Good morning, my name is Alice and I will be your operator today. At this time, I would like to welcome everyone to the American Tower 2Q 2010 Earnings Call. [Operator Instructions] Ms. Leah Stearns, you may begin.

Thank you, and good morning. Thank you for joining American Tower's conference call regarding our second quarter 2010 financial results. Please note that we have posted a brief presentation to accompany this morning's call on our website at www.americantower.com. If you haven't done so already, you may want to download the 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 will provide a brief introduction and highlight certain key metrics from our second quarter 2010 financial results. Following this, Tom Bartlett, our Executive Vice President and Chief Financial Officer, will go over our financial results and provide an additional overview of our expectations for 2010; and finally, Jim Taiclet, our Chairman, President and Chief Executive Officer, will give closing remarks including his current thoughts on key industry trends. After these comments, we'll open up the call for your questions. To maximize participation during the Q&A portion of the call, we kindly ask that you limit your question to no more than two parts. If you do have more than two questions or if you think of additional question, feel free to add yourself back to the queue and we'll do our best to answer as many questions as possible in the allotted time. 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 those regarding our 2010 outlook, our stock repurchase program, our pending acquisition of Essar Telecom Infrastructure Private Limited and any other statements regarding matters that are not historical fact. You should be aware that certain factors may affect us in the future and could cause actual results to differ materially from those…

Thanks, Leah, and good morning, everyone. I'm pleased to report that our second quarter 2010 results came in right on plan as we continue to execute on our strategic priorities for the year. If you'll please turn to Slide 5, I'd like to begin with some highlights from our Rental and Management segment. Overall, we reported Rental and Management segment revenue growth of 12.2%. Excluding the impact of foreign currency fluctuations and straight-line lease accounting, our core growth was 8.6% relative to the second quarter of 2009 with foreign exchange positively impacting our reported results by 1.4% and straight-line positively impacting our reported results by 2.2%. Additionally, and as I highlighted on our last call, three discrete items will continue to impact our results during 2010. These items include the impact of broadcast analog churn, the completion of a customer take-or-pay agreement, and a customer settlement, which combined, negatively impact our reported revenue by about 1.7%. So excluding the impact of these items, our core growth would have been over 10%. In the U.S., core growth for Tower revenue was 8.4%, excluding the impact of these discrete items. During the quarter, we continued to experience a strong leasing environment with signed new business up by approximately 10% and commenced new business up approximately 25% relative to the same quarter of 2009. Our solid performance in the U.S. was complemented by over a 21% core growth in revenues from our international markets. And finally, our results include a year-over-year increase of approximately $9.8 million in straight-line revenue, which reflect a contract extension with one of our major U.S. customers from the beginning of 2010, which we highlighted for you during our first quarter call, and the impact of a new agreement with our largest customers in Latin America which contributed to…

Thanks, Tom, and good morning to everyone joining us on the call today. Our strong second quarter results show the Tower business model is driving as the wireless communications industry transitions to delivering true broadband data services to consumers. At American Tower, we continue to be excited about both the current and future prospects for our industry and for our company. We're confident that the robust advancement of high-speed wireless data services will continue. First in developed markets such as the U.S., followed by developing economies around the world. A number of key trends support this conclusion. Let's first consider handsets. Global handset sales were up 13% in the second quarter suggesting that wireless growth is back on track in the wake of the 2008 financial crisis. Moreover, major handset manufacturers, including Nokia, Samsung, Motorola, Sony Ericsson, RIM [Research In Motion] and Apple are emphasizing Smartphone investments and the sales opportunities that they bring to drive their future growth. And there's plenty of offsite for the deployment of Smartphones. Even in the U.S. and Western Europe, Smartphone shipments were just 30% of all handsets. And in developing markets, in the EMEA region, Asia and Latin America, the proportion of handset shipments that were Smartphones was only 10%. With the handset manufacturers focus on Smartphone unit growth, prices should come down and choices to consumers should increase. Thereby, leading to greater penetration of Smartphones in both the U.S. and internationally. The U.S. is the leading market with respect to innovation in wireless and consumer readiness for Smartphones and carriers are reporting shortages of their most high-end handset offerings, such as AT&T's Apple iPhone 4, Verizon's Droid and Sprint's HTC EVO 4G. Consumer demand for faster wireless data services is proving to be voracious, and a competitive mobile broadband platform is essential…

[Operator Instructions] Your first question comes from the line of Mike McCormack with JPMorgan.

This is Manish Jain for Mike McCormack. I just wanted to get an update on a couple of things. One, the potential for REIT conversion, just your thoughts on timing and how close you are to making a decision in terms of that conversion. And then secondly, if you guys are expecting any contributions from LightSquared this year and kind of how you're thinking about contributions from Clearwire and LightSquared in 2011 given their funding concerns?

This is Tom. Let me first take the REIT and then Jim will take the LightSquared one. With regards to the REIT, we continue to do our homework and the journey to investigate the prospects for moving to a REIT. We entered the year with $1.3 billion worth of net operating losses, current coursing speed. But given the first two quarters of results, we still have over $1 billion of net operating losses so that will extend us to 2012, so that would be the timing when our net operating losses actually expire. And from a tax perspective, we continue to work the private letter ruling process. Internally, we continue to model our business as well as working through some of the operational aspects of moving to a REIT. We still obviously need board approval and shareholder approval. So it's a long-term journey and we're in the middle of it at this point.

And Manish, on the issue of wholesale providers for 4G, Clearwire has been a great success story and they're one of our largest new business customers and I'd offer one of our best customer relationships currently and hopefully going forward. And LightSquared is apparently on track to attempt to replicate that kind of success and that's going to depend on their ability to get funding and Clearwire's ability to get additional funding in the future. Clearwire has the benefit of -- announced an active wholesale customer in terms of Sprint and others, and LightSquared probably would be benefited by announcing a similar kind of relationship which we haven't heard about yet. So I think those are some key elements funding in your customer base and we're excited about being a partner with Clearwire and we hope that LightSquared achieves that same level of success.

Your next question comes from the line of Rick Prentiss with Raymond James. Richard Prentiss - Raymond James & Associates: I'm glad to see the Essar transaction get the foreign investment approval. In your guidance, when do you assume Essar closes because I think last quarter, you said a half year of Essar might have been about $40 million in revenue and $15 million in EBITDA. Are you thinking mid-quarter, anything in the quarter? Just kind of wondering exactly how much Essar.

Yes, Rick, we're assuming really four months of activity from Essar so the end of August or the beginning of September close. Richard Prentiss - Raymond James & Associates: And then obviously as International continues to get big with a lot of opportunities as, Jim, you were talking about, what are the thoughts as far as breaking out International as a line of business or a segment and then looking towards the day maybe of having a taxable REIT subsidiary? How do we think about looking at our models longer-term on the international side?

Rick, this is Tom. There are a number of elements that go into looking at segments and segment reporting and we continue to evaluate that. We do try to disclose and be transparent relative to our international operations. Clearly, with Essar, it will kind of breaking the 20% of revenue coming from international markets. So we continue to evaluate that and, as I said, until the time if that time comes, we'll continue to provide, we think as much information as you need to be able to evaluate all of our segments, whether they're in the international or U.S. markets. Richard Prentiss - Raymond James & Associates: And the final question, $530 million left to spend the second half of the year as far as excess cash, how do you look at any large carrier transactions out there? Are there any that we should be thinking about in the U.S. or in Latin America and what that might mean for your cash or leverage?

Well, Rick, it's Jim. There are no publicly announced auctions for U.S. carrier portfolios at this time that we're aware of, nor are there any in Latin America. Now having said that, we're in contact with all the carriers domestically in the Latin America market. We're familiar again over many years of having them as either customers or collaborators in the past on transactions. So we feel we're in the pole position to understand if those upchase [ph] (52:07) become available, but they aren't any publicly announced ones yet that we are aware of.

Your next question comes from the line of Jonathan Atkin with RBC Capital Markets.

I got a question about Latin America and India. Latin America, you talked about customer agreement there driving some of the increased EBITDA. I was wondering if you can elaborate a bit on that. And then India, you got two competitors, one of which is independent that can exercise. So just trying to get a sense of how you compete in that market and is your growth going forward mainly organic or you're going to look further with acquisitions?

Jonathan, it's is Tom. Let me take the first one and then Jim will take the second one. With regards to our largest Latin American customer, we have effectively put in a new agreement with them in Mexico. We are actually amending the current lease terms so that the average remaining terms end between 2019, '20 and '21. So we extended it out about 10 years. We increased the minimum escalation rate. We actually now have changed the functional currency of the U.S. dollar-denominated contract to the peso, and as such in the second quarter, the peso is now the functional currency in Mexico. We have a discount, which is applicable to their annual lease rate and in addition, and I think as you've asked in the past, we've converted their outstanding accounts receivable net as of April into a long-term interesting-bearing note receivable, so in this agreement was effective as of the beginning of the quarter. So the impact it has on the quarter, as I mentioned in my remarks, is that it had the impact of increasing the straight line of revenue, which is reflective in our updated outlook as well as reducing some cash revenue which about net to zero if you will for the entire year.

And Jon, regards to India, our goal is not to have the largest Tower portfolio necessarily in India. It's to have in that market one of a number of complementary international markets to our U.S. base. And so, our main metric is really tenants per tower versus the number of towers because that's going to drive profitability for us and return on invested capital. And with over 7,000 towers pro forma post the Essar transaction -- and by the way, Essar is bringing tenants per tower of over 1.8 to our portfolio on day one. We're going to be in great shape on the metrics that we think are most important in India for us.

And then on Distributing, on Outdoor Gas, I'm just wondering if you have any updated views on gross opportunities there. What percentage mix of revenues that might grow too ultimately. I think in the past, you've mentioned low single-digit percentages. I know you're finding any change until your willingness to adopt third party debt solutions as opposed to conventional threshold approaches.

Jon, when it comes to Distributed Antenna Systems, we look at it together, indoor and outdoor, similar technologies, similar types of arrangements of customers, etc. And we are the largest indoor gas provider with about 200 locations in the U.S. We've actually got a couple up and running in Latin America too. And on the Outdoor side, we've got a few systems again up and running with customers now, about 300 nodes being put out there. So it's again going to be in the context of 20,000 towers in the U.S. and another 10,000 or 12,000 outside the U.S. as we close Essar. It's a small piece of our business, we think it will always be. We like to take it from a couple of percent up to 5% of revenue as we grow the rest of the company, so it will be meaningful. It's again one of those five or six complementary initiatives to our core U.S. Tower business that we'd like to develop and boost growth. And then from a carrier interest perspective, it's similar I think over the last 18 to 24 months, some interest was generated on some mid-solutions. They are more expensive and harder to engineer for the carrier so they haven't elevated in the priority list, but now and then, the carriers are willing to go to that solution. We want to be able to provide it as a rounding out of our offerings. So that's where we see DAS fitting in.

Your next question comes from the line of Brett Feldman with Deutsche Bank.

A couple of your peers have talked about improved leasing backlogs into the second half of the year. I think that's sort of the consensus expectation. I was just wondering if that's sort of what you're continuing to see in your business. And then just a follow-up on something. I think you alluded to on the last call, you said as part of your REIT conversion analysis, you may have to pay a purging dividend, is there any update on that at all?

Sure, Brett, it's Tom. On the first one, I think as we've even said in the first quarter call that we do expect more momentum into the second half of the year. I think it's pretty consistent with what we've actually seen over the last several years and is overall consistent with how the carriers actually spend their capital, so we would expect a stronger second half of the year than first half. And we've even seen, in the second quarter, an increase-commenced new business than we saw in the first quarter versus last year. So I think we're seeing those continued trends. Relative to the purging dividend, it really refers to the earnings and profits that exist in your business from a tax perspective and that needs to be purged or your earnings or your profit needs to be cleaned out or zero before you actually make the conversion. And we're actually going through the analysis, that's one of those steps that we're doing looking at both foreign as well as U.S. domestic, which is really the element relative to the purging dividend. And we should know something final, probably over the next three months or so, Brett. So no new news on that, but we continue to be optimistic about it.

And just on that net debt dividend issue, I don't know how much discretion you guys have and the timing of that relative to when you would convert but there's obviously, some believe that the tax rate on dividends, might increase next year. Would you have the flexibility to potentially accelerate the payment of a purging dividend into 2010 even if you weren't really going to do a conversion until 2012?

You could in the form of dividend. We don't expect that candidly, but yes, you could do that.

Your next question comes from the line of Jason Armstrong with Goldman Sachs.

Maybe first, just back to the guidance. I know it's the revenue guidance from the changes from last quarter, it seems like Essar and new sites are plus 30, and straight line and currency is plus 20 and then that's netted against an extra 10 million in cancellations for the plus 40. So A, I want to see if that's sort of the right map and then B, as we look at how the guidance sort of makes its way down to EBITDA with the $20 million hike there, just given all the moving parts, can you help us think through how the revenue down EBITDA conversion sort of filters through? It seems like the incremental margins might have suggest they're a little higher than EBITDA hike?

Jason, with regard to guidance overall, let me just review a couple of items. Regards revenue, we are now reflecting the acquisition of Essar Telecom, as you suggested, which should be about $30 million. We're also reflecting additional straight line and FX revenue of about $20 million due to the weakening of the dollar, our recent renegotiated plan with a large carrier in Latin America and some straight line revenue in the United States. We're also including some additional discount with that large carrier in Latin America of about $10 million as you suggested due to our renegotiated plan, which is offset by the contract extensions and higher minimum escalations. So all told, an increase of $40 million, 12% growth at the midpoint, 9% to 10% core growth. Regards to EBITDA, we're increasing EBITDA by about $20 million as I said as a result of the increased Essar-related revenue of $30 million plus the increased straight line and FX revenue of $20 million, offset by the $10 million cash discount with a large Latin American customer. Offset by Essar, direct expenses of about $15 million or so, associated with the $30 million of revenue. And business development expenses of about $5 million. So our increase in EBITDA is largely non-cash related. Consequently, our EBITDA growth is in the 10% range with our core growth in the 7% range. A couple of additional thoughts relative to the second part of your question. In the quarter, we have about $20 million of past due revenue and cost, about $7 million more than the second quarter of 2009. So if you back out these revenues and expenses which is margin-neutral, it takes our EBITDA conversion rate from about 72% to well over 80%, as I mentioned in my remarks, and then aiming on our 4,300 towers, takes it up to over 90%. And relative to our outlook, we're increasing revenues year-over-year by about $200 million and EBITDA $120 million. Past due is about $30 million higher in 2010 versus 2009 so our EBITDA growth of $120 million should be viewed to be on about $170 million of revenue. Aiding on some of our business development cost, SG&A cost to scale our business and the lower margins of the new towers with the lower tenancies, again our conversion rate is significant. So as we said in the past and as Jim remarked, we're investing for the long-term growth of the business and believe we can manage strong growth while continuing to generate industry-leading margins. Hopefully, that's helpful.

Just one follow-up on the REIT status, one of the only procedural hurdles would be number of assets sitting inside a taxable REIT sub, and there's certain tax around that. If you get further into the discussions with the IRS, how comfortable are you that the aggregation of these assets, whether International or DAS, or Services business will fit under the threshold for income and asset test that the REIT will require?

At this point in time, we feel very good. There's a lot of precedent out there for the types of things that we're doing, so it's not like we're creating new ideas or new thoughts here relative to the assets that we have in the U.S. We think that given that there have been tower companies that have borne [ph] (1:03:08) REITs before, obviously our assets we think qualify for REIT status. And with our international assets and some of those assets even in the United States that don't qualify perhaps as REIT-able, we feel very comfortable that they'll fit well within the income and asset tests.

Your next question comes from the line of Simon Flannery with Morgan Stanley.

Strong balance sheet is obviously one of your hallmarks, we've seen some very attractive financing rates added in the marketplace across both the towers and elsewhere in the sector given the low interest rate environment. Have you thought about sort of terming out your debt structure over the balance of the year or even revisiting -- maybe going to the higher end of your sort of historic leverage? And could you give us any sort of updates on now where you stand in terms of land owned, land under long-term leases? I see you continue to be active in that during the quarter.

Yes, sure, Simon. Relative to the debt structure, we continue to monitor every day what the rate environment looks like, how we're doing in the marketplace in terms of our existing financings and you can be rest ensured that I get called every day by just about every bank in New York. So we continue to monitor that and watch that very closely and we'll continue to be opportunistic to the extent that we can continue to increase the tenors on our debt which is really one of the main things that we're trying to do to better match the overall revenue streams that we've got in the business.

And with regards to land?

I'll guide and speak to that, Simon, it's Jim. As far as the U.S., 23% of our sites are on own land or land subject to capital lease which are typically 99-year leases. Outside the U.S., as an aside, we typically pass through land grant in Latin America or it's very, very inexpensive in India, so the risk there are much, much lower. We tend not to buy land in those markets because, again, the customer for the most part on a pass-through basis is bearing any kind of rent increase risk. Also if you look at the entire portfolio of the company, about 90% of our sites are on own land, land under a capital lease or land on a ground lease with over 10 years of life remaining. And if you just narrow that down to the U.S. it's over 94%. So we feel really comfortable with the basis of our real estate position under the towers and we have a very active program that seeks out those that are coming up for renewal to either buy them out or extend them.

Your next question comes from the line of the Michael Rollins with Citi Investments.

Just a follow-up, I think you mentioned earlier that with the NOLs that would take you into 2012. So as you think about a possible REIT conversion, within that context, would that be the beginning of 2012 or would that be the beginning of 2013? And the second question I had was just a follow-up on just some of the newer products that you've been working on. Can you talk a little bit more about whether it's the power initiative or gas initiative? Just in terms of maybe any further progress that you guys have made in the most recent quarter on those two things.

Sure, Michael. It's Tom. I'll take the first one, and I think Jim will take the second one. The election is actually for a full year, so the 2012 context that we've been talking about would be effective the beginning of the year. So it would be January 1, it would be a full year of 2012.

And with regards to new products?

On the generators, Mike, as in other industries to introduce new products, it takes time to get traction in large-scale projects with customers. So it's very small still but it's active. We've got vendor arrangements, maintenance arrangements all set. And we are doing this for our customers today, but not in a large-enough scale than it would get to where the DAS businesses is, for example. And on DAS, as I said, we've got almost 200 indoor sites up and running. We've got two outdoor DAS installations up and running with about 300 nodes in process, a number of more outdoor DAS projects in front of customers which we think many of those will be secured. So we're in the first or second inning of a 9-inning game here, I'd say it's probably on both those projects but we're still dedicated to pursuing them or we're going to do it.

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

I have a question about your growth trajectory, there's always been good correlation between wireless CapEx growth for the operators and the incremental revenues that the tower companies see and if we look at our assumptions for the wireless CapEx in the U.S., we we're looking for about 10% growth in 2010, but every quarter, we've been edging up these CapEx assumptions. So we're probably are looking for a 20% increase in the U.S. now. So I was just wondering why the outlook for your revenues has been more moderate than the increase we have seen on the operator side and if you could give some color on why there might be a discrepancy or if there's recent increase in the activities that just maybe accelerating growth for next year?

It's Jim. I'll try to address the question. And I think, generally, there is a relationship between increasing CapEx with wireless carriers and opportunities for revenue growth for the tower industry. I'm not sure it's ever necessarily been proven to be exactly one-to-one. There are timing issues as you've actually suggested here. There's also was the CapEx going into. At this point, couple of carriers, for example, are mainly investing in some software upgrades with some of their capital expenditures. Some are investing in backhaul from the towers that is through fiber or cable or other elements the towers don't necessarily provide. So there's a mix and a timing adjustment to try to make a correlation to tower leasing revenue. Having said that though, generally CapEx goes up, it means the carriers have dedicated to rolling out more advanced networks that's going to hit the tower industry in a big way over again some period of time in some fashion with mix, so we think it's a very positive correlation. It just may not be an exactly a mathematical one-to-one.

Your next question comes from the line of James Ratcliffe with Barclays Capital.

On currency hedging, now that you're getting close to about 25% of revenue coming international, what are your plans around the hedging and the U.S. dollar particular as in Essar borrowing in dollars to invest in other currencies. And secondly, on just thought from a role of any you plan to play out on the back haul side of things as carriers are deploying backhauls, that's going to be more of a coordination role or a business you could see yourself getting into?

Sure, James. It's Tom. You're exactly right. With the increase of our international pieces, we are becoming more sophisticated I think with regard to looking at hedging. One of the areas that we're thinking about and contemplating now, is also very consistent with some of our strategies in the REIT context is to look at that country financing, local country financing and that by definition will help hedge some of that currency that we're driving from those international markets.

And on the backhaul perspective, there are really two major approaches to backhaul aside from the traditional T1 and T3 fixed line. One that were very involved in is the microwave option. Clearwire happens to be using that now, so it's and embedded piece of their lease with us. So we're essentially 100% involved in microwave backhaul because there's a piece of the rent that's dedicated then to the microwave dish in installation. More of a coordinating role, I'd call it, on fiber to the tower or fiber backhaul. We would selectively invest, or co-invest I should say, with fiber providers that would like to reach the tower. We haven't done much any of that yet. But we're willing to do it. And so I say, it's more of a coordinating role with some potential investment in return on the Fiber side and it's a very involved role on the Microwave side.

Your next question comes from the line of David Barden with Bank of America.

Maybe just two quick ones, kind of revisiting some territory we've covered. Number one, Tom, could you just confirm that you in fact have sent in a private letter to the IRS and when that actually occurred and what if any, immediate feedback you've gotten? And then second, I guess we've talked a lot about all the moving parts to the guidance but it kind of sounds like at the end of the day, the core revenue growth expectation for 8% hasn't changed even though as we've heard wireless CapEx is growing, your peers have raised their expectations for second half. You guys yourselves commented that the second half was accelerating. So are we being conservative or are there reasons to believe that AMT can't participate in some of the growth other tower companies are expecting?

Dave, with regards to the PLR process, I think I'd like to just talk about it relative to a process. We're in the middle of that process as we speak and the dialogue going on between the agencies and the company. So when that process completes, we will then talk about the outcome of it, which we would expect hopefully in the next five or six months, it takes a while. With regard to guidance, I think that we are increasing our revenue guidance by $40 million. We have 12% growth at the midpoint, 9% to 10% core growth so I think that's very strong growth that we have in the business, we've talked about stronger leasing demand in the second half of the year. I think you need to take that in the context of how we put our original guidance out in the marketplace. So we don't like to continually upgrade our guidance and to change things quarter-over-quarter over quarter. We like to give, I think, our investor base some thought at the beginning of the year how we really think the year is going to end.

We have reached our allotted time for our question-and-answer session. Do you have any closing remarks?

No, I really appreciate everyone being on the call and your continued interest and to the extent that you have any follow-on questions, please feel free to give us a call. Thanks, everybody.

This concludes today's teleconference. You may now disconnect.