American Tower Corporation Reports Second Quarter Results.

Business Editors/High-Tech Writers

BOSTON--(BUSINESS WIRE)--Aug. 8, 2002

American Tower Corporation (NYSE: AMT):

-- Total revenue of $257.4 million, which excludes $19.3 million from discontinued operations

-- EBITDA before restructuring increased 37% to $80.6 million from $58.7 million in the second quarter 2001

-- Loss from continuing operations of $84.3 million

-- Minimal anticipated incremental borrowing until free cash flow

American Tower Corporation (NYSE: AMT) today reported increases in revenues, EBITDA ("operating loss before depreciation and amortization, and net loss on sale of assets, plus interest income TV Azteca, net"), EBITDA before restructuring expense, and tower cash flow ("rental and management revenue less rental and management operating expenses plus interest income TV Azteca, net") for the quarter ended June 30, 2002 as compared to the same period in the prior year. Our Statements of Operations have been adjusted to reflect a portion of the Services segment as discontinued operations. Our Statement of Operations for the six-months ended June 30, 2002 also includes a goodwill impairment charge of $562.6 million resulting from the adoption of SFAS No. 142, "Goodwill and Other Intangible Assets."

For the three months ended June 30, 2002, revenues increased to $257.4 million, which excludes $19.3 million from discontinued operations, from $246.7 million for the three months ended June 30, 2001, which excludes $16.3 million from discontinued operations. Loss From Continuing Operations Before Cumulative Effect Of A Change In Accounting Principle decreased to $84.3 million, or $0.43 per share, for the three months ended June 30, 2002 from $101.0 million, or $0.53 per share, for the same period in 2001. Net Loss decreased to $101.2 million, or $0.52 per share, for the three months ended June 30, 2002 from $103.9 million, or $0.54 per share, for the same period in 2001. In the first quarter 2002 the Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets." For the three months ended June 30, 2002, the adoption of this statement reduced amortization expense and Net Loss by $24.0 million, or $0.12 per share.

EBITDA increased to $68.3 million for the three months ended June 30, 2002 from $58.7 million for the same period in 2001. EBITDA before restructuring increased to $80.6 million for the three months ended June 30, 2002 from $58.7 million for the same period in 2001. Tower cash flow increased to $80.3 million for the three months ended June 30, 2002 from $58.5 million for the same period in 2001.

Steve Dodge, American Tower's Chairman and Chief Executive Officer, stated, "We continue to execute on our business plan. Our core tower business performed well, with solid organic revenue gains, margin expansion, and strong sequential cash flow growth. The tower business contributed over 90% of second quarter total divisional cash flow and exceeded the high end of our tower cash flow outlook range for the second consecutive quarter.

"Our efforts initiated late last year to increase our operational efficiency enabled us to convert 102% of sequential tower revenue growth to cash flow in the second quarter. These efforts along with solid sequential tower revenue gains have accelerated tower cash flow margin increases. We now expect to achieve our previous fourth quarter tower cash flow margin target of 60% early in the third quarter.

"Our capital expenditure expectations for 2002 have been significantly reduced for the second half of the year due to our adherence to our conservative investment criteria. Accordingly, our anticipated cash needs have been reduced to require nominal, if any, incremental borrowing until we reach free cash flow breakeven, now expected in early 2003.

"With regard to Verestar, the difficult broadband telecom market has continued to provide operational challenges. We anticipate slower revenue growth than expected, resulting in a reduced cash flow in the second half of 2002. We are moving forward with our efforts to implement a strategic resolution for our investment in Verestar.

"As anticipated, our cash flow growth in conjunction with low incremental borrowing is improving our balance sheet leverage. Our total debt to last quarter annualized EBITDA before restructuring ratio has declined from its peak in the first quarter to about 11 times. By year-end we expect to further reduce the ratio to about 9 times, with steady declines thereafter."

Operating Highlights

Organic same tower revenue and cash flow growth on the 10,023 North American towers owned as of the beginning of the second quarter 2001 and the end of the second quarter 2002 was 16% and 22%, respectively, excluding the impact of the loss of Metricom revenues. Annualized lease-up activity on the 12,844 North American wireless towers owned at the beginning and the end of the second quarter 2002 was 0.32 broadband equivalent tenants per tower, an implied annual revenue growth rate of 18%.

Tower rental cash flow increased 37% to $80.3 million and margins improved 435 basis points from the same period in 2001. On a sequential basis, tower cash flow increased $5.3 million and margins improved 170 basis points to 59.3% in the second quarter 2002 from the first quarter 2002. The incremental margin expansion was achieved through a combination of organic revenue growth and active management of costs.

Divestiture of Service Components Operation

Consistent with the Company's strategy to focus on its core tower operations and strategic service offerings, the Company closed the sale of several of its components businesses, including its subsidiary MTS Wireless Components (MTS), to MTS Holding Company for approximately $30 million on July 30, 2002.

As of and for the three months ended June 30, 2002 the Company has reflected these operations as discontinued operations. Accordingly, accompanying prior period financial statements have been adjusted to reflect this change. For the three months ended June 30, 2002, revenue and cash flow related to the discontinued operations were $19.3 million and $(0.1) million, respectively. In connection with the sale, the Company recorded an estimated loss on disposal of discontinued operations of approximately $16 million, net of tax benefit, in the second quarter 2002. The Company is continuing to pursue strategic transactions related to non-core business units in an effort to enhance efficiency and increase focus on its core tower business.

Financing Highlights

As of June 30, 2002, the Company had $77 million in cash and restricted cash and had drawn $160 million on its $650 million Revolving Loan, including $95 million used to fully repay its Mexican Credit Facility in February 2002. Based on the financial covenants of the credit facility as of June 30, 2002, the Company had the ability to draw $428 million of the $490 million undrawn portion of the $650 million Revolving Loan. As of June 30, 2002, the Company had a total of $505 million in total liquidity based on the $77 million of cash and restricted cash and $428 million of availability under its Revolving Loan.

The Company's current business plan anticipates nominal, if any, incremental borrowing needs until achieving free cash flow, which is expected to occur in early 2003. Free cash flow means the Company will be generating funds from operations in excess of the current amount needed to pay its operating expenses, interest expense and capital expenditures.

Goodwill Impairment

In January 2002, the Company adopted the provisions of Financial Accounting Standards Board Statement No. 142 "Goodwill and Other Intangible Assets" (SFAS No. 142). During the quarter ended June 30, 2002, the Company completed its transitional impairment testing and has recorded goodwill impairment charges of $189.3 million related to its Satellite and Fiber Network Access Services segment (Verestar) and $387.8 million related to its Services segment. The Company has determined that there is no impairment of goodwill related to the Tower Rental and Management segment as a result of adopting this standard. These non-cash charges have been recorded as a cumulative effect of a change in accounting principle of $562.6 million (net of a tax benefit of $14.4 million) within the Company's Statement of Operations for the six months ended June 30, 2002.

Restructuring

During the second quarter, the Company recorded a restructuring charge of $12.3 million. $3.3 million of the $12.3 million charge is related to operational initiatives announced in November 2001. The remaining $9.0 million of the charge is related to Verestar's cost reduction efforts announced in April 2002. Verestar has made significant progress in reducing the number of teleports and related telecom infrastructure costs, consolidating traffic from underutilized transponders, terminating selected agreements, and reducing certain administrative costs. The Company expects to recognize additional restructuring charges of $3 to $5 million in the third quarter 2002 to complete these initiatives.

2002 Outlook

The Company has provided its 2002 outlook on a quarterly basis for each of its operating segments. The Company continues to anticipate a healthy leasing environment and has narrowed its Rental and Management revenue outlook and has maintained its Rental and Management cash flow outlook. The Company reduced new tower build guidance to a range of 300 to 400 towers from previous guidance of 400 to 500 towers for the entire year. As a result, our capital expenditure outlook for 2002 has also been reduced.

The Company has adjusted its outlook for Services to reflect the discontinued operations and its cautious view of the market for its remaining components and engineering service businesses.

The Company has reduced its outlook for its Satellite and Fiber Network Access Services segment due to the challenging telecom market.

Conference Call Information

American Tower will host a conference call today at 11:00 a.m. Eastern to discuss quarterly results and the Company's outlook for quarterly 2002 and fiscal year 2002. The call will be hosted by Brad Singer, Chief Financial Officer, who will be joined by Steve Dodge, Chief Executive Officer, Jim Taiclet, President, and other executive officers. The dial-in numbers are US/Canada: 800-603-0809, international: 706-643-3257, no access codes required. A replay of the call will be available from 2:00 p.m. Eastern Thursday, August 8, 2002 until 12:00 a.m. Eastern Thursday, August 15, 2002. The replay dial-in numbers are US: 800-642-1687, and international: 706-645-9291, access code 4801728. American Tower will also sponsor a live simulcast of the call on its web site, http://investor.americantower.com. A replay of the call will be available on the web site shortly after the conclusion of the call.

American Tower is the leading independent owner, operator and developer of broadcast and wireless communications sites in North America. American Tower operates approximately 14,400 sites in the United States, Mexico, and Brazil, including approximately 300 broadcast tower sites. Of the 14,400 sites, approximately 13,500 are owned or leased towers and approximately 900 are managed and lease/sublease sites. Based in Boston, American Tower has regional hub offices in Boston, Atlanta, Chicago, San Francisco and Mexico City. For more information about American Tower Corporation and its subsidiary Verestar, Inc., please visit our web sites www.americantower.com and www.verestar.com.

About EBITDA, EBITDA Before Restructuring and Tower Cash Flow

We do not consider EBITDA, EBITDA before restructuring, and tower cash flow as substitutes for other measures of profitability or liquidity determined in accordance with generally accepted accounting principles (GAAP) in the United States, such as operating income or cash flows from operating activities. EBITDA, EBITDA before restructuring and tower cash flow are not calculated in accordance with GAAP. However, we have included them in this release as additional information because they are commonly used in the communications site industry as a measure of a company's operating performance. More specifically, we believe they can assist in comparing company performances on a consistent basis without regard to depreciation and amortization. Our concern is that depreciation and amortization can vary significantly among companies depending on accounting methods, particularly where acquisitions or non-operating factors including historical cost bases are involved. However, our measure of EBITDA, EBITDA before restructuring, and tower cash flow may not be comparable to similarly titled measures of other companies. Our results under GAAP are set forth in the financial statements attached to this release.

This press release contains "forward-looking statements" concerning our goals, beliefs, expectations, strategies, objectives, plans, future operating results and underlying assumptions, and other statements that are not of historical facts. Actual results may differ materially from those indicated in our forward-looking statements as a result of various important factors, including: (1) a decrease in demand for tower space would materially and adversely affect our operating results and we cannot control that demand; (2) continuation of the current U.S. economic slowdown could materially and adversely affect our business; (3) our substantial leverage and debt service obligations may adversely affect our operating results and our ability to make payments on our indebtedness; (4) restrictive covenants in our credit facilities and our senior notes could adversely affect our business by limiting flexibility and causing us to breach our tower development obligations; (5) if our wireless service provider customers consolidate or merge with each other to a significant degree, our growth, our revenue and our ability to generate positive cash flows could be adversely affected; (6) due to the long-term expectations of revenue from tenant leases, the tower industry is sensitive to the creditworthiness of its tenants; (7) increasing competition in the satellite and fiber network access services market may adversely affect Verestar's business; (8) if our chief executive officer left, we would be adversely affected because we rely on his reputation and expertise; (9) operations in foreign countries could lead to expropriations, government regulations, funds inaccessibility, foreign exchange exposure and management problems; and (10) new technologies could make our tower antenna leasing services less desirable to potential tenants and result in decreasing revenues. For other important factors that may cause actual results to differ materially from those indicated in our forward-looking statements, we refer you to the information under the caption entitled "Business Factors That May Affect Future Results" in our Form 10-Q for the quarter ended March 31, 2002, which "Factors That May Affect Future Results" we incorporate herein by reference. We undertake no obligation to update the information contained in this press release to reflect subsequently occurring events or circumstances.

UNAUDITED CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

                              Three Months Ended      Six Months Ended
                                   June 30,               June 30,
                                2002       2001       2002       2001

REVENUES:
 Rental and management     $ 135,484  $ 106,493  $ 265,806  $ 197,704
 Network development services 62,683     84,172    127,964    177,477
 Satellite and fiber network
  access services             59,214     56,046    117,102    120,789
     Total operating
      revenues               257,381    246,711    510,872    495,970
OPERATING EXPENSES:
 Rental and management        58,650     51,547    117,396     97,137
 Network development services 55,503     73,248    114,944    156,587
 Satellite and fiber network
  access services             58,631     57,801    116,099    114,114
 Depreciation and
  amortization (A)            96,214     99,797    187,803    191,738
 Restructuring expense        12,304                16,069
 Corporate general and
  administrative expense       6,474      6,407     13,303     11,534
 Net loss on sale of assets    5,017                 1,311
 Development expense           1,030      2,557      3,479      5,302
     Total operating
      expenses               293,823    291,357    570,404    576,412
LOSS FROM OPERATIONS         (36,442)   (44,646)   (59,532)   (80,442)
OTHER INCOME (EXPENSE):
 Interest income, TV Azteca,
  net (B)                      3,471      3,582      6,900      7,120
 Interest income                 787     10,336      1,871     22,971
 Interest expense            (69,495)   (70,061)  (137,053)  (136,740)
 Loss on investments and
  other expense              (18,199)   (27,952)   (24,082)   (31,177)
 Loss on term loan
  cancellation                                      (7,231)
 Minority interest in net
  (earnings) losses of
  subsidiaries                  (491)        61       (734)         3
     Total other expense     (83,927)   (84,034)  (160,329)  (137,823)

LOSS FROM CONTINUING OPERATIONS
 BEFORE INCOME TAXES        (120,369)  (128,680)  (219,861)  (218,265)
INCOME TAX BENEFIT            36,111     27,634     65,704     49,719
LOSS FROM CONTINUING OPERATIONS
 BEFORE EXTRAORDINARY LOSS AND
 CUMULATIVE EFFECT OF CHANGE IN
 ACCOUNTING PRINCIPLE        (84,258)  (101,046)  (154,157)  (168,546)

DISCONTINUED OPERATIONS (C):
 Loss from operations of
  components division, net of
  income tax benefit of $ 501,
  $ 2, $ 923 and $ 6,
  respectively                  (960)    (2,894)    (1,768)    (6,901)
 Estimated loss on disposal
  of components division,
  net of income tax benefit
  of $8,588                  (15,950)              (15,950)
LOSS ON DISCONTINUED
 OPERATIONS, NET             (16,910)    (2,894)   (17,718)    (6,901)

EXTRAORDINARY LOSS ON
 EXTINGUISHMENT OF DEBT,
 NET OF INCOME TAX
 BENEFIT OF $ 573                                   (1,065)

LOSS BEFORE CUMULATIVE EFFECT
 OF CHANGE IN ACCOUNTING
 PRINCIPLE                  (101,168)  (103,940)  (172,940)  (175,447)

CUMULATIVE EFFECT OF CHANGE
 IN ACCOUNTING PRINCIPLE, NET
  OF INCOME TAX BENEFIT OF
  $14,438 (A)                                     (562,618)
NET LOSS                  $ (101,168)$ (103,940)$ (735,558)$ (175,447)

BASIC AND DILUTED NET LOSS
PER COMMON SHARE
 Loss from continuing operations
  before extraordinary loss
  and cumulative effect of
  change in accounting
  principle                  $ (0.43)   $ (0.53)   $ (0.79)   $ (0.89)
 Discontinued operations       (0.09)     (0.01)     (0.09)     (0.04)
 Extraordinary loss                                  (0.01)
 Cumulative effect of change
  in accounting principle                            (2.88)
BASIC AND DILUTED NET LOSS
 PER COMMON SHARE            $ (0.52)   $ (0.54)   $ (3.77)   $ (0.93)

WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING          195,361    190,755    195,322    188,976

OTHER OPERATING DATA
(In thousands)
EBITDA (D)                  $ 68,260   $ 58,733  $ 136,482  $ 118,416

EBITDA, before
 restructuring expense      $ 80,564   $ 58,733  $ 152,551  $ 118,416

NOTES

(A) As of January 1, 2002, the Company adopted the provisions of SFAS
    No. 142 "Goodwill and Other Intangible Assets" (SFAS 142). The
    adoption of SFAS 142 reduced amortization expense and net loss by
    approximately $ 24.0 million or $ 0.12 per share for the three
    months ended June 30, 2002 and $ 48.0 million or $ 0.25 per share
    for the six months ended June 30, 2002. In addition, the adoption
    of SFAS 142 resulted in the Company recognizing a $ 562.6 million
    (net of a tax benefit of $ 14.4 million) non-cash charge related
    to goodwill impairment within our Satellite and Fiber Network
    Access Services segment ($ 189.3 million) and our Network
    Development Services segment ($ 387.8 million). In accordance with
    the provisions of SFAS 142, this charge is reflected as of January
    1, 2002 as a cumulative effect of change in accounting principle
    and is included in our results for the six months ended June 30,
    2002.

(B) Amounts are net of interest expense of $ 373 and $ 291 for the
    three months ended June 30, 2002 and 2001, and of $ 746 and $ 583
    for the six months ended June 30, 2002 and 2001, respectively.

(C) Effective June 30, 2002, the Company committed to the disposal of
    certain operations within its components division. Accordingly,
    the above statements of operations have been adjusted to reflect
    the results of these operations as discontinued operations.

(D) Defined as operating loss before depreciation and amortization
    and net loss on sale of assets plus interest income, TV Azteca,
    net.


UNAUDITED CONDENSED
CONSOLIDATED BALANCE SHEETS
(In thousands)
                                               June 30,   December 31,
                                                  2002           2001

ASSETS
Current Assets:
 Cash & cash equivalents                      $ 29,471       $ 35,958
 Restricted cash                                47,470         94,071
 Accounts receivable, net of allowance
  for doubtful accounts                        138,602        182,612
 Inventories                                    24,267         49,332
 Prepaid & other current assets                 80,587         89,645
 Costs and earnings in excess of
  billings on uncompleted contracts
  and unbilled receivables                      28,668         46,453
 Net assets held for sale (E)                   30,208
 Deferred income taxes                          24,045         24,136
         Total current assets                  403,318        522,207
Property and equipment, net                  3,237,943      3,287,573
Goodwill & other intangible assets, net      1,876,996      2,507,911
Deferred income taxes                          332,859        245,215
Deposits and other long-term assets            118,872        110,598
Notes receivable                               113,043        120,554
Investments                                     27,279         35,665
         Total                             $ 6,110,310    $ 6,829,723

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
 Accounts payable and accrued expenses       $ 172,820      $ 214,539
 Accrued interest                               62,573         59,492
 Billings in excess of costs and earnings
  on uncompleted contracts and
  unearned revenue                              47,897         56,098
 Current portion of long-term obligations       40,375         12,585
         Total current liabilities             323,665        342,714
Long-term obligations                        3,584,526      3,549,375
Other long-term liabilities                     44,730         54,501
         Total liabilities                   3,952,921      3,946,590

Minority interest in subsidiaries               14,486         13,937

STOCKHOLDERS' EQUITY:
 Class A Common Stock                            1,855          1,851
 Class B Common Stock                               79             80
 Class C Common Stock                               23             23
 Additional paid-in capital                  3,641,631      3,639,510
 Accumulated deficit                        (1,480,709)      (745,151)
 Accumulated other comprehensive loss           (8,916)       (16,057)
 Note receivable                                (6,720)        (6,720)
 Treasury stock                                 (4,340)        (4,340)
         Total stockholders' equity          2,142,903      2,869,196
         Total                             $ 6,110,310    $ 6,829,723

NOTES

(E) Represents net assets of components operations (accounted for
    as discontinued operations) that were sold on July 30, 2002.


UNAUDITED CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

                                                   Six months Ended
                                                       June 30,
                                                 2002          2001

CASH FLOWS PROVIDED BY (USED FOR) OPERATING ACTIVITIES:
 Net loss                                    $ (735,558)   $ (175,447)
 Cumulative effect of change in
  accounting principle (non-cash)               562,618
 Other non-cash items reflected in
  statement of operations (primarily
  depreciation and amortization)                187,771       193,400
 Decrease (increase) in assets                   27,467       (50,569)
 (Decrease) increase in liabilities              (9,826)       18,358

Cash provided by (used for) operating
 activities                                      32,472       (14,258)


CASH FLOWS USED FOR INVESTING ACTIVITIES:
 Payments for purchase of property and
  equipment and construction activities        (131,265)     (319,500)
 Payments for acquisitions, net of
  cash acquired                                 (21,651)     (505,823)
 Proceeds from sale of assets                    20,029
 Deposits, investments and other long-term
  assets                                        (10,735)     (148,219)

Cash used for investing activities             (143,622)     (973,542)


CASH FLOWS FROM FINANCING ACTIVITIES:
 Borrowings under credit facilities             160,000       165,000
 Proceeds from senior notes offering                        1,000,000
 Repayment of credit facilities and
  other long-term obligations                  (102,848)      (75,181)
 Net proceeds from equity offerings,
  stock options and employee stock purchase
  plan                                              910       365,684
 Deferred financing costs, restricted cash
  and other                                      46,601      (108,899)

Cash provided by financing activities           104,663     1,346,604

NET (DECREASE) INCREASE IN CASH AND
 CASH EQUIVALENTS                                (6,487)      358,804
CASH AND CASH EQUIVALENTS, BEGINNING OF
 PERIOD                                          35,958        82,038

CASH AND CASH EQUIVALENTS, END OF PERIOD     $   29,471    $  440,842


CASH PAID FOR INCOME TAXES                   $      425    $    1,699

CASH PAID FOR INTEREST                       $  126,118    $  110,494



UNAUDITED SUPPLEMENTAL INFORMATION


SELECTED CAPITAL EXPENDITURE DETAIL            Three Months Ended
(in millions)                                     June 30, 2002

CAPITAL EXPENDITURES INCURRED
 Wireless tower construction                         $   21
 Broadcast tower construction                             5
 Maintenance/Improvements                                 3
 Land                                                     2
 Services                                                 1
 Verestar                                                 4
 Corporate                                                3

  Total Capital Expenditures                         $   39


SELECTED BALANCE SHEET DETAIL                        June 30,
(in millions)                                          2002

LIQUIDITY
 Total cash balance, includes restricted
  cash of $47 million                                $   77
 Available borrowings (a)                               428

  Total Liquidity                                    $  505

LONG TERM DEBT BREAKOUT, INCLUDING CURRENT PORTION
 Revolving line of credit                            $  160
 Term loan A                                            850
 Term loan B                                            500
 9.375% Senior notes, due 2009                        1,000
 6.25% Convertible bond, due 2009                       213
 2.25% Discounted convertible bond, due 2009            207
 5.00% Convertible bond, due 2010                       450
 Capital leases                                         172
 Other                                                   73

  Total Long Term Debt                               $3,625

SHARES OUTSTANDING                                    195.7

SELECTED TOWER PORTFOLIO DETAIL                      June 30,
                                                       2002

BBE per tower (b)                                       1.9
BBE lease-up (b)                                       0.32
Same tower revenue growth (c)                            16%
Same tower cash flow growth (c)                          22%

ACTIVE TOWER COUNTS           Owned                 Managed or
                            Wireless    Broadcast     Lease/
                             Towers       Towers     Sublease   Total

Beginning Balance, 4/1/02    13,164         330        935     14,429
New Construction                 88           4          0         92
Acquisitions                     27           0          0         27
Reductions                     (133)          0        (14)      (147)
 Ending Balance, 6/30/02     13,146         334        921     14,401



(a) Available borrowings based on most restrictive covenant as of
    6/30/02

(b) BBE (Broadband Equivalent, assumes $1,500 in monthly rent) per
    tower includes U.S. and Mexico Owned Wireless Towers

(c) Same tower revenue and cash flow growth include U.S. and Mexico
    Owned Wireless and Broadcast towers, excluding the impact of the
    loss of Metricom revenues


American Tower Corporation
August 8, 2002
(In Millions, Except Per Share Data)

2002 Quarterly and 2002 Fiscal Year Outlook

The following estimates are based on a number of assumptions that
management believes to be reasonable, and reflect the Company's
expectations as of August 8, 2002. Company outlook is based on
assumptions about the number of new builds constructed, and tenant
lease-up. Please refer to the cautionary language included in this
press release when considering this information. The Company
undertakes no obligation to update this information.

"Cash flow" is defined as segment revenues less segment operating
expenses before depreciation and amortization, development expenses,
restructuring expense, corporate general and administrative expense,
and net loss on sale of assets. Segment cash flow for rental and
management includes interest income TV Azteca, net.

                                                           Fiscal
                           Q3 2002         Q4 2002        Year 2002
                        Outlook Ranges  Outlook Ranges  Outlook Ranges
Rental and Management
 Revenue                $140 to $144    $147 to $151    $553 to $561
Rental and Management
 Cash Flow                85 to   89      91 to   97     331 to  341
 (Includes Interest
   Income, TV Azteca,
   net)

Services Revenue          55 to   65      55 to   65     238 to  258
Services Cash Flow         6 to    8       6 to    8      25 to   29

Satellite and Fiber
 Network Access Services
 Revenue                  55 to   60      55 to   60     227 to  237
Satellite and Fiber
 Network Access Services
 Cash Flow                 0 to    2       1 to    3       2 to    6

Total Revenue            250 to  269     257 to  276   1,018 to 1,056
Total Cash Flow           91 to   99      98 to  108     358 to 376

Corporate Expense          6 to    6       6 to    6      25 to  25
Development Expense        1 to    1       1 to    1       5 to   5

EBITDA Before
 Restructuring            84 to   92     91 to  101     328 to 346

Restructuring Expense      5 to    3       0 to    0      21 to  19

EBITDA                    79 to   89      91 to  101     307 to 327

Depreciation and
 Amortization            101 to   97     102 to   98     391 to 383

Interest Expense        (71) to  (68)   (71) to  (68)  (279) to (273)

Basic and Diluted
 Net Loss Per Common
 Share Before
 Discontinued
 Operations,
 Extraordinary Item
 and Cumulative Effect
 of a Change in
 Accounting Principle $(0.37)to$(0.31)$(0.33)to$(0.27)$(1.48)to$(1.36)


Capital expenditures incurred for the year 2002 are expected to be
between $165 million and $180 million, of which $97 million has been
incurred as of June 30, 2002.

Acquisition spending for the year is expected to be approximately $29
million, of which $22 million has been spent as of June 30, 2002.