economic effect of the excluded expense items independently aswell as in connection with their analysis of net income (loss). Item 7A. Quantitative and Qualitative Disclosures About Market RiskOur primary exposures to market risks are related to changes in interest rates and foreign currency exchange rates which may adversely affect our resultsof operations and financial position. We seek to manage exposure to changes in interest rates where economically prudent to do so by utilizing predominatelyfixed rate debt. We do not currently hedge against foreign currency exchange risks.Interest Rate RiskOur interest rate risk relates primarily to the impact of interest rate movements on the following:• the potential refinancing of our existing debt;• our $782.6 million of floating rate debt representing approximately 11% of total debt, of which $600 million has been fixed until December 2011through interest rate swaps; and31• potential future borrowings of incremental debt.Potential Refinancing of Existing DebtOver the next 12 months we have no debt maturities other than nominal principal payments on amortizing debt. We do not anticipate the need to accessthe capital markets to refinance our existing debt until at least 2014 when our term loans mature. In addition, we may access the capital markets to fund ourobligation to redeem all outstanding shares of 6.25% convertible preferred stock in August 2012 for approximately $318 million in addition to any unpaiddividends on that preferred stock. As of December 31, 2010, we have no interest rate swaps hedging any refinancings. See "Item 7. MD&A—Liquidity andCapital Resources—Overview."Floating Rate DebtWe manage our exposure to market interest rates on our existing debt by (1) controlling the mix of fixed and floating rate debt and (2) utilizing interest rateswaps to hedge variability in cash flows from changes in LIBOR on our outstanding floating rate debt. As of December 31, 2010, we had $782.6 million offloating rate debt, of which $600.0 million is effectively converted to a fixed rate through an interest rate swap until December 2011. As a result, a hypotheticalunfavorable fluctuation in market interest rates on our existing debt of two percentage points over a twelve-month period would increase our interest expense byapproximately $3.7 million.Potential Future Borrowings of Incremental DebtWe typically do not hedge our exposure to interest rates on potential future borrowings of incremental debt for a substantial period prior to issuance. See"Item 7. MD&A—Liquidity and Capital Resources" regarding our short-term liquidity strategy. 32The following table provides information about our market risk related to changes in interest rates. The future principal payments and weighted-averageinterest rates are presented as of December 31, 2010. These debt maturities reflect contractual maturity dates, and do not consider the impact of the principalpayments that will commence following the anticipated repayment dates on the tower revenue notes (see footnote (c)). See note 6 to our consolidated financialstatements for additional information regarding our debt. Future Principal Payments and Interest Rates by the Debt Instruments' Contractual Year of Maturity 2011 2012 2013 2014 2015 Thereafter Total Fair Value(a) (Dollars in thousands)Fixed rate debt (c)$22,187 $23,137 $22,170 $22,288 $889,606 $5,105,577 (c)$6,084,965 (c)$6,344,787 Average interest rate(b)(c)5.5% 5.9% 6.0% 6.1% 8.9% 9.3%(c)9.2%(c) Variable rate debt$6,500 $6,500 $163,500 $606,125 $— $— $782,625 $776,369 Average interest rate (d)1.8% 1.8% 2.4% 1.8% — — 1.9% ____________________(a) The fair value of our debt is based on indicative quotes (that is, non-binding quotes) from brokers that require judgment to interpret market information, including implied creditspreads for similar borrowings on recent trades or bid/ask offers. These fair values are not necessarily indicative of the amount, which could be realized in a current market exchange.(b) The average interest rate represents the weighted-average stated coupon rate (see footnote (c)).(c) The impact of principal payments that will commence following the anticipated repayment dates are not considered. The anticipated repayment dates are 2015, 2017 and 2020, asapplicable for the 2010 tower revenue notes. As previously discussed, if the tower revenue notes are not repaid in full by their anticipated repayment dates, the applicable interestrate increases by an additional approximately 5% per annum and monthly principal payments commence using the Excess Cash Flow of the issuers of the tower revenue notes. Thetower revenue notes are presented based on their contractual maturity dates ranging from 2035 to 2040 and include the impact of an assumed 5% increase in interest rate that wouldoccur following the anticipated repayment dates but exclude the impact of monthly principal payments that would commence using Excess Cash Flow of the issuers of the towerrevenue notes. The full year 2010 Excess Cash Flow of such issuers was approximately $425.0 million.(d) The interest rate represents the rate currently in effect and excludes the impact of interest rate swaps. We have effectively fixed the interest rate on $600.0 million of debt atapproximately 1.3% (plus the applicable credit spread) through an interest rate swap until December 2011. 33Foreign Currency RiskThe vast majority of our foreign currency risk is related to the Australian dollar which is the functional currency of CCAL. CCAL represented 5% ofour consolidated revenues and 4% of our consolidated operating income for 2010. As of December 31, 2010, the Australian dollar exchange rate hadstrengthened compared to the U.S. dollar by approximately 16% from the average rate for 2009. See "Item 7. MD&A—Results of Operations—Comparisonof Operating Segments."Foreign exchange markets have recently been volatile, and we expect foreign exchange markets to continue to be volatile over the near term. We believe therisk related to our financial instruments (exclusive of inter-company financing deemed a long-term investment) denominated in Australian dollars is notsignificant to our financial condition. A hypothetical increase or decrease of 25% in Australian dollar exchange rate would increase or decrease the fair value ofour financial instruments by approximately $8 million. Item 8. Financial Statements and Supplementary Data Crown Castle International Corp. and SubsidiariesIndex to Consolidated Financial Statements PageReport of KPMG LLP, Independent Registered Public Accounting Firm35Consolidated Balance Sheet as of December 31, 2010 and 200936Consolidated Statement of Operations and Comprehensive Income (Loss) for each of the three years in the period ended December 31, 201037Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, 201038Consolidated Statement of Equity for each of the three years in the period ended December 31, 201039Notes to Consolidated Financial Statements41 34REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Board of Directors and StockholdersCrown Castle International Corp.:We have audited the accompanying consolidated balance sheets of Crown Castle International Corp. and subsidiaries (the Company) as of December 31,2010 and 2009, and the related consolidated statements of operations and comprehensive income (loss), cash flows, and equity for each of the years in thethree-year period ended December 31, 2010. In connection with our audits of the consolidated financial statements, we also have audited financial statementschedule II. These consolidated financial statements and the financial statement schedule are the responsibility of the Company's management. Ourresponsibility is to express an opinion on these consolidated financial statements and the 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 standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An auditincludes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe thatour audits provide a reasonable basis for our opinion.In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Crown CastleInternational Corp. and subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the years in thethree-year period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financialstatement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, theinformation set forth therein.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Crown Castle InternationalCorp.'s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control—Integrated Framework issuedby the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 15, 2011 expressed an unqualifiedopinion on the effectiveness of the Company's internal control over financial reporting./s/ KPMG LLPPittsburgh, PennsylvaniaFebruary 15, 2011 35CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEET(In thousands of dollars, except share amounts) December 31, 2010 2009ASSETS Current assets: Cash and cash equivalents$112,531 $766,146 Restricted cash221,015 213,514 Receivables net of allowance of $5,683 and $5,497, respectively59,912 44,431 Prepaid expenses65,856 68,551 Deferred income tax assets59,098 76,089 Deferred site rental receivables and other current assets, net26,733 27,302 Total current assets545,145 1,196,033 Property and equipment, net4,893,651 4,895,983 Goodwill2,029,296 1,984,804 Site rental contracts and customer relationships, net2,197,378 2,302,256 Other intangible assets, net116,551 103,166 Deferred site rental receivables, long-term prepaid rent, deferred financing costs and other assets687,508 474,364 Total assets$10,469,529 $10,956,606 LIABILITIES AND EQUITY Current liabilities: Accounts payable$39,649 $33,053 Accrued interest65,191 69,476 Deferred revenues202,123 179,649 Interest rate swaps5,198 160,121 Other accrued liabilities100,037 94,610 Short-term debt, current maturities of debt and other obligations28,687 217,196 Total current liabilities440,885 754,105 Debt and other long-term obligations6,750,207 6,361,954 Deferred income tax liabilities66,686 74,117 Deferred ground lease payable, interest rate swaps and other liabilities450,176 514,691 Total liabilities7,707,954 7,704,867 Commitments and contingencies (note 14) Redeemable preferred stock, $0.1 par value; 20,000,000 shares authorized; shares issued and outstanding: December 31,2010 and 2009—6,361,000; stated net of unamortized issue costs; mandatory redemption and aggregate liquidation value of$318,050316,581 315,654 CCIC stockholders' equity: Common stock, $.01 par value; 600,000,000 shares authorized; shares issued and outstanding: December 31, 2010—290,826,284 and December 31, 2009—292,729,6842,908 2,927 Additional paid-in capital5,581,525 5,685,874 Accumulated other comprehensive income (loss)(178,978) (124,224)Accumulated deficit(2,960,082) (2,628,336)Total CCIC stockholders' equity2,445,373 2,936,241 Noncontrolling interest(379) (156)Total equity2,444,994 2,936,085 Total liabilities and equity$10,469,529 $10,956,606 See accompanying notes to consolidated financial statements.36CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)(In thousands of dollars, except per share amounts) Years Ended December 31, 2010 2009 2008Net revenues: Site rental$1,700,761 $1,543,192 $1,402,559 Network services and other177,897 142,215 123,945 1,878,658 1,685,407 1,526,504 Operating expenses: Costs of operations(a): Site rental467,136 456,560 456,123 Network services and other114,241 92,808 82,452 General and administrative165,356 153,072 149,586 Asset write-down charges13,687 19,237 16,888 Acquisition and integration costs2,102 — 2,504 Depreciation, amortization and accretion540,771 529,739 526,442 Total operating expenses1,303,293 1,251,416 1,233,995 Operating income (loss)575,365 433,991 292,509 Interest expense and amortization of deferred financing costs(490,269) (445,882) (354,114)Impairment of available-for-sale securities— — (55,869)Gains (losses) on purchases and redemptions of debt(138,367) (91,079) 42 Net gain (loss) on interest rate swaps(286,435) (92,966) (37,888)Interest and other income (expense)1,601 5,413 2,101 Income (loss) before income taxes(338,105) (190,523) (153,219)Benefit (provision) for income taxes26,846 76,400 104,361 Net income (loss)(311,259) (114,123) (48,858)Less: Net income (loss) attributable to the noncontrolling interest(319) 209 — Net income (loss) attributable to CCIC stockholders(310,940) (114,332) (48,858)Dividends on preferred stock(20,806) (20,806) (20,806)Net income (loss) attributable to CCIC stockholders after deduction of dividends on preferred stock$(331,746) $(135,138) $(69,664)Net income (loss)$(311,259) $(114,123) $(48,858)Other comprehensive income (loss): Available-for-sale securities, net of taxes of $0, $0, and $0: Unrealized gains (losses), net of taxes738 6,799 (55,869)Amounts reclassified into results of operations, net of taxes— — 55,869 Derivative instruments, net of taxes of $(14,997), $60,324 and $48,879: Net change in fair value of cash flow hedging instruments, net of taxes(140,194) 80,789 (392,993)Amounts reclassified into results of operations, net of taxes56,890 154,891 6,949 Foreign currency translation adjustments27,908 41,399 (48,451)Comprehensive income (loss)(365,917) 169,755 (483,353)Less: Comprehensive income (loss) attributable to the noncontrolling interest(223) (18) — Comprehensive income (loss) attributable to CCIC stockholders$(365,694) $169,773 $(483,353)Net income (loss) attributable to CCIC common stockholders, after deduction of dividends on preferredstock, per common share – basic and diluted$(1.16) $(0.47) $(0.25)Weighted-average common shares outstanding – basic and diluted (in thousands)286,764 286,622 282,007 ____________________(a) Exclusive of depreciation, amortization and accretion shown separately. See accompanying notes to consolidated financial statements.37CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF CASH FLOWS(In thousands of dollars) Years Ended December 31, 2010 2009 2008Cash flows from operating activities: Net income (loss)$(311,259) $(114,123) $(48,858)Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: Depreciation, amortization and accretion540,771 529,739 526,442 Gains (losses) on purchases and redemptions of long-term debt138,367 91,079 (42)Amortization of deferred financing costs and other non-cash interest85,454 61,357 24,830 Stock-based compensation expense36,540 29,225 25,896 Asset write-down charges13,687 19,237 16,888 Deferred income tax benefit (provision)(26,196) (74,410) (113,557)Income (expense) from forward-starting interest rate swaps286,435 90,302 34,111 Impairment of available-for-sale securities— — 55,869 Other adjustments857 821 (1,745)Changes in assets and liabilities, excluding the effects of acquisitions: Increase (decrease) in accrued interest(4,285) 52,705 (1,031)Increase (decrease) in accounts payable1,702 (1,703) (2,564)Increase (decrease) in deferred revenues, deferred ground lease payables, otheraccrued liabilities and other liabilities39,012 9,317 80,701 Decrease (increase) in receivables(11,653) (4,830) (5,010)Decrease (increase) in prepaid expenses, deferred site rental receivables, long-termprepaid rent, restricted cash and other assets(186,002) (117,460) (78,929)Net cash provided by (used for) operating activities603,430 571,256 513,001 Cash flows from investing activities: Proceeds from disposition of property and equipment3,092 3,988 1,855 Payment for acquisitions of businesses, net of cash acquired(139,158) (2,598) (27,736)Capital expenditures(228,058) (173,535) (450,732)Payments for investments and other(26,825) — — Net cash provided by (used for) investing activities(390,949) (172,145) (476,613)Cash flows from financing activities: Proceeds from issuance of long-term debt3,450,000 2,726,348 — Proceeds from issuance of capital stock18,731 45,049 8,444 Principal payments on debt and other long-term obligations(26,398) (6,500) (6,500)Purchases and redemptions of long-term debt(3,541,312) (2,191,719) (282)Purchases of capital stock(159,639) (3,003) (44,685)Borrowings under revolving credit agreements157,000 50,000 94,400 Payments under revolving credit agreements— (219,400) — Payments for financing costs(59,259) (67,760) (1,527)Payments for forward-starting interest rate swap settlements(697,821) (36,670) — Net (increase) decrease in restricted cash11,953 (62,071) 17,745 Dividends on preferred stock(19,879) (19,878) (19,878)Net cash provided by (used for) financing activities(866,624) 214,396 47,717 Effect of exchange rate changes on cash528 (2,580) (4,131)Net increase (decrease) in cash and cash equivalents(653,615) 610,927 79,974 Cash and cash equivalents at beginning of year766,146 155,219 75,245 Cash and cash equivalents at end of year$112,531 $766,146 $155,219 See accompanying notes to consolidated financial statements.38CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF EQUITY(In thousands of dollars, except share amounts) CCIC Stockholders' Equity Common Stock Accumulated Other Comprehensive Income (loss) ("AOCI") Shares ($.01 Par) AdditionalPaid-InCapital ForeignCurrencyTranslationAdjustments DerivativeInstruments UnrealizedGains(Losses) onAvailable-for-saleSecurities AccumulatedDeficit NoncontrollingInterest TotalBalance, January 1, 2008282,507,106 $2,825 $5,561,454 $75,272 $(49,106) $— $(2,423,534) $— $3,166,911 Issuances of capitalstock, net of forfeitures7,168,244 72 71,830 — — — — — 71,902 Purchases and retirementof capital stock(1,210,919) (12) (44,673) — — — — — (44,685)Stock-basedcompensation expense— — 25,896 — — — — — 25,896 Foreign currencytranslation adjustments— — — (48,451) — — — — (48,451)Available-for-salesecurities: Unrealized gain(loss), net of tax— — — — — (55,869) — — (55,869)Amountsreclassified intoresults ofoperations, net oftax— — — — — 55,869 — — 55,869 Derivative instruments: Net change in fairvalue of cash flowhedginginstruments, netof tax— — — — (392,993) — — — (392,993)Amountsreclassified intoresults ofoperations, net oftax— — — — 6,949 — — — 6,949 Dividends on preferredstock— — — — — — (20,806) — (20,806)Net income (loss)— — — — — — (48,858) — (48,858)Balance, December 31, 2008288,464,431 $2,885 $5,614,507 $26,821 $(435,150) $— $(2,493,198) $— $2,715,865 39 CCIC Stockholders’ Equity Common Stock Accumulated Other Comprehensive Income (loss) Shares ($.01 Par) AdditionalPaid-InCapital ForeignCurrencyTranslationAdjustments DerivativeInstruments UnrealizedGains(Losses) onAvailable-for-saleSecurities AccumulatedDeficit NoncontrollingInterest TotalBalance, December 31, 2008288,464,431 $2,885 $5,614,507 $26,821 $(435,150) $— $(2,493,198) $— $2,715,865 Issuances of capital stock,net of forfeitures4,381,128 43 45,006 — — — — — 45,049 Purchases and retirementof capital stock(115,875) (1) (2,864) — — — — (138) (3,003)Stock-based compensationexpense— — 29,225 — — — — — 29,225 Foreign currencytranslation adjustments— — — 41,626 — — — (227) 41,399 Available-for-salesecurities: — Unrealized gain(loss), net of tax— — — — — 6,799 — — 6,799 Derivative instruments: Net change in fairvalue of cash flowhedginginstruments, net oftax— — — — 80,789 — — — 80,789 Amountsreclassified intoresults ofoperations, net oftax— — — — 154,891 — — — 154,891 Dividends on preferredstock— — — — — — (20,806) — (20,806)Net income (loss)— — — — — — (114,332) 209 (114,123)Balance, December 31, 2009292,729,684 $2,927 $5,685,874 $68,447 $(199,470) $6,799 $(2,628,336) $(156) $2,936,085 Issuances of capital stock,net of forfeitures2,230,458 22 18,709 — — — — — 18,731 Purchases and retirementof capital stock(4,133,858) (41) (159,598) — — — — — (159,639)Stock-based compensationexpense— — 36,540 — — — — — 36,540 Foreign currencytranslation adjustments— — — 27,812 — — — 96 27,908 Available-for-salesecurities: Unrealized gain(loss), net of tax— — — — — 738 — — 738 Derivative instruments: Net change in fairvalue of cash flowhedginginstruments, net oftax— — — — (140,194) — — — (140,194)Amountsreclassified intoresults ofoperations, net oftax— — — — 56,890 — — — 56,890 Dividends on preferredstock— — — — — — (20,806) — (20,806)Net income (loss)— — — — — (310,940) (319) (311,259)Balance, December 31, 2010290,826,284 $2,908 $5,581,525 $96,259 $(282,774) $7,537 $(2,960,082) $(379) $2,444,994 See accompanying notes to consolidated financial statements.40NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Tabular dollars in thousands, except per share amounts) 1. Basis of PresentationThe consolidated financial statements include the accounts of Crown Castle International Corp. ("CCIC") and its majority and wholly-ownedsubsidiaries, collectively referred to herein as the "Company." All significant intercompany balances and transactions have been eliminated in consolidation.Certain reclassifications have been made to the prior year's financial statements to be consistent with the presentation in the current year.The Company owns, operates and leases towers and other wireless infrastructure, including distributed antenna system ("DAS") networks in the U.S.and rooftop installations (unless the context otherwise suggests or requires, references herein to "towers" include such other wireless infrastructure). TheCompany's primary business is the renting of antenna space to wireless communications companies via long-term contracts in various forms, includinglicenses, subleases and lease agreements (collectively, "contracts"). To a lesser extent, the Company performs network services relating to its towers, primarilyconsisting of antenna installations and subsequent augmentations (collectively, "installation services"), as well as the following additional services: siteacquisition, architectural and engineering, zoning and permitting, other construction and other services related network development. The Company conductsits operations through tower portfolios in the United States, including Puerto Rico ("U.S." or "CCUSA") and Australia (referred to as "CCAL").The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to makeestimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of thefinancial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. Summary of Significant Accounting PoliciesCash EquivalentsCash equivalents consist of highly liquid investments with original maturities of three months or less.Restricted CashRestricted cash represents the cash held in reserve by the indenture trustees pursuant to the indenture governing certain of the Company's debtinstruments as well as any other cash whose use is limited by contractual provisions. The restriction of all rental cash receipts is a critical feature of these debtinstruments, due to the applicable indenture trustee's ability to utilize the restricted cash for the payment of (1) debt service costs, (2) ground rents, (3) realestate and personal property taxes, (4) insurance premiums related to towers, (5) other assessments by governmental authorities and potential environmentalremediation costs, and (6) a portion of advance rents from customers. The restricted cash in excess of required reserve balances is subsequently released to theCompany in accordance with the terms of the indentures. The increases and decreases in restricted cash have aspects of cash flows from financing as well ascash flows from operating activities and, as such, could be classified as either on the consolidated statement of cash flows. The Company has classified theincreases and decreases in restricted cash as cash flows from financing activities based on consideration of the terms of the related indebtedness. TheCompany has classified the change in the other remaining restricted cash, which was an outflow of $18.9 million, $3.6 million, and $-0- for the years endingDecember 31, 2010, 2009 and 2008, respectively, as cash flows from operating activities on the consolidated statement of cash flows.Receivables AllowanceAn allowance for doubtful accounts is recorded as an offset to accounts receivable in order to present a net balance that the Company believes will becollected. An allowance for uncollectible amounts is recorded to offset the deferred site rental receivables that arise from site rental revenues recognized in excessof amounts currently due under the contract. The Company uses judgment in estimating these allowances and considers historical collections, current creditstatus and contractual provisions. Additions to the allowance for doubtful accounts are charged either to "site rental costs of operations" or to "networkservices and other costs of operations," as appropriate; and deductions from the allowance are recorded when specific accounts receivable are written off asuncollectible. Additions or reversals to the allowance for uncollectible deferred site rental receivables are charged to site rental revenues, and deductions from theallowance are recorded as contracts terminate. The allowance for uncollectible deferred site rental receivables was $5.1 million and $3.6 million as ofDecember 31, 2010 and 2009, respectively.Property and EquipmentProperty and equipment is stated at cost, net of accumulated depreciation. Depreciation is computed utilizing the straight-41 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) line method at rates based upon the estimated useful lives of the various classes of assets. Depreciation of towers is computed with a useful life equal to theshorter of 20 years or the term of the underlying ground lease (including optional renewal periods). Additions, renewals and improvements are capitalized,while maintenance and repairs are expensed. Upon the sale or retirement of an asset, the related cost and accumulated depreciation are removed from theaccounts and any gain or loss is recognized. The carrying value of property and equipment will be reviewed for impairment whenever events or changes incircumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the estimated future cash flows (undiscounted) expected toresult from the use and eventual disposition of an asset is less than the carrying amount of the asset, an impairment loss is recognized. Measurement of animpairment loss is based on the fair value of the asset. Construction in process is impaired when projects are abandoned or terminated.Asset Retirement ObligationsThe Company records obligations associated with retirement of long-lived assets and the associated asset retirement costs. The fair value of the liabilityfor asset retirement obligations, which represents the net present value of the estimated expected future cash outlay, is recognized in the period in which it isincurred and the fair value of the liability can reasonably be estimated. Changes subsequent to initial measurement resulting from revisions to the timing oramount of the original estimate of undiscounted cash flows are recognized as an increase or decrease in the carrying amount of the liability and related carryingamount of the capitalized asset. Asset retirement obligations are included in "deferred ground lease payable, interest rate swaps and other liabilities" on theCompany's consolidated balance sheet. The liability accretes as a result of the passage of time and the related accretion expense is included in "depreciation,amortization and accretion expense" on the Company's consolidated statement of operations and comprehensive income (loss). The associated asset retirementcosts are capitalized as an additional carrying amount of the related long-lived asset and depreciated over the useful life of such asset.GoodwillGoodwill represents the excess of the purchase price for an acquired business over the allocated value of the related net assets. The Company testsgoodwill for impairment on an annual basis, regardless of whether adverse events or changes in circumstances have occurred. The annual test begins withgoodwill and all intangible assets being allocated to applicable reporting units. Goodwill is then tested using a two-step process that begins with an estimationof fair value of the reporting unit using an income approach, which looks to the present value of expected future cash flows. The first step, commonly referredto as a "step-one impairment test," is a screen for potential impairment while the second step measures the amount of impairment if there is an indication fromthe first step that one exists. The Company's measurement of the fair value for goodwill is based on an estimate of discounted future cash flows of thereporting unit. The Company performed its annual goodwill impairment test as of October 1, 2010 and determined goodwill was not impaired at any reportingunits.Intangible AssetsIntangible assets are included in "site rental contracts and customer relationships, net" and "other intangible assets, net" on the Company's consolidatedbalance sheet and predominately consist of the estimated fair value of the following items recorded in conjunction with acquisitions: (1) site rental contractsand customer relationships, (2) below-market leases for land under the acquired towers, (3) term easement rights for land under the acquired towers, and(4) trademarks. The site rental contracts and customer relationships intangible assets are comprised of (1) the current term of the existing contracts, (2) theexpected exercise of the renewal provisions contained within the existing contracts, which automatically occur under contractual provisions, and (3) anyassociated relationships that are expected to generate value following the expiration of all renewal periods under existing contracts. Deferred credits related toabove-market leases for land under the Company's towers recorded in conjunction with acquisitions are recorded at their estimated fair value and are includedin "deferred ground lease payable, interest rate swaps and other liabilities" on the Company's consolidated balance sheet.The useful lives of intangible assets are estimated based on the period over which the intangible asset is expected to benefit the Company and givesconsideration to the expected useful life of other assets to which the useful life may relate. Amortization expense for intangible assets is computed using thestraight-line method over the estimated useful life of each of the intangible assets. The useful life of the site rental contracts and customer relationshipsintangible asset is limited by the maximum depreciable life of the tower (20 years), as a result of the interdependency of the tower and site rental contracts andcustomer relationships. In contrast, the site rental contracts and customer relationships are estimated to provide economic benefits for several decades becauseof the low rate of customer cancellations and high rate of renewals experienced to date. Thus, while site rental contracts and customer relationships are valuedbased upon the fair value, which includes assumptions regarding both (1) customers' exercise of optional renewals contained in the acquired contracts and(2) renewals of the acquired contracts past the contractual term including exercisable options, the site rental contracts and customer relationships are amortizedover a period not to exceed 20 years as a result of the useful life being limited by the depreciable life of the tower.42 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) The carrying value of other intangible assets with finite useful lives will be reviewed for impairment whenever events or changes in circumstancesindicate that the carrying amount of the assets may not be recoverable. The Company has a dual grouping policy for purposes of determining the unit ofaccount for testing impairment of the site rental contracts and customer relationships intangible assets. First, the Company pools the site rental contracts andcustomer relationships with the related tower assets into portfolio groups for purposes of determining the unit of account for impairment testing. Second andseparately, the Company evaluates the site rental contracts and customer relationships by significant customer or by customer grouping for individuallysignificant customers, as appropriate. If the sum of the estimated future cash flows (undiscounted) expected to result from the use and eventual disposition ofan asset is less than the carrying amount of the asset, an impairment loss is recognized. Measurement of an impairment loss is based on the fair value of theasset.Deferred Financing CostsCosts incurred to obtain financing are deferred and amortized over the term of the related borrowing using the effective yield method. Deferred financingcosts are included in "deferred site rental receivables, long-term prepaid rent, deferred financing costs and other assets" on the Company's consolidated balancesheet.Accrued Estimated Property TaxesThe accrual for estimated property tax obligations is based on assessments currently in effect and estimates of possible additional taxes. The Companyrecognizes the benefit of tax appeals upon ultimate resolution of the appeal.Revenue RecognitionSite rental revenues are recognized on a monthly basis over the fixed, non-cancelable term of the relevant contract (generally ranging from five to 15years), regardless of whether the payments from the customer are received in equal monthly amounts. The Company's contracts contain fixed escalationclauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the consumer price index ("CPI")). If thepayment terms call for fixed escalations or rent free periods, the effect is recognized on a straight-line basis over the fixed, non-cancelable term of the agreement.When calculating straight-line rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions, even if such escalationprovisions contain a variable element in addition to a minimum. The Company's asset related to straight-line site rental revenues is included in "deferred siterental receivables, long-term prepaid rent, deferred financing costs and other assets," and amounts received in advance are recorded as "deferred revenues."Network services revenues are recognized after completion of the applicable service. Nearly all of the antenna installation services are billed on a cost-plus profit basis.Sales taxes and value-added taxes collected from customers and remitted to governmental authorities are presented on a net basis.Costs of OperationsApproximately two-thirds of the Company's site rental costs of operations expenses consist of ground lease expenses, and the remainder includesproperty taxes, repairs and maintenance expenses, employee compensation and related benefit costs, and utilities. Network services and other costs ofoperations predominately consist of third party service providers such as contractors and professional service firms.Generally, the ground lease agreements are specific to each site and are for an initial term of five years and are renewable for pre-determined periods.Ground lease expense is recognized on a monthly basis, regardless of whether the lease agreement payment terms require the Company to make paymentsannually, quarterly, monthly, or for the entire term in advance. The Company's ground leases contain fixed escalation clauses (such as fixed dollar or fixedpercentage increases) or inflation-based escalation clauses (such as those tied to the CPI). If the payment terms include fixed escalation provisions, the effect ofsuch increases is recognized on a straight-line basis. The Company calculates the straight-line ground lease expense using a time period that equals or exceedsthe remaining depreciable life of the tower asset. Further, when a tenant has exercisable renewal options that would compel the Company to exercise existingground lease renewal options, the Company has straight-lined the ground lease expense over a sufficient portion of such ground lease renewals to coincide withthe final termination of the tenant's renewal options. The Company's liability related to straight-line ground lease expense is included in "deferred ground leasepayable, interest rate swaps and other liabilities" on the Company's consolidated balance sheet.Acquisition and Integration CostsPrior to the adoption of certain amendments to accounting guidance on January 1, 2009, out-of-pocket or incremental costs43 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) that were directly related to a business combination were included in the cost of the acquired enterprise. These included finder's fees or other fees paid tooutside consultants for accounting, legal, engineering reviews or appraisals. Certain incremental costs directly related to the integration of the acquiredenterprise's operations and tower portfolio were and continue to be expensed as incurred and are classified as "acquisition and integration costs" in theCompany's consolidated statement of operations and comprehensive income (loss).Prospectively from January 1, 2009, all direct or incremental costs related to a business combination are expensed as incurred. These businesscombination costs are included in "acquisition and integration costs" on the Company's consolidated statement of operations and comprehensive income (loss).Stock-Based CompensationRestricted Stock Awards. The Company records stock-based compensation expense only for those nonvested stock awards ("restricted stock awards")for which the requisite service is expected to be rendered. The cumulative effect of a change in the estimated number of restricted stock awards for which therequisite service is expected to be or has been rendered is recognized in the period of the change in the estimate. To the extent that the requisite service isrendered, compensation cost for accounting purposes is not reversed; rather, it is recognized regardless of whether or not the awards vest. A discussion of theCompany's valuation techniques and related assumptions and estimates used to measure the Company's stock-based compensation is as follows.Valuation. The fair value of restricted stock awards without market conditions is determined based on the number of shares granted and the quotedprice of the Company's stock at the date of grant. The Company estimates the fair value of restricted stock awards with market conditions granted using aMonte Carlo simulation. The Company's determination of the fair value of restricted stock awards with market conditions on the date of grant is affected byits stock price as well as assumptions regarding a number of highly complex and subjective variables. The determination of fair value using a Monte Carlosimulation requires the input of highly subjective assumptions, and other reasonable assumptions could provide differing results.Amortization Method. The Company amortizes the fair value of all restricted stock awards on a straight-line basis for each separately vesting tranche ofthe award (graded vesting schedule) over the requisite service periods. In the case of accelerated vesting based on the market performance of the Company'scommon stock, the compensation costs related to the vested awards that have not previously been amortized are recognized upon vesting.Expected Volatility. The Company estimates the volatility of its common stock at the date of grant based on the historical volatility of its common stockand implied volatility on publicly traded options on the Company's common stock.Risk-Free Rate. The Company bases the risk-free rate on the implied yield currently available on U.S. Treasury issues with an equivalent remainingterm equal to the expected life of the award.Forfeitures. The Company uses historical data and management's judgment about the future employee turnover rates to estimate the number of sharesfor which the requisite service period will not be rendered.Interest Expense and Amortization of Deferred Financing CostsThe components of interest expense and amortization of deferred financing costs are as follows: Years Ended December 31, 2010 2009 2008Interest expense on debt obligations$404,815 $384,525 $329,284 Amortization of deferred financing costs15,397 26,953 15,264 Amortization of discounts on long-term debt14,481 12,219 — Amortization of interest rate swaps54,169 18,818 3,020 Other1,407 3,367 6,546 Total$490,269 $445,882 $354,114 The Company amortizes discounts on long-term debt over the term of the related borrowing using the effective interest yield method. Discounts arepresented as a reduction to the related debt obligation on the Company's consolidated balance sheet. Income TaxesThe Company accounts for income taxes using an asset and liability approach, which requires the recognition of deferred44 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) income tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or taxreturns. Deferred income tax assets and liabilities are determined based on the temporary differences between the financial statement and tax bases of assets andliabilities using enacted tax rates. A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the asset will notbe realized.The Company records a valuation allowance against deferred tax assets when it is "more likely than not" that some portion or all of the deferred tax assetwill not be realized. The Company reviews the recoverability of deferred tax assets each quarter and based upon projections of future taxable income, reversingdeferred tax liabilities and other known events that are expected to affect future taxable income, records a valuation allowance upon assets that do not meet the"more likely than not" realization threshold. Valuation allowances may be reversed if related deferred tax assets are deemed realizable based upon changes infacts and circumstances that impact the recoverability of the asset.The company recognizes a tax position if it is more likely than not it will be sustained upon examination. The tax position is measured at the largestamount that is greater than 50 percent likely of being realized upon ultimate settlement. As of December 31, 2010 and 2009, the accrued interest and penaltiesrelated to income taxes were deminimus. See note 9.Per Share InformationBasic net income (loss) attributable to CCIC common stockholders, after deduction of dividends on preferred stock, per common share excludesdilution and is computed by dividing net income (loss) attributable to CCIC stockholders after deduction of dividends on preferred stock by the weighted-average number of common shares outstanding in the period. Diluted income (loss) attributable to CCIC common stockholders after deduction of dividends onpreferred stock, per common share is computed by dividing net income (loss) attributable to CCIC stockholders after deduction of dividends on preferredstock by the weighted-average number of common shares outstanding during the period plus any potential dilutive common share equivalents, includingshares issuable (1) upon exercise of stock options and warrants as determined under the treasury stock method and (2) upon conversion of the Company'sconvertible notes and preferred stock, as determined under the if-converted method. The Company's restricted stock awards are considered participatingsecurities and may be included in the computation of earnings pursuant to the two-class. However, the Company does not present the two-class method whenthere is no difference in the per share amount from the if-converted method.A reconciliation of the numerators and denominators of the basic and diluted per share computations is as follows: Years Ended December 31, 2010 2009 2008Net income (loss) attributable to CCIC stockholders$(310,940) $(114,332) $(48,858)Dividends on preferred stock(20,806) (20,806) (20,806)Net income (loss) attributable to CCIC common stockholders after deduction ofdividends on preferred stock for basic and diluted computations$(331,746) $(135,138) $(69,664)Weighted-average number of common shares outstanding during the period for basicand diluted computations (in thousands)286,764 286,622 282,007 Basic and diluted net income (loss) attributable to CCIC common stockholders, afterdeduction of dividends on preferred stock, per common share$(1.16) $(0.47) $(0.25)For all periods presented, CCIC stock options and unvested restricted stock awards are excluded from dilutive common shares because the impact isanti-dilutive. 8.6 million shares related to the 6.25% convertible preferred stock are excluded from dilutive common shares in each year as well because theimpact is anti-dilutive. See notes 6, 10 and 12.Foreign Currency TranslationThe Company's international operations use the local currency as their functional currency. The Company translates the results of these internationaloperations using the applicable average exchange rate for the period, and translates the assets and liabilities using the applicable exchange rate at the end of theperiod. The cumulative effect of changes in the exchange rate is recorded as "foreign currency translation adjustments" in other comprehensive income (loss).See note 16.Fair ValuesThe Company's assets and liabilities recorded at fair value are categorized based upon a fair value hierarchy that ranks the45 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) quality and reliability of the information used to determine fair value. The three levels of the fair value hierarchy are (1) Level 1 — quoted prices (unadjusted)in active and accessible markets, (2) Level 2 — observable prices that are based on inputs not quoted in active markets but corroborated by market data, and(3) Level 3 — unobservable inputs and are not corroborated by market data. The Company evaluates level classifications quarterly, and transfers betweenlevels are effective at the end of the quarterly period.The fair value of interest rate swaps is determined using the income approach and is predominately based on observable interest rates and yield curvesand, to a lesser extent, the Company's and the contract counterparty's credit risk. The fair value of cash and cash equivalents and restricted cash approximatethe carrying value. The Company determines fair value of its debt securities utilizing various sources including quoted prices and indicative quotes (that isnon-binding quotes) from brokers that require judgment to interpret market information including implied credit spreads for similar borrowings on recenttrades or bid/ask prices. There were no changes since December 31, 2009 in the Company's valuation techniques used to measure fair values.See note 8 for a further discussion of fair values. Derivative InstrumentsThe Company enters into interest rate swaps, to manage and reduce its interest rate risk. Derivative financial instruments are entered into for periods thatmatch the related underlying exposures and do not constitute positions independent of these exposures. The Company can designate derivative financialinstruments as hedges. The Company can also enter into derivative financial instruments that are not designated as accounting hedges.Derivatives are recognized on the consolidated balance sheet at fair value. If the derivative is designated as a cash flow hedge, the effective portion of thechange in the fair value of the derivative is recorded as a separate component of stockholders' equity, captioned "accumulated other comprehensive income(loss)," and recognized as increases or decreases to "interest expense and amortization of deferred financing costs" when the hedged item affects earnings. Anyhedge ineffectiveness is included in "net gain (loss) on interest rate swaps" on the consolidated statement of operations and comprehensive income (loss). If ahedge ceases to qualify for hedge accounting, any change in the fair value of the derivative since the date it ceased to qualify is recorded to "net gain (loss) oninterest rate swaps." However, any amounts previously recorded to "accumulated other comprehensive income (loss)" would remain there until the originalforecasted transaction affects earnings. In a situation where it becomes probable that the hedged forecasted transaction will not occur, any gains or losses thathave been recorded to "accumulated other comprehensive income (loss)" are immediately reclassified to earnings. Derivatives that do not meet the requirementsfor hedge accounting are marked to market through "net gain (loss) on interest rate swaps" on the consolidated statement of operations and comprehensiveincome (loss). Forward-starting interest rate swaps with an other-than-insignificant financing element at inception are classified as cash flows from financingactivities, while other interest rate swaps are classified as cash flows from operating activities.To qualify for hedge accounting, the details of the hedging relationship must be formally documented at the inception of the arrangement, including therisk management objective, hedging strategy, hedged item, specific risks that are being hedged, the derivative instrument, how effectiveness is being assessedand how ineffectiveness will be measured. The derivative must be highly effective in offsetting changes in cash flows for the risk being hedged. In the contextof hedging relationships, effectiveness refers to the degree to which fair value changes in the hedging instrument offset the corresponding expected earningseffects of the hedged item. The Company assesses the effectiveness of hedging relationships using regression analysis both at the inception of the hedge and onan on-going basis. In measuring ineffectiveness, the Company uses the hypothetical derivative method which compares the change in fair value of the actualswap with the change in fair value of a hypothetical swap that would have terms that would identically match the critical terms of the hedged floating rateliability.Recent Accounting PronouncementsIn October 2009, FASB issued guidance that addressed how to recognize revenue for transactions with multiple deliverables. This guidance revises thecriteria for separating, measuring and allocating arrangement consideration to each consideration deliverable, which must be estimated if there is not a historyof selling the deliverable on a stand-alone basis or third-party evidence of selling price. The provisions of this new guidance are effective for the Company asof January 1, 2011 and will be applied prospectively. The Company expects that the adoption of this guidance will not have a material impact on itsconsolidated financial statements and will not result in a change to the pattern and timing of its revenue recognition. 3. AcquisitionIn September 2010, the Company acquired NewPath Networks, Inc. ("NewPath") for cash consideration of $128 million46 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) through a merger with and into a subsidiary of the Company. NewPath's assets included 35 distributed antenna system ("DAS") networks in operation orunder construction. The final purchase price was predominately allocated to (1) property and equipment, (2) intangible assets consisting of site rentalcontracts and customer relationships, (3) goodwill, (4) deferred tax liabilities, and (5) other working capital, all of which are based on estimated fair values atthe date of acquisition. The Company paid a purchase price that resulted in goodwill due to (1) the expected growth in the DAS business and (2) opportunitiesto construct and lease future DAS networks. 4. Property and EquipmentThe major classes of property and equipment are as follows: Estimated December 31, Useful Lives 2010 2009Land— $753,988 $639,069 Buildings40 years 37,165 36,157 Telecommunication towers1-20 years 7,242,887 7,031,735 Transportation and other equipment3-10 years 37,743 25,006 Office furniture and equipment2-7 years 126,334 118,110 Construction in process— 147,009 86,478 Total gross property and equipment 8,345,126 7,936,555 Less: accumulated depreciation (3,451,475) (3,040,572)Total property and equipment, net $4,893,651 $4,895,983 Depreciation expense for the years ended December 31, 2010, 2009 and 2008 was $379.3 million, $379.6 million and $380.5 million, respectively. Seenote 2. 5. Intangible Assets and Deferred CreditsVirtually all of the intangible assets are recorded at CCUSA. The accumulated amortization on these intangible assets as of December 31, 2010 and 2009is $636.4 million and $476.9 million, respectively, of which $602.4 million and $456.7 million, respectively, relate to site rental contracts and customerrelationships. For the years ended December 31, 2010 and 2009, the Company recorded $39.1 million and $0.6 million, respectively, of site rental contractsand customer relationships.Amortization expense related to intangible assets is classified as follows on the Company's consolidated statement of operations and comprehensiveincome (loss): For Years Ended December 31,Classification2010 2009 2008Depreciation, amortization and accretion$156,150 $145,192 $143,409 Site rental costs of operations3,764 4,051 4,452 Total amortization expense$159,914 $149,243 $147,861 The estimated annual amortization expense related to intangible assets (inclusive of those recorded to "site rental costs of operations") for the years endedDecember 31, 2011 to 2015 is as follows: Years Ending December 31, 2011 2012 2013 2014 2015Estimated annual amortization$161,803 $158,371 $150,147 $144,619 $139,001 See note 2 for a further discussion of deferred credits related to above-market leases for land under the Company's towers recorded in connection withacquisitions. For the years ended December 31, 2010 and 2009, the Company recorded $4.4 million and $4.5 million as a decrease to "site rental costs ofoperations." As of December 31, 2010 and 2009, the net book value of the above-market leases was $52.7 million and $58.9 million, respectively, and theaccumulated amortization was $17.7 million and47 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) $13.9 million, respectively. 6. Debt and Other ObligationsThe following is a summary of the Company's indebtedness. OriginalIssue Date ContractualMaturityDate OutstandingBalance as ofDecember 31,2010 OutstandingBalance as ofDecember 31,2009 StatedInterest Rateas ofDecember 31,2010(a) Bank debt – variable rate: RevolverJan. 2007 Sept. 2013 $157,000 (b)$— 2.4%(c) 2007 Term LoansJan./March 2007 March 2014 625,625 632,125 1.8%(c)Total bank debt 782,625 632,125 Securitized debt – fixed rate: January 2010 Tower Revenue NotesJan. 2010 2035 - 2040(d) 1,900,000 — 5.8%(d)August 2010 Tower Revenue NotesAug. 2010 2035 - 2040(d) 1,550,000 — 4.5%(d)2006 Tower Revenue NotesNov. 2006 Nov. 2036 — 1,550,000 N/A 2005 Tower Revenue NotesJune 2005 June 2035 — 1,638,616 N/A 2009 Securitized NotesJuly 2009 2019/2029(e) 233,085 250,000 7.0% Total securitized debt 3,683,085 3,438,616 High yield bonds – fixed rate: 9% Senior NotesJan. 2009 Jan. 2015 804,971 823,809 9.0%(f)7.75% Secured NotesApril 2009 May 2017 975,913 1,167,225 7.8%(g)7.125% Senior NotesOct. 2009 Nov. 2019 497,712 497,533 7.1%(h)7.5% Senior NotesDec. 2003 Dec. 2013 51 51 7.5% Total high yield bonds 2,278,647 2,488,618 Other: Capital leases and other obligationsVarious Various(i) 34,537 19,791 Various (i) Total debt and other obligations 6,778,894 6,579,150 Less: current maturities and short-term debtand other current obligations 28,687 217,196 (j) Non-current portion of long-term debt andother long-term obligations $6,750,207 $6,361,954 ____________________(a) Represents the weighted-average stated interest rate.(b) The availability is $243.0 million.(c) The Revolver bears interest at a rate per annum, at the election of Crown Castle Operating Company ("CCOC"), equal to (i) the greater of the prime rate of The Royal Bank ofScotland plc and the Federal Funds Effective Rate plus 0.5%, plus a credit spread ranging from 1.0% to 1.4% or (ii) LIBOR plus a credit spread ranging from 2.0% to 2.4%, ineach case based on the Company’s consolidated leverage ratio. The 2007 term loans ("2007 Term Loans") bear interest at a rate per annum, at CCOC's election, equal to (i) thegreater of the prime rate of The Royal Bank of Scotland plc and the Federal Funds Effective Rate plus 0.5%, or (ii) LIBOR plus 1.5%.(d) If the respective series of the January 2010 Tower Revenue Notes and August 2010 Tower Revenue Notes (collectively, "2010 Tower Revenue Notes") are not paid in full on orprior to 2015, 2017 and 2020, as applicable, then Excess Cash Flow (as defined in the indenture) of the issuers (of such notes) will be used to repay principal of the applicableseries and class of the 2010 Tower Revenue Notes, and additional interest (of an additional approximately 5% per annum) will accrue on the respective 2010 Tower Revenue Notes.The January 2010 Tower Revenue Notes consist of three series of notes with principal amounts of $300.0 million, $350.0 million and $1.3 billion, having anticipated repaymentdates in 2015, 2017 and 2020, respectively. The August 2010 Tower Revenue Notes consist of three series of notes with principal amounts of $250.0 million, $300.0 million and$1.0 billion, having anticipated repayment dates in 2015, 2017 and 2020, respectively.(e) The 2009 Securitized Notes consist of $163.1 million of principal as of December 31, 2010 that amortizes through 2019, and $70.0 million of principal as of December 31, 2010 thatamortizes during the period beginning in 2019 and ending in 2029.(f) The effective yield is approximately 11.3%, inclusive of the discount.(g) The effective yield is approximately 8.2%, inclusive of the discount.48 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) (h) The effective yield is approximately 7.2%, inclusive of the discount.(i) The Company's capital leases and other obligations bear interest rates ranging up to 9% and mature in periods ranging from less than one year to approximately 20 years.(j) The decrease in the current maturities reflects the refinancing of the 2005 Tower Revenue Notes.The Company's debt obligations contain certain financial covenants with which CCIC or its subsidiaries must comply. Failure to comply with suchcovenants may result in imposition of restrictions. As of and for the year ended December 31, 2010, CCIC and its subsidiaries had no financial covenantviolations. Various of the Company's debt obligations also place other restrictions on CCIC or its subsidiaries including the ability to incur debt and liens,purchase Company securities, make capital expenditures, dispose of assets, undertake transactions with affiliates, make other investments and paydividends.Bank DebtIn January 2007, CCOC entered into a credit agreement (as amended, supplemented or otherwise modified, "2007 Credit Agreement") with a syndicate oflenders pursuant to which such lenders agreed to provide CCOC with a senior secured revolving credit facility. In December 2009, the Revolver was amendedeffective January 2010 to extend the maturity to September 2013 and increase the total revolving commitment to $400.0 million, which may be increased byanother $50.0 million subject to certain requirements. In January 2007, CCOC entered into a term loan joinder pursuant to which the lenders agreed to provideCCOC with a $600.0 million senior secured term loan under the 2007 Credit Agreement. In March 2007, CCOC also entered into a second term loan joinderpursuant to which the lenders agreed to provide CCOC with an additional $50.0 million senior secured term loan under the 2007 Credit Agreement. The 2007Term Loans will mature in consecutive quarterly installments of an aggregate $1.6 million and the entire remaining outstanding amount will mature in March2014.The Revolver and 2007 Term Loans are secured by a pledge of certain equity interests of certain subsidiaries of CCIC, as well as a security interest inCCOC's deposit accounts ($79.4 million as of December 31, 2010) and securities accounts. The Revolver and 2007 Term Loans are guaranteed by CCIC andcertain of its subsidiaries.The proceeds of the Revolver may be used for general corporate purposes, which may include the financing of capital expenditures, acquisitions andpurchases of the Company's securities. The borrowings on the Revolver in December 2010 were used to settle a portion of the previously outstanding forward-starting interest rate swaps (see note 7). The proceeds from the term loans were used to purchase shares of the Company's common stock (see note 11).Availability under the Revolver at any time is determined by certain financial ratios. The Company pays a commitment fee of 0.4% per annum on the undrawnavailable amount under the Revolver.Securitized DebtThe 2010 Tower Revenue Notes and the 2009 Securitized Notes (collectively, "Securitized Debt") are obligations of special purposes entities and theirdirect and indirect subsidiaries (each an "issuer"), all of which are wholly-owned indirect subsidiaries of the Company. The 2010 Tower Revenue Notes and2009 Securitized Notes are governed by separate indentures. The 2010 Tower Revenue Notes are governed by one indenture and consist of multiple series ofnotes, each with its own anticipated repayment date. The net proceeds of the January 2010 Tower Revenue Notes and August 2010 Tower Revenue Notes wereprimarily used to repay the portion of the 2005 Tower Revenue Notes not previously purchased and 2006 Tower Revenue Notes not previously purchased,respectively. The net proceeds of the 2009 Securitized Notes were used to repay the portion of the Commercial Mortgage Pass-through Certificates, Series 2004-2 ("2004 Mortgage Loan") not previously purchased. Interest is paid monthly on the Securitized Debt.The Securitized Debt is paid solely from the cash flows generated by the operation of the towers held directly and indirectly by the issuers of therespective Securitized Debt. The Securitized Debt is secured by, among other things, (1) a security interest in substantially all of the applicable issuers'personal property, (2) a pledge of the equity interests in each applicable issuer, and (3) a security interest in the applicable issuers' contracts with customers tolease space on their towers (space licenses). The governing instruments of two indirect subsidiaries ("Crown Atlantic" and "Crown GT") of the issuers of the2010 Tower Revenue Notes generally prevent them from issuing debt and granting liens on their assets without the approval of a subsidiary of VerizonCommunications. Consequently, while distributions paid by Crown Atlantic and Crown GT will service the 2010 Tower Revenue Notes, the 2010 TowerRevenue Notes are not obligations of, nor are the 2010 Tower Revenue Notes secured by the cash flows or any other assets of, Crown Atlantic and Crown GT.As of December 31, 2010, the Securitized Debt was collateralized with property and equipment with a net book value of an aggregate approximately $2.0billion, exclusive of Crown Atlantic and Crown GT property and equipment.The excess cash flows from the issuers of the Securitized Debt, after the payment of principal, interest, reserves, expenses, and management fees aredistributed to the Company in accordance with the terms of the indentures. If the Debt Service Coverage49 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) Ratio ("DSCR") (as defined in the applicable governing loan agreement) as of the end of any calendar quarter falls to a certain level, then all excess cash flowof the issuers of the applicable debt instrument will be deposited into a reserve account instead of being released to the Company. The funds in the reserveaccount will not be released to the Company until the DSCR exceeds a certain level for two consecutive calendar quarters. If the DSCR falls below a certainlevel as of the end of any calendar quarter, then all cash on deposit in the reserve account along with future excess cash flows of the issuers will be applied toprepay the debt with applicable prepayment consideration.The Company may repay the 2010 Tower Revenue Notes and the 2009 Securitized Notes in whole or in part at any time after the second anniversary ofthe closing date, provided such prepayment is accompanied by any applicable prepayment consideration. The Securitized Debt has covenants and restrictionscustomary for rated securitizations, including provisions prohibiting the issuers from incurring additional indebtedness or further encumbering their assets.The 2010 Tower Revenue Notes contain the same financial covenants as the previously outstanding 2005 and 2006 Tower Revenue Notes.High Yield Bonds—Senior NotesThe 9% Senior Notes and 7.125% Senior Notes (collectively, "Senior Notes") are public offerings and are general obligations of CCIC, which rankequally with all existing and future senior debt of CCIC. The Senior Notes are effectively subordinated to all liabilities (including trade payables) of eachsubsidiary of the Company and rank pari passu with the other respective high yield bonds of the Company. As discussed below, the Company has used thenet proceeds from the 9% Senior Notes to (1) purchase portions of its previously existing 2004 Mortgage Loan, (2) repay and purchase portions of itspreviously existing Commercial Mortgage Pass-through Certificates, Series 2006-1 ("2006 Mortgage Loan"), and (3) repay outstanding amounts under theRevolver. The Company used the net proceeds from the 7.125% Senior Notes to purchase certain indebtedness of its subsidiaries.The Senior Notes contain restrictive covenants with which the Company and its restricted subsidiaries must comply, subject to a number of exceptionsand qualifications, including restrictions on its ability to incur incremental debt, issue preferred stock, guarantee debt, pay dividends, repurchase its capitalstock, use assets as security in other transactions, sell assets or merge with or into other companies, and make certain investments. Certain of these covenantsare not applicable if there is no event of default and if the ratio of the Company's Consolidated Debt (as defined in the 9% Senior Notes and 7.125% SeniorNotes indenture) to its Adjusted Consolidated Cash Flows (as defined in the 9% Senior Notes and 7.125% Senior Notes indenture) is less than or equal to 7.0to 1.0. The Senior Notes do not contain any financial maintenance covenants.Prior to January 2013 and November 2014, the Company may redeem the 9% Senior Notes and 7.125% Senior Notes, respectively, at a price equal to100% of the principal amount, plus a make whole premium, and accrued and unpaid interest, if any. After January 2013 and November 2014, respectively,the 9% Senior Notes and 7.125% Senior Notes may be redeemed at the redemption prices set forth in the respective indenture.High Yield Bonds—Secured NotesThe 7.75% Secured Notes were issued and guaranteed by certain subsidiaries of the Company that are special purpose entities and that were obligorsunder the 2006 Mortgage Loan. These 7.75% Secured Notes are secured on a first priority basis by a pledge of the equity interests of such subsidiaries and bycertain other assets of such subsidiaries. The 7.75% Secured Notes are obligations of the subsidiaries that were obligated under the 2006 Mortgage Loan,which was repaid in part through the proceeds from the 7.75% Secured Notes. The 7.75% Secured Notes are not guaranteed by and are not obligations ofCCIC or any of its subsidiaries other than the issuers and guarantors of the 7.75% Notes. The 7.75% Secured Notes will be paid solely from the cash flowsgenerated from operations of the towers held directly and indirectly by the issuers and the guarantors of such notes. As of December 31, 2010, the 7.75%Secured Notes were collateralized with property and equipment with a net book value of an aggregate approximately $1.2 billion. The Company used the netproceeds of the issuance of the 7.75% Secured Notes, along with other cash, to repay the 2006 Mortgage Loan.The 7.75% Secured Notes contain restrictive covenants with which the issuing subsidiaries and the guarantors of such notes must comply, subject to anumber of exceptions and qualifications, including restrictions on their ability to incur debt, make restricted payments, incur liens, enter into certain merger orchange of control transactions, enter into related party transactions and engage in certain other activities as set forth in the indenture. The 7.75% Secured Notescontain financial covenants that could result in cash being deposited in a reserve account and require the Company to offer to purchase the 7.75% SecuredNotes.Prior to May 2013 the Company may redeem the 7.75% Secured Notes at a price equal to 100% of the principal amount, plus a make whole premium,and accrued and unpaid interest, if any. After May 2013, the debt may be redeemed at the redemption prices set forth in the indenture.Previously Outstanding Indebtedness50 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) 2005 Tower Revenue Notes and 2006 Tower Revenue Notes. In 2010, the Company purchased and repaid the outstanding portions of the 2005 TowerRevenue Notes and the 2006 Tower Revenue Notes. The 2005 Tower Revenue Notes were repaid in part through the proceeds of the January 2010 TowerRevenue Notes. The 2006 Tower Revenue Notes were repaid in part through the proceeds of the August 2010 Tower Revenue Notes. See below for the net losseson these retirements.2004 Mortgage Loan and 2006 Mortgage Loan. The 2004 Mortgage Loan and 2006 Mortgage Loan (collectively, "Mortgage Loans") remainedoutstanding as obligations of the subsidiaries of Global Signal upon the Global Signal Merger. In 2009, the Company purchased and repaid the outstandingportions of the Mortgage Loans. The 2004 Mortgage Loan was repaid in part through proceeds of the 2009 Securitized Notes. The 2006 Mortgage Loan wasrepaid in part through the proceeds of the 7.75% Secured Notes. A portion of the net proceeds of the 9% Senior Notes was also used to retire part of theMortgage Loans. See below for the net losses on these retirements.4% Convertible Senior Notes. In 2003, the Company issued $230.0 million aggregate principal amount of its 4% Convertible Senior Notes. During theyear ended December 31, 2008, holders converted $63.8 million of the 4% Convertible Senior Notes into 5.9 million shares of common stock. The 4%Convertible Senior Notes were convertible, at the option of the holder, in whole or in part at any time, into shares of common stock at a conversion price of$10.83 per share of common stock. As of December 31, 2009 and 2010, there were no 4% Convertible Senior Notes outstanding.Contractual MaturitiesThe following are the scheduled contractual maturities of the total debt and other long-term obligations outstanding at December 31, 2010, exclusive ofthe 6.25% Convertible Preferred Stock. These maturities reflect contractual maturity dates and do not consider the principal payments that will commencefollowing the anticipated repayment dates on the Tower Revenue Notes. If the Tower Revenue Notes are not paid in full on or prior to 2015, 2017 and 2020, asapplicable, then the Excess Cash Flow (as defined in the indenture) of the issuers of such notes will be used to repay principal of the applicable series andclass of the Tower Revenue Notes, and additional interest (of an additional approximately 5% per annum) will accrue on the Tower Revenue Notes. Years Ending December 31, 2011 2012 2013 2014 2015 ThereafterScheduled contractual maturities$28,687 $29,637 $185,670 $628,413 $889,606 $5,105,577 Debt Purchases and RepaymentsThe following is a summary of the partial purchases and repayments of debt during the years ended December 31, 2010 and December 31, 2009. Year Ending December 31, 2010 Principal Amount Cash Paid(a) Gains (losses) 2005 Tower Revenue Notes$1,638,616 $1,651,255 $(15,718) 2006 Tower Revenue Notes1,550,000 1,629,920 (87,755) 2009 Securitized Notes(b)5,000 5,250 (393) 9% Senior Notes33,115 36,116 (6,425) 7.75% Secured Notes(b)199,593 218,771 (28,076) Total$3,426,324 $3,541,312 $(138,367)(c)____________________(a) Exclusive of accrued interest.(b) These debt purchases were made by CCIC, rather than by the subsidiaries issuing the debt, because of restrictions upon the subsidiaries issuing the debt; as a result, the debtremains outstanding at the Company's subsidiaries.(c) Inclusive of $23.4 million related to the write-off of deferred financing costs and discounts. 51 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) Year Ending December 31, 2009 Principal Amount Cash Paid(a) Gains (losses) 2004 Mortgage Loan(b) $293,505 $293,716 $(2,128) 2006 Mortgage Loan(b) 1,550,000 1,634,184 (85,659) 2005 Tower Revenue Notes 261,384 263,819 (3,292) Revolver 219,400 219,400 ¯ Total$2,324,289 — $2,411,119 $(91,079)(c)____________________(a) Exclusive of accrued interest.(b) Includes purchases and repayments.(c) Inclusive of $4.2 million related to the write-off of deferred financing costs and other non-cash adjustments. 7. Interest Rate SwapsThe Company enters into interest rate swaps only to manage and reduce its interest rate risk, including the use of (1) forward-starting interest rate swapsto hedge its exposure to variability in future cash flows attributable to changes in LIBOR on anticipated financings, including refinancings and potential futureborrowings and (2) interest rate swaps to hedge the interest rate variability on a portion of the Company's floating rate debt. The Company does not enter intointerest rate swaps for speculative or trading purposes.During the years ended December 31, 2006 and 2007, the Company entered into an aggregate $5.3 billion notional value of forward-starting interest rateswaps hedging certain anticipated refinancings, all of which were settled during the years ended December 31, 2010 and 2009. The forward-starting interestrate swaps fixed LIBOR for five years relating to the anticipated refinancings at a weighted-average rate of 5.2%, while the actual five-year LIBOR swap rateupon issuance of the anticipated refinancings was a weighted-average of 2.4%. In certain circumstances, these forward-starting interest rate swaps wereoutstanding following the refinancing of the respective debt which they hedged. Refinancings that qualified as the respective hedged forecasted transactionresulted in $3.9 million of ineffectiveness for the year ended December 31, 2009, and the interest rate swaps were no longer economic hedges of the Company'sexposure to LIBOR on the anticipated refinancing of its existing debt. As a result, changes in the fair value of such non-economic swaps were prospectivelyrecorded in earnings until settlement in "net gain (loss) on interest rate swaps" on the consolidated statement of operations and comprehensive income (loss).For refinancings that did not qualify as the respective hedged forecasted transaction, the Company discontinued hedge accounting and reclassified the entireloss from accumulated other comprehensive income (loss) to earnings. During 2010, the Company paid $697.8 million to settle its previously outstandingforward-starting interest rate swaps. As of December 31, 2010, all of the forward-starting interest rate swaps have been settled.As of December 31, 2010, the Company has variable to fixed interest rate swaps that effectively fix the interest rate on $600.0 million of the 2007 TermLoan at a combined rate of approximately 1.3% (plus the applicable credit spread) through December 2011. The following tables show the effect of interest rateswaps on the consolidated balance sheet and consolidated statement of operations and comprehensive income (loss). The estimated net amount, pre-tax, lossthat is expected to be reclassified into earnings from accumulated other comprehensive income (loss) is approximately $71 million for the year ended December31, 2011. See also note 8. Fair Value of Interest Rate SwapsLiability DerivativesInterest Rate SwapsClassification December 31, 2010 December 31, 2009Designated as hedging instruments: CurrentInterest rate swaps, current $5,198 $136,961 Non-currentInterest rate swaps, non-current — 41,702 Not designated as hedging instruments: CurrentInterest rate swaps, current $— $23,160 Non-currentInterest rate swaps, non-current — 98,779 Total $5,198 $300,602 52 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) Interest Rate Swaps Designated asHedging Instruments(a) Years Ended December 31, Classification 2010 2009 2008 Gain (loss) recognized in OCI (effective portion) $(125,850) $140,056 $(445,614) Other comprehensive income ("OCI")Gain (loss) reclassified from accumulated OCIinto income (effective portion) (54,169) (19,158) (10,691) Interest expense and amortization of deferredfinancing costsAmount of gain (loss) recognized in income(ineffective portion and excluded fromeffectiveness testing) — (3,920) (3,777) Net gain (loss) on interest rate swapsInterest Rate Swaps Not Designated asHedging Instruments(a) Years Ended December 31, Classification 2010 2009 2008 Gain (loss) recognized in income $(286,435)(b)$(89,046)(c)$(34,111) Net gain (loss) on interest rate swaps____________________(a) Exclusive of benefit (provision) for income taxes.(b) Inclusive of $3.4 million related to the discontinuation of amortization into interest expense of an interest rate swap that previously qualified for hedge accounting as a result of earlyrepayment of debt in 2010 and the remainder is related to losses due to the decrease in fair value of interest rate swaps not designated as hedging instruments.(c) Inclusive of losses of $132.9 million related to the hedged forecasted transaction not occurring with respect to the refinancing of 2006 Mortgage Loan, partially offset by gains relatedto the increase in the fair value of interest rate swaps not designated as hedging instruments. 8. Fair Value DisclosuresThe following table shows the estimated fair values of the Company's financial instruments, along with the carrying amounts of the related assets(liabilities). December 31, 2010 December 31, 2009 CarryingAmount FairValue CarryingAmount FairValueAssets: Cash and cash equivalents$112,531 $112,531 $766,146 $766,146 Restricted cash226,015 226,015 218,514 218,514 Liabilities: Debt and other obligations$6,778,894 $7,121,156 $6,579,150 $6,870,979 Interest rate swaps (a)5,198 5,198 300,602 300,602 ____________________(a) See note 7.As of December 31, 2010, the fair value of the Company's cash and cash equivalents and restricted cash is measured on a recurring basis based onLevel 1, as defined by the fair value hierarchy. The following table shows a summary of the activity for fair value classified as Level 3 during the year endedDecember 31, 2010: Fair Value Measurements UsingSignificant Unobservable Inputs (Level 3) Interest Rate Swap, Net December 31, 2010 December 31, 2009Beginning balance$300,040 $541,171 Settlements(703,754) (57,251)Less: total (gains) loss: Included in earnings (a)283,062 (43,824)Included in other comprehensive income (loss)125,850 (140,056)Transfers out of Level 3 (b)(5,198) — Ending balance$— $300,040 ____________________(a) As of December 31, 2010, there were no unrealized gains or losses relating to liabilities still held at the reporting date. As of December 31, 2009, there are $57.3 million of gains thatwere attributable to the change in unrelated gains or losses relating to liabilities still held at the reporting date.53 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) (b) As of December 31, 2010, the interest rate swaps were transferred from Level 3 to Level 2 because of a decrease in the magnitude of unobservable inputs in relation to the observableinputs, including settlement value. 9. Income TaxesIncome (loss) before income taxes by geographic area is as follows: Years Ended December 31, 2010 2009 2008Domestic$(342,333) $(193,055) $(145,086)Foreign (a)4,228 2,532 (8,133) $(338,105) $(190,523) $(153,219)____________________(a) Inclusive of income (loss) before income taxes from Australia and Puerto Rico.The benefit (provision) for income taxes consists of the following: Years Ended December 31, 2010 2009 2008Current: Federal$4,038 $5,803 $(1,958)Foreign(2,187) (1,904) (2,496)State(1,201) (1,909) (4,742)Total current$650 $1,990 $(9,196)Deferred: Federal$30,770 $56,152 $111,728 Foreign(298) — — State(4,276) 18,258 1,829 Total deferred$26,196 $74,410 $113,557 Total tax benefit (provision)$26,846 $76,400 $104,361 For the year ended December 31, 2010, the Company received a $9.6 million alternative minimum tax carryback refund, of which $5.6 million wasrecorded in 2009, and $4.0 million reduced its alternative minimum tax credit carryforward. The alternative minimum tax credit has an indefinitecarryforward period.A reconciliation between the benefit (provision) for income taxes and the amount computed by applying the federal statutory income tax rate to the lossbefore income taxes is as follows: Years Ended December 31, 2010 2009 2008 Benefit for income taxes at statutory rate$118,337 $66,683 $53,626 Tax effect of foreign income (losses)1,480 886 (2,846) Expenses for which no federal tax benefit was recognized(3,657) (803) (675) Losses for which no tax benefit was recognized(85,605) — (19,554) State tax (provision) benefit, net of federal(3,560) 10,627 (1,893) Foreign tax(2,485) (1,904) (2,496) Change in unrecognized tax benefits— — 71,687 (a)Other2,336 911 6,512 $26,846 $76,400 $104,361 ____________________(a) Predominately related to the completion of an Internal Revenue Service ("IRS") examination.The components of the net deferred income tax assets and liabilities are as follows: 54 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) December 31, 2010 2009Deferred income tax liabilities: Property and equipment$486,577 $471,754 Deferred site rental receivable164,867 103,937 Intangible assets689,597 704,109 Total deferred income tax liabilities1,341,041 1,279,800 Deferred income tax assets: Net operating loss carryforwards926,444 729,120 Deferred ground lease payable104,324 92,216 Alternate minimum tax credit carryforward3,591 7,826 Accrued liabilities78,752 65,862 Receivables allowance2,175 2,150 Prepaid lease430,558 444,885 Derivative instruments75,960 105,014 Available-for-sale securities25,289 25,547 Other4,415 — Valuation allowances(318,055) (190,848)Total deferred income tax assets, net1,333,453 1,281,772 Net deferred income tax asset (liabilities)$(7,588) $1,972 Valuation allowances of $318.1 million and $190.8 million were recognized to offset net deferred income tax assets as of December 31, 2010 and 2009,respectively. During the year ended December 31, 2009, the Company recognized the federal tax benefits on it's taxable losses incurred which reduced its netdeferred tax liabilities. During the year ended December 31, 2010, the Company continued to recognize federal tax benefits on taxable losses incurred up to themaximum benefit. The resulting net deferred tax position at December 31, 2010 required additional federal tax benefits in future periods to have a full valuationallowance, unless future discrete events allowed the Company to record additional deferred tax liabilities. During 2010, the Company continued to incurtaxable losses for which recognition of the federal tax benefits were unable to be recorded, except for $19.8 million of federal tax benefit recorded predominatelyas a result of discrete events, including the acquisition of NewPath (see note 3). The Company has recorded a full valuation allowance on it's federal taxbenefits because of the Company's history of tax operating losses. The components of the net deferred income tax assets (liabilities) are as follows: December 31, 2010 December 31, 2009ClassificationGross ValuationAllowance Net Gross ValuationAllowance NetFederal$93,970 $(117,901) $(23,931) $(7,020) $(27,927) $(34,947)State51,799 (35,155) 16,644 66,732 (44,810) 21,922 Foreign68,365 (68,666) (301) 60,424 (60,424) — Other comprehensive income (loss)96,333 (96,333) — 72,684 (57,687) 14,997 Total$310,467 $(318,055) $(7,588) $192,820 $(190,848) $1,972 The valuation allowance recorded in other comprehensive income relates to the changes in the Company's overall deferred tax position due to the deferredtax asset recorded in conjunction with the decline in the fair market value of the Company's interest rate swaps and change in unrealized gain (loss) onavailable-for-sale securities.At December 31, 2010, the Company had U.S. federal, state and foreign net operating loss carryforwards of approximately $2.4 billion, $1.1 billionand $0.1 billion, respectively, which are available to offset future taxable income. If not utilized, the Company's U.S. federal net operating loss carryforwardsexpire starting in 2021 and ending in 2030, and the state net operating carryforwards expire starting in 2011 and ending in 2030. The foreign net operating losscarryforwards predominately remain available indefinitely provided certain continuity of business requirements is met. The utilization of the losscarryforwards is subject to certain limitations. The Company's U.S. federal and state income tax returns generally remain open to examination by55 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) taxing authorities until three years after the applicable loss carryforwards have been used or expired.As of December 31, 2010 and 2009, the unrecognized tax benefits were $9.2 million and $3.2 million, respectively. During 2010, unrecognized taxbenefits were increased by $6.0 million related to state tax positions. As a result of the completion of an IRS examination on the Company's U.S. federalincome tax return for 2004, during the year ended December 31, 2008, the Company recorded income tax benefits of $74.9 million from the recording netoperating losses related to previously unrecognized tax benefits.From time to time, the Company is subject to examination by various tax authorities in jurisdictions in which the Company has business operations.The Company regularly assesses the likelihood of additional assessments in each of the tax jurisdictions resulting from these examinations. The Company'sU.S. federal tax returns were examined by the Internal Revenue Service through 2004. 10. Redeemable Preferred StockThe Company originally issued 8.1 million shares of its 6.25% Convertible Preferred Stock at a price of $50.00 per share (the liquidation preference pershare). The holders of the 6.25% Convertible Preferred Stock are entitled to receive cumulative dividends at the rate of 6.25% per annum payable onFebruary 15, May 15, August 15 and November 15 of each year. The Company has the option to pay dividends in cash or in shares of its common stock.The dividends were paid with approximately $19.9 million of cash for each of the years ended December 31, 2010, 2009 and 2008. The amortization of theissue costs on the 6.25% Convertible Preferred Stock recorded in "dividends on preferred stock" was $0.9 million for the year ended December 31, 2010,2009 and 2008. The Company is required to redeem all outstanding shares of the 6.25% Convertible Preferred Stock on August 15, 2012 at a price equal tothe liquidation preference plus accumulated and unpaid dividends. As of December 31, 2010 and 2009, the outstanding balance of the 6.25% ConvertiblePreferred Stock was $316.6 million and $315.7 million, respectively,The shares of 6.25% Convertible Preferred Stock are convertible, at the option of the holder, in whole or in part at any time, into shares of theCompany's common stock at a conversion price of $36.875 per share of common stock. Under certain circumstances, the Company generally has the right toconvert the 6.25% Convertible Preferred Stock, in whole or in part, into 8.6 million shares of common stock, if the price per share of the Company'scommon stock equals or exceeds 120% of the conversion price, or $44.25, for at least 20 trading days in any consecutive 30-day trading period.The Company's obligations with respect to the 6.25% Convertible Preferred Stock are subordinate to all indebtedness of the Company and areeffectively subordinate to all debt and liabilities of the Company's subsidiaries. 11. Stockholders' EquityPurchases of the Company's Common StockFor the years ended December 31, 2010, 2009 and 2008, the Company purchased 4.1 million, 0.1 million, and 1.2 million shares of common stock,respectively, utilizing $159.6 million, $2.9 million and $44.7 million in cash, respectively.Issuances of Common StockFor the years ended December 31, 2010, 2009 and 2008, the Company issued 34,428, 59,500 and 32,977 shares, respectively, of common stock to thenon-employee members of its board of directors. In connection with these shares, the Company recognized stock-based compensation expense for the yearsended December 31, 2010, 2009 and 2008 of $1.3 million, $1.0 million and $1.2 million, respectively.4% Convertible Senior NotesDuring the year ended December 31, 2008 holders converted $63.8 million of the 4% Convertible Senior Notes into 5.9 million shares of common stock.As of December 31, 2010 and 2009, there were no 4% Convertible Senior Notes outstanding.Stock Options and Restricted Stock AwardsSee note 12 for a discussion of the stock option and restricted stock awards activity. 56 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) 12. Stock-based CompensationStock Compensation PlansThe Crown Castle International Corp. 2001 Stock Incentive Plan ("2001 Stock Incentive Plan") and the Crown Castle International Corp. 2004 StockIncentive Plan ("2004 Stock Incentive Plan"), which are both stockholder-approved, permit the grant of stock-based awards to certain employees, consultantsand non-employee directors of the Company and its subsidiaries or affiliates. As of December 31, 2010, the Company has 8.9 million shares available forfuture issuance pursuant to its stock compensation plans.Since 2003, the Company has used CCIC restricted stock awards as a long-term incentive to its employees. The Company has not granted CCIC stockoptions since 2003 and has not granted options to executive management since October 2001. In addition, CCAL may award options to its employees anddirectors for the purchase of CCAL shares. The CCAL vested options and shares may be periodically settled in cash. The liability for the CCAL options was$6.4 million and $2.7 million, respectively, as of December 31, 2010 and 2009.Restricted Stock AwardsThe Company's restricted stock awards to certain executives and employees include (1) annual performance awards that often include provisions forforfeiture by the employee if certain market performance of the Company's common stock is not achieved, (2) new hire or promotional awards that generallycontain only service conditions, and (3) other awards related to specific business initiatives or compensation objectives including retention and mergerintegration. Such restricted stock awards vest over periods of up to five years.The following is a summary of the restricted stock award activity during the year ended December 31, 2010. Number of Shares Weighted-AverageGrant-DateFair Value (In thousands of shares) (In dollars per share)Shares outstanding at the beginning of year4,154 $18.4 Shares granted1,052 31.1 Shares vested(891) 24.5 Shares forfeited(18) 28.3 Shares outstanding at end of year4,297 $20.2 For the years ended December 31, 2010, 2009 and 2008, the Company granted 1.1 million shares, 2.2 million shares and 1.4 million shares,respectively, of restricted stock awards to the Company's executives and certain other employees. The weighted-average grant-date fair value per share of thegrants for the years ended December 31, 2010, 2009 and 2008 was $31.13, $10.08 and $26.38 per share, respectively. The weighted-average requisite serviceperiod for the restricted stock awards granted during 2010 was 2.5 years.During the year ended December 31, 2010, the Company granted 0.5 million shares of restricted stock awards that time vest over a three-year period.During the year ended December 31, 2010, the Company granted 0.5 million shares of restricted stock awards ("2010 performance awards") to the Company'sexecutives and certain other employees which may vest on the third anniversary of the grant date based upon achieving a price appreciation hurdle along aprice range continuum using the highest average closing price per share of common stock for 20 consecutive trading days during the last 180 days of theperformance period.Certain restricted stock awards contain provisions that result in forfeiture by the employee of any unvested shares in the event that the Company'scommon stock does not achieve certain price targets. To the extent that the requisite service is rendered, compensation cost for accounting purposes is notreversed; rather, it is recognized regardless of whether or not the market performance target is achieved.The following table summarizes the assumptions used in the Monte Carlo simulation to determine the grant-date fair value for the awards granted duringthe years ended December 31, 2010, 2009 and 2008, respectively, with market conditions. 57 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) Years Ended December 31, 2010 2009 2008Risk-free rate1.5% 1.3% 2.4%Expected volatility49% 46% 27%Expected dividend rate—% —% —%The Company recognized stock-based compensation expense from continuing operations related to restricted stock awards of $35.2 million, $28.2million and $24.7 million for the years ended December 31, 2010, 2009 and 2008, respectively. The unrecognized compensation (net of estimated forfeitures)related to restricted stock awards at December 31, 2010 is $26.1 million and is estimated to be recognized over a weighted-average period of less than one year.The following table is a summary of the restricted stock awards vested during the years ended December 31, 2010 to 2008. Years Ended December 31, Total SharesVested Fair Value onVesting Date (In thousandsof shares) 2010 891 $34,813 2009 366 9,190 2008 224 8,018 CCIC Stock OptionsAt December 31, 2010 and 2009, there were 0.2 million and 1.4 million options outstanding, respectively. The intrinsic value of CCIC stock optionsexercised during the years ended December 31, 2010, 2009 and 2008 was $28.2 million, $38.2 million and $10.4 million, respectively. The intrinsic value ofCCIC stock options outstanding and exercisable at December 31, 2010 was $7.5 million. The Company received cash from the exercise of CCIC stockoptions during the years ended December 31, 2010, 2009 and 2008 of $18.7 million, $44.7 million and $8.7 million, respectively. As of December 31, 2010,the stock options outstanding and exercisable have a weighted-average exercise price of $8.56 and have a weighted-average remaining contractual term ofapproximately one year.Stock-based Compensation by SegmentThe following table discloses the components of stock-based compensation expense. No amounts have been included in the carrying value of assetsduring the years ended December 31, 2010, 2009 and 2008. For the years ended December 31, 2010, 2009 and 2008, the Company recorded tax benefits,exclusive of the change in the valuation allowance, of $12.8 million, $10.2 million and $9.1 million, respectively, related to stock-based compensationexpense (see note 9). 58 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) Year Ended December 31, 2010 CCUSA CCAL ConsolidatedTotalStock-based compensation expense: Site rental costs of operations$1,131 $— $1,131 Network services and other costs of operations1,568 — 1,568 General and administrative expenses33,841 3,425 37,266 Total stock-based compensation$36,540 $3,425 $39,965 Year Ended December 31, 2009 CCUSA CCAL ConsolidatedTotalStock-based compensation expense: Site rental costs of operations$967 $— $967 Network services and other costs of operations1,207 — 1,207 General and administrative expenses27,051 1,080 28,131 Total stock-based compensation$29,225 $1,080 $30,305 Year Ended December 31, 2008 CCUSA CCAL ConsolidatedTotalStock-based compensation expense: Site rental costs of operations$935 $— $935 Network services and other costs of operations870 — 870 General and administrative expenses24,091 2,871 26,962 Total stock-based compensation$25,896 $2,871 $28,767 13. Employee Benefit PlansThe Company and its subsidiaries have various defined contribution savings plans covering substantially all employees. Employees may elect tocontribute a portion of their eligible compensation, subject to limits imposed by the various plans. Certain of the plans provide for partial matching of suchcontributions. The cost to the Company for these plans amounted to $5.5 million, $5.2 million and $4.4 million for the years ended December 31, 2010,2009 and 2008, respectively. 14. Commitments and ContingenciesThe Company is involved in various claims, lawsuits and proceedings arising in the ordinary course of business. While there are uncertainties inherentin the ultimate outcome of such matters, and it is impossible to presently determine the ultimate costs or losses that may be incurred, if any, managementbelieves the resolution of such uncertainties and the incurrence of such costs should not have a material adverse effect on the Company's consolidated financialposition or results of operations.Asset Retirement ObligationsPursuant to its ground lease agreements, the Company has the obligation to perform certain asset retirement activities, including requirements upon leasetermination to remove towers or remediate the land upon which its towers reside. Accretion expense related to liabilities for retirement obligations amounted to$5.3 million, $4.9 million and $2.5 million for the years ended December 31, 2010, 2009 and 2008, respectively. As of December 31, 2010 and 2009,liabilities for retirement obligations were $63.8 million and $58.8 million, respectively, representing the net present value of the estimated expected future cashoutlay. As of December 31, 2010, the estimated undiscounted future cash outlay for asset retirement obligations was approximately $1.7 billion. See note 2.Property Tax CommitmentsThe Company is obligated to pay, or reimburse others for, property taxes related to the Company's towers pursuant to operating leases with landlordsand other contractual agreements. The property taxes for the year ended December 31, 2011 and future59 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) periods are contingent upon new assessments of the towers and the Company's appeals of assessments. The Company has an obligation to reimburse SprintNextel ("Sprint") for property taxes it pays on the Company's behalf related to certain towers the Company leases from Sprint. The Company paid $14.9million for the year ended December 31, 2010 and expects to pay $15.4 million for the year ended December 31, 2011. The amount per tower to be paid toSprint increases by 3% each successive year through 2037, the expiration of the lease term.Letters of CreditThe Company has issued letters of credit to various landlords, insurers and other parties in connection with certain contingent retirement obligationsunder various tower land leases and certain other contractual obligations. The letters of credit were issued through the Company's lenders in amountsaggregating $13.5 million and expire on various dates through December 2011.Operating Lease CommitmentsSee note 15 for a discussion of the operating lease commitments. 15. LeasesTenant ContractsThe following table is a summary of the rental cash payments owed to the Company, as a lessor, by tenants pursuant to contractual agreements in effectas of December 31, 2010. Generally, the Company's contracts with its tenants provide for (1) annual escalations and multiple renewal periods at the tenant'soption and (2) only limited termination rights at the applicable tenant's option through the current term. As of December 31, 2010, the weighted-averageremaining term of tenant contracts is approximately eight years, exclusive of renewals at the tenant's option. The tenants' rental payments included in the tablebelow are through the current terms with a maximum current term of 20 years and do not assume exercise of tenant renewal options. Years Ending December 31, 2011 2012 2013 2014 2015 Thereafter TotalTenant leases$1,601,738 $1,592,499 $1,539,339 $1,482,337 $1,298,833 $7,798,872 $15,313,618 Operating LeasesThe following table is a summary of rental cash payments owed by the Company, as lessee, to landlords pursuant to contractual agreements in effect asof December 31, 2010. The Company is obligated under non-cancelable operating contracts for land under 72% of its towers, office space and equipment. Inaddition, the Company manages 600 towers owned by third parties. The majority of these operating lease agreements have certain termination rights thatprovide for cancellation after a notice period. The majority of the land and managed tower leases have multiple renewal options at the Company's option andannual escalations. Lease agreements may also contain provisions for a contingent payment based on revenues or the gross margin derived from the towerlocated on the leased land. Approximately 91% and 69% of the Company's site rental gross margins for the year ended December 31, 2010, are derived fromtowers where the land under the tower is owned or leased with final expiration dates of greater than 20 years and ten years, respectively, inclusive of renewals atthe Company's option. The operating lease payments included in the table below include payments for certain renewal periods at the Company's option up tothe estimated tower useful life of 20 years and an estimate of contingent payments based on revenues and gross margins derived from existing tenant leases. Years Ending December 31, 2011 2012 2013 2014 2015 Thereafter TotalOperating leases$298,377 $302,865 $305,600 $306,164 $306,938 $3,659,949 $5,179,893 Rental expense from operating leases was $330.1 million, $316.2 million and $313.1 million, respectively, for the years ended December 31, 2010, 2009and 2008. The rental expense was inclusive of contingent payments based on revenues or gross margin derived from the tower located on the leased land of$55.1 million, $53.1 million and $49.5 million, respectively, for the years ended December 31, 2010, 2009 and 2008. 60 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) 16. Operating Segments and Concentrations of Credit RiskOperating SegmentsThe Company's reportable operating segments are (1) CCUSA, primarily consisting of the Company's U.S. tower operations, and (2) CCAL, theCompany's Australian tower operations. Financial results for the Company are reported to management and the board of directors in this manner.The measurement of profit or loss currently used by management to evaluate the results of operations for the Company and its operating segments isearnings before interest, taxes, depreciation, amortization and accretion, as adjusted ("Adjusted EBITDA"). The Company defines Adjusted EBITDA as netincome (loss) plus restructuring charges (credits), asset write-down charges, acquisition and integration costs, depreciation, amortization and accretion,interest expense and amortization of deferred financing costs, gains (losses) on purchases and redemptions of debt, net gain (loss) on interest rate swaps,impairment of available-for-sale securities, interest and other income (expense), benefit (provision) for income taxes, cumulative effect of change in accountingprinciple, income (loss) from discontinued operations and stock-based compensation expense. Adjusted EBITDA is not intended as an alternative measure ofoperating results or cash flows from operations (as determined in accordance with U.S. generally accepted accounting principles), and the Company's measureof Adjusted EBITDA may not be comparable to similarly titled measures of other companies. There are no significant revenues resulting from transactionsbetween the Company's operating segments. Inter-company borrowings and related interest between segments are eliminated to reconcile segment results andassets to the consolidated basis. Noncontrolling interests primarily represent the noncontrolling shareholders' 22.4% interests in CCAL, the Company's 77.6%majority-owned subsidiary.61 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) The financial results for the Company's operating segments are as follows: Year Ended December 31, 2010 Year Ended December 31, 2009 Year Ended December 31, 2008 CCUSA CCAL Elim(a) ConsolidatedTotal CCUSA CCAL Elim(a) ConsolidatedTotal CCUSA CCAL Elim(a) ConsolidatedTotalNet revenues: Site rental$1,608,141 $92,620 $— $1,700,761 $1,466,552 $76,640 $— $1,543,192 $1,324,677 $77,882 $— $1,402,559 Network servicesand other168,101 9,796 — 177,897 134,545 7,670 — 142,215 113,392 10,553 — 123,945 Net revenues1,776,242 102,416 — 1,878,658 1,601,097 84,310 — 1,685,407 1,438,069 88,435 — 1,526,504 Operating expenses: Costs ofoperations(b): Site rental437,812 29,324 — 467,136 433,481 23,079 — 456,560 432,896 23,227 — 456,123 Networkservices andother107,668 6,573 — 114,241 88,393 4,415 — 92,808 77,360 5,092 — 82,452 General andadministrative148,374 16,982 — 165,356 141,149 11,923 — 153,072 133,439 16,147 — 149,586 Asset write-downcharges13,243 444 — 13,687 18,611 626 — 19,237 16,696 192 — 16,888 Acquisition andintegration costs2,102 — — 2,102 — — — — 2,504 — — 2,504 Depreciation,amortization andaccretion513,433 27,338 — 540,771 502,017 27,722 — 529,739 498,834 27,608 — 526,442 Total operatingexpenses1,222,632 80,661 — 1,303,293 1,183,651 67,765 — 1,251,416 1,161,729 72,266 — 1,233,995 Operating income (loss)553,610 21,755 — 575,365 417,446 16,545 — 433,991 276,340 16,169 — 292,509 Interest expense andamortization of deferredfinancing costs(488,863) (21,381) 19,975 (490,269) (443,960) (15,403) 13,481 (445,882) (351,339) (25,079) 22,304 (354,114)Impairment ofavailable-for-salesecurities— — — — — — — — (55,869) — — (55,869)Gains (losses) onpurchases andredemptions of debt(138,367) — — (138,367) (91,079) — — (91,079) 42 — — 42 Net gain (loss) on interestrate swaps(286,435) — — (286,435) (92,966) — — (92,966) (37,888) — — (37,888)Interest and otherincome (expense)21,039 537 (19,975) 1,601 17,429 1,465 (13,481) 5,413 23,790 615 (22,304) 2,101 Benefit (provision) forincome taxes28,808 (1,962) — 26,846 77,718 (1,318) — 76,400 106,553 (2,192) — 104,361 Net income (loss)(310,208) (1,051) — (311,259) (115,412) 1,289 — (114,123) (38,371) (10,487) — (48,858)Less: Net income (loss)attributable to thenoncontrolling interest— (319) — (319) — 209 — 209 — — — — Net income (loss)attributable to CCICstockholders$(310,208) $(732) $— $(310,940) $(115,412) $1,080 $— $(114,332) $(38,371) $(10,487) $— $(48,858)Capital expenditures$216,556 $11,502 $— $228,058 $166,883 $6,652 $— $173,535 $406,065 $44,667 $— $450,732 Total assets (at year end)$10,439,827 $339,093 $(309,391) $10,469,529 $10,928,761 $297,801 $(269,956) $10,956,606 ____________________(a) Elimination of inter-company borrowings and related interest expense.(b) Exclusive of depreciation, amortization and accretion shown separately.62 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) The following are reconciliations of net income (loss) to Adjusted EBITDA for the years ended December 31, 2010, 2009 and 2008: Year Ended December 31, 2010 Year Ended December 31, 2009 Year Ended December 31, 2008 CCUSA CCAL Elim(a) ConsolidatedTotal CCUSA CCAL Elim(a) ConsolidatedTotal CCUSA CCAL Elim(a) ConsolidatedTotalNet income (loss)$(310,208) $(1,051) $— $(311,259) $(115,412) $1,289 $— $(114,123) $(38,371) $(10,487) $— $(48,858)Adjustments to increase(decrease) net income(loss): Asset write-downcharges13,243 444 — 13,687 18,611 626 — 19,237 16,696 192 — 16,888 Acquisition andintegration costs2,102 — — 2,102 — — — — 2,504 — — 2,504 Depreciation,amortization andaccretion513,433 27,338 — 540,771 502,017 27,722 — 529,739 498,834 27,608 — 526,442 Interest expense andamortization ofdeferred financingcosts488,863 21,381 (19,975) 490,269 443,960 15,403 (13,481) 445,882 351,339 25,079 (22,304) 354,114 Impairment ofavailable-for-salesecurities— — — — — — — — 55,869 — — 55,869 Gains (losses) onpurchases andredemptions of debt138,367 — — 138,367 91,079 — — 91,079 (42) — — (42)Net gain (loss) oninterest rate swaps286,435 — — 286,435 92,966 — — 92,966 37,888 — — 37,888 Interest and otherincome (expense)(21,039) (537) 19,975 (1,601) (17,429) (1,465) 13,481 (5,413) (23,790) (615) 22,304 (2,101)Benefit (provision) forincome taxes(28,808) 1,962 — (26,846) (77,718) 1,318 — (76,400) (106,553) 2,192 — (104,361)Stock-basedcompensation expense36,540 3,425 — 39,965 29,225 1,080 — 30,305 25,896 2,871 — 28,767 AdjustedEBITDA$1,118,928 $52,962 $— $1,171,890 $967,299 $45,973 $— $1,013,272 $820,270 $46,840 $— $867,110 ____________________(a) Elimination of inter-company borrowings and related interest expense. 63 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) Geographic InformationA summary of net revenues by country, based on the location of the Company's subsidiary, is as follows: Years Ended December 31, 2010 2009 2008United States$1,772,793 $1,597,790 $1,434,203 Australia102,416 84,310 88,435 Other countries3,449 3,307 3,866 Total net revenues$1,878,658 $1,685,407 $1,526,504 A summary of long-lived assets (property and equipment, goodwill and other intangible assets) by country of location is as follows: December 31, 2010 2009United States$8,997,016 $9,059,384 Australia222,938 209,547 Other countries16,922 17,278 Total long-lived assets$9,236,876 $9,286,209 Major CustomersThe following table summarizes the percentage of the consolidated revenues for those customers accounting for more than 10% of the consolidatedrevenues. Years Ended December 31, 2010 2009 2008AT&T21% 20% 19%Verizon Wireless21% 19% 17%Sprint20% 22% 24%T-Mobile11% 13% 12%Total73% 74% 72%Concentrations of Credit RiskFinancial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents, restricted cash andtrade receivables. The Company mitigates its risk with respect to cash and cash equivalents by maintaining such deposits at high credit quality financialinstitutions and monitoring the credit ratings of those institutions. The Company's restricted cash is predominately held and directed by a trustee (see note 2).The Company derives the largest portion of its revenues from customers in the wireless communications industry. The Company also has aconcentration in its volume of business with AT&T, Verizon Wireless, Sprint and T-Mobile that accounts for a significant portion of the Company'srevenues, receivables and deferred site rental receivables. The Company mitigates its concentrations of credit risk with respect to trade receivables by activelymonitoring the creditworthiness of its customers, the use of customer leases with contractually determinable payment terms and proactive management of pastdue balances. 64 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) 17. Asset Write-Down Charges and Impairment of Available-for-Sale SecuritiesTower Write-Down ChargesDuring the years ended December 31, 2010, 2009, and 2008, the Company abandoned or disposed of certain towers and wrote-off site acquisition andpermitting costs for towers that would not be completed. For the years ended December 31, 2010, 2009, and 2008, the Company recorded related tower assetwrite-down charges at CCUSA of $8.6 million, $18.3 million, and $14.1 million, respectively.Impairment of Available-for-Sale SecuritiesFor the year ended December 31, 2008, the Company recorded impairment charges included in "impairment of available-for-sale securities" of $55.9million (net of tax), related to the Company's investment in FiberTower Corporation ("FiberTower") as a result of an other-than-temporary decline in the valueof FiberTower (NASDAQ: FTWR). The other-than-temporary decline determination was based primarily on (1) the length of time and extent to which themarket value had been less than the adjusted cost basis and (2) the impact of the then current broad-based economic and market conditions on the Company'sviews about the short-term prospects for recovery of the FiberTower stock price. As of December 31, 2010, the fair value of the Company's investment inFiberTower was $11.8 million inclusive of an unrealized gain of $7.5 million. 18. Supplemental Cash Flow Information The following table is a summary of the supplemental cash flow information during the years ended December 31, 2010 and 2009. Years Ended December 31, 2010 2009 2008Supplemental disclosure of cash flow information: Interest paid$409,293 $331,681 $330,491 Income taxes paid (refund)(5,935) 5,597 6,582 Supplemental disclosure of non-cash investing and financing activities: Increase (decrease) in the fair value of available-for-sale securities (note 17)738 6,799 (55,869)Common stock issued in connection with the conversion of debt (note 11)— — 63,340 Increase (decrease) in the fair value of forward-starting interest rate swaps (note 7)(114,157) (140,397) (394,163)Assets acquired through capital leases and installment sales18,682 17,351 2,537 65 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) 19. Quarterly Financial Information (Unaudited)Summary quarterly financial information for the years ended December 31, 2010 and 2009 is as follows: Three Months Ended March 31 June 30 September 30 December 31 2010: Net revenues$444,327 $456,127 $481,890 $496,314 Operating income (loss)130,373 132,884 155,956 156,152 Gains (losses) on purchases and redemptions of debt(66,434) — (71,933) — Net gain (loss) on interest rate swaps(73,276) (114,598) (104,421) 5,860 Net income (loss) attributable to CCIC stockholders(119,275) (97,529) (135,009) 40,873 Net income (loss) attributable to CCIC common stockholders,after deduction of dividends on preferred stock, per commonshare – basic and diluted(0.43) (0.36) (0.49) 0.12 Three Months Ended March 31 June 30 September 30 December 31 2009: Net revenues$402,910 $409,874 $429,079 $443,544 Operating income (loss)97,247 98,489 118,801 119,454 Gains (losses) on purchases and redemptions of debt13,350 (98,676) (4,848) (905) Net gain (loss) on interest rate swaps3,795 (59,528) (58,327) 21,094 Net income (loss) attributable to CCIC stockholders10,577 (111,418) (31,639) 18,148 Net income (loss) attributable to CCIC common stockholders,after deduction of dividends on preferred stock, per commonshare – basic and diluted0.02 (0.41) (0.13) 0.04 66Item 9. Changes in and Disagreements With Accountants on Accounting and Financial DisclosureNone. Item 9A. Controls and Procedures(a) Conclusion Regarding the Effectiveness of Disclosure Controls and ProceduresIn connection with the preparation of this Annual Report on Form 10-K, as of December 31, 2010, the Company's management conducted an evaluation,under the supervision and with the participation of the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectivenessof the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("ExchangeAct")). Based upon their evaluation, the CEO and CFO concluded that the Company's disclosure controls and procedures, as of December 31, 2010, wereeffective to provide reasonable assurance that information required to be disclosed by the Company in the reports filed or submitted by it under the ExchangeAct is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and to provide reasonable assurance thatinformation required to be disclosed by the Company in such reports is accumulated and communicated to the Company's management, including itsprincipal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.(b) Management's Report on Internal Control Over Financial ReportingManagement is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) for the Company. Under the supervision and with the participation of the Company's CEO and CFO, management assessed theeffectiveness of the Company's internal control over financial reporting based on the framework described in "Internal Control – Integrated Framework,"issued by the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission. The Company's internal control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with U.S. generally accepted accounting principles. The Company's internal control over financial reporting includes those policiesand procedures that:• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of theCompany;• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizationof management and directors of the Company; and• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the Company's assetsthat could have a material effect on the financial statements.Management has assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2010. Based on the Company'sassessment, management has concluded that the Company's internal control over financial reporting was effective as of the end of the fiscal year to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordancewith U.S. generally accepted accounting principles. Management of the Company reviewed the results of their assessment with the Audit Committee of theboard of directors.KPMG LLP, a registered public accounting firm, has issued an attestation report on the Company's internal control over financial reporting, which isincluded herein in this Annual Report.(c) Changes in Internal Control Over Financial ReportingThere have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) ofthe Exchange Act) during the most recent fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control overfinancial reporting.(d) Limitations on the Effectiveness of ControlsAll internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective canprovide only reasonable assurance with respect to financial statement preparation and presentation. Because of its inherent limitations, the Company's internalcontrol over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subjectto the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures maydeteriorate.67REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and StockholdersCrown Castle International Corp.:We have audited Crown Castle International Corp.'s internal control over financial reporting as of December 31, 2010, based on criteria established inInternal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Crown CastleInternational Corp.'s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness ofinternal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibilityis 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 requirethat we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in allmaterial respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weaknessexists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performingsuch 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 to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluationof effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate.In our opinion, Crown Castle International Corp. maintained, in all material respects, effective internal control over financial reporting as ofDecember 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of theTreadway Commission.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balancesheets of Crown Castle International Corp. and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of operations andcomprehensive income (loss), cash flows, and equity for each of the years in the three-year period ended December 31, 2010, and our report datedFebruary 15, 2011 expressed an unqualified opinion on those consolidated financial statements./s/ KPMG LLPPittsburgh, PennsylvaniaFebruary 15, 2011 68Item 9B. Other InformationNone. PART III Item 10. Directors and Executive Officers of the RegistrantThe information required to be furnished pursuant to this item will be set forth in the 2011 Proxy Statement and is incorporated herein by reference. Item 11. Executive CompensationThe information required to be furnished pursuant to this item will be set forth in the 2011 Proxy Statement and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and ManagementThe information required to be furnished pursuant to this item will be set forth in the 2011 Proxy Statement and is incorporated herein by reference.The following table summarizes information with respect to equity compensation plans under which equity securities of the registrant are authorized forissuance as of December 31, 2010: Plan category(a)(b)Number of securities to beissued upon exercise ofoutstanding options,warrants and rights Weighted-average exerciseprice of outstanding options,warrants and rights Number of securitiesremaining available forfuture issuance (In shares) (In dollarsper share) (In shares)Equity compensation plans approved by security holders211,947 $8.56 8,913,927 Equity compensation plans not approved by security holders— — — Total211,947 $8.56 8,913,927 ____________________ (a) See note 12 to the consolidated financial statements for more detailed information regarding the registrant's equity compensation plans.(b) CCAL has an equity compensation plan under which it awards options for the purchase of CCAL shares to its employees and directors. This plan has not been approved by theregistrant's security holders. Item 13. Certain Relationships and Related TransactionsThe information required to be furnished pursuant to this item will be set forth in the 2011 Proxy Statement and is incorporated herein by reference. Item 14. Principal Accountant Fees and ServicesThe information required to be furnished pursuant to this item will be set forth in the 2011 Proxy Statement and is incorporated herein by reference. 69PART IV Item 15. Exhibits, Financial Statement Schedules(a)(1) Financial Statements:The list of financial statements filed as part of this report is submitted as a separate section, the index to which is located on page 34.(a)(2) Financial Statement Schedules:Schedule II—Valuation and Qualifying Accounts follows this Part IV. All other schedules are omitted because they are not applicable or because therequired information is contained in the financial statements or notes thereto included in this Form 10-K.(a)(3) Exhibits:The Exhibits listed on the accompanying Index to Exhibits are filed as part of this Annual Report on Form 10-K. 70CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESSCHEDULE II—VALUATION AND QUALIFYING ACCOUNTSYEARS ENDED DECEMBER 31, 2010, 2009 AND 2008(In thousands of dollars) Additions Deductions Balance atBeginningof Year Charged toOperations Acquired Credited toOperations Written Off Effect ofExchange RateChanges Balance atEnd ofYearAllowance for DoubtfulAccounts Receivable: 2,0105,497 1,829 — — (1,669) 26 5,683 2,0096,267 998 — — (1,802) 34 5,497 2,0086,684 1,588 — — (1,966) (39) 6,267 Additions Deductions Balance atBeginningof Year Charged toOperations Acquired Credited toOperations Written Off Effect ofExchange RateChanges Balance atEnd ofYearAllowance for Deferred SiteRental Receivables: 2,0103,600 7,200 — (5,720) — — 5,080 2,009— 3,600 — — — — 3,600 2,008— — — — — — — Additions Deductions Balance atBeginningof Year ChargedtoOperations Charged toAdditionalPaid-in Capitaland OtherComprehensiveIncome Credited toOperations Credited toAdditionalPaid-in Capitaland OtherComprehensiveIncome OtherAdjustments(a) Balance atEnd ofYearDeferred Tax ValuationAllowance: 2,010190,848 76,125 38,646 — — 12,436 318,055 2,009256,325 — — (32,761) (45,657) 12,941 190,848 2,008148,093 15,467 103,344 — — (10,579) 256,325 ____________________(a) Inclusive of the effects of exchange rate changes. 71INDEX TO EXHIBITSItem 15 (a) (3) Exhibit Number Exhibit Description(c)2.1 Formation Agreement, dated December 8, 1998, relating to the formation of Crown Atlantic Company LLC, Crown AtlanticHolding Sub LLC, and Crown Atlantic Holding Company LLC(d)2.2 Amendment Number 1 to Formation Agreement, dated March 31, 1999, among Crown Castle International Corp., CellcoPartnership, doing business as Bell Atlantic Mobile, certain Transferring Partnerships and CCA Investment Corp.(l)2.3 Crown Atlantic Holding Company LLC Amended and Restated Operating Agreement, dated May 1, 2003, by and between BellAtlantic Mobile, Inc. and CCA Investment Corp.(d)2.4 Crown Atlantic Company LLC Operating Agreement entered into as of March 31, 1999 by and between Cellco Partnership,doing business as Bell Atlantic Mobile, and Crown Atlantic Holding Sub LLC(l)2.5 Crown Atlantic Company LLC First Amendment to Operating Agreement, dated May 1, 2003, by Crown Atlantic CompanyLLC, and each of Bell Atlantic Mobile, Inc. and Crown Atlantic Holding Sub LLC(e)2.6 Agreement to Sublease dated June 1, 1999 by and among BellSouth Mobility Inc., BellSouth Telecommunications Inc., TheTransferring Entities, Crown Castle International Corp. and Crown Castle South Inc.(e)2.7 Sublease dated June 1, 1999 by and among BellSouth Mobility Inc., Certain BMI Affiliates, Crown Castle International Corp.and Crown Castle South Inc.(g)2.8 Agreement to Sublease dated August 1, 1999 by and among BellSouth Personal Communications, Inc., BellSouth CarolinasPCS, L.P., Crown Castle International Corp. and Crown Castle South Inc.(g)2.9 Sublease dated August 1, 1999 by and among BellSouth Personal Communications, Inc., BellSouth Carolinas PCS, L.P.,Crown Castle International Corp. and Crown Castle South Inc.(f)2.10 Formation Agreement dated November 7, 1999 relating to the formation of Crown Castle GT Company LLC, Crown Castle GTHolding Sub LLC and Crown Castle GT Holding Company LLC(g)2.11 Operating Agreement, dated January 31, 2000 by and between Crown Castle GT Corp. and affiliates of GTE WirelessIncorporated(u)3.1 Amended and Restated Certificate of Incorporation of Crown Castle International Corp., dated May 24, 2007(u)3.2 Amended and Restated By-laws of Crown Castle International Corp., dated May 24, 2007(b)4.1 Specimen Certificate of Common Stock(k)4.2 Indenture, dated as of December 2, 2003, between Crown Castle International Corp. and The Bank of New York, as Trustee,relating to the 7.5% Senior Notes due 2013 (including exhibits)(o)4.3 First Supplemental Indenture, dated as of June 1, 2005, between Crown Castle International Corp. and The Bank of New York,as Trustee, relating to the 7.5% Notes(n)4.4 Indenture, dated as of June 1, 2005, relating to the Senior Secured Tower Revenue Notes, by and among JPMorgan Chase Bank,N.A., as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., CrownCastle PT Inc., Crown Communication New York, Inc. and Crown Castle International Corp. de Puerto Rico, collectively asIssuers(p)4.5 Indenture Supplement, dated as of September 26, 2006, relating to the Indenture dated June 1, 2005, by and among JPMorganChase Bank, N.A., as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown CommunicationInc., Crown Castle PT Inc., Crown Communication New York, Inc. and Crown Castle International Corp. de Puerto Rico,collectively, as Issuers72 Exhibit Number Exhibit Description(gg)4.6 Indenture Supplement, dated as of January 15, 2010, relating to the Senior Secured Tower Revenue Notes, Series 2010-1, by andamong The Bank of New York Mellon (as successor to The Bank of New York as successor to J.P. Morgan Chase Bank,N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., CrownCastle PT Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers(gg)4.7 Indenture Supplement, dated as of January 15, 2010, relating to the Senior Secured Tower Revenue Notes, Series 2010-2, by andamong The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.),as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown CastlePT Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers(gg)4.8 Indenture Supplement, dated as of January 15, 2010, relating to the Senior Secured Tower Revenue Notes, Series 2010-3, by andamong The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.),as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown CastlePT Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers(ii)4.9 Indenture Supplement, dated as of August 16, 2010, relating to the Senior Secured Tower Revenue Notes, Series 2010-4, by andamong The Bank of New York Mellon (as successor to The Bank of New York as sucessor to JPMorgan Chase Bank, N.A.),as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown CastlePT Inc., Crown Communication New York, Inc., Crown Castel International Corp. de Puerto Rico, Crown Castle Towers 05LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MPUPA LLC, collectively as Issuers(ii)4.10 Indenture Supplement, dated as of August 16, 2010, relating to the Senior Secured Tower Revenue Notes, Series 2010-5, by andamong The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.),as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown CastlePT Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers(ii)4.11 Indenture Supplement, dated as of August 16, 2010, relating to the Senior Secured Tower Revenue Notes, Series 2010-6, by andamong The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.),as Indenture Trustee, and Crown Castle Towers LLC, CRown Castle South LLC, Crown Communication Inc., Crown CastlePT Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers(y)4.12 Indenture dated January 27, 2009, between Crown Castle International Corp. and Bank of New York Mellon Trust Company,N.A., as trustee(y)4.13 Supplemental Indenture dated January 27, 2009, between Crown Castle International Corp. and Bank of New York MellonTrust Company, N.A., as trustee, relating to 9% Senior Notes due 2015(cc)4.14 Indenture dated April 30, 2009, relating to the 7.750% Senior Secured Notes due 2017, by and among CC Holdings GS V LLC,Crown Castle GS III Corp., the Guarantors named therein and Bank of New York Mellon Trust Company, N.A., as trustee(dd)4.15 Indenture dated July 31, 2009, relating to Senior Secured Notes, between Pinnacle Towers Acquisition Holdings LLC, GSSavings Inc., GoldenState Towers, LLC, Pinnacle Towers Acquisition LLC, Tower Ventures III, LLC and TVHT, LLC, asIssuers, Global Signal Holdings III, LLC, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., asIndenture Trustee(dd)4.16 Indenture Supplement dated July 31, 2009, relating to Senior Secured Notes, Series 2009-1, between Pinnacle TowersAcquisition Holdings LLC, GS Savings Inc., GoldenState Towers, LLC, Pinnacle Towers Acquisition LLC, Tower Ventures III,LLC and TVHT, LLC, as Issuers, Global Signal Holdings III, LLC, as Guarantor, and The Bank of New York Mellon TrustCompany, N.A., as Indenture Trustee73Exhibit Number Exhibit Description(ee)4.17 Second Supplemental Indenture dated October 23, 2009, relating to 7.125% Senior Notes due 2019, between Crown CastleInternational Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee(a)10.1 Castle Tower Holding Corp. 1995 Stock Option Plan (Third Restatement)(b)10.2 Crown Castle International Corp. 1995 Stock Option Plan (Fourth Restatement)(d)10.3 Global Lease Agreement dated March 31, 1999 between Crown Atlantic Company LLC and Cellco Partnership, doing businessas Bell Atlantic Mobile(h)10.4 Crown Castle International Corp. 2001 Stock Incentive Plan(i)10.5 Form of Option Agreement pursuant to 2001 Stock Incentive Plan(j)10.6 Form of Severance Agreement between Crown Castle International Corp. and each of John P. Kelly, W. Benjamin Moreland andE. Blake Hawk(v)10.7 Form of First Amendment to Severance Agreement between Crown Castle International Corp. and each of John P. Kelly, W.Benjamin Moreland and E. Blake Hawk(bb)10.8 Form of Amendment to Severance Agreement between Crown Castle International Corp. and each of John P. Kelly, W. BenjaminMoreland and E. Blake Hawk, effective April 6, 2009(j)10.9 Form of Restricted Stock Agreement pursuant to 2001 Stock Incentive Plan(u)10.10 Crown Castle International Corp. 2004 Stock Incentive Plan, as amended(m)10.11 Form of Restricted Stock Agreement pursuant to 2001 Stock Incentive Plan(m)10.12 Form of Restricted Stock Agreement pursuant to 2004 Stock Incentive Plan(m)10.13 Form of Severance Agreement between Crown Castle International Corp. and each of James D. Young and James D. Cordes(v)10.14 Form of First Amendment to Severance Agreement between Crown Castle International Corp and certain senior officers, includingJames D. Young(w)10.15 Form of Severance Agreement between Crown Castle International Corp. and each of Jay A. Brown and Philip M. Kelley(bb)10.16 Form of Amendment to Severance Agreement between Crown Castle International Corp. and certain senior officers, including JayA. Brown, James D. Young and Philip M. Kelley, effective April 6, 2009(hh)10.17 Crown Castle International Corp. 2010 EMT Annual Incentive Plan(hh)10.18 Summary of Non-Employee Director Compensation(n)10.19 Management Agreement, dated as of June 8, 2005, by and among Crown Castle USA Inc., as Manager, and Crown CastleTowers LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication NewYork, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle GT Holding Sub LLC and Crown Castle AtlanticLLC, collectively as Owners(p)10.20 Management Agreement Amendment, dated September 26, 2006, by and among Crown Castle USA Inc., as Manager, andCrown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., CrownCommunication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle GT Holding Sub LLC andCrown Castle Atlantic LLC, collectively, as Owners(q)10.21 Joinder and Amendment to Management Agreement, dated as of November 29, 2006, by and among Crown Castle USA Inc., asManager, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc.,Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC,Crown Castle PR LLC, Crown Castle MU LLC, Crown Castle MUPA LLC, Crown Castle GT Holding Sub LLC and CrownCastle Atlantic LLC, collectively as Owners(n)10.22 Cash Management Agreement, dated as of June 8, 2005, by and among Crown Castle Towers LLC, Crown Castle South LLC,Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc. and Crown Castle InternationalCorp. de Puerto Rico, as Issuers, JPMorgan Chase Bank, N.A., as Indenture Trustee, Crown Castle USA Inc., as Manager,Crown Castle GT Holding Sub LLC, as Member of Crown Castle GT Company LLC, and Crown Castle Atlantic LLC, asMember of Crown Atlantic Company LLC 74Exhibit Number Exhibit Description(q)10.23 Joinder to Cash Management Agreement, dated as of November 29, 2006, by and among Crown Castle Towers LLC, CrownCastle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc. and CrownCastle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC,Crown Castle MUPA LLC, as Issuers, The Bank of New York (as successor to JPMorgan Chase Bank, N.A.), as IndentureTrustee, Crown Castle USA Inc., as Manager, Crown Castle GT Holding Sub LLC, as Member of Crown Castle GT CompanyLLC, and Crown Castle Atlantic LLC, as Member of Crown Atlantic Company LLC(n)10.24 Servicing Agreement, dated as of June 8, 2005, by and among Midland Loan Services, Inc., as Servicer, and JPMorgan ChaseBank, N.A., as Indenture Trustee(r)10.25 Credit Agreement, dated January 9, 2007, among Crown Castle Operating Company, as the borrower, Crown CastleInternational Corp. and certain of its subsidiaries, as guarantors, the several lenders from time to time parties thereto, and TheRoyal Bank of Scotland plc, as administrative agent(t)10.26 First Amendment to Credit Agreement, dated March 6, 2007, among Crown Castle International Corp., Crown Castle OperatingCompany, Crown Castle Operating LLC, the lenders named therein, and The Royal Bank of Scotland plc, as administrativeagent(x)10.27 Second Extension Agreement dated as of January 6, 2009, among the Borrower, Crown Castle International Corp., Crown CastleOperating LLC, the revolving lenders named therein and The Royal Bank of Scotland plc, as administrative agent (regardingrevolving credit facility)(ff)10.28 Amendment to Credit Agreement (and related pledge agreements), dated December 23, 2009, among Crown Castle InternationalCorp., Crown Castle Operating Company, Crown Castle Operating LLC, CCGS Holdings LLC, Global Signal OperatingPartnership, L.P., the lenders named therein and The Royal Bank of Scotland plc(s)10.29 Term Loan Joinder, dated January 26, 2007, among Crown Castle International Corp., Crown Castle Operating Company, thelenders named therein, and The Royal Bank of Scotland plc, as administrative agent(t)10.30 Amendment to Term Loan Joinder, dated March 6, 2007, among Crown Castle International Corp., Crown Castle OperatingCompany, the lenders named therein, and The Royal Bank of Scotland plc, as administrative agent(t)10.31 Term Loan Joinder, dated March 6, 2007, among Crown Castle International Corp., Crown Castle Operating Company, thelenders named therein, and The Royal Bank of Scotland plc, as administrative agent(z)10.32 Agreement to Contribute, Lease and Sublease, dated as of February 14, 2005 among Sprint Corporation, the Sprint subsidiariesnamed therein and Global Signal Inc.(aa)10.33 Master Lease and Sublease, dated as of May 26, 2005, by and among STC One LLC, as lessor, Sprint Telephony PCS L.P.,as Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.(aa)10.34 Master Lease and Sublease, dated as of May 26, 2005, by and among STC Two LLC, as lessor, SprintCom, Inc., as SprintCollocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.(aa)10.35 Master Lease and Sublease, dated as of May 26, 2005, by and among STC Three LLC, as lessor, American PCSCommunications, LLC, as Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.(aa)10.36 Master Lease and Sublease, dated as of May 26, 2005, by and among STC Four LLC, as lessor, PhillieCo, L.P., as SprintCollocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.(aa)10.37 Master Lease and Sublease, dated as of May 26, 2005, by and among STC Five LLC, as lessor, Sprint Spectrum L.P., asSprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.(aa)10.38 Master Lease and Sublease, dated as of May 26, 2005, by and among STC Six Company, Sprint Spectrum L.P., as SprintCollocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc. 75Exhibit Number Exhibit Description(cc)10.39 Management Agreement, dated as of April 30, 2009, by and among Crown Castle USA Inc., as Manager, and Global SignalAcquisitions LLC, Global Signal Acquisitions II LLC, Pinnacle Towers LLC, and the direct and indirect subsidiaries ofPinnacle Towers LLC, collectively, as Owners(cc)10.40 Cash Management Agreement, dated as of April 30, 2009, by and among CC Holdings GS V LLC, as Issuer, Global SignalAcquisitions LLC, Global Signal Acquisitions II LLC, Pinnacle Towers LLC, the Guarantors named therein, The Bank of NewYork Mellon Trust Company, N.A., as Trustee, and Crown Castle USA Inc., as Manager(dd)10.41 Management Agreement, dated as of July 31, 2009, by and among Crown Castle USA Inc., as Manager, and Pinnacle TowersAcquisition Holdings LLC, and the direct and indirect subsidiaries of Pinnacle Towers Acquisition Holdings LLC, collectively,as Owners(dd)10.42 Cash Management Agreement, dated as of July 31, 2009, by and among Pinnacle Towers Acquisition Holdings LLC, PinnacleTowers Acquisition LLC, GS Savings Inc., GoldenState Towers, LLC, Tower Ventures III, LLC and TVHT, LLC, as Issuers,The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee, and Crown Castle USA Inc., as Manager(dd)10.43 Servicing Agreement, dated as of July 31, 2009, by and among Midland Loan Services, Inc., as Servicer, and The Bank ofNew York Mellon Trust Company, N.A., as Indenture Trustee*11 Computation of Net Income (Loss) per Common Share*12 Computation of Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends*21 Subsidiaries of Crown Castle International Corp.*23 Consent of KPMG LLP*24 Powers of Attorney (included in the signatures page of this Annual Report on Form 10-K)*31.1 Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002*31.2 Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002*32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002**101.INS XBRL Instance Document**101.SCH XBRL Taxonomy Extension Schema Document**101.DEF XBRL Taxonomy Extension Definition Linkbase**101.CAL XBRL Taxonomy Extension Calculation Linkbase Document**101.LAB XBRL Taxonomy Extension Label Linkbase Document**101.PRE XBRL Taxonomy Extension Presentation Linkbase Document____________________* Filed herewith.** Furnished herewith.(a) Incorporated by reference to the exhibits in the Registration Statement on Form S-4 previously filed by the Registrant (Registration No. 333-43873).(b) Incorporated by reference to the exhibits in the Registration Statement on Form S-1 previously filed by the Registrant (Registration No. 333-57283).(c) Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 000-24737) on December 10, 1998.(d) Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 000-24737) on April 12, 1999.(e) Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 000-24737) on June 9, 1999.(f) Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 000-24737) on November 12, 1999.(g) Incorporated by reference to the exhibit previously filed by the Registrant on Form 10-K (Registration No. 000-24737) for the year ended December 31,1999.(h) Incorporated by reference to the exhibit previously filed by the Registrant as Appendix A to the Definitive Schedule 14A Proxy Statement (RegistrationNo. 001-16441) on May 8, 2001.(i) Incorporated by reference to the exhibit previously filed by the Registrant on Form 10-Q (Registration No. 001-16441) for the quarter endedSeptember 30, 2002.(j) Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on76January 8, 2003.(k) Incorporated by reference to the exhibits in the Registration Statement on Form S-4 previously filed by the Registrant (Registration No. 333-112176).(l) Incorporated by reference to the exhibit previously filed by the Registrant on Form 10-K (Registration No. 001-16441) for the year ended December 31,2003.(m) Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on March 2, 2005.(n) Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on June 9, 2005.(o) Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on June 2, 2005.(p) Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on September 29, 2006.(q) Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on December 5, 2006.(r) Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on January 11, 2007.(s) Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on January 29, 2007.(t) Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on March 8, 2007.(u) Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on May 30, 2007.(v) Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on December 7, 2007.(w) Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on July 15, 2008(x) Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on January 6, 2009(y) Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on January 29, 2009(z) Incorporated by reference to the exhibit previously filed by Global Signal Inc. on Form 8-K (Registration No. 001-32168) on February 17, 2005.(aa) Incorporated by reference to the exhibit previously filed by Global Signal Inc. on Form 8-K (Registration No. 001-32168) on May 27, 2005.(bb) Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on April 8, 2009.(cc) Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on May 5, 2009.(dd) Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on August 4, 2009.(ee) Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on October 28, 2009.(ff) Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on December 28, 2009.(gg) Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on January 20, 2010.(hh) Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on February 24, 2010.(ii) Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on August 26, 2010.77SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this AnnualReport on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 15th day of February, 2011. CROWN CASTLE INTERNATIONAL CORP. By: /s/ JAY A. BROWN Jay A. BrownSenior Vice President, Chief Financial Officerand TreasurerPOWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints W. Benjamin Moreland and E.Blake Hawk and each of them, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and re-substitution for him or her andin his or her name, place and stead, in any and all capacities, to sign any and all documents relating to the Annual Report on Form 10-K, including any andall amendments and supplements thereto, for the year ended December 31, 2010 and to file the same with all exhibits thereto and other documents in connectiontherewith with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents full power and authority to do and perform each andevery act and thing requisite and necessary to be done in and about the premises, as fully as to all intents and purposes as he or she might or could do inperson, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done byvirtue hereof.Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has beensigned below by the following persons on behalf of the Registrant and in the capacities indicated below on this 15th day of February, 2011. 78Name Title /s/ W. BENJAMIN MORELAND President, Chief Executive Officer and DirectorW. Benjamin Moreland (Principal Executive Officer) /s/ JAY A. BROWN Senior Vice President, Chief Financial Officer andJay A. Brown Treasurer (Principal Executive Officer) /s/ ROB A. FISHER Vice President and ControllerRob A. Fisher (Principal Accounting Officer) /s/ J. LANDIS MARTIN Chairman of the Board of DirectorsJ. Landis Martin /s/ DAVID C. ABRAMS DirectorDavid C. Abrams /s/ CINDY CHRISTY DirectorCindy Christy /s/ ARI Q. FITZGERALD DirectorAri Q. Fitzgerald /s/ ROBERT E. GARRISON II DirectorRobert E. Garrison II /s/ DALE N. HATFIELD DirectorDale N. Hatfield /s/ LEE W. HOGAN DirectorLee W. Hogan /s/ EDWARD C. HUTCHESON, JR. DirectorEdward C. Hutcheson, Jr. /s/ JOHN P. KELLY DirectorJohn P. Kelly /s/ ROBERT F. MCKENZIE DirectorRobert F. McKenzie 79 EXHIBIT 11CROWN CASTLE INTERNATIONAL CORP.COMPUTATION OF NET INCOME (LOSS)PER COMMON SHARE(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS) Years Ended December 31, 2010 2009 2008 2007 2006Income (loss) from continuing operations attributable to CCIC stockholders$(310,940) $(114,332) $(48,858) $(222,813) $(47,550)Dividends on preferred stock(20,806) (20,806) (20,806) (20,805) (20,806)Income (loss) from continuing operations attributable to CCIC stockholdersafter deduction of dividends on preferred stock for basic and dilutedcomputations(331,746) (135,138) (69,664) (243,618) (62,699)Income (loss) from discontinued operations attributable to CCIC stockholders— — — — 5,657 Net income (loss) attributable to CCIC stockholders after deduction ofdividends on preferred stock for basic and diluted computations$(331,746) $(135,138) $(69,664) $(243,618) $(62,699)Weighted-average number of common shares outstanding during the period forbasic and diluted computations (in thousands)286,764 286,622 282,007 279,937 207,245 Per common share-basic and diluted: Income (loss) from continuing operations attributable toCCIC stockholders(1.16) (0.47) (0.25) $(0.87) $(0.33)Income (loss) from discontinued operations attributable toCCIC stockholders— — — — 0.03 Net income (loss)(1.16) (0.47) (0.25) $(0.87) $(0.3)  EXHIBIT 12CROWN CASTLE INTERNATIONAL CORP.COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES ANDEARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS(DOLLARS IN THOUSANDS) Years Ended December 31, 2010 2009 2008 2007 2006Computation of earnings: Income (loss) before income taxes$(338,105) $(190,523) $(153,219) $(317,003) $(48,373)Add: Fixed charges (as computed below)600,295 551,288 458,477 454,731 211,188 Subtract: Interest capitalized— — — (1,406) (1,295) $262,190 $360,765 $305,258 $136,322 $161,520 Computation of fixed charges and combined fixed charges and preferred stockdividends: Interest expense$406,222 $386,447 $332,058 $329,610 $153,722 Amortized premiums, discounts and capitalized interest expense related toindebtedness84,047 59,435 22,056 20,649 8,606 Interest capitalized— — — 1,406 1,295 Interest component of operating lease expense110,026 105,406 104,363 103,066 47,565 Fixed charges600,295 551,288 458,477 454,731 211,188 Dividends on preferred stock and losses on purchases of preferred stock20,806 20,806 20,806 20,805 20,806 Combined fixed charges and preferred stock dividends$621,101 $572,094 $479,283 $475,536 $231,994 Ratio of earnings to fixed charges— — — — — Deficiency of earnings to cover fixed charges$338,105 $190,523 $153,219 $318,409 $49,668 Ratio of earnings to combined fixed charges and preferred stock dividends— — — — — Deficiency of earnings to cover combined fixed charges and preferred stockdividends$358,911 $211,329 $174,025 $339,214 $70,474  EXHIBIT 21CROWN CASTLE INTERNATIONAL CORP. SUBSIDIARIES Subsidiary Jurisdiction ofIncorporationCC Holdings GS V LLC DelawareCC Towers Guarantor LLC DelawareCC Towers Holding LLC DelawareCCGS Holdings Corp. DelawareCrown Atlantic Company LLC DelawareCrown Castle Atlantic LLC DelawareCrown Castle Australia Holdings Pty Limited AustraliaCrown Castle Australia Pty Ltd AustraliaCrown Castle CA Corp. DelawareCrown Castle GT Company LLC DelawareCrown Castle GT Corp. DelawareCrown Castle GT Holding Sub LLC DelawareCrown Castle Investment Corp. DelawareCrown Castle Operating Company DelawareCrown Castle Operating LLC DelawareCrown Castle PT Inc. DelawareCrown Castle South LLC DelawareCrown Castle Towers 05 LLC DelawareCrown Castle Towers LLC DelawareCrown Castle USA Inc. PennsylvaniaCrown Communication LLC (f/k/a Crown Communication Inc. d/b/a/ Crown Communications and CrownCom) DelawareGlobal Signal Acquisitions II LLC DelawareGlobal Signal Acquisitions III LLC DelawareGlobal Signal Acquisitions IV LLC DelawareGlobal Signal Acquisitions LLC DelawareGlobal Signal GP LLC DelawareGlobal Signal Holdings III LLC DelawareGlobal Signal Operating Partnership, L.P. DelawarePinnacle Towers Acquisition LLC DelawarePinnacle Towers Acquisitions Holdings LLC DelawarePinnacle Towers LLC Delaware  Exhibit 23Consent of Independent Registered Public Accounting FirmThe Board of DirectorsCrown Castle International Corp.:We consent to the incorporation by reference in the registration statements (Nos. 333-67379, 333-101008, 333-118659 and 333-163843) on Form S-8, theregistration statements (Nos. 333-94821, 333-41106, and 333-106728) on Form S-3, and the registration statements (Nos. 333-139953, 333-140452, and 333-156781) on Form S-3 ASR of Crown Castle International Corp. of our reports dated February 15, 2011, with respect to the consolidated balance sheets ofCrown Castle International Corp. as of December 31, 2010 and 2009, and the related consolidated statements of operations and comprehensive income (loss),cash flows, and equity for each of the years in the three-year period ended December 31, 2010, and the related financial statement schedule, and theeffectiveness of internal control over financial reporting as of December 31, 2010, which reports appear in the December 31, 2010 annual report on Form 10-Kof Crown Castle International Corp./s/ KPMG LLPPittsburgh, PennsylvaniaFebruary 15, 2011  Exhibit 31.1CertificationFor the Year Ended December 31, 2010I, W. Benjamin Moreland, certify that:1. I have reviewed this annual report on Form 10-K of Crown Castle International Corp. (“registrant”);2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this report is being prepared;b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's mostrecent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant's internal control over financial reporting; and5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; andb) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internalcontrol over financial reporting.Date: February 15, 2011 /s/ W. Benjamin MorelandW. Benjamin MorelandPresident and Chief Executive Officer  Exhibit 31.2CertificationFor the Year Ended December 31, 2010I, Jay A. Brown, certify that:1. I have reviewed this annual report on Form 10-K of Crown Castle International Corp. (“registrant”);2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this report is being prepared;b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's mostrecent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant's internal control over financial reporting; and5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; andb) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internalcontrol over financial reporting.Date: February 15, 2011 /s/ Jay A. BrownJay A. BrownSenior Vice President, Chief Financial Officerand Treasurer  Exhibit 32.1Certification Pursuant to18 U.S.C. Section 1350As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002In connection with the Annual Report on Form 10-K of Crown Castle International Corp., a Delaware Corporation (“Company”), for the period endingDecember 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (“Report”), each of the undersigned officers of the Companyhereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of such officer'sknowledge:1) the Report complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theCompany as of December 31, 2010 (the last date of the period covered by the Report). /s/ W. Benjamin MorelandW. Benjamin MorelandPresident and Chief Executive OfficerFebruary 15, 2011 /s/ Jay A. BrownJay A. BrownSenior Vice President, Chief Financial Officerand TreasurerFebruary 15, 2011A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Crown Castle InternationalCorp. and will be retained by Crown Castle International Corp. and furnished to the Securities and Exchange Commission or its staff upon request. 

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