(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

510 Bering Drive

Suite 500

Houston, Texas

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheet at December 31, 2003 and March 31, 2004

Consolidated Statement of Operations and Comprehensive Loss for the three months ended

March 31, 2003 and 2004

Consolidated Statement of Cash Flows for the three months ended March 31, 2003 and 2004

Condensed Notes to Consolidated Financial Statements

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

PART II—OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

Signatures

December 31,

2003

March 31,

2004

ASSETS

Current assets:

Cash and cash equivalents

Receivables:

Trade, net of allowance for doubtful accounts of $9,160 and $9,659 at December 31, 2003 and March 31, 2004, respectively

Other

Inventories

Prepaid expenses and other current assets

Total current assets

Property and equipment, net of accumulated depreciation of $1,232,718 and $1,322,830 at December 31, 2003 and March 31, 2004, respectively

Goodwill

Deferred financing costs and other assets, net of accumulated amortization of $48,585 and $49,050 at December 31, 2003 and March 31, 2004, respectively

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

Accrued interest

Accrued compensation and related benefits

Deferred rental revenues and other accrued liabilities

Long-term debt, current maturities

Total current liabilities

Long-term debt, less current maturities

Other liabilities

Total liabilities

Commitments and contingencies

Minority interests

Redeemable preferred stock

Stockholders’ equity:

Common stock, $.01 par value; 690,000,000 shares authorized; shares issued: December 31, 2003—220,758,321 and March 31, 2004—222,154,730

Additional paid-in capital

Accumulated other comprehensive income (loss)

Unearned stock compensation

Accumulated deficit

Total stockholders’ equity

Three Months Ended

March 31,

Net revenues:

Site rental and broadcast transmission

Network services and other

Operating expenses:

Costs of operations (exclusive of depreciation, amortization and accretion):

Site rental and broadcast transmission

Network services and other

General and administrative

Corporate development

Restructuring charges (credits)

Asset write-down charges

Non-cash general and administrative compensation charges

Depreciation, amortization and accretion

Operating income

Other income (expense):

Interest and other income (expense)

Interest expense and amortization of deferred financing costs

Loss before income taxes, minority interests and cumulative effect of change in accounting principle

Provision for income taxes

Minority interests

Loss before cumulative effect of change in accounting principle

Cumulative effect of change in accounting principle for asset retirement obligations, net of related income tax benefits of $636

Net loss

Dividends on preferred stock, net of gains on purchases of preferred stock

Net loss after deduction of dividends on preferred stock, net of gains on purchases of preferred stock

Net loss

Other comprehensive income (loss):

Foreign currency translation adjustments

Derivative instruments:

Net change in fair value of cash flow hedging instruments

Amounts reclassified into results of operations

Comprehensive loss

Per common share—basic and diluted:

Loss before cumulative effect of change in accounting principle

Cumulative effect of change in accounting principle

Net loss

Common shares outstanding—basic and diluted (in thousands)

Three Months Ended

March 31,

Cash flows from operating activities:

Net loss

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation, amortization and accretion

Losses on purchases of long-term debt

Amortization of deferred financing costs and discounts on long-term debt

Non-cash general and administrative compensation charges

Asset write-down charges

Minority interests

Equity in losses and write-downs of unconsolidated affiliates

Cumulative effect of change in accounting principle

Changes in assets and liabilities:

Decrease in accrued interest

Decrease in accounts payable

Increase (decrease) in deferred rental revenues and other liabilities

(Increase) decrease in receivables

Increase in inventories, prepaid expenses and other assets

Net cash provided by operating activities

Cash flows from investing activities:

Proceeds from disposition of property and equipment

Capital expenditures

Investments in affiliates and other

Maturities of investments

Purchases of investments

Net cash used for investing activities

Cash flows from financing activities:

Proceeds from issuance of capital stock

Purchases of long-term debt

Net borrowings (payments) under revolving credit agreements

Purchases of capital stock

Principal payments on long-term debt

Incurrence of financing costs

Net cash used for financing activities

Effect of exchange rate changes on cash

Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Supplemental disclosure of cash flow information:

Interest paid

Income taxes paid