We are a leading independent owner and operator of wireless communications towers. Our principal operations are in the United States, Puerto Rico and the U.S. Virgin Islands. Our primary business line is our site leasing business, which contributed 97.1% of our segment operating profit for the three months ended March 31, 2009. 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 March 31, 2009, we owned 7,884 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 5,000 actual or potential communications sites, approximately 550 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 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 7,884 towers in our portfolio, as of March 31, 2009, approximately 26.2% 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 total segment operating profit. As indicated in the table below, our site leasing business generated 85.5% and 81.3% of our total revenue during the three months ended March 31, 2009 and March 31, 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
                                                                       ended March 31,
                                                                    2009               2008
                                                                   (dollars in thousands)
Site leasing revenue                                           $       115,478       $  89,375
Total revenues                                                 $       135,050       $ 109,917
Percentage of total revenues                                              85.5 %          81.3 %

                                                                  Segment Operating Profit
                                                                    For the three months
                                                                       ended March 31,
                                                                    2009               2008
                                                                   (dollars in thousands)
Site leasing segment operating profit (1)                      $        87,913       $  67,328
Total segment operating profit (1)                             $        90,512       $  69,682
Site leasing segment operating profit percentage of total
segment operating profit (1)                                              97.1 %          96.6 %

(1) Site leasing segment operating profit and total segment operating profit are non-GAAP financial measures. We reconcile these measures and provide other Regulation G disclosures later 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, 2008 to March 31, 2009:

                                                  Number of Towers
              Towers owned at December 31, 2008              7,854
              Purchased towers                                   7
              Constructed towers                                25
              Towers reclassified/disposed (1)                  (2 )
              Towers owned at March 31, 2009                 7,884

(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 months ended March 31, 2009 and 2008. 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 Revenues
                                            For the three months ended
                                                     March 31,
                                              2009               2008
           Site development consulting            3.1 %              4.5 %
           Site development construction         11.4 %             14.2 %

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, 2008, included in the Form 10-K filed with the Securities and Exchange Commission on February 27, 2009. 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.

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

We evaluate the potential impairment of individual long-lived assets, principally the tower sites, on an annual basis or when an indicator of impairment exists. 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.

RESTATEMENT FOR ADOPTION OF NEW ACCOUNTING PRONOUNCEMENT

Effective January 1, 2009, we adopted FASB Staff Position ("FSP") Accounting Principles Board ("APB") 14-1, "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)" ("FSP APB 14-1"). FSP APB 14-1 requires the issuer of certain convertible debt instruments that may be settled in cash (including partial cash settlement) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer's non-convertible debt borrowing rate. Our 0.375% Convertible Senior Notes due 2010 and 1.875% Convertible Senior Notes due 2013 are subject to FSP APB 14-1. FSP APB 14-1 requires companies to retroactively apply the requirements of the pronouncement to all periods presented. In accordance with FSP APB 14-1, we recorded a debt discount and corresponding increase to additional paid in capital of approximately $74.4 million for the 0.375% Notes and approximately $163.0 million for the 1.875% Notes as of their date of issuance (March 26, 2007 for the 0.375% Notes and May 16, 2008 for the 1.875% Notes). Our consolidated balance sheet as of December 31, 2008 has been retroactively adjusted to reduce the carrying value of the 0.375% Notes and 1.875% Notes and reflect the conversion option in equity. In addition, we have reclassified, as a reduction to equity, deferred financing fees of $1.8 million and $3.8 million for the 0.375% Notes and 1.875% Notes, respectively, related to debt issuance costs of the equity component of the convertible debt. Our consolidated statement of operations and consolidated statement of cash flows for the three months ended March 31, 2008 have been retroactively adjusted to reflect the non-cash interest expense related to the accretion of the reduced carrying value of the convertible notes back to its full principal balance over the term of the convertible notes. In addition, the amortization of deferred financing fees has been restated to reflect the amortization of the deferred financing fees related only to the liability component of the convertible debt. See Note 9 to the consolidated financial statements for a summary of the effects on our consolidated statement of operations for the three months ended March 31, 2008 and consolidated balance sheet as of December 31, 2008. The accompanying Management's Discussion and Analysis reflects the changes due to the implementation of FSP APB 14-1.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008

Revenues:



                                          For the three months ended March 31,
                                               Percentage                  Percentage       Dollar      Percentage
                                     2009      of Revenues       2008      of Revenues      Change        Change
                                                      (in thousands, except for percentages)
Site leasing                       $ 115,478          85.5 %   $  89,375          81.3 %   $ 26,103           29.2  %
Site development consulting            4,172           3.1 %       4,985           4.5 %       (813 )        (16.3 )%
Site development construction         15,400          11.4 %      15,557          14.2 %       (157 )         (1.0 )%

Total revenues                     $ 135,050         100.0 %   $ 109,917         100.0 %   $ 25,133           22.9  %

Site leasing revenues increased $26.1 million during the first quarter of 2009 as compared to the same period in the prior year 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 in the 2008 acquisitions of TowerCo, Optasite and Light Tower and the other towers that we acquired or constructed subsequent to March 31, 2008. As of March 31, 2009, we had 19,447 tenants as compared to 15,726 tenants at March 31, 2008. 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.

Site development consulting and construction revenues decreased $1.0 million during the first quarter of 2009 as compared to the same period in the prior year primarily due to the wind-down or completion of certain of our prior contracts with a single services customer, offset slightly by an increase in new contracts.

Operating Expenses:



                                                   For the three months
                                                     ended March 31,
                                                                              Dollar       Percentage
                                                     2009          2008       Change         Change
                                                        (in thousands, except for percentages)
Cost of revenues (exclusive of depreciation,
accretion and amortization):
Site leasing                                     $     27,565    $ 22,047    $  5,518            25.0  %
Site development consulting                             3,023       4,192      (1,169 )         (27.9 )%
Site development construction                          13,950      13,996         (46 )          (0.3 )%
Selling, general and administrative                    12,075      10,491       1,584            15.1  %
Acquisition related expenses                              434          -          434           100.0  %
Depreciation, accretion and amortization               63,653      47,353      16,300            34.4  %

Total operating expenses                         $    120,700    $ 98,079    $ 22,621            23.1  %

Site leasing cost of revenues increased $5.5 million during the first quarter of 2009 as compared to the same period in the prior year primarily as a result of the growth in the number of towers owned by us, which was 7,884 at March 31, 2009 up from 6,325 at March 31, 2008 offset by the positive impact of our ground lease purchase program.

Site development cost of revenues decreased $1.2 million during the first quarter of 2009 as compared to the same period in the prior year primarily due to the wind-down or completion of certain of our prior consulting contracts from a single services customer, offset slightly by an increase in new contracts.

Selling, general and administrative expenses increased $1.6 million during the first quarter of 2009 as compared to the same period in the prior year primarily as a result of an increase in salaries, benefits and other employee related expenses resulting primarily from a higher number of employees. Selling, general and administrative expenses for the three months ended March 31, 2008, also included a one-time benefit of $0.9 million associated with the reduction of accruals that were originally recorded at estimated amounts.

Acquisition related expenses of $0.4 million are acquisition related costs the nature of which were capitalized in the first quarter of 2008, but pursuant to the Company's adoption of Statement of Financial Accounting Standards 141(R) on January 1, 2009, are required to be expensed and included within operating expenses.

Depreciation, accretion and amortization expense increased $16.3 million to $63.7 million for the three months ended March 31, 2009 from $ 47.4 million for the three months ended March 31, 2008 due to an increase in the number of towers and associated intangible assets owned at March 31, 2009 compared to those owned at March 31, 2008.

Operating Income:

Operating income was $14.4 million for the three months ended March 31, 2009 as compared to $11.8 million for the three months ended March 31, 2008. The increase of $2.6 million was 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.

Segment Operating Profit:



                                      For the three months
                                        ended March 31,
                                                                Dollar      Percentage
                                       2009          2008       Change        Change
                                         (in thousands)
    Segment operating profit:
    Site leasing                    $    87,913    $  67,328   $ 20,585           30.6 %
    Site development consulting           1,149          793        356           44.9 %
    Site development construction         1,450        1,561       (111 )         (7.1 )%

    Total                           $    90,512    $  69,682   $ 20,830           29.9 %

The increase in site leasing segment operating profit related primarily to additional revenue generated by the number of towers acquired and constructed after March 31, 2008, additional revenue from the increased number of tenants and tenant equipment on our sites in the first quarter of 2009 compared to the first quarter of 2008, control of our site leasing cost of revenue and the positive impact of our ground lease purchase program. We reconcile segment operating profit and provide other Regulation G disclosures later in this quarterly report in the section entitled "Non-GAAP Financial Measures."

Other Income (Expense):



                                                   For the three months
                                                      ended March 31,
. . .