We are a leading independent owner and operator of wireless communications towers in 47 of the 48 contiguous United States, Puerto Rico and the U.S. Virgin Islands. Our principal business line is our site leasing business, which contributed 98.9% of our segment operating profit for the three months ended September 30, 2008. In our site leasing business, we lease antenna space to wireless service providers on towers and other structures that we own, manage or lease from others. The towers that we own have been constructed by us at the request of a wireless service provider, constructed based on our own initiative or acquired. As of September 30, 2008, we owned 7,484 towers, the substantial majority of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to wireless service providers. We also manage or lease approximately 4,300 actual or potential communications sites, approximately 600 of which are revenue producing. Our second business line is our site development business, through which we assist wireless service providers with developing and maintaining their own wireless service networks.

Site Leasing Services

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts. Site leasing revenues are received primarily from wireless service provider tenants, including Alltel, AT&T, Sprint, T-Mobile and Verizon Wireless. Wireless service providers enter into numerous different tenant leases with us, each of which relates to the lease or use of space at an individual tower site. Tenant leases are generally for an initial term of five years renewable for five five-year renewal periods at the option of the tenant. These tenant leases typically contain specific rent escalators, which average 3% - 4% per year, including the renewal option periods. Tenant leases are generally paid on a monthly basis and revenue from site leasing is recorded monthly on a straight-line basis over the current term of the related lease agreements. Rental amounts received in advance are recorded as deferred revenue.

Cost of site leasing revenue primarily consists of:

• Rental payments on ground and other underlying property leases;

• Straight-line rent adjustment for the difference between rental payments made and expense recorded as if the payments had been made evenly throughout the minimum lease term (which may include renewal terms) of the underlying property leases;

• Property taxes;

• Site maintenance and monitoring costs (exclusive of employee related costs);

• Utilities;

• Property insurance; and

• Deferred lease origination cost amortization.

For any given tower, such costs are relatively fixed over a monthly or an annual time period. As such, operating costs for owned towers do not generally increase significantly as a result of adding additional customers to the tower. The amount of other direct costs associated with operating a tower varies from site to site depending on the taxing jurisdiction and the height and age of the tower, but typically do not make up a large percentage of total operating costs. The ongoing maintenance requirements are typically minimal and include replacing lighting systems, painting a tower or upgrading

or repairing an access road or fencing. Lastly, land leases generally have an initial term of five years with five or more additional automatic renewal periods of five years at our option and provide for rent escalators which typically average 3% - 4% annually or provide for term escalators of approximately 15%. Of the 7,484 towers in our portfolio, approximately 26% are located on parcels of land that we own, land subject to perpetual easements, or parcels of land that have a leasehold interest that extends beyond 50 years.

Our site leasing business generates substantially all of our segment operating profit. As indicated in the table below, our site leasing business generated 84.7% and 83.3% of our total revenue during the three and nine months ended September 30, 2008, respectively. For information regarding our operating segments, please see Note 14 of our Condensed Notes to Consolidated Financial Statements included in this quarterly report.

                                                                        Revenues
                                                   For the three months            For the nine months
                                                   ended September 30,             ended September 30,
                                                   2008            2007            2008           2007
                                                                 (dollars in thousands)
Site leasing revenue                            $   100,506      $  81,038      $  283,620      $ 237,100
Total revenues                                  $   118,656      $ 103,201      $  340,525      $ 299,298
Percentage of total revenue                            84.7 %         78.5 %          83.3 %         79.2 %

                                                                Segment Operating Profit
                                                   For the three months            For the nine months
                                                   ended September 30,             ended September 30,
                                                   2008            2007            2008           2007
                                                                 (dollars in thousands)
Site leasing segment operating profit (1)       $    75,780      $  56,643      $  214,253      $ 170,915
Total segment operating profit (1)              $    76,648      $  59,549      $  218,921      $ 178,930
Site leasing segment operating profit
percentage of total segment operating profit
(1)                                                    98.9 %         95.1 %          97.9 %         95.5 %

(1) Site leasing segment operating profit and total segment operating profit are non-GAAP financial measures. We reconcile these measures and other Regulation G disclosures in this quarterly report in the section entitled Non-GAAP Financial Measures.

We believe that over the long-term, site leasing revenues will continue to grow as wireless service providers lease additional antenna space on our towers due to increasing minutes of network use, network expansion and network coverage requirements. We believe our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs and minimal capital expenditures. Due to the relatively young age and mix of our tower portfolio, we expect future expenditures required to maintain these towers to be minimal. Consequently, we expect to grow our cash flows by adding tenants to our towers at minimal incremental costs by using existing tower capacity or requiring wireless service providers to bear all or a portion of the cost of tower modifications. Furthermore, because our towers are strategically positioned and our customers typically do not relocate, we have historically experienced low customer churn as a percentage of revenue.

The following rollforward summarizes the activity in our tower portfolio from December 31, 2007 to September 30, 2008:

                                                   Number of Towers
             Towers owned at December 31, 2007                6,220
             Purchased towers                                    88
             Constructed towers                                  20
             Towers reclassified/disposed of (1)                 (3 )

             Towers owned at March 31, 2008                   6,325
             Purchased towers                                   555
             Constructed towers                                  18
             Towers reclassified/disposed of (1)                 (2 )

             Towers owned at June 30, 2008                    6,896
             Purchased towers                                   567
             Constructed towers                                  22
             Towers reclassified/disposed of (1)                 (1 )

             Towers owned at September 30, 2007               7,484

(1) Reclassifications reflect the combination for reporting purposes of multiple tower structures on a single parcel of real estate, which we market and customers view as a single location, into a single tower site. Dispositions reflect the decommissioning, sale, conveyance or legal transfer of owned tower sites.

Site Development Services

Our site development services business is complementary to our site leasing business and provides us the ability to keep in close contact with the wireless service providers who generate substantially all of our site leasing revenue and capture ancillary revenues that are generated by our site leasing activities, such as antenna installation and equipment installation at our tower locations. Our site development services business consists of two segments, site development consulting and site development construction, through which we provide wireless service providers a full range of end-to-end services. We principally perform services for third parties in our core, historical areas of wireless expertise, specifically site acquisition, zoning, technical services and construction.

Site development services revenues are received primarily from wireless service providers or companies providing development or project management services to wireless service providers. Our site development customers engage us on a project-by-project basis, and a customer can generally terminate an assignment at any time without penalty. Site development projects, both consulting and construction, include contracts on a time and materials basis or a fixed price basis. The majority of our site development services are billed on a fixed price basis. Time and materials based site development contracts are billed and revenue is recognized at contractual rates as the services are rendered. Our site development projects generally take from three to twelve months to complete. For those site development consulting contracts in which we perform work on a fixed price basis, we bill the client, and recognize revenue, based on the completion of agreed upon phases of the project on a per site basis. Upon the completion of each phase, we recognize the revenue related to that phase.

Our revenue from site development construction contracts is recognized on the percentage-of-completion method of accounting, determined by the percentage of cost incurred to date compared to management's estimated total cost for each contract. This method is used because management considers total cost to be the best available measure of progress on the contracts. These amounts are based on estimates, and the uncertainty inherent in the estimates initially is reduced as work on the contracts nears completion. Revenue from our site development construction business may fluctuate from period to period depending on construction activities, which are a function of the timing and amount of our clients' capital expenditures, the number and significance of active customer engagements during a period, weather and other factors.

Cost of site development consulting revenue and construction revenue include all costs of materials, salaries and labor, including payroll taxes, subcontract labor, vehicle expense and other costs directly and indirectly related to the projects. All costs related to site development consulting contracts and construction contracts are recognized as incurred.

The table below provides the percentage of total company revenues contributed by site development consulting services and site development construction services for the three and nine months ended September 30, 2008 and 2007. Information regarding the total assets used in our site development services businesses is included in Note 14 of our Condensed Notes to Consolidated Financial Statements included in this quarterly report.

                                              Percentage of Total Revenues
                                    For the three months         For the nine months
                                     ended September 30,         ended September 30,
                                     2008            2007        2008           2007
   Site development consulting          3.2 %          7.1 %        4.1 %          6.0 %
   Site development construction       12.1 %         14.4 %       12.6 %         14.8 %

CRITICAL ACCOUNTING POLICIES

We have identified the policies and significant estimation processes below as critical to our business operations and the understanding of our results of operations. The listing is not intended to be a comprehensive list. In many cases, the accounting treatment of a particular transaction is specifically dictated by generally accepted accounting principles in the United States, with no need for management's judgment in their application. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. The impact and any associated risks related to these policies on our business operations is discussed throughout "Management's Discussion and Analysis of Financial Condition and Results of Operations" where such policies affect reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see Note 2 in the Notes to Consolidated Financial Statements for the year ended December 31, 2007, included on the Form 10-K filed with the Securities and Exchange Commission on February 28, 2008. Our preparation of our financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting periods. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. There can be no assurance that actual results will not differ from those estimates and such differences could be significant.

Investments

Our investments consist of auction rate securities. Auction rate securities are debt instruments with long-term scheduled maturities that have interest rates that are typically reset at pre-determined intervals, usually every 7, 28, 35 or 90 days, at which time the securities would historically be purchased or sold, creating a liquid market. Historically, an active secondary market existed for such investments and the rate reset for each instrument was an opportunity to accept the reset rate or sell the instrument at its face value in order to seek an alternative investment. In the past, the auction process allowed investors to roll over their holdings or obtain immediate liquidity by selling the securities at par. We intended to use the interest rate reset feature to provide the opportunity to maximize returns while preserving liquidity. However, as of September 30, 2008, management no longer believes that we will be able to liquidate the

remaining securities within the next twelve months due to the insufficient demand in the marketplace driven by the current state of the credit markets. As a result, we have reclassified the auction rate securities from short-term investments to long-term investments included in other assets - noncurrent on our Consolidated Balance Sheets.

SFAS 157 establishes a framework for measuring fair value and establishes a fair value hierarchy based on the inputs used to measure fair value. Traditionally, the fair value of auction rate securities approximated par value due to the frequent resets through the auction rate process. However, as a result of insufficient demand in the marketplace, the auction rate process has resulted in numerous "failed auctions" over the past twelve months and we, like other holders of auction rate securities, have not been able to liquidate all of the remaining auction rate securities held in our portfolio. Consequently, we estimated the fair value of these auction rate securities based on values provided by the firm managing our auction rate investments utilizing a Level 3 valuation methodology. SFAS No. 157 defines Level 3 valuations as those which rely on unobservable inputs for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability. Management validated the assumptions used in the valuation including the ultimate time horizon and coupon rate for these securities, the credit worthiness of the underlying assets and the counterparties, and the appropriate discount margins and we continue to monitor market and other conditions in assessing whether further changes in the fair value of these securities are warranted. Due to the lack of a secondary market for our auction rate securities, the established fair value of these securities is a matter of judgment. If our estimates regarding the fair value of these securities are incorrect, a future earnings charge may be required. Additionally, these estimated fair values could change significantly based on future market conditions and as such, we may be required to record additional unrealized losses for impairment if we determine there are further declines in their fair value.

We reviewed the impairment charge in accordance with EITF 03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, " and Staff Accounting Bulletin Topic 5M, "Other-Than-Temporary Impairment of Certain Investments in Debt and Equity Securities," to determine the classification of the impairment as "temporary" or "other-than-temporary". We recorded a $0.5 million and $5.5 million other-than-temporary impairment charge in other expense for the three and nine months ended September 30, 2008, respectively. We have determined that the entire impairment related to our auction rate securities was other-than-temporary and recorded an impairment charge in other (expense) income on our Consolidated Statements of Operations based on a variety of factors, including the significant decline in fair value indicated for the individual investments and the adverse market conditions impacting auction rate securities.

Construction Revenue

Revenue from construction contracts is recognized on the percentage-of-completion method of accounting, determined by the percentage of cost incurred to date compared to management's estimated total cost for each contract. This method is used because we consider total cost to be the best available measure of progress on each contract. These amounts are based on estimates, and the uncertainty inherent in the estimates initially is reduced as work on each contract nears completion. The asset "Costs and estimated earnings in excess of billings on uncompleted contracts" represents expenses incurred and revenues recognized in excess of amounts billed. The liability "Billings in excess of costs and estimated earnings on uncompleted contracts" represents billings in excess of revenues recognized.

Allowance for Doubtful Accounts

We perform periodic credit evaluations of our customers. We continuously monitor collections and payments from our customers and maintain an allowance for estimated credit losses based upon our historical experience and any specific customer collection issues that we have identified. Establishing reserves against specific accounts receivable and the overall adequacy of our allowance is a matter of judgment.

Asset Impairment

On a quarterly basis, we evaluate the potential impairment of individual long-lived assets, principally the tower sites. We record an impairment charge when we believe an investment in towers or the related intangible assets has been impaired, such that future undiscounted cash flows would not recover the then current carrying value of the investment in the tower site. We consider many factors and make certain assumptions when making this assessment, including, but not limited to: general market and economic conditions, historical operating results, geographic location, lease-up potential and expected timing of lease-up. In addition, we make certain assumptions in determining an asset's fair value less costs to sell for purposes of calculating the amount of an impairment charge. Changes in those assumptions or market conditions may result in a fair value less costs to sell which is different from management's estimates. Future adverse changes in market conditions could result in losses or an inability to recover the carrying value, thereby possibly requiring an impairment charge in the future. In addition, if our assumptions regarding future undiscounted cash flows and related assumptions are incorrect, a future impairment charge may be required.

Property Tax Expense

We typically receive notifications and invoices in arrears for property taxes associated with the tangible personal property and real property used in our site leasing business. As a result, we recognize property tax expense, which is reflected as a component of site leasing cost of revenue, based on our best estimate of anticipated property tax payments related to the current period. We consider several factors in establishing this estimate, including our historical level of incurred property taxes, the location of the property, our awareness of jurisdictional property value assessment methods and industry related property tax information. If our estimates regarding anticipated property tax expenses are incorrect, a future increase or decrease in site leasing cost of revenue may be required.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2008 Compared to Three Months Ended
September 30, 2007

Revenues:



                                        For the three months ended September 30,
                                                Percentage                 Percentage
                                                    of                         of          Dollar      Percentage
                                      2008       Revenues        2007       Revenues       Change        Change
                                                       (in thousands, except for percentages)
Site leasing                        $ 100,506         84.7 %   $  81,038         78.5 %   $ 19,468           24.0 %
Site development consulting             3,783          3.2 %       7,322          7.1 %     (3,539 )        (48.3 )%
Site development construction          14,367         12.1 %      14,841         14.4 %       (474 )         (3.2 )%

Total revenues                      $ 118,656        100.0 %   $ 103,201        100.0 %   $ 15,455           15.0 %

Site leasing revenues increased $19.5 million due to an increase in the number of tenants and the amount of equipment added to our historical towers and from revenue generated by the towers that we acquired or constructed subsequent to September 30, 2007. As of September 30, 2008, we had 18,381 tenants as compared to 14,781 tenants at September 30, 2007. We have also experienced, on average, higher rents per tenant due to higher rents from new tenants, higher rents upon renewals by existing tenants and higher rental rates from additional equipment added by existing tenants. Additionally, in the third quarter of 2008, site leasing revenue included a one-time benefit of $0.8 million associated with the settlement of outstanding receivable balances.

Site development consulting and construction revenues decreased $4.0 million due to the wind-down or completion of certain of our prior contracts from the larger wireless service providers, as well as a significant decline in the volume of work performed for Sprint during the third quarter of 2008 as compared to the same period in the prior year.

Operating Expenses:



                                                   For the three months
                                                   ended September 30,
                                                                              Dollar       Percentage
                                                     2008          2007       Change         Change
                                                      (in thousands)
Cost of revenues (exclusive of depreciation,
accretion and amortization):
Site leasing                                     $     24,726    $ 24,395    $    331             1.4 %
Site development consulting                             3,164       5,763      (2,599 )         (45.1 )%
Site development construction                          14,118      13,494         624             4.6 %
Selling, general and administrative                    12,496      11,289       1,207            10.7 %
Depreciation, accretion and amortization               52,725      42,949       9,776            22.8 %

Total operating expenses                         $    107,229    $ 97,890    $  9,339             9.5 %

Site leasing cost of revenues increased $0.3 million primarily as a result of the growth in the number of towers owned by us, which was 7,484 at September 30, 2008 up from 6,026 at September 30, 2007 offset by the positive impact of our ground lease purchase program.

Site development cost of revenues decreased $2.0 million due to the wind-down or completion of certain of our prior consulting contracts from the larger wireless service providers, as well as a significant decline in the volume of work performed for Sprint during the third quarter of 2008 as compared to the same period in the prior year.

Selling, general and administrative expenses increased $1.2 million primarily as a result of a $0.9 million one-time severance expense related to the departure of our former Chief Financial Officer and an increase in salaries, benefits and other employee related expenses resulting primarily from a higher number of employees.

Depreciation, accretion and amortization expense increased $9.8 million to $52.7 million for the three months ended September 30, 2008 from $42.9 million for the three months ended September 30, 2007 due to an increase in the number of towers and associated intangible assets owned at September 30, 2008 compared to those owned at September 30, 2007.

Operating Income:

Operating income was $11.4 million for the three months ended September 30, 2008 as compared to $5.3 million for the three months ended September 30, 2007. The increase of $6.1 million is primarily the result of higher revenues without a commensurate increase in cost of revenues in the site leasing segment offset by an increase in selling, general and administrative expenses and depreciation, accretion and amortization expense.

. . .