Good morning. My name is Nikesha, and I will be your conference operator. At this time, I would like to welcome everyone to the American Tower second quarter 2009 earnings call. All lines have been placed on mute to prevent any background noise. After the speaker’s remarks, there will be a question and answer session. (Operator instructions) I will now turn the conference over to Mr. Michael Powell, Vice President of Investor Relations. Sir, you may begin your conference.

Thank you, Nikesha. Good morning everyone and thank you for joining American Tower’s conference call regarding our second quarter 2009 financial results. Please note that we’ve posted a brief presentation to accompany this morning’s call on our Web site which is www.americantower.com. If you have not done so already you may want to download this presentation as we will refer to it at various times during our prepared remarks. The agenda for this morning’s call will be as follows. I will provide an introduction and highlight certain key metrics from our second quarter 2009 financial results, following this Tom Bartlett, our Chief Financial Officer will go over our second quarter results in detail and provide additional color on 2009 outlook, and finally he will turn things over to Jim Taiclet, our Chairman, President and Chief Executive Officer who will then give closing remarks, including his current thoughts on key business trends. After these comments we will, of course, open up the call to your questions. Before I begin, I would like to remind you that this call will contain forward-looking statements that involve a number of risks and uncertainties. Examples of these statements include statements regarding our 2009 outlook, our stock repurchase program, foreign currency exchange rates, credit markets and any other statements regarding matters that are not historical facts. You should be aware that certain factors may affect us in the future and could cause actual results to differ materially from those expressed in these forward-looking statements. Such factors include the risk factors set forth in this morning’s press release and those set forth in our Form 10-Q for the quarter ended March 31, 2009, and in our other filings with the SEC. We urge you to consider these factors and remind you that we undertake no obligation to…

Thanks Michael and good morning everyone. I am pleased to report that American Tower continued its track record of consistently delivering strong revenue and cash flow growth during the second quarter of 2009. Please turn to slide 5, and let us review some of the highlights. Our core growth rate for tower revenue, which excludes the impacts of foreign currency exchange rate fluctuations and straight line lease accounting, was 9.5% relative to the second quarter of 2008. We also experienced nearly $11 million of sequential growth in our tower revenue from first quarter of 2009, which reflects the impacts of favorable exchange rate fluctuations, a welcome change after experiencing large negative impacts on our reported revenue from FX in the previous two quarters. We had strong free cash flow generation in the quarter of approximately $140 million or about $0.34 per diluted share, which represents a 17% increase over the prior year and includes the impact of a 22% increase in CapEx. As we seek to maximize returns on our invested capital we remain focused but disciplined as we evaluate growth opportunities. During the quarter we completed the construction of 212 sites, which was approximately three times in number that we completed in the second quarter of 2008 and our development pipeline remained robust within the US and other markets. We closed the acquisition of XCEL Telecom in India which added 1,657 towers to our portfolio and subsequent to the end of the quarter we purchased 230 sites in Brazil, and we also redeployed over $60 million of our excess cash flow back to shareholders through our share repurchase program, which brings the total purchases over the past 12 months to nearly $0.5 billion. Our balance sheet remains in a solid position with net leverage at about 3.6 times and…

Thanks Tom and good morning everyone. You have just heard Tom provide a comprehensive review of our recent performance, and I am hopeful that you are finding the associated charts helpful. As a reminder, these are available on our Web site if you would like to refer to them after the call. I would like to spend my time with you today reiterating our aspirations for American Tower and describing our thinking behind some of the key decisions designed to help realize these aspirations. From our investors’ perspective, we aspire to be a company that you believe consistently delivers strong performance and that makes key decisions that inspire confidence in your eyes as strong growth prospects over a long time horizon. As Tom outlined in his remarks, our recent performance in revenue, adjusted EBITDA, and cash from operations has demonstrated continued growth even in this difficult economic and financial market environment. And for the full-year 2009, we today reaffirm our financial guidance. As indicated in this morning’s press release, before accounting adjustments for straight line and foreign exchange, and as Tom mentioned, our core growth at the midpoint of guidance for full-year 2009 is expected to be 10% for revenue and above 10% for adjusted EBITDA, double digit growth in a really tough year. While we are very pleased with the performance of the business during the first half of 2009 and for the past number of years, the decisions we are making today will influence our ability to continue to deliver sustained growth over the years to come. Before specifying some of these key strategic operational and financial decisions and how we approach them it is important to first lay out for you our fundamental assumptions regarding the macro economy, the domestic and international wireless industry and the financial…

(Operator instructions) Your first question is from the line of Jonathan Atkin with RBC Capital Markets. Jonathan Atkin – RBC Capital Markets: Yes, good morning. I wondered if you could maybe just amplify a little bit your views on the regulatory environment in Latin America and in India as pertains to spectrum and any other events that might foster additional network build out.

Hi Jon, it’s Jim. First of all, in Latin America Brazil is already out of the gate, and I would say in all three countries you mentioned there is governments in place that see the benefit of a competitive wireless market with as much spectrum depth for the carriers as possible to deliver new services to their people. And in Brazil, they are well on their way to providing that spectrum. It’s being utilized by a number of carriers. Spectrum auctions have also increased the availability of wireless service in the Northeast part of the country, which is somewhat less developed than the Sol Paulo and Rio areas, so I think it’s a government that wants the people to get service and to get it with a choice of vendors. Mexico is a little more concentrated as far as carrier market share as you know with Telcel at 70% plus market share, and I think the government there is trying to work its way through creating a more competitive environment for the additional carriers to be more competitive, frankly, and it's getting there. Trostel [ph] has now set standards for an auction that now has to wind its way through a few more regulatory agencies for final approval, and we hope that either late this year or early next year that that auction will be launched. But again, I think the government wants its citizenry to have first-class wireless communication capabilities with multiple choices. And in fact, in both these countries and in India, which I will get to you here in a second -- wireless is essentially leapfrogging what little wireline infrastructure those countries have, so there is a real government interest I think in all three places to get people communication service on a competitive basis. In India, I would emphasize the government is very active in trying to accomplish just that. Not only do they release spectrum as soon as they think they reasonably can, but they do it in a way that encourages more carriers rather than less to get into the market and that is happening right now. So I would say the regulatory environment in all three places is moving in a right direction. Mexico may be at a little bit slower pace than the other two. But again, over a five to ten-year time horizon, which is how we look at things, at the end of the day we think there is going to be very high penetration in all these counties. Wireless will be the predominant way of communicating in those countries and we are going to be a big part of it. Jonathan Atkin – RBC Capital Markets: Great. Thank you very much.

You are welcome.

Your next question is from the line of David Barden with Banc of America. Steven Douglas – Banc of America: Hi guys, it is actually Steven Douglas in for David. Two questions if I could I guess there have been some recent reports (inaudible) in discussion, to buy some larger tower portfolios there, I know you kind of generally do not address this kind of speculation but I was wondering if you could just remind us of some of the dynamics of the Indian tower market and how the economics differ from the US? And I guess, number two, the SG&A was up pretty significantly year-over-year, you have been stripping out the one-time stuff, and I was wondering if you had anything better?

Maybe I can cover the SG&A and then Jim can cover the discussions on India, with regard to SG&A it is actually quite simple, I mean as you know we acquired XCEL Telecom in the second quarter and the SG&A will reflect some of the increases as a result of kind of the new businesses and new towers that we built on and in addition it includes the bad debt expense that I did talk about and on a year-over-year basis remember in the second quarter of ’08 we had a $3.1 million reversal in that particular quarter, so the variance on a q-over-q basis looks a little bit higher than our normal basis.

Right and overall Steven on sort of the core run rate of SG&A, it is looking at about 1% of last year if you take all the one-time things and the acquisitions out. Steven Douglas – Banc of America: Okay.

And then on the India question, the dynamics there are terrific, it is the fastest wireless growth market in the world, there is over a billion people very few of which have wireline or wireless service right now, I think they are at about 20% or so penetration and there is a long way to go in that country and it will take years to get it done and we want to be again part of that. As far as the economics, they actually are fairly similar at the tower level basis to the US where if you build a tower the returns are going to look the same but how you get there is different. The builder cost in India of a ground-based tower we have gotten it down to about $60,000 a site. In the US it is about $225,000 a site. That lower build cost our entry cost as I have talked about earlier on the call supports a lower revenue base and then the cost of operations is actually lower as well and that is how you can work your way through to similar economics as the US. So your first tenant is going to get you the mid-to-high single digit return on the tower, your second tenant is going to get you to the mid-teens, and the third and fourth are the home run. So we would like the foundation of the business there, we have got enough scale to build on now with the XCEL acquisition and we are going to profitably grow our way into the country as a complement to our US business. Steven Douglas – Banc of America: Right, thanks guys.

Your next question is from the line of Jason Armstrong with Goldman Sachs. Scott Malat – Goldman Sachs: Hi this is Scott Malat sitting in for Jason. I had a question on just municipalities in the US and some concerns that budget shortfalls could lead communities to re-think the approvals of new towers maybe be more lenient in order to bring funds, can you take us through any of this, is there any evidence to this and in your experience how do you think about prospects for this? And then one other just follow-up question on India, I know there is a lot given it is 1% of revenues but just as you look at competition in India, it seemed to make sense to look at a suburban or rural versus an urban tower that seemed to make a lot of sense in terms of limiting competition. In other words, as you look through recent potential target in India, it does look like some of the potential opportunities have a bit more urban towers, can you help us think about this factor again when you evaluate the opportunities, how important is it to have urban versus suburban and rural make-up?

Yes Scott, in the US we do not really see the material affected by the economy at all. It is not only local it is sub-local, it is neighborhood level, and the fact there is a recession going on or not does not necessarily impact people’s use of their very near neighborhood-like environment. So I do not really see a decline in zoning barriers in towers yet. On the India front, we have purposely done a very quantitative differentiation among states in the country, cities and areas within states to maximize our ability to build towers and acquire towers that will not have direct competitors nearby that has been the core of our entry strategy there. And as we grow, that will continue to be our theme and along which acquisitions we may or may not do could be some municipal sites or some urban sites but our focus of our build-to-suit programs and even of our acquisitions is going to be a kind of hit them where they are not strategy and get the places where we can lease up the tower with three or four or five carriers at the end of the day hopefully. Scott Malat – Goldman Sachs: Alright thanks.

Your next question is from the line of Chris Larsen with Piper Jaffray.

Thanks and good morning, first question for Tom, you sort of addressed this but I just wanted it to be clarified, should we expect your share repurchases to be a little bit more in line with the free cash flow generations since essentially you are right on top of your target leverage? Secondly have you gotten any more specifications from the carriers particularly the Verizon and MetroPCS seem to be moving very close to real spending on LTE and I wondered are you getting a sense for what that might mean in terms of revenues? And then lastly for Jim, just some thoughts on Boston’s Pen, the gold pen, especially last night they gave up a three-run lead in the night and as such is the higher offering for Ron, how are they justified, and do you still feel that they will be ahead of the Sox if they do not get holiday at the end of the year?

Chris before we get into the Sox questions, let me adjust your – now I totally forget what your question was --

The share repurchases in line with free cash flow.

Yes the share repurchases, as you know we do not provide guidance if you will on our share repurchase program. I think as Jim and I both mentioned we will continue to evaluate the pipeline that we have. As Jim also mentioned, we have been pretty aggressive even in the first half of July in terms of our repurchases in the third quarter. So I think that we will continue along the same path, we will continue to evaluate the pipeline. As I mentioned, we are very comfortable with the range that we are in right now and we will kind of see at the end of the third quarter.

On the LTE front, these are very early days, we are doing trials with Verizon already on some of our towers. They are trying as all the carriers are trying to figure out what is the most effective way to deploy this and the best way to look at our PE at this stage and its development it is going to lengthen and strengthen our revenue growth in American Tower really for the tower industry debt revenue growth opportunity over the next few years and initially it will be some amendments, some may be small, some may be more robust but it will ramp up over a period of two, three, four years and it will be a meaningful source of continued growth for the tower industry.

And then finally on the baseball question, is there specific deals and counterparties, we do not talk about specific trades but I know there is an aging team in pink stripes that may not make it all the way through the long season.

Excellent, thank you.

Alright.

Your next question is from the line of Batya Levi with UBS.

Okay thanks a lot. I just had two questions maybe one more follow up on India, the press is suggesting that you may consider to finance a potential deal maybe with Aircel with equity, I was wondering if you could give some more color on how would you think about issuing stock versus increasing your leverage higher than the new target range you laid out? And second question on the tower lease out, can you talk a little bit more about the pace you are expecting for the second half, Sprint just lowered its CapEx targets for 2009, T-Mobile appears to be spending a bit less but on the contrary you have higher iPhone usage and more activity from Clearwire. So should we expect things to accelerate a bit in the second half versus the first half spend?

In India, we do not comment on individual transactions and we definitely do not comment on rumors that are generated in the Indian press, however it is great to have good currency. Our equity is a good currency, our ability to access the capital markets at reasonable cost is a very good currency for us so again when it comes to a transaction, and we like the entry price in the prospects of growth, we will be able to get it done with either cash or stock and we will have both at our disposal. Secondly, the pace of lease up in the US, second half should be at or above what the first half for this year and there are lot of moving parts as you said but there are a lot of underlying trends that are going to require continued investment networks and so that is how we think it will play out.

I might just add to Jim’s comment that with the acquisition and with the development that we have had in our new sites in the first half of the year, we should see the benefits to that starting to kick in really in the second half of the year.

Thanks. Maybe just one follow up on the Brazilian Tower acquisition, can you give us a sense of the economics there, how many tenths [ph] per tower you have got and what are some of the revenue and margins versus the rest of the portfolio there?

We are just getting to closing on that portfolio but as I said earlier we use the risk-adjusted return criteria of mid-teens for a country like Brazil taking into account its sovereign debt rate etc, you can be assured that our analysis is that we are going to attain that in the first two to three years of us managing those towers. So the purchase price for a portfolio like that in a country like Brazil a couple of hundred thousand dollars. It costs $125,000 to build and you can spend – and further there is a pretty good color rate already on those sites as well.

Thanks a lot.

Sure.

Your next question is from the line of Gray Powell with Wells Fargo Securities.

Hi, good morning everyone, thanks for taking the questions, I just have a few, kind of at a big picture level, how much can you supplement your organic free cash flow per share growth by reinvesting in your business whether it is buying back shares or buying or building towers?

Gray, I think the way you need to think about that is that if you take a look at our kind of existing run rates we have been very consistent in terms of lease ups on our existing portfolio, we are complementing that with obviously new builds and we had actually as I mentioned increased our CapEx target for the year to reflect it. We have even a stronger pipeline of new opportunities or increasing our overall site development up to 900 to kind of 1000 if you will for the year. So I would say that you would continue to see growth coming from the new builds. We have as we mentioned before kind of a day one return on investment in those new builds of at least 10% and with the continued lease up rates we really see strong growth coming from the future. So I think we should be rather bullish in terms of the incremental cash flow yield that will be coming from the new builds.

I will just add to that Gray that the big pieces of getting the free cash flow per share we felt very good about it say every element, one is revenue and EBITDA growth which on a core basis for us this year is going to be 10%, that is a great starting point with a really strong business, and then when you go beyond that and say well how I get the free cash flow from there you need to look at maintenance and augmentation CapEx which for us is very controllable and then interest costs which again should not dramatically increase over the next few years because of our strong balance sheet. So then we have that cash from operations, stable CapEx, stable interest cost, and then we can redeploy that excess cash as Tom has been talking about whether to new investments that will add to the EBITDA line or it is a repurchasing shares that will take the share count down, again we felt really good to have all those letters at our disposal because of the operation of the business and the stability of our interest cost over time.

Okay that makes sense and then just more of a detail question, I definitely realize that revenue guidance is unchanged, can you just walk us through the moving parts, how much the XCEL Telecom deal adds to fiscal 2009 and the hit associated with taking a more conservative foreign exchange rate assumption and by my math it actually looks like you left yourself a little bit of a cushion there, can you just walk us through that?

Yes Gray just a couple of thoughts there, I think with regards to the FX, it has probably doubled from what we originally thought in terms of the impact of FX in the year and who knows what the ending peso rate or real rate is going to be, but hopefully there is a little cushion there. And with regards to XCEL, I think the way you think about it while it is a terrific foundation for us to grow our business in India, it still represents less than 1% of our revenue. It will obviously help, no doubt about it, in 2009 but it still represents relatively a significant piece. I think what we are really excited about is the opportunity for development not just in India but also in Brazil and the United States and Mexico and I think the new bills and the incremental CapEx that we are putting in those markets is going to give us some strong growth for not only 2009 but many years to come.

Okay and then last question, I know you touched on this already, can you talk about leasing demand trends in Mexico and Brazil and organic revenue growth there on a local currency basis relative to what you are seeing in the US?

Both are still growing organically. Mexico as I said in my remarks has scaled back a little bit in anticipation of the spectrum auctions, the carriers do not know who is going to get what spectrum or not and I think they are husbanding their plans a little bit until they have that knowledge but in Brazil we have been seeing organic growth rates at or about the standard US over the last couple of years and we had the opportunity to build a lot of towers with solid anchor tenants and really good day one returns. So they are both in the positive territories regards organic growth. Brazil is proceeding at pace and I think Mexico is going to step up its pace after the auction gets announced and spectrum is ordered.

Okay, so Brazil is above the US and Mexico is maybe in line or slightly lower but you expect it will improve?

I think Brazil at or about US or standard levels of growth in Mexico slightly below at the moment but it should get back up to equal or greater.

Okay, thank you very much, we really appreciate it.

Sure.

Thanks Gary.

Your next question is from the line of Ric Prentiss with Raymond James.

Yes, good morning guys, how are you doing?

Fine.

Mind you not to forget the little team down in Tampa also as we go through all the baseball stories, also apologize if these have been asked, trying to still clone myself but it has not worked yet. In Latin America, I think you are getting much when you bought towers in Brazil, did you mention who they came from and what the price was and on the bad debt about $5 million in the quarter, did you mention which carrier that was from, was that from Mexico?

Yes. Hi, Rick, on Brazil, we have not specified the counterparty, it is a regional carrier in Brazil and priced around $200,000 a tower with a nice co-lo rate against that. So that is the answer there.

Yes, with regards to the bad debt we did not who the customer was, we talked about it kind of in the past being international customer and I will leave it at that but it is actually we were really excited about the fact that the payments had picked up significantly in the second quarter to the first quarter and we would expect them to continually pick up in the third quarter and the fourth quarter.

Okay and on the tax side, you mentioned in the press release that there were some discreet items that had caused book taxes to hit 50% in the quarter but do you expect back down to the low 40% for the year? Was there any more color on that and also can you update us on what kind of cash taxes you saw and what your NOL position is?

Yes on the 50% ETR, we just closed out our 2004, 2005 audit. So upon closing out that audit in terms of agreeing with the IRS in certain discreet items that was really what kicked up the rate in the second quarter and that is why we would expect for the full year to be kind of in the low 40s if you will in terms of the ETR that you should be thinking about for the full year. What is the second or the third question you had?

Cash taxes and NOLs.

I mean the cash taxes is around 10%, 12%, we would expect that to continue. I think the cash taxes for 2009 will be consistent with 2008 and the NOLs right now are about $2 billion all in, so we would expect them to be able to take care of us or our tax provision if you will, cash taxes, till 2012 kind of the time frame.

Okay. And so just to close on the taxes item, so the 50% ETR for the quarter and low 40s for the year really had no effect on cash taxes because they --

No it did not, that is exactly right.

Yes that is just an accounting calculation. You are right on the money there.

Okay and then the final question is Jim I think you just mentioned interest expense did not go up appreciably, kind of stable over the next few years, but is there an opportunity maybe to bring down some interest rate given the low leverage, investment grade just kind of how you have the balance sheet structured?

There could be – we are work our way through over the next couple of years. We have got a very nice securitization in place it is not due until 2014. I think it is 5.61% sort of blended interest rate there so I think that will be a little bit tough to bit, but on the bond side, we are definitely going to try to work that cost down.

Okay thanks guys.

Hi, this is Michael; I think we have time for one more question.

Okay. Your final question is from the line of Simon Flannery with Morgan Stanley. Shaun Horn – Morgan Stanley: Hi, this is Shaun Horn [ph] on behalf of Simon, just what level of leasing activity do you expect from Sprint for the rest of the year into 2010 and do you believe that after the close of the outsourcing agreement with Ericsson that Sprint we will pick up activity?

Sure Shaun. We had announced a couple of calls ago that we had Sprint Nextel in the 2009 guidance for almost no incremental new business. No, we have not changed that view through the course of the year. So while Sprint Nextel is not spending CapEx we anticipated that and did not include it in our planning. Shaun Horn – Morgan Stanley: Okay and then on the Ericsson?

So I do not think it is too relevant, it is a matter of insourcing or outsourcing heads in maintenance functions for the network which really does not affect leasing or decisions to expand or invest in the network. Shaun Horn – Morgan Stanley: Okay thanks.

Sure.

And that will be it, do you have any concluding remarks?

No, just thanks again everybody for joining the call. We are going to get back to work and try to keep going this business on your behalf and we appreciate you joining us this morning. Thanks.

This concludes today’s conference. You may now disconnect.