Good morning. My name is Tracy and I’ll be your conference operator today. At this time, I would like to welcome everyone to the American Tower third quarter 2009 earnings call. All lines have been placed on mute to prevent any background noise. After the speakers remarks, there will be a question-and-answer session. (Operator Instructions) I’d you now like to turn the call over to your host, Mr. Michael Powell, the Vice President of Investor Relations; please go ahead.

Thanks, Tracy. Good morning everyone and thank you for joining American Tower’s conference call regarding our third quarter 2009 financial results. Please note that we posted a brief presentation to accompany this morning’s call on our website, which is www.americantower.com. If you haven’t done so already you may want to download this presentation as we will refer to it at various times throughout our prepared remarks. The agenda for this morning’s call will be as follows. I’ll provide an introduction and highlight certain key metrics from our third quarter 2009 financial results. Following this, Tom Bartlett, our Chief Financial Officer, will go over our third quarter results in detail. Finally, Jim Taiclet, our Chairman, President and Chief Executive Officer will then give closing remarks, including his thoughts on current key business trends and of course, after these comments, we will open the call to your questions. Before I begin, I’d 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, 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 results to be materially different than 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 June 30, 2009 and our other filings with the SEC. We urge you to consider these factors and remind you that we undertake no obligation to update the information contained in this call to reflect subsequent events or circumstances. With that, I’ll begin the call with some of the highlights of our results. Please turn to slide four of the presentation for a summary of our third quarter 2009 results, compared against the third quarter of 2008. You’ll note that we reported total revenues of approximately $444 million, reflecting growth of 8.5% from the year ago period. Our results for the third quarter 2009 include a $6.7 million net one time revenue item within our rental and management segment related to a termination agreement with one of our U.S. broadcast customers. Tom will provide additional color on our core growth for the business excluding this one time item and the impact of foreign exchange, rate fluctuations and straight line accounting. Our adjusted EBITDA for the quarter was $304 million which is a $9.6 million increase from the prior year period. Our operating income for the quarter increased 16% to approximately $179 million and finally, income from continuing operations was up 11.5% to approximately $68 million or approximately $0.17 on a per share basis. Now Tom, I’d like to turn things over to you at this time.

Thanks, Michael and good morning everyone. I’m again pleased to report that American Tower continued its track record of consistently delivering strong revenue and adjusted EBITDA growth during the third quarter of 2009. Please turn to slide five to review some of the highlights. Our core growth rate for tower revenue which excludes the impact of foreign currency exchange rate fluctuations, straight line lease accounting and a $6.7 million one time termination agreement with one of our U.S. broadcast customers was 10.3%, relative to the third quarter of 2008. We continue to generate an industry leading adjusted EBITDA margin of 68.5%. I’d like to highlight that we have maintained this margin level, while doubling the size of our portfolio in Brazil and launching our India operations. We remained focused and disciplined while evaluating opportunities to selectively deploy our capital. We believe these investments will not only drive a core growth in our portfolio, but also enhance our return on invested capital. Highlights during the quarter and to-date include the construction of 267 sites across our portfolio, the acquisition of 230 communication sites in Brazil and 74 in the United States, and the purchase of 326 sites in India, which closed just subsequent to the end of the quarter. All told, just under 900 sites added over the last 90 days for about $120 million. In addition, we also redeployed approximately $118 million of our excess cash flow back to shareholders through our share repurchase program. In fact, we purchased back almost $900 million since the beginning of 2008. In addition, our balance sheet remains in a solid position and the strongest in the industry. Net leverage for the quarter was 3.3 times. The reduction from the second quarter is primarily a result of nearly all of our 3% convertible note…

Thanks, Tom. Good morning, everyone and thank you for joining us on the call today. As Tom very thoroughly described, American Tower again delivered strong operational and financial results in the third quarter. The meaningful and consistent growth in our revenues, profitability, and cash generation speaks to the sustained demand for tower space in our served markets and to the company’s exceptional execution capabilities. I’d like to take a moment to commend our people from Seattle to Boston, to Sao Paulo to Kolkata, but it’s a probe work ethic and commitment to customer service that makes these kinds of results possible. As an investor, you should know that everyone at American Tower through our performance management system has specific goals and objectives that contribute to driving company performance as ultimately measured by recurring free cash flow per share. We believe this metric captures the most important elements of effectively managing a company such as ours. These elements include revenue growth, cost control, interest expense management and redevelopment capital expenditures. This metric also captures the ability of the business to distribute cash beyond funds needed to grow back to investors through share repurchase by the company. As Tom noted in his presentation, we delivered approximately 18% improvement in recurring free cash flow per share in the third quarter of 2009 over the prior year period. We intend to provide this metric to you on a go forward basis in our future earnings releases too. Another critical benchmark achieved by American Tower during the third quarter of 2009, was the company reaching 11% return on invested capital. Our improvement in ROIC over the course of the year has been driven by two major factors: The continued solid performance of our existing assets and the efficiency, with which we have been adding new…

(Operator Instructions) Your first question comes from David Barden - Banc of America.

I guess first, I have to say I’m a little disappointed that you guys chose to defer putting out 2010 guidance. I think the visibility in this business and your ability to differentiate yourselves with laying out a view for a year ahead was one of the things that makes these companies different and underscores that difference. So I’d love a little bit more color around why you chose to do that? Second, with respect to the one timer, Tom, we heard a lot about the margin being I guess 68.5%, but when you take that out, it’s actually below 67% and seems a little off trend. You seem to suggest that that might be related to margin softness in the international operations. So I’m wondering if you can kind of clarify, how we should be thinking about margins on a go forward basis. Then with respect to the guidance and the one timer, by reiterating guidance and then noting that you have a $6.7 million one timer in the quarter, are you effectively lowering guidance for the year, if you could clarify that? Thanks.

David, I appreciate your first comment, but as I mentioned, we are going to be issuing guidance in just a few months’ time and that’s when most companies issue guidance. So you cover a lot of big companies, so I’m sure you can appreciate our stance there. With regards to the one timer, we’re also now have a lot of scaling going on with obviously India and the new acquisition and the business there. So as we continue to scale and continue to improve the profitability there, which is by the way EBITDA positive, I would add. I think you’ll see the kind of trends in gross margin as well as EBITDA that we’ve had in the past, but the increase in OpEx and SG&A quarter-to-quarter sequentially was really as a result of having the full quarter, if you will, of that deal. What was your last question, Dave?

The guidance question for 2009?

Our guidance, I mean it’s pretty broad. I mean it’s kind of interesting in terms of the tower companies actually issue guidance. I mean it’s a pretty broad span, if you will, in terms of what the guidance looks like and what the midpoints look like, because of its wideness we’re not changing guidance. We feel very strong about where we are and how we’re going to end the year so we think we’re going to end on a very strong note.

Just to me clear Tom, should I subtract $7 million from the guidance or should I add $7 million to the guidance for the one timer?

Dave, just leave guidance alone.

Your next question comes from Jonathan Atkin - RBC capital.

With respect to Transcend deal in India, I wonder if you can comment on any particular aspects of those assets that you found appealing and then just more broadly, it seems that India and Brazil is where you’re most likely to make either carrier or third party tower acquisitions. Is that a correct assessment?

With regards to Transcend I don’t mean in some of the things that we have released in terms of the acquisition price and we’ve take $20 million for the towers, so we actually them for about $65,000 per tower. Tenancy is pretty consistent with the existing Towers there either in kind of the 1.3 range, as we go very good I mean, having now the management team in place on ground and having the scale that we’re building there, we’ll be able to add on these kinds of portfolios we think on a pretty regular basis so, we feel pretty good about this particular transaction. It’s not going to really move the dial if you will in terms of kind of fourth quarter margin or fourth quarter revenue. It is just 325 towers, but again I think it demonstrates the success that our team over there is having and with regards to where we’ll be looking at portfolios, we believe that we’re going to be adding portfolios in all of our markets. Clearly, Brazil and India are kind of low-hanging fruit for us, if you will right now. We think we’re in a good position to add towers there and we’ve had great success and between those three markets, international markets. I think, we just about over 6,000 towers. So we had great success there over the last couple of years, but we’re very focused on adding towers in the United States as well.

In Brazil and India, do you find these are competitive bidding situations or not the case?

What we’ve done, Jonathan establish a position I think in both those countries, from a business model perspective, at least the leading tower company in each of those countries and so we do get an opportunity to do some negotiated transactions along the way.

Then on the outdoor dash assets, I notice this is kind of nitpicking but you eliminated the word dash from your CapEx breakdown, doesn’t look like you’ve expanded that in the recent past and less likely to see new investment in that, in that particular area?

No, we’re still on track, Jonathan it’s a long cycle product. I think for those that understand it, that there are permits, rights of way, licenses, etc., that you need to get and the design and sale process to the carrier is pretty long too. So, we’re investing in it we’ve always said that it’s a niche product that like our indoor dash, it’s a nice round out to our total solution. We’re still investing in it and it’s going to be modest as we’ve always said, we think.

Finally on the question of 2010, I understand your position about not giving quantitative guidance, but anything you can share qualitatively about the outlook for leasing growth, look like you might be roughly comparable to 2009 or would you expect any meaningful difference?

We expect the leasing environment in 2010 to be at least as strong as it was in 2009, Jonathan and what we’d like to do is just have a more accurate picture of merger acquisition activities that we’re working on that may or may not happen first part of the year. Also, currency we would want to have the most up to date currency to be able to incorporate to the guidance as far as FX rates and those are the reasons along with our customers’ budgets being more available and stable that we’re going to do this in the first quarter like most other companies do.

Your next question comes from Jason Armstrong - Goldman Sachs.

First, on just the key customer risk you had in Mexico around some liquidity fears can you update us there and maybe talk about sort the flow of cash payments, if it that’s started again and then second, just on core growth, you had mentioned 9.5% last quarter, that’s up to 10.3% this quarter. I’m just wondering, can you step us through how much including the XCEL acquisition for a full quarter sort of contributed to that up tick and maybe take us back to a same tower growth type metric, if you can, and how that’s been trending?

With regards to the use of cell, I think they’re making great progress down in Mexico. They are staying current on all of their recent business that we’ve done with them. We did not add any additional bad debt to them in the third quarter, so we feel good about where they are and they are paying in full and we anticipate that going forward. With regards to core growth, I think if you look at our core growth over the last several quarters, I mean it ranges in the 9.5% to kind of 10.5% range. So I don’t think that there are any surprises, yes there was a little bit of an up tick in this particular quarter, perhaps in the second quarter, for more perhaps full impact of the India operation. India’s represents about 2% of our total revenue. I think in terms of kind of same tower growth, it’s consistent with where we’ve seen it over the last few quarters, so I think as Jim pointed out, we feel very good about getting into the fourth quarter and ending the year.

Your next question comes from Mike McCormack - JP Morgan.

Just a couple things on the demand side, are you guys seeing obviously Sprint doing a lot more on the boost unlimited subs. Any significant change going on the iDEN network now that they’ve got sort of positive net subscriber adds on that network. Secondly, Jim your comment about HSPA Plus and some of the things that T-Mobile is doing there, AT&T is doing is as well. Is there anything significant there for the tower companies or is that more of software upgrade?

On the boost product, it’s been successful for Sprint Nextel, we’re happy to see that. I think it’s burdening the legacy iDEN network a bit, especially in larger population centers in the country. Sprint Nextel themselves announced that they were going to deploy some additional sites in the iDEN network to take care of those questions and issues. We expect that to happen in 2010, but it will be, again, modest in the context of what a typical national carrier would do in a typical year. So won’t be the full two thousand twenty hundred site kind of number probably at Sprint, but it will be a lot more meaningful than it was in 2009, which was de minimis. On the HSPA Plus, that’s a UMTS upgrade that enables sort of an interim speed improvement between 3G and 4G and the way we look at all those speed in broadband expansions, Mike, is that, yes, there are some amendments up front on some sites. Some of those amendments have revenue associated, some don’t, but as those networks begin to be used by subscribers and filled up, then you end up having plenty of value amendments and you’re going to end up with cell splitting along the way as well. So as more subscribers use more bandwidth due in part to these sorts of upgrades, we think that there’ll be additional length and strength to our demand for tower space out in the future.

Your next question comes from Rick Prentiss - Raymond James.

Couple questions for you, maybe follow-up on David’s question earlier. Tom, on the ‘09 reaffirmation, if we think about, I think you said you’re at 75% of your midpoint through three quarters of the year, obviously face a lot of FX headwind earlier in the year as well. As we look to the last two months of the year, how would you kind of frame it as far as what would it take to hit the low end of your guidance? What would have to happen to hit the mid or high end? Just kind of frame it us as far as with the wildcards out there, for what is a very wide range?

Rick, you want me to get into modeling questions, do you?

Sure and 2011 depreciation and tax rate. What it would take, because it is a wide range and FX has improved significantly over the last couple of months.

Back to David’s question before, when I’m looking at our guidance and our midpoint, I’m not including the revenue associated with this one time event. As we’ve said all along, we’ve had strong activity in the second half of the year, was actually stronger than the first half, the activity, from the first half of the year in terms of signed activity and we think that’s going to provide us a strong basis going into the fourth quarter of 2009 and into 2010. So I don’t want to get into the modeling issues here with you, Rick, but as I said before, we’re reaffirming our outlook. We feel very good about how we’re going to end the year on a very strong note and this one time event even when we looked at the 10.3%, we backed out the effect of that one time event just to give you kind of the transparency in terms of what the real core growth of the business is. So when I’m looking at midpoints and looking at 75%, I’m not including the effect if you will, of that one particular event.

That’s good to know because it kind of, I think people were worried that you were including that one time in there to can’t be achieving that the guidance?

I specifically backed it out to given you a sense of really what our real core growth is.

Then on the balance sheet side, obviously some very significant movement, finally investment grade does mean investment rates. As you lookout, I think Jim and Tom, you both talked about further laddering, first steps. Can you walk us through, first, how much cash do you need to keep on hand in this business? As you look at your stock buyback program it dropped back to I think about $1 million in October so far versus a much faster pace. How do you look at managing the cash balance? How do you look at approaching the debt markets as far as changing out some further financings?

When you’ve got the kind of cash flow generation the business provides and you’ve also got a very active kind of M&A initiative going on, more or less around the world, there’s no one number for what sort of the minimum or required cash need is in a given month or quarter. We’re actually managing that dynamically, based on the pipeline of M&A activities that we have and what we think the capital markets are like sort of in that given quarter. So that cash number’s going to fluctuate and you can see it and you have seen it as you pointed out in the share repurchase activity. So when we think we need to build cash for an M&A set of opportunities, the share repurchase may dip downward as far as the rate. If we’ve got more cash than we need to do what’s in the pipeline, you’ll see us turn the rate back up. So it’s a pretty simple mechanism if you will and it’s all enabled by the fact that the business throws off significant cash flows and that we’ve got lots of opportunities out there that we’re looking at.

On the refinancing aspect?

We obviously don’t have to do any refinancing. We’re at a nice position from that perspective. We’ll continue to take a look at some of those obligations that we have out in the 2012, 2014 time to see what makes sense, but the most significant items that we really wanted to refinance were the ones that we already have, the ones that matured in 2012, which is this last one that we just called which is that $500 million. So we think we’ve done a lot of work on the balance sheet to continue to kick out the tenors and we’ll continue to monitor, see how we want to handle the 2012 and 2014, but there’s nothing that we have to do right now relative to those maturities.

I’ll just echo that it was pretty impressive rate. It definitely opened a lot of eyes, so job well done on that.

Your next question comes from Simon Flannery - Morgan Stanley.

Just to clarify on the broadcast customer, Tom, what sort of size impact is that on Q4, the amount of revenues that they took and any other commentary on other expected churn? Then I think you referenced briefly looking at your options once your NOLs expire. Can you just give us an update on timing and thoughts about status and what you need to do to prep for that?

Relative to the one broadcast customer, it’s minimal in the fourth quarter. So I wouldn’t expect it to have any impact at all really significant impact at fall the fourth quarter.

Just to add Tom, that was a very long term buyout of a broadcast contract, Simon, and that those go for many, many years into the future. So when you take it on a monthly, quarterly basis, it’s not going to affect materially the churn rate of the revenues of the Company.

Relative to the NOL, Simon, as I’ve said before, we’re looking to, given current course and speed, probably utilize the NOLs in a 2012, 2013 kind of timeframe. So we do have some runway, if you will in terms of being able to look at our various options. What we are spending a tremendous amount of time internally now working with a number of different advisors, on what our options are, what our strategies are and what our best path forward is and when we land on what that best path forward is, we will obviously let you know.

The growing international presences complicate that, or can you work through that…?

We believe we can work through that on a number of different structures.

Your next question comes from Jonathan Schildkraut - Jefferies.

In your prepared remarks and the presentation, you highlighted the size of the backlog. I was wondering if you could compare that maybe some prior periods to give us a sense of where it stands versus kind of historical activity and I was also wondering if you can give us a sense as to some of the application activity in the quarter and then I’d like to ask one question on India, following that. Thanks.

I can take the first question. Just in terms of the backlog, I believe I go back and take a look about 12 months ago, it’s up about $0.5 billion, so it sizable increase in terms of year-over-year activity.

On the application front, Jonathan, we’re seeing a nice, healthy increase in the second half of the year. Many of you know, how our business process works, which is customers put in applications for sites, either new sites or upgrades. Those can take from 60 to 90 days to get fully completed and converted into a commenced contract which then begins to build revenue and so we have a very positive trend of signings in the second half of this year which gives us some good confidence into what we’re going to see as far as commencements and billings in 2010. So it’s a pretty good picture right now.

In terms of India, just had a couple of questions here, you just finished this recent acquisition and I was wondering just in the sense of how disciplined you’ve been in that market, if there have been M&A opportunities that you guys have passed on or bid on that have gone to other people that just were kind of outside of your required return rates. Then further along in that market, we’ve read a lot about some tower sharing agreements among some of the larger providers in the Indian market and I’m wondering how you view those from a competitive perspective and whether those are maybe not in circles that you are or whether they are in fact competitive. Thank you.

As in all the markets we’ve participated in over the last seven, eight years I’ve been here, we win some deals and we’ve lost some deals or some of the deals didn’t trade at all like the T-Mobile divestiture in the U.S. that didn’t happen about two years ago. So sure, the answer is we’ve been in situations where others may have out let us even in India, so that has in fact happened, but we stick to our price discipline and we also have the long view that sometimes these things come back around. So we’re not going to overpay on the first iteration. We may never see it again, b0ut we may see it in a second iteration at a price we like. So, that’s how we approach it we’re going to keep the discipline in India as we have in other places. There is some tower sharing agreements in India. There are also some in other markets that we operate in. They’re a portion of the site leasing traffic, if you will, in a number of markets, but there’s still plenty of room including in India for the kind of business that we conduct and we think we’re going to be very successful there as well.

Your next question comes from Philip Cusick - Macquarie.

While recognizing you’re not giving 2010 guidance, I wonder if you can help us think about how you look at both the 4G builds, both from Clearwire and from Verizon as it does amendments through next year. Can you help us get an idea of sort of what you’re expecting over the next 12 months on that?

On the Clearwire front, the application stream that I mentioned earlier is significantly benefited by Clearwire in the back half of 2009 in our company and so we do expect that they’ll have meaningful commencements in 2010. There will be a material new business customer for us for billings next year and when we pull the guidance together in detail and provide it to you all in the first quarter, they’ll be included in that. Verizon is active on a number of fronts including just building out its normal couple thousand sites your network plan and the 4G that goes with it. Again, some of those 4G amendments on an existing network like Verizon have revenue associated with those and some can be included within the rights that are already on that tower. So we will see some applications and we have for Verizon LTE, many have some revenue that go along with them and that’s happening now, but it’s not necessarily at the game changer level yet. Again, Phil, as I said earlier, what’s encouraging for us as we view the long term aspect of our business is every carrier that steps up to 4G and we basically talked through almost all of them today over the next two, three, four years is going to need to invest in this network in a material way and that’s going to lengthen our opportunity. So it’s applications in the short term, we think important in the long term with 4G in terms of Verizon and others that have existing networks.

Your next question comes from Gray Powell - Wells Fargo Securities.

I just have a few. I know you touched on this already, but can you just kind of talk about what you’re seeing in terms of booking trends in Q3 versus Q2, possibly quantify some of this increase that you’re seeing in the second half and then what do you expect to see in terms of bookings in Q4?

As I take a look at and as we said, the third quarter signed and actually commenced business has been picking up as we said. I mean I think it’s consistent with how the carriers have actually been talking about their build out plans throughout the year. Q3 was I think a very solid quarter for us in terms of signed and commenced new business and we expect to actually pick that up further into Q4, as Jim was saying, which really reflects some of the new Clearwire activity. So I think we’re ending on a very positive track and I think as I said before, we’re positioned well as we go into 2010.

Then switching subjects, can you just tell us what local currency revenue growth in Mexico and Brazil are tracking towards in 2009 and then with the spectrum option in Mexico coming up, how would you expect that Q1 to impact 2010 trends?

Together, Mexico and Brazil have been growing in 2009, about on pace with the total company on pace with the U.S. growth rate and Mexico being a little lighter than normal and Brazil being a little heavier than normal, just based on the timing of options and new peck trim and new entrants in each of those countries. So for 2010, again, not having quantitative guidance here quite yet, but kind of a qualitative sense would be together Latin America will be around the same or potentially a shade better if we get a Mexican spectrum option the first part of the year.

Then just last question, redevelopment CapEx moved lower this year after I guess heightened levels of spending in 2008. How should we expect that to trend going forward?

We’re not giving guidance here, but I think you should be thinking of that consistently with how we’ve been spending in the 2009.

We had a project last year in 2008 with one of our Latin American customers where we committed to do some redevelopment specifically to their needs and the lease rates were higher that went along with that. That program’s wrapped up and so as Tom said, redevelopment in the future is going to look a lot more like it did in the back half of this year.

Your final question comes from Michael Rollins- Citi.

Two follow-up questions; firstly, just to go back to guidance, realize there’s already been a number of questions on it, but for ‘09 if you go back to the disclosures in the 2Q press release, you’re estimating an impact from foreign exchange rates of a negative two percentage points at the midpoint of guidance. Can you give us some sense to where that is today based on the way FX rates have moved to date? Then the second question that I have is just on revenue churn. Can you give a sense of how revenue churn has been moving through your model? Is there anything that you see any kind of activities that you see that could pickup that revenue trend over the next 12 months or things that have happened in the past that you don’t think will happen next year that could actually reduce that rate of revenue churn? Thanks.

I think with regards to the FX, I mean on a sequential basis, there was actually a bit of a pickup with relative to FX, kind of a year-over-year basis. So Michael, I think we’re still pretty consistent with where we were back in the second quarter release. So I don’t think there’s any impact and there’s obviously no impact to kind of the core growth and relative to churn, we still are obviously underneath kind of the 2% level. What you may see, and again, this is not guidance, but what you may see going forward into 2010 is the delay in some of the broadcast churn that occurred perhaps later in the year, benefiting us, then we had thought just because of the delay in the spectrum itself coming off. So you may see a bit of a pickup on a year-over-year basis relative to the broadcast churn in 2010, but again, not significant but just in response to your questions.

Yes, Mike, if you just get a chance later, refer back to page six on the presentation that’s on the website, the Q3 ‘09 impact of FX was a negative 2.1, so there’s a quarter left and you could make an estimate on what you think it might be in the fourth quarter, but as Tom said, it’s pretty consistent in the third quarter from what we said we thought would happen.

Great, well thank you very much for taking the time to listen to us and we look forward to reporting results for the fourth quarter in a couple months.

Have a great day, everybody. Good-bye.

This concludes today’s American Tower third quarter 2009 earnings call. You may now disconnect.