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 follow 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 39 and 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 approximately 26,400 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 September 30, 2009, approximately 19,800 sites in the United States and approximately 6,400 sites in Mexico, Brazil and India. Our portfolio also includes approximately 200 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 and nine months ended September 30, 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 offer tower-related services in the United States, including site acquisition, zoning, permitting and installation 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 and markets 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 12 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 September 30, 2009 and 2008 (dollars in thousands)




                                             Three Months Ended             Amount of           Percent
                                               September 30,                 Increase           Increase
                                           2009             2008            (Decrease)         (Decrease)
REVENUES:
Rental and management                    $ 430,525        $ 394,396        $     36,129                 9 %
Network development services                13,580           14,872              (1,292 )              (9 )

Total revenues                             444,105          409,268              34,837                 9

OPERATING EXPENSES:
Costs of operations (exclusive of
items shown separately below)
Rental and management                      101,128           93,696               7,432                 8
Network development services                 7,466           10,161              (2,695 )             (27 )
Depreciation, amortization and
accretion                                  105,543          104,389               1,154                 1
Selling, general, administrative and
development expense (including
stock-based compensation expense of
$12,950 and $13,249, respectively)          47,865           44,719               3,146                 7
Other operating expenses                     3,026            1,936               1,090                56

Total operating expenses                   265,028          254,901              10,127                 4

OTHER INCOME (EXPENSE) AND OTHER
ITEMS:
Interest income, TV Azteca, net              3,585            3,586                  (1 )              -
Interest income                                736            1,017                (281 )             (28 )
Interest expense                           (64,122 )        (63,546 )               576                 1
Loss on retirement of long-term
obligations                                   (391 )           (959 )              (568 )             (59 )
Other income                                    42            1,059              (1,017 )             (96 )
Income tax provision                       (51,348 )        (34,918 )            16,430                47
Income on equity method investments              3                5                  (2 )             (40 )

Income from continuing operations           67,582           60,611               6,971                12
Loss from discontinued operations,
net                                             (4 )            (50 )               (46 )             (92 )

Net income                                  67,578           60,561               7,017                12
Net income attributable to
noncontrolling interest                       (223 )            (95 )               128               135

Net income attributable to American
Tower Corporation                        $  67,355        $  60,466        $      6,889                11 %

Total Revenues

Total revenues for the three months ended September 30, 2009 were $444.1 million, an increase of $34.8 million from the three months ended September 30, 2008. Approximately $36.1 million of the increase was attributable to an increase in rental and management revenue, partially offset by a decrease of approximately $1.3 million in network development services revenue.

Rental and Management Revenue

Rental and management revenue for the three months ended September 30, 2009 was $430.5 million, an increase of $36.1 million from the three months ended September 30, 2008. Approximately $20.4 million of the increase resulted from incremental revenue generated by communications sites that existed in our portfolio during the entire period between July 1, 2008 and September 30, 2009, which reflects revenue increases from adding new tenants to those sites, existing tenants adding more equipment to those sites and contractual escalators, and $6.7 million of one-time revenue related to a termination agreement with one of our broadcast customers, partially offset by unfavorable foreign currency exchange rates and the impact of straight-line lease accounting. Approximately $15.7 million of the increase resulted from approximately 3,270 communications sites acquired and/or constructed subsequent to July 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 be generated from wireless service providers.

Network Development Services Revenue

Network development services revenue for the three months ended September 30, 2009 was $13.6 million, a decrease of $1.3 million from the three months ended September 30, 2008. This decrease was primarily attributable to a decrease in the revenues generated from our site acquisition, zoning, permitting and installation services. As we continue to give primary 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 September 30, 2009 were $265.0 million, an increase of $10.1 million from the three months ended September 30, 2008. The increase was primarily attributable to an increase in selling, general, administrative and development expense of $3.1 million, an increase in expenses within our rental and management segment of $7.4 million, an increase in depreciation, amortization and accretion expenses of $1.2 million and an increase in other operating expenses of $1.1 million, partially offset by a decrease in expenses within our network development services segment of $2.7 million.

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

Rental and management expense for the three months ended September 30, 2009 was $101.1 million, an increase of $7.4 million from the three months ended September 30, 2008. The increase was primarily the result of a $7.2 million increase in expenses related to approximately 3,270 sites acquired and/or constructed subsequent to July 1, 2008, and an increase of $0.2 million in expenses attributable to communications sites that existed in our portfolio during the period between July 1, 2008 and September 30, 2009, primarily due to increases in land rents, partially offset by the impact of fluctuations in foreign currency exchange rates.

Rental and management segment gross margin for the three months ended September 30, 2009 was $333.0 million, an increase of $28.7 million from the three months ended September 30, 2008. The increase primarily resulted from the additional rental and management revenue described above.

Rental and management segment operating profit for the three months ended September 30, 2009 was $310.7 million, an increase of $23.9 million from the three months ended September 30, 2008. This was

comprised of the $28.7 million increase in rental and management segment gross margin described above, partially offset by an increase of approximately $4.8 million in selling, general, administrative and development expenses related to the rental and management segment, due in large part to our international expansion.

Network Development Services Expense

Network development services expense for the three months ended September 30, 2009 was $7.5 million, a decrease of $2.7 million from the three months ended September 30, 2008. The decrease correlates to the reduction in services performed as noted above.

Depreciation, Amortization and Accretion

Depreciation, amortization and accretion for the three months ended September 30, 2009 was $105.5 million, an increase of $1.2 million from the three months ended September 30, 2008. This increase was primarily attributable to an increase in property, plant and equipment (including the property, plant and equipment acquired from XCEL Telecom Private Limited ("XCEL") (see note 11 to our condensed consolidated financial statements included herein)) from September 30, 2008 to September 30, 2009.

Selling, General, Administrative and Development Expense

Selling, general, administrative and development expense for the three months ended September 30, 2009 was $47.9 million, an increase of $3.1 million from the three months ended September 30, 2008. The increase was primarily attributable to an increase in the cost to support our growth in international markets, an increase of $2.0 million for the write-off of capitalized costs related to discontinued projects and an increase of $1.1 million in legal settlements and fees, partially offset by other cost savings.

Other Operating Expenses

Other operating expenses for the three months ended September 30, 2009 were $3.0 million, an increase of $1.1 million from the three months ended September 30, 2008. Approximately $0.5 million of the increase was attributable to acquisition related costs which have been expensed as a result of the adoption of the SFAS 141R, which was codified in the Business Combinations Topic of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("FASB ASC"), and approximately $0.6 million of the increase was attributable to impairments and losses on the sale of assets.

Loss on Retirement of Long-Term Obligations

Loss on retirement of long-term obligations for the three months ended September 30, 2009 was $0.4 million, a decrease of $0.6 million from the three months ended September 30, 2008.

During the three months ended September 30, 2009, we completed the redemption of the remaining $20.8 million principal amount of 7.50% notes due 2012 ("7.50% Notes") for an aggregate purchase price of $21.5 million in cash, which included accrued and unpaid interest. As a result of this transaction, we recorded a charge of $0.4 million related to the amounts paid in excess of carrying value and the write-off of the related deferred financing fees.

During the three months ended September 30, 2008, 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 in cash related to amounts paid in excess of carrying value. This amount was included in accounts payable and accrued expenses as of September 30, 2008.

Other Income

Other income for the three months ended September 30, 2009 was approximately $0.04 million, as compared to other income of approximately $1.1 million for the three months ended September 30, 2008. During the three months ended September 30, 2009, we recorded foreign currency remeasurement gains of approximately $0.5 million, partially offset by other miscellaneous costs of $0.6 million. During the three months ended September 30, 2008, we recorded foreign currency remeasurement gains of approximately $1.1 million.

Income Tax Provision

The income tax provision for the three months ended September 30, 2009 was $51.3 million, an increase of $16.4 million from the three months ended September 30, 2008. The effective tax rate was 43.2% for the three months ended September 30, 2009, as compared to an effective tax rate of 36.6% for the three months ended September 30, 2008. The increase in the effective tax rate for the three months ended September 30, 2009, as compared to the three months ended September 30, 2008, is primarily due to the discrete impact of foreign currency fluctuations on certain tax items and state taxes.

The effective tax rates on income from continuing operations for the three months ended September 30, 2009 and September 30, 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.

Nine Months Ended September 30, 2009 and 2008 (dollars in thousands)




                                             Nine Months Ended              Amount of          Percent
                                               September 30,                 Increase          Increase
                                          2009              2008            (Decrease)        (Decrease)
REVENUES:
Rental and management                  $ 1,233,222       $ 1,152,722       $     80,500                7 %
Network development services                42,919            32,458             10,461               32

Total revenues                           1,276,141         1,185,180             90,961                8

OPERATING EXPENSES:
Costs of operations (exclusive of
items shown separately below)
Rental and management                      283,549           272,579             10,970                4
Network development services                25,324            18,710              6,614               35
Depreciation, amortization and
accretion                                  307,874           301,158              6,716                2
Selling, general, administrative
and development expense (including
stock-based compensation expense of
$50,124 and $43,111, respectively)         155,357           135,412             19,945               15
Other operating expenses                     8,228             3,308              4,920              149

Total operating expenses                   780,332           731,167             49,165                7

OTHER INCOME (EXPENSE) AND OTHER
ITEMS:
Interest income, TV Azteca, net             10,669            10,711                (42 )             -
Interest income                              1,717             2,959             (1,242 )            (42 )
Interest expense                          (188,345 )        (191,568 )           (3,223 )             (2 )
Loss on retirement of long-term
obligations                                 (6,385 )          (1,195 )            5,190              434
Other income (expense)                       1,096            (1,045 )            2,141              205
Income tax provision                      (139,883 )        (120,254 )           19,629               16
Income on equity method investments             20                18                  2               11

Income from continuing operations          174,698           153,639             21,059               14
Income from discontinued
operations, net                              8,127           108,034            (99,907 )            (92 )

Net income                                 182,825           261,673            (78,848 )            (30 )
Net income attributable to
noncontrolling interest                       (580 )            (266 )              314              118

Net income attributable to American
Tower Corporation                      $   182,245       $   261,407       $    (79,162 )            (30 )%

Total Revenues

Total revenues for the nine months ended September 30, 2009 were $1,276.1 million, an increase of $91.0 million from the nine months ended September 30, 2008. Approximately $80.5 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, 2009 was $1,233.2 million, an increase of $80.5 million from the nine months ended September 30, 2008. Approximately $50.6 million of the increase resulted from incremental revenue generated by communications sites that existed in our portfolio during the entire period between January 1, 2008 and September 30, 2009, which reflects revenue increases from adding new tenants to those sites, existing tenants adding more equipment to those sites and contractual escalators, partially offset by unfavorable foreign currency exchange rates and the impact of straight-line lease accounting. Approximately $29.9 million of the increase resulted from approximately 3,610 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 be generated from wireless service providers.

Network Development Services Revenue

Network development services revenue for the nine months ended September 30, 2009 was $42.9 million, an increase of $10.5 million from the nine months ended September 30, 2008. This increase was primarily attributable to revenues generated from our site acquisition, zoning, permitting and installation services. As we continue to give primary 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 nine months ended September 30, 2009 were $780.3 million, an increase of $49.2 million from the nine months ended September 30, 2008. The increase was primarily attributable to an increase in selling, general, administrative and development expense of $19.9 million, increases in expenses within our rental and management segment of $11.0 million and network development services segment of $6.6 million, an increase in depreciation, amortization and accretion expenses of $6.7 million, and an increase in other operating expenses of $4.9 million.

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

Rental and management expense for the nine months ended September 30, 2009 was $283.5 million, an increase of $11.0 million from the nine months ended September 30, 2008. The increase was primarily the result of a $13.9 million increase in expenses related to approximately 3,610 sites acquired and/or constructed subsequent to January 1, 2008, offset by a decrease of $2.9 million in expenses attributable to communications sites that existed in our portfolio during the period between January 1, 2008 and September 30, 2009, primarily due to the impact of fluctuations in foreign currency exchange rates.

Rental and management segment gross margin for the nine months ended September 30, 2009 was $960.3 million, an increase of $69.5 million from the nine months ended September 30, 2008. The increase primarily resulted from additional rental and management revenue described above.

Rental and management segment operating profit for the nine months ended September 30, 2009 was $896.8 million, an increase of $56.0 million from the nine months ended September 30, 2008. This was comprised of the

$69.5 million increase in rental and management segment gross margin described above, partially offset by an increase of approximately $13.5 million in selling, general, administrative and development expenses related to our rental and management segment, due in large part to our international expansion.

Network Development Services Expense

Network development services expense for the nine months ended September 30, 2009 was $25.3 million, an increase of $6.6 million from the nine months ended September 30, 2008. The increase correlates to the growth in services performed as noted above.

Depreciation, Amortization and Accretion

Depreciation, amortization and accretion for the nine months ended September 30, 2009 was $307.9 million, an increase of $6.7 million from the nine months ended September 30, 2008. This increase was primarily attributable to an increase in property, plant and equipment (including the property, plant and equipment acquired from XCEL (see note 11 to our condensed consolidated financial statements included herein)) from September 30, 2008 to September 30, 2009.

Selling, General, Administrative and Development Expense

Selling, general, administrative and development expense for the nine months ended September 30, 2009 was $155.4 million, an increase of $19.9 million from the nine months ended September 30, 2008. The increase was primarily attributable to an increase of approximately $7.0 million in non-cash stock based compensation expense, which was principally driven by the additional expense recognized upon the modification of certain stock option awards during the nine months ended September 30, 2009, an increase of $5.1 million of bad debt expense, an increase of $4.5 million for the write-off of capitalized costs related to discontinued projects and an increase in the cost to support our growth in international markets. For the nine months ended September 30, 2008, selling, general, administrative and development expense included a one-time reduction related to payroll tax expense of approximately $3.1 million.

Other Operating Expenses

Other operating expenses for the nine months ended September 30, 2009 were $8.2 million, an increase of $4.9 million from the nine months ended September 30, 2008. The increase was primarily attributable to approximately $4.2 million in acquisition related costs which have been expensed as a result of the adoption of SFAS 141R, which was codified in the Business Combinations Topic of the FASB ASC. 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 $3.0 million relates to additional . . .