This Quarterly Report on Form 10-Q contains forward-looking statements relating to our goals, beliefs, plans or current expectations and other statements that are not of historical facts. For example, when we use words such as "project," "believe," "anticipate," "expect," "forecast," "estimate," "intend," "should," "would," "could" or "may," or other words that convey uncertainty of future events or outcomes, we are making forward-looking statements. Certain important factors may cause actual results to differ materially from those indicated by our forward-looking statements, including those set forth under the caption "Risk Factors" in Part II, Item 1A. of this Quarterly Report on Form 10-Q. Forward-looking statements represent management's current expectations and are inherently uncertain. We do not undertake any obligation to update forward-looking statements made by us.

The discussion and analysis of our financial condition and results of operations that follows are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ significantly from these estimates under different assumptions or conditions. This discussion should be read in conjunction with our condensed consolidated financial statements herein and the accompanying notes thereto, information set forth under the caption "Critical Accounting Policies and Estimates" beginning on page 34 and our Annual Report on Form 10-K for the year ended December 31, 2007, in particular, the information set forth therein under Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Overview

We are a leading wireless and broadcast communications infrastructure company with a portfolio of over 23,000 communications sites, including wireless communications towers, broadcast communications towers and distributed antenna systems. We own, operate and develop communications sites in the United States, Mexico, Brazil and India. Our portfolio of wireless and broadcast tower sites consists of towers that we own and towers that we operate pursuant to long-term lease arrangements, including, as of September 30, 2008, over 19,500 tower sites in the United States and over 3,600 in Mexico and Brazil. Our portfolio also includes approximately 160 in-building distributed antenna systems that we operate in malls and casino/hotel resorts in the United States. In addition to the communications sites in our portfolio, we manage rooftop and tower sites for third parties in the United States, Mexico and Brazil. Our primary business is leasing antenna space on multi-tenant communications sites to wireless service providers and radio and television broadcast companies. This segment of our business, which we refer to as our rental and management segment, accounted for approximately 96% and 97% of our total revenues for the three and nine months ended September 30, 2008.

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

Our continuing operations are reported in two segments, rental and management and network development services. Management focuses on segment gross margin and segment operating profit as a means to measure operating performance in these business segments. We define segment gross margin as segment revenue less

segment operating expenses excluding depreciation, amortization and accretion; selling, general, administrative and development expense; and impairments and net loss (gain) on sale of long-lived assets. We define segment operating profit as segment gross margin less selling, general, administrative and development expense attributable to the segment, excluding stock-based compensation expense and corporate expenses. Segment gross margin and segment operating profit for the rental and management segment also include interest income, TV Azteca, net (see note 6 to our condensed consolidated financial statements included herein). These measures of segment gross margin and segment operating profit are also before interest income, interest expense, loss on retirement of long-term obligations, other (expense) income, minority interest in net earnings of subsidiaries, income on equity method investments, income taxes and discontinued operations.

Results of Operations

Three Months Ended September 30, 2008 and 2007 (dollars in thousands)



                                               Three Months Ended          Amount of         Percent
                                                 September 30,              Increase         Increase
                                              2008           2007          (Decrease)       (Decrease)
REVENUES:
Rental and management                       $ 394,396      $ 358,623      $     35,773              10 %
Network development services                   14,872          8,962             5,910              66

Total revenues                                409,268        367,585            41,683              11

OPERATING EXPENSES:
Costs of operations (exclusive of items
shown separately below)
Rental and management                          93,696         83,936             9,760              12
Network development services                   10,161          4,841             5,320             110
Depreciation, amortization and accretion      104,389        131,484           (27,095 )           (21 )
Selling, general, administrative and
development expense (including
stock-based compensation expense of
$13,249 and $15,266, respectively)             44,719         49,030            (4,311 )            (9 )
Impairments, net loss (gain) on sale of
long-lived assets                               1,936           (197 )           2,133              -

Total operating expenses                      254,901        269,094           (14,193 )            (5 )

OTHER INCOME (EXPENSE) AND OTHER ITEMS:
Interest income, TV Azteca, net                 3,586          3,584                 2              -
Interest income                                 1,017          2,345            (1,328 )           (57 )
Interest expense                              (63,546 )      (59,919 )           3,627               6
Loss on retirement of long-term
obligations                                      (959 )         (108 )             851             788
Other income                                    1,059          1,341              (282 )           (21 )
Income tax (provision) benefit                (34,918 )       14,483           (49,401 )          (341 )
Minority interest in net earnings of
subsidiaries                                      (95 )          (80 )              15              19
Income on equity method investments                 5              2                 3             150

Income from continuing operations              60,516         60,139               377               1
Loss from discontinued operations, net            (50 )         (511 )            (461 )           (90 )

Net income                                  $  60,466      $  59,628      $        838               1

Total Revenues

Total revenues for the three months ended September 30, 2008 were $409.3 million, an increase of $41.7 million from the three months ended September 30, 2007. Approximately $35.8 million of the increase was attributable to an increase in rental and management revenue, with the remaining portion of the increase attributable to network development services revenue.

Rental and Management Revenue

Rental and management revenue for the three months ended September 30, 2008 was $394.4 million, an increase of $35.8 million from the three months ended September 30, 2007. Approximately $28.6 million of the increase resulted from incremental revenue generated by communications sites that existed during the entire period between July 1, 2007 and September 30, 2008, which reflects revenue increases from adding new tenants to those sites, existing tenants adding more equipment to those sites, contractual escalators, net of straight-line accounting treatment and favorable foreign currency exchange rates, partially offset by a $4.3 million decrease in revenue resulting from a non-recurring positive revenue adjustment that was recorded during the three months ended September 30, 2007 related to a utility reimbursement agreement that was reached with a U.S. customer. The net effect of straight-line revenue for the three months ended September 30, 2008 was a $3.7 million decrease from the prior year period. Approximately $7.2 million of the increase resulted from approximately 920 communications sites acquired and/or constructed subsequent to July 1, 2007. We believe that our rental and management revenue will grow as we continue to utilize existing site capacity. We anticipate that the majority of our new leasing activity will continue to come from wireless service providers.

Network Development Services Revenue

Network development services revenue for the three months ended September 30, 2008 was $14.9 million, an increase of $5.9 million from the three months ended September 30, 2007. This increase was primarily attributable to revenues generated from our site acquisition, zoning and permitting services. As we continue to focus on and grow our site leasing business, we anticipate that our network development services revenue will continue to represent a small percentage of our total revenues.

Total Operating Expenses

Total operating expenses for the three months ended September 30, 2008 were $254.9 million, a decrease of approximately $14.2 million from the three months ended September 30, 2007. The decrease was primarily attributable to a decrease in depreciation, amortization and accretion expense of $27.1 million and a decrease in selling, general, administrative and development expense of $4.3 million. These decreases were partially offset by increases in expenses within our rental and management segment of $9.8 million and network development services segment of $5.3 million and an increase in impairments, net loss on sale of long-lived assets of $2.1 million.

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

Rental and management expense for the three months ended September 30, 2008 was $93.7 million, an increase of $9.8 million from the three months ended September 30, 2007. The increase was the result of an approximately $6.9 million increase in expenses attributable to communications sites which existed during the period between July 1, 2007 and September 30, 2008 and a $2.9 million increase in expenses related to approximately 920 sites acquired and/or constructed subsequent to July 1, 2007. The $6.9 million increase in expenses for the communications sites that existed during the period between July 1, 2007 and September 30, 2008, was primarily as a result of a $2.9 million expense accrual reduction that was recorded during the three months ended September 30, 2007, related to the utility reimbursement agreement described above, with the balance attributable to land rent increases and the appreciation of the Mexican Peso and Brazilian Real against the U.S. Dollar.

Rental and management segment gross margin for the three months ended September 30, 2008 was $304.3 million, an increase of $26.0 million from the three months ended September 30, 2007. The increase primarily resulted from additional rental and management revenue described above.

Rental and management segment operating profit for the three months ended September 30, 2008 was $286.8 million, an increase of $24.4 million from the three months ended September 30, 2007. This was comprised of the $26.0 million increase in rental and management segment gross margin described above, partially offset by an increase of approximately $1.6 million in selling, general, administrative and development expenses related to the rental and management segment.

Network Development Services Expense

Network development services expense for the three months ended September 30, 2008 was $10.2 million, an increase of $5.3 million from the three months ended September 30, 2007. The increase correlates to the growth in services performed as noted above.

Depreciation, Amortization and Accretion

Depreciation, amortization and accretion for the three months ended September 30, 2008 was $104.4 million, a decrease of $27.1 million from the three months ended September 30, 2007. The decrease was primarily due to our revision of the estimated useful lives of our towers and certain related intangible assets from our historical estimate of 15 years to a revised estimate of 20 years. This change was based on a review that we completed in the first quarter of 2008, the effect of which was accounted for prospectively effective January 1, 2008. We expect the change in estimate to result in a decrease of approximately $121.8 million in depreciation and amortization expense for the year ended December 31, 2008 as compared to the year ended December 31, 2007.

Selling, General, Administrative and Development Expense

Selling, general, administrative and development expense for the three months ended September 30, 2008 was $44.7 million, a decrease of $4.3 million from the three months ended September 30, 2007. The decrease was primarily attributable to a decrease of approximately $6.2 million in costs associated with the review of our stock option granting practices and related legal and governmental proceedings, partially offset by an increase in expenses related to international business development.

Interest Expense

Interest expense for the three months ended September 30, 2008 was $63.5 million, an increase of $3.6 million from the three months ended September 30, 2007. The increase was primarily attributable to an increase in average outstanding debt of approximately $457.2 million and an increase in the average borrowing rate.

Loss on Retirement of Long-Term Obligations

Loss on retirement of long-term obligations for the three months ended September 30, 2008 was $1.0 million, an increase of $0.9 million from the three months ended September 30, 2007.

In connection with the conversion of $35.7 million principal amount of our 3.00% convertible notes due August 15, 2012 ("3.00% Notes") into shares of our Class A common stock ("Common Stock"), we paid such holders an aggregate of approximately $1.0 million. This amount was included in accounts payable and accrued expenses as of September 30, 2008. As a result, we recorded a charge of $1.0 million related to the amounts paid in excess of carrying value.

Other Income

Other income for the three months ended September 30, 2008 was $1.1 million, as compared to other income of $1.3 million for the three months ended September 30, 2007. Other income for the three months ended September 30, 2008 consisted primarily of foreign currency gains of approximately $1.1 million. Other income for the three months ended September 30, 2007 consisted primarily of gains of approximately $1.0 million from the sale of available-for-sale securities.

Income Tax (Provision) Benefit

The income tax provision for the three months ended September 30, 2008 was $34.9 million, as compared to a benefit of $14.5 million for the three months ended September 30, 2007. The effective tax rate was 36.6% for the three months ended September 30, 2008, as compared to an effective tax rate of 31.7% for the three months ended September 30, 2007.

The effective tax rates on income from continuing operations for the three months ended September 30, 2008 and September 30, 2007 differ from the federal statutory rate due primarily to adjustments for foreign items, non-deductible stock-based compensation expense, tax reserves and state taxes.

Loss from Discontinued Operations, Net

Loss from discontinued operations, net for the three months ended September 30, 2008 was $0.1 million, as compared to a loss from discontinued operations of $0.5 million for the three months ended September 30, 2007, representing a decrease of approximately $0.4 million from the prior year period. The decrease is primarily attributable to a decrease in legal expenses related to our discontinued operations.

Nine Months Ended September 30, 2008 and 2007 (dollars in thousands)




                                              Nine Months Ended             Amount of         Percent
                                                September 30,                Increase         Increase
                                            2008             2007           (Decrease)       (Decrease)
REVENUES:
Rental and management                    $ 1,152,722      $ 1,055,427      $     97,295               9 %
Network development services                  32,458           23,055             9,403              41

Total revenues                             1,185,180        1,078,482           106,698              10

OPERATING EXPENSES:
Costs of operations (exclusive of
items shown separately below)
Rental and management                        272,579          253,607            18,972               7
Network development services                  18,710           12,495             6,215              50
Depreciation, amortization and
accretion                                    301,158          393,315           (92,157 )           (23 )
Selling, general, administrative and
development expense (including
stock-based compensation expense of
$43,111 and $43,480, respectively)           135,412          139,736            (4,324 )            (3 )
Impairments, net loss on sale of
long-lived assets                              3,308            1,432             1,876             131

Total operating expenses                     731,167          800,585           (69,418 )            (9 )

OTHER INCOME (EXPENSE) AND OTHER
ITEMS:
Interest income, TV Azteca, net               10,711           10,666                45              -
Interest income                                2,959            9,186            (6,227 )           (68 )
Interest expense                            (191,568 )       (171,577 )          19,991              12
Loss on retirement of long-term
obligations                                   (1,195 )        (33,168 )         (31,973 )           (96 )
Other (expense) income                        (1,045 )         18,213           (19,258 )          (106 )
Income tax provision                        (120,254 )        (17,714 )         102,540             579
Minority interest in net earnings of
subsidiaries                                    (266 )           (264 )               2               1
Income on equity method investments               18               10                 8              80

Income from continuing operations            153,373           93,249            60,124              64
Income (loss) from discontinued
operations, net                              108,034          (31,384 )         139,418             444

Net income                               $   261,407      $    61,865      $    199,542             323

Total Revenues

Total revenues for the nine months ended September 30, 2008 were $1,185.2 million, an increase of $106.7 million from the nine months ended September 30, 2007. Approximately $97.3 million of the increase was attributable to an increase in rental and management revenue, with the remaining portion of the increase attributable to network development services revenue.

Rental and Management Revenue

Rental and management revenue for the nine months ended September 30, 2008 was $1,152.7 million, an increase of $97.3 million from the nine months ended September 30, 2007. Approximately $79.0 million of the increase resulted from incremental revenue generated by communications sites that existed during the entire period between January 1, 2007 and September 30, 2008, which reflects revenue increases from adding new tenants to those sites, existing tenants adding more equipment to those sites, contractual escalators, net of straight-line accounting treatment and favorable foreign currency exchange rates, offset by a $4.3 million decrease in revenue resulting from a non-recurring positive revenue adjustment that was recorded during the three months ended September 30, 2007 related to a utility reimbursement agreements that was reached with a

U.S. customer. The net effect of straight-line revenue for the nine months ended September 30, 2008 was a $13.2 million decrease from the prior year period. Approximately $18.3 million of the increase resulted from approximately 1,030 communications sites acquired and/or constructed subsequent to January 1, 2007. We believe that our rental and management revenue will grow as we continue to utilize existing site capacity. We anticipate that the majority of our new leasing activity will continue to come from wireless service providers.

Network Development Services Revenue

Network development services revenue for the nine months ended September 30, 2008 was $32.5 million, an increase of $9.4 million from the nine months ended September 30, 2007. This increase was primarily attributable to revenues generated from our site acquisition, zoning and permitting services. As we continue to focus on and grow our site leasing business, we anticipate that our network development services revenue will continue to represent a small percentage of our total revenues.

Total Operating Expenses

Total operating expenses for the nine months ended September 30, 2008 were $731.2 million, a decrease of $69.4 million from the nine months ended September 30, 2007. The decrease was primarily attributable to a decrease in depreciation, amortization and accretion expense of $92.2 million and a decrease in selling, general, administrative and development expense of $4.3 million. These decreases were offset by an increase in expenses within our rental and management segment of $19.0 million, an increase in expenses within our network development services segment of $6.2 million and an increase in impairments, net loss on sale of long-lived assets of $1.9 million.

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

Rental and management expense for the nine months ended September 30, 2008 was $272.6 million, an increase of $19.0 million from the nine months ended September 30, 2007. The increase was the result of an approximately $12.4 million increase in expenses attributable to communications sites which existed during the period between January 1, 2007 and September 30, 2008, and approximately $6.6 million of the increase related to the approximately 1,030 sites acquired and/or constructed subsequent to January 1, 2007. The $12.4 million increase in expenses for the communications sites that existed during the period between July 1, 2007 and September 30, 2008, was primarily as a result of land rent increases, the appreciation of the Mexican Peso and Brazilian Real against the U.S. Dollar, and a $2.9 million expense accrual reduction that was recorded during the nine months ended September 30, 2007, related to the utility reimbursement described above.

Rental and management segment gross margin for the nine months ended September 30, 2008 was $890.9 million, an increase of $78.4 million from the nine months ended September 30, 2007. The majority of the increase resulted from the additional rental and management revenue described above.

Rental and management segment operating profit for the nine months ended September 30, 2008 was $840.9 million, an increase of $77.2 million from the nine months ended September 30, 2007. This was comprised of the $78.4 million increase in rental and management segment gross margin described above, and an increase of $1.1 million in selling, general, administrative and development expenses related to the rental and management segment.

Network Development Services Expense

Network development services expense for the nine months ended September 30, 2008 was $18.7 million, an increase of $6.2 million from the nine months ended September 30, 2007. The majority of the increase correlates to the growth in services performed as noted above.

Depreciation, Amortization and Accretion

Depreciation, amortization and accretion expense for the nine months ended September 30, 2008 was $301.2 million, a decrease of $92.2 million from the nine months ended September 30, 2007. The decrease was primarily due to our revision of the estimated useful lives of our towers and certain related intangible assets from our historical estimate of 15 years to a revised estimate of 20 years. This change was based on a review that we completed in the first quarter of 2008, the effect of which was accounted for prospectively effective January 1, 2008. We expect the change in estimate to result in a decrease of approximately $121.8 million in depreciation and amortization expense for the year ended December 31, 2008 as compared to the year ended December 31, 2007.

Selling, General, Administrative and Development Expense

Selling, general, administrative and development expense for the nine months ended September 30, 2008 was $135.4 million, a decrease of $4.3 million from the nine months ended September 30, 2007. The decrease was primarily attributable to a decrease of approximately $9.5 million in costs associated with the review of our stock option granting practices and related legal and governmental proceedings. These decreases were partially offset by increases in information technology spending and in expenses related to international business development.

Interest Expense

Interest expense for the nine months ended September 30, 2008 was $191.6 million, an increase of $20.0 million from the nine months ended September 30, 2007. The increase was primarily attributable to an increase in average . . .