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 ("GAAP"). The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ significantly from these estimates under different assumptions or conditions. This discussion should be read in conjunction with our condensed consolidated financial statements herein and the accompanying notes thereto, information set forth under the caption "Critical Accounting Policies and Estimates" beginning on page 45 of our Annual Report on Form 10-K for the year ended December 31, 2008, 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 23,900 communications sites, including wireless communications towers, broadcast communications towers and distributed antenna system ("DAS") networks. 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 March 31, 2009, approximately 19,600 sites in the United States and approximately 4,200 in Mexico, Brazil and India. Our portfolio also includes approximately 170 DAS networks that we operate in malls, casinos and other in-building applications in the United States and Mexico. In addition to the communications sites in our portfolio, we manage rooftop and tower sites for property owners 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 97% of our total revenues for the three months ended March 31, 2009.

Our communications site portfolio provides us with growth potential because we have the ability to add new tenants, and new equipment for existing tenants, on our sites. Our broad site portfolio and our large customer base provide us with a diverse source of new business opportunities, which has historically resulted in consistent and predictable revenue growth. Through our network development services segment, we also offer tower-related services in the United States, including site acquisition, zoning and permitting services and structural analysis services, which directly support our site leasing business and 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 other operating expenses. 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 11 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 income (expense), income attributable to noncontrolling interest, income on equity method investments, income taxes and discontinued operations.

Results of Operations

Three Months Ended March 31, 2009 and 2008 (dollars in thousands)




                                               Three Months Ended          Amount of         Percent
                                                   March 31,                Increase         Increase
                                              2009           2008          (Decrease)       (Decrease)
REVENUES:
Rental and management                       $ 395,947      $ 373,983      $     21,964               6 %
Network development services                   12,731          8,201             4,530              55

Total revenues                                408,678        382,184            26,494               7

OPERATING EXPENSES:
Costs of operations (exclusive of items
shown separately below)
Rental and management                          90,090         86,931             3,159               4
Network development services                    7,615          3,627             3,988             110
Depreciation, amortization and accretion       99,868         97,072             2,796               3
Selling, general, administrative and
development expense (including
stock-based compensation expense of
$24,338 and $16,264, respectively)             57,631         48,909             8,722              18
Other operating expenses                        3,189            789             2,400             304

Total operating expenses                      258,393        237,328            21,065               9

OTHER INCOME (EXPENSE) AND OTHER ITEMS:
Interest income, TV Azteca, net                 3,499          3,541               (42 )            (1 )
Interest income                                   499            963              (464 )           (48 )
Interest expense                              (61,568 )      (65,514 )          (3,946 )            (6 )
Loss on retirement of long-term
obligations                                        -             (25 )             (25 )          (100 )
Other income (expense)                             71           (778 )             849             109
Income tax provision                          (37,107 )      (40,801 )          (3,694 )            (9 )
Income on equity method investments                10              5                 5             100

Income from continuing operations              55,689         42,247            13,442              32
Income (loss) from discontinued
operations, net                                 3,070            (19 )           3,089              -

Net income                                     58,759         42,228            16,531              39
Net income attributable to
noncontrolling interest                          (158 )          (73 )              85             116

Net income attributable to American
Tower Corporation                           $  58,601      $  42,155            16,446              39 %

Total Revenues

Total revenues for the three months ended March 31, 2009 were $408.7 million, an increase of $26.5 million from the three months ended March 31, 2008. Approximately $22.0 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 March 31, 2009 was $395.9 million, an increase of $22.0 million from the three months ended March 31, 2008. Approximately $16.0 million of the increase resulted from incremental revenue generated by communications sites that existed during the entire period between January 1, 2008 and March 31, 2009, which reflects revenue increases from adding new tenants to those sites, existing tenants adding more equipment to those sites, contractual escalators, net of the impact of straight-line lease accounting, partially offset by unfavorable foreign currency exchange rates. Approximately $6.0 million of the increase resulted from approximately 1,200 communications sites acquired and/or constructed subsequent to January 1, 2008. 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 March 31, 2009 was $12.7 million, an increase of $4.5 million from the three months ended March 31, 2008. 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 rental and management 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 March 31, 2009 were $258.4 million, an increase of approximately $21.1 million from the three months ended March 31, 2008. The increase was primarily attributable to an increase in selling, general, administrative and development expense of $8.7 million, increases in expenses within our rental and management segment of $3.2 million and network development services segment of $4.0 million. The increases in depreciation, amortization and accretion expenses of $2.8 million and in other operating expenses of $2.4 million also contributed to the increase in total operating expenses.

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

Rental and management expense for the three months ended March 31, 2009 was $90.1 million, an increase of $3.2 million from the three months ended March 31, 2008. The increase was the result of an approximately $0.8 million increase in expenses attributable to communications sites which existed during the period between January 1, 2008 and March 31, 2009 and a $2.4 million increase in expenses related to approximately 1,200 sites acquired and/or constructed subsequent to January 1, 2008. The $0.8 million increase in expenses for the communications sites that existed during the period between January 1, 2008 and March 31, 2009, was primarily as a result of land rent increases offset by the depreciation of the Mexican Peso and Brazilian Real against the U.S. Dollar.

Rental and management segment gross margin for the three months ended March 31, 2009 was $309.4 million, an increase of $18.8 million from the three months ended March 31, 2008. The increase primarily resulted from additional rental and management revenue described above.

Rental and management segment operating profit for the three months ended March 31, 2009 was $291.7 million, an increase of $17.5 million from the three months ended March 31, 2008. This was comprised of the $18.8 million increase in rental and management segment gross margin described above, partially offset by an increase of approximately $1.3 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 March 31, 2009 was $7.6 million, an increase of $4.0 million from the three months ended March 31, 2008. 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 March 31, 2009 was $99.9 million, an increase of $2.8 million from the three months ended March 31, 2008. This increase was primarily attributable to an increase in property and equipment of approximately $221.5 million from March 31, 2008 to March 31, 2009.

Selling, General, Administrative and Development Expense

Selling, general, administrative and development expense for the three months ended March 31, 2009 was $57.6 million, an increase of $8.7 million from the three months ended March 31, 2008. The increase was primarily attributable to an increase of approximately $8.1 million in stock based compensation expense which was principally driven by the additional expense recognized upon the modification of certain stock option awards for one member of senior management who terminated his employment agreement during the three months ended March 31, 2009.

Other Operating Expenses

Other operating expenses for the three months ended March 31, 2009 was $3.2 million, an increase of $2.4 million from the three months ended March 31, 2008. The increase was primarily attributable to approximately $2.2 million in acquisition related costs which have been expensed due to the adoption of Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards ("SFAS") No. 141 (revised 2007), "Business Combinations" ("SFAS No. 141R") on January 1, 2009. Approximately $1.2 million of these costs are related to the expensing of amounts which had been recorded as other long-term assets at December 31, 2008 for pending acquisitions and the remaining $1.0 million relates to additional acquisition related costs incurred during the three months ended March 31, 2009.

Interest Expense

Interest expense for the three months ended March 31, 2009 was $61.6 million, a decrease of $3.9 million from the three months ended March 31, 2008. The decrease was primarily attributable to a decrease in average outstanding debt of approximately $69.6 million coupled with a decrease in the average borrowing rate.

Income Tax Provision

The income tax provision for the three months ended March 31, 2009 was $37.1 million, a decrease of $3.7 million from the three months ended March 31, 2008. The effective tax rate was 40.0% for the three months ended March 31, 2009, as compared to an effective tax rate of 49.1% for the three months ended March 31, 2008. The reduction in the effective tax rate for the three months ended March 31, 2009 as compared to the three months ended March 31, 2008 is primarily due to the impact of foreign currency fluctuations on certain tax items and a decrease in certain tax reserves.

The effective tax rates on income from continuing operations for the three months ended March 31, 2009 and March 31, 2008 differ from the federal statutory rate due primarily to adjustments for foreign items, non-deductible stock-based compensation expense, tax reserves and state taxes.

Income (loss) from Discontinued Operations, Net

Income from discontinued operations, net for the three months ended March 31, 2009 was $3.1 million, as compared to a loss from discontinued operations, net of less than $0.1 million for the three months ended March 31, 2008. The increase is primarily attributable to an insurance reimbursement received during the three months ended March 31, 2009 for approximately $5.0 million related to the Verestar, Inc. bankruptcy settlement.

Liquidity and Capital Resources

The information in this section updates as of March 31, 2009 the "Liquidity and Capital Resources" section of our Annual Report on Form 10-K for the year ended December 31, 2008 and should be read in conjunction with that report.

Overview

As a holding company, our cash flows are derived primarily from the operations of and distributions from our operating subsidiaries or funds raised through borrowings under our credit facilities and debt and equity offerings. As of March 31, 2009, we had approximately $798.3 million of total liquidity, comprised of approximately $303.0 million in cash and cash equivalents and the ability to borrow approximately $495.2 million under our $1.25 billion senior unsecured revolving credit facility ("Revolving Credit Facility"). In March 2008, we increased our borrowing capacity under the Revolving Credit Facility by adding $325.0 million of term loan commitments ("Term Loan"), and as of March 31, 2009, the Term Loan was fully drawn. As of March 31, 2009, our cash and cash equivalents increased by $181.4 million as compared to March 31, 2008. Summary cash flow information for the three months ended March 31, 2009 and 2008 is set forth below.

                                                         Three Months Ended March 31,
                                                         2009                     2008
Net cash provided by (used for):
Operating activities                                $      205,738           $      182,382
Investing activities                                       (48,508 )                (68,731 )
Financing activities                                         2,983                  (25,141 )
Net effect of changes in exchange rates on cash
and cash equivalents                                          (252 )                     -

Net increase in cash and cash equivalents           $      159,961           $       88,510

We use our cash flows to fund our operations and investments in our business, including tower maintenance and improvements, tower construction and DAS network installations, and tower and land acquisitions. We also use our cash flows to fund refinancings and repurchases of our outstanding indebtedness, as well as our stock repurchase programs.

As of March 31, 2009, we had total outstanding indebtedness of approximately $4.3 billion. During the three months ended March 31, 2009 and the year ended December 31, 2008, we generated sufficient cash flow from operations to fund our capital expenditures and cash interest obligations. We believe the cash generated by operations during the next twelve months will be sufficient to fund our capital expenditures and our cash debt service (interest and principal repayments) obligations for the next twelve months. During 2009, if the financial and credit markets improve, we expect that we may opportunistically raise additional capital to fund stock repurchases, repurchase existing debt and for other general corporate purposes.

Cash Flows from Operating Activities

For the three months ended March 31, 2009, cash provided by operating activities was $205.7 million, an increase of approximately $23.4 million as compared to the year ended March 31, 2008. This increase was primarily attributable to an increase in income from continuing operations of $13.4 million resulting from continued growth in our rental and management segment, and an increase in stock based compensation of $8.1 million resulting primarily from the modification of certain stock option awards for one member of senior management.

Each of our rental and management and network development services segments are expected to generate cash flows from operations during 2009 in excess of their cash needs for operating expenses and capital expenditures for tower construction, improvements and acquisitions.

Cash Flows from Investing Activities

For the three months ended March 31, 2009, cash used for investing activities was $48.5 million, a decrease of approximately $20.2 million as compared to the three months ended March 31, 2008. This decrease was primarily attributable to decreased spending on the acquisition of towers, partially offset by an increase in spending on the purchase of property and equipment and construction activities.

During the three months ended March 31, 2009, payments for purchases of property and equipment and construction activities totaled $49.6 million, including $16.5 million of capital expenditures related to the maintenance, improvement and augmentation of our existing communications sites, $23.3 million spent in connection with the construction of 194 communication tower sites and the installation of six in-building DAS networks, $9.0 million spent to acquire land under our towers that was subject to ground agreements (including leases), and $0.8 million spent on information technology improvements. In addition, during the three months ended March 31, 2009, we spent $1.1 million to acquire four communication tower sites.

We plan to continue to allocate our available capital among investment alternatives that meet our return on investment criteria. Accordingly, we may continue to acquire communications sites, acquire land under our towers, build or install new communications sites and redevelop or improve existing communications sites when the expected returns on such investments meet our return on investment criteria. We expect that our 2009 total capital expenditures will be between approximately $200.0 million and $230.0 million, including $45.0 million for capital improvements and corporate expenditures, between $30.0 million and $35.0 million for the redevelopment of existing communications sites, between $25.0 million and $30.0 million of ground lease purchases and between $100.0 million and $120.0 million for the construction of approximately 700 to 900 new communications sites, including towers and DAS networks, and for the installation of shared back-up power generators at certain of our tower sites.

Cash Flows from Financing Activities

For the three months ended March 31, 2009, cash provided by financing activities was $3.0 million, as compared to cash used for financing activities of $25.1 million during the three months ended March 31, 2008. The $3.0 million of cash provided by financing activities during the three months ended March 31, 2009 primarily related to proceeds received from the sale of equity securities of $8.9 million, partially offset by approximately $4.7 million of payments for the repurchases of Class A common stock ("Common Stock"), which consisted of approximately $1.8 million of purchases of Common Stock and $2.5 million of amounts surrendered in connection with the vesting of restricted stock units, and $1.2 million of repayments of notes payable and capital leases. The $25.1 million of cash used for financing activities during the three months ended March 31, 2008 primarily related to the repayment of notes payable, credit facilities and capital leases of $325.6 million and payments for the repurchases of our Common Stock of $182.8 million, partially offset by $475.0 million of borrowings under the Revolving Credit Facility and Term Loan.

Revolving Credit Facility. As of March 31, 2009, we had $750.0 million outstanding and the ability to borrow approximately $495.2 million under the Revolving Credit Facility. We continue to maintain the ability to draw down and repay amounts under the Revolving Credit Facility in the ordinary course.

The Borrower under the Revolving Credit Facility is American Tower Corporation. The Revolving Credit Facility has a term of five years and matures on June 8, 2012. Any outstanding principal and accrued but unpaid interest will be due and payable in full at maturity. The Revolving Credit Facility does not require amortization of principal and may be paid prior to maturity in whole or in part at our option without penalty or premium. The Revolving Credit Facility allows us to use borrowings for working capital needs and other general corporate purposes of us and our subsidiaries (including, without limitation, to refinance or repurchase other indebtedness and, provided certain conditions are met, to repurchase our equity securities, in each case without additional lender approval).

Term Loan. On March 24, 2008, we entered into the $325.0 million Term Loan pursuant to the Revolving Credit Facility. At closing, we received net proceeds of approximately $321.7 million from the Term Loan, which, together with available cash, we used to repay $325.0 million of existing indebtedness under the Revolving Credit Facility. The Term Loan is governed by the terms of the loan agreement for the Revolving Credit Facility. Consistent with the terms of the Revolving Credit Facility, the borrower under the Term Loan is American Tower Corporation, and the maturity date for the Term Loan is June 8, 2012. Any outstanding principal and accrued but unpaid interest will be due and payable in full at maturity. The Term Loan does not require amortization of principal and may be paid prior to maturity in whole or in part at our option without penalty or premium.

Stock Repurchase Program. During the three months ended March 31, 2009, we repurchased an aggregate of approximately 0.1 million shares of our Common Stock for an aggregate of $1.8 million, including commissions and fees, pursuant to our $1.5 billion stock repurchase program approved by our Board of Directors in February 2008 ("2008 Buyback"). As of March 31, 2009, we had repurchased a total of 14.0 million shares of Common Stock for an aggregate of $535.2 billion, including commissions and fees, pursuant to the 2008 Buyback.

Under the 2008 Buyback, we are authorized to purchase shares from time to time through open market purchases or privately negotiated transactions at prevailing prices as permitted by securities laws and other legal requirements, and subject to market conditions and other factors. To facilitate repurchases, we purchase our Common Stock pursuant to trading plans under Rule 10b5-1 of the Exchange Act, which allow us to repurchase shares during periods when we otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods.

In the near term, we expect to fund any further repurchases of our Common Stock through a combination of cash on hand, cash generated by operations and borrowings under our Revolving Credit Facility. Purchases under the 2008 Buyback are subject to us having available cash to fund repurchases.

Sales of Equity Securities. We receive proceeds from sales of our equity securities pursuant to our employee stock purchase plan, upon exercise of stock options granted under our equity incentive plans and upon exercise of warrants . . .