Good morning. My name is Brooke, and I'll be your conference operator today. At this time, I would like to welcome everyone to the American Tower's Second Quarter 2011 Earnings Conference Call. [Operator Instructions] I will now turn the conference over to Leah Stearns, Director of Investor Relations. Thank you, Ms. Stearns, you may begin your conference.

Thank you, Brooke, and good morning, everyone. Thank you for joining American Tower's Second Quarter 2011 Earnings Conference Call. We have posted a presentation which we will refer to throughout our prepared remarks under the Investors tab on our website, www.americantower.com. Our agenda for this morning's call will be as follows. First, I will provide a brief overview of our second quarter results. Then Tom Bartlett, our Executive Vice President and CFO, will review our financial and operational performance for the quarter. And finally, Jim Taiclet, our Chairman, President and CEO, will provide closing remarks. After these comments, we will open up the call for 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 those regarding our 2011 outlook, our pending acquisitions, our consideration to elect real estate investment trust status, our stock repurchase program 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, those set forth in our Form 10-Q for the quarter ended March 31, 2011, our Amendment #1 to our form S-4 filed on July 18, 2011, and in 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. And with that, please turn to Slide 4 of the presentation which provides a summary of our second quarter 2011 results. During the quarter, our rental and management business accounted for over 97% of total revenues, which are generated from leasing income producing real estate primarily to investment grade corporate tenants. This revenue grew 28% to nearly $584 million from the second quarter of 2010. In addition, our adjusted EBITDA increased 21% to $389 million, operating income increased 20% to $226 million, and finally, income from continuing operations increased to $113 million or $0.29 per basic and diluted common share. And with that, I would like to turn the call over to Tom who will discuss our results in more detail.

Thanks, Leah, and good morning, everyone. I'm pleased to report that our business produced solid results during the second quarter with our recent acquisitions in Latin America and EMEA further diversifying our overall revenue stream. As a result of our year-to-date performance and further certainty as to the timing of some specific international acquisition closings, we have raised our revenue and adjusted EBITDA outlook for the year. If you please turn to Slide 5, you will see that for the second quarter, our total rental and management revenue increased by approximately 28% to $584 million. And for the quarter, our core growth increased 24.4% and was generated by core same tower revenue growth which is comprised of escalators, new lease up and amendment activity less than churn of 8%, and core growth from the construction and acquisition of new towers of 16.4%. The key drivers of our core same tower growth during the second quarter include new business commitments in the U.S., which have been trending at comparable levels to 2010, with AT&T and Verizon's LTE network investments driving the majority of our U.S. leasing volume. And in Latin America, we've seen recent 3G spectrum auctions increase demand for our legacy sites as our customers plan their next generation network deployments, driving an expected improvement in consolidated leasing volumes for the first half of the year versus the same period last year. Our growth from new sites reflects the impact of our acquisition, our construction of over 10,000 sites since the beginning of the second quarter of 2010. Over 90% of these new sites are located in our international markets where we have found -- where we have focused on diversifying our portfolio across 3 key regions: Latin America, Asia and EMEA. And our growth from new sites also reflects…

Thanks, Tom. Our compelling second quarter results highlight the critical role that the tower sector plays in the expansion of wireless service, and American Tower's unique ability to capitalize on this phenomenon on a global basis. Our vertical real estate is the essential link between the supply and the demand sides of the wireless economy. On the demand side is the ever-growing consumer appetite for mobile services that transcend traditional voice and SMS, and take the user experience to a whole new level. Today, at full Internet connectivity, transactional and business productivity tools, social networking and entertainment at steadily increasing speed and quality is what the user is demanding. On the supply side, our more and more capable smart phones, laptop computers and tablets, plus the software spectrum, switching equipment and IP networks that result in the availability of greater mobile bandwidth. What connects the supply of mobile bandwidth to the demand of the consumer is the vertical real estate of the tower. As the nexus between the wireless industry and its end customer, our tower's base is highly valuable. Everyone in our company is dedicated to securing, expanding and retaining maximum value from our vertical real estate, and this is what drives the results that Tom so thoroughly described. The towers pivotal position in the delivery of wireless services secure based on the physics of radio frequency transmission. For the vast proportion of any given mobile coverage area, macro sites are the best solution. In addition, for any given geographic area with its own specific spectrum, topology and population density, when bandwidth delivery increases, the capacity and quality of the radio signal must also increase. As a result, as the mobile industry delivers more broadband capacity to an equal or greater number of users, existing networks will need additional…

[Operator Instructions] Your first question comes from Simon Flannery with Morgan Stanley.

Tom, you talked about as part the REIT process, the preparing the index inclusion discussion. Could you just update us a little bit on what your understanding NAREIT and others require for index inclusion, the main index, and where you stand on meeting those requirements. And then, if you could just update us on the status of the SEC subpoena, that would be great.

Yes, with respect to the indexing, we continue to believe that the majority of our revenue, 98% of our income is generated from income producing real estate, and largely, our customers are all investment grade. So when you line up our business versus the indexes is we think that we fall squarely within all of the indexes, including the majority of the NAREIT indexes, the RNC as well as all the indexes. So we've had a lot of ongoing discussions with them. We continue to update the investors relative to our business and ensuring that they understand the complexity of our business and the makeup of our business and how it lines up, we think with the indexes. And so we think we're in a good position and we think we are, again, squarely in the middle of all of the index requirements. Having said that, as you well know, the advisory groups supporting the indexes, it's difficult to predict. And so what we can do is to educate them and make sure that they understand our business and we'll see what kind of shakes out over the next 3 or 4 months. We expected it, again, that once we make the determination to be a REIT, and pay the dividend, the required dividend, that we should be in those indexes early in 2012.

And, Simon, this is Jim. From a logical perspective, what we've taken is the requirements for say the NAREIT equity, REIT index as an example, we've lined up the requirements, lined up our business right beside it. We feel it's right down the middle, but we do have to wait for the process to play out and let us know where it falls.

Understood. On the subpoena?

Sure. It's Jim, Simon. We've responded to the SEC's request for documentation and we're continuing to cooperate with them on their review. We provided them with a large set of documents related to our tax accounting and reporting. We believe the SEC investigation, in part, relates to one former employee's complaints that we received in the past that the company, as to which we investigated thoroughly and found no material issues all the way up to and including our audit committee and board. So this time, we can't predict the scope or the outcome of the SEC's investigation. But on that particular item, we've reviewed it thoroughly and we feel that the company is in good shape.

And just to be clear, it has nothing -- it has no impact on the REIT conversion process?

Well, we believe that the comments to the S-4 that we've gotten from the SEC which I think comes from actually a different department are ordinary course in nature, separate from the tax accounting and reporting matters involved in this other inquiry and we frankly, haven't received any indication that the request for documents that centered around those GAAPs tax accounting questions will impact the timing of our REIT conversion.

Your next question comes from Jason Armstrong with Goldman Sachs.

I guess one of your peers, Comcast specifically talked about domestically seeing expectations up 15% to 20% in the back half of the year, really sort of an inflection. You're not making that change that I can see in your guidance. It's more sort of FX related. Do you see the potential for the same uptick, I guess is the first question. And then second question, you, for a longtime, have had sort of this target of 30% of the business being international. We're obviously sort of approaching that. We haven't heard that for a while. I'm just wondering the time for a reset and the target percentage and what do you think that will ultimately be?

Sure, Jason, it's Jim again. On the U.S. demand side, our expectation and what we included in outlook is tracking very closely to reality this year. You might remember that, and this is my recollection of Crown's public statements, I believe they said that they had decremented 2010 to 2011 about 15% in their original guidance and they brought it back up I think about the same number. We've not decremented. We went from 2010 to 2011, we thought at or slightly above in the U.S. as far as the tracking performance. That's what we're seeing. It sounds like that's what CCI may also be seeing and I think it's in complete synchronization with our original outlook.

And, James, I just would add -- I might just add to that, on a consolidated basis, performance has been just as Jim said right where we expected it to be. The first half's commence activity is well ahead of 2010 with the U.S. tracking slightly ahead in our international markets well ahead of 2010 leasing level. And with regards to guidance, we are increasing revenue by $30 million, $25 million of that is actually due to the acquisition activity that we have going on. So it's a relatively small piece is actually related to FX.

Yes. And on the international target ratio, 4 or 5 years ago, I put out the 25% to 30% international target, alongside that growing U.S. business, and our team has actually been able to accomplish. We're going to probably see that by the end of the year, so we'll be around 30% run rate year end 2011. So having established that original goal is having international a major part of this company, and an ability, Simon and Al, execute transactions really anywhere in the world on a major basis. We're going to continue to seek to make investments that meet our return criteria and we're going to apply that approach to the U.S. as we've always done and abroad. And so rather than picking another number and tacking it on the wall, we're just going to continue to run our process, choose the very best opportunities as we move along here. Now just based on reality, the U.S. is still the vast majority of our revenue, probably will be for a long time, but I think we've hit that original target and we'd build a capability to just pick the best spots as we move forward inside or outside the U.S.

Great. And, Jim, just as it relates to where the potential international penetration could move to, I'm wondering is there any limitation as it relates to REIT status, is there income and asset tests that you'll be subject to? Obviously, you've got some balance sheet flexibility in terms of where you put leverage but any sort of limitation you would see as it relates to REIT?

We actually don't see any limitation. I'll let Tom give you some more details but we've looked at this from every direction. All the REIT tests can be satisfied. There are other REITs with large international operations as well, historically. There are a lot of tools to stay within the REIT test and Tom can give you a little bit more there.

Yes. Jason, as we've said and as you all know, converting to a REIT is a tax strategy for us designed to reduce the company's tax burden and provide a meaningful distribution to our investors. We don't expect that it will impact our core business strategy or growth plans. Our international operations, as I laid out in some of my slides, will be held within the taxable REIT subsidiary structure, the TRS structure, really to allow us to retain the cash flow generated by our international operations and fund the future international growth. The net asset value cannot exceed 25% of our consolidated gross assets, but as Jim said, there are a lot of different ways for us to be able to ensure that we meet that IRS requirement with the addition of leverage, external, as well as intercompany, or even moving the international assets into our qualified REIT structures as may REITs do. So we think we have a lot of vehicles available to us to allow us to continue with that ongoing and continued growth.

Your next question comes from Batya Levi with UBS.

Some of your peers has adjusted increased opportunity for tariff deals in the U.S. Can you talk about how you think about increasing your domestic portfolio? And the regulators have recently suggested that they're going to look at the AT&T T-Mo's 17,000 company-owned towers to see if there any divestitures to see if there are any divestitures that should be required. Do you think there could be an opportunity there and are there any limitations as it relates to the REIT status?

Batya, it's Jim. On the U.S. deal side, we've been U.S. deals for as long as I've been here. We did the first major tower consolidation. We've done 4 or 5 midsized transactions over the last 18 months in the U.S. even during the financial crisis, we're able to finance and accomplish those. So we're in the market all the time and we used our 10-year DCF model on large and small U.S. acquisitions when we see one we like, we go ahead and do it. So we don't have a large number of tower acquisitions to report year-to-date. I think it was sub 130s, as far as our tower count. That doesn't mean we're not looking at many things. But we're very disciplined here and we're very disciplined in the U.S. So things really haven't changed for us. We'll take the opportunities as they come, evaluate and we'll do them when it makes sense. As far as the AT&T and T-Mobile towers, that's a regulatory issue that we'll let the government look at and we'll stand aside from it. If there is an outcome where towers are available due to that or any process that goes on in the industry, we would certainly take a look at them.

Your next question comes from Ric Prentiss with Raymond James. Richard Prentiss - Raymond James & Associates, Inc.: I want to ask a couple if I could. On the REIT conversion process and the S-4, when do you anticipate the S-4 becoming effective and how does that fit into the timing of a shareholder meeting? And if the S-4 does not become effective, are there other options as far as the REIT conversion go?

Yes, Ric, we're actually -- have received one set of comments as Jim remarked and they're now responded and now we've received another one. So we're actually in the Second Amendment, if you will, phase of the S-4. The questions continue to get less, which is good and nothing that we didn't expect there at all. And we really are now planning to have this second amendment include our second quarter results which we would have normally had to do anyway. So we would expect to file that within the next couple of weeks. And we would expect over the next 45, 60 days, if you will, to be through this process. I think we're in a good step in terms of being able to accomplish that, which is consistent with our initial planning strategy to then have the -- in the fourth quarter, if you will, the shareholders meeting and then subsequent to that, the distribution. So we think we're in a good step right now. We're right where we expected to be, and as well as on the operational side, we think we'll be fully ready to be REIT ready on January 1.

And, Ric, just to put a larger framework around it, the merger outlined in the S-4 is designed primarily to implement some ownership provisions that will enable our company and really any company that wants to act as a REIT to more effectively comply with the IRS regulations and standards going forward sort of into infinity. We're not close to any of those ownership standards today, we're not close by a mile to any of them. So while we believe it's prudent to put those ownership restrictions in place, then it's a traditional thing that REIT converters do, those provisions are not a prerequisite or a requirement for REIT conversion. Now that's just the framework we intend to go after, get it done, have it done by the end of the year. But for any reason that we might get delayed on the merger front, that does not necessarily preclude us from conversion. Richard Prentiss - Raymond James & Associates, Inc.: And on the U.S. side, I know you don't want to talk about any specific contracts, as you look at master lease agreements and amendments, how do you balance the positives and negatives about your needs to show that you're collecting revenue on your towers and your empty space versus carriers needs as they go through plans? Just walk us through how you kind of would negotiate a contract or what are the puts and takes might be.

Ric, there are many, many puts and takes as you know, but I think our fundamental objective is to guarantee, to the extent that we can, a rise in revenue line with each and every carrier that we've dealt with whether it's inside in the U.S. or outside. In exchange for that rising revenue line, we've got to offer value to those carriers. Some would rather pay by the drink in a way, site by site, amendment by amendment. Others would like to bundle those and have an easier planning cycle and an easier budgeting cycle for them, quicker transactions, if you've already got that more complex transaction already standardized. And so we try to meet the needs of our customer and maintain a rising revenue rate faster than we think we otherwise could and that's the whole basis of our negotiation of an MOA.

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

From a real estate perspective, can you tell us the percentage of land you currently own under your towers and where do you see that percentage growing to over the coming year or 2?

Yes, sure, Jon. I mean, within the U.S., about 25% is actually owned or under a capital lease and our statistic in terms are kind of over 90% is greater than 10 years. We've been fairly aggressive this year, I think, through the first half of the year, we spent about $48 million buying land and I think we've acquired over 300 parcels, if you will, of land. Our outlook for this year is $100 million. And I think we will be there or even exceed the $100 million in terms of land acquisitions. So probably doubling the kind of the parcel acquisitions that we've done in the first half of the year, so maybe over 600 or so. And we continue to build up the organization, to be as aggressive as we can where it makes sense. We do have the same disciplined approach to buying this land, as Jim identified, when we're looking at U.S. deals or any deals outside of the U.S. So we have very specific IRR requirements in terms of what we want to achieve. And generally speaking, up for renewal, if you will, within the U.S., it's 30 or 40 parcels per year that are kind of up for renewal. And our group, who is actually looking to acquire land, is actually looking at land that's going to be coming up for renewal 3 to 5 years out. So we're well ahead of the renewal schedule here, if you will. But we remain very active and we do believe that the land is a very important asset and we'll continue to be very aggressive in the marketplace. But only where the financials make sense.

Are there any operational levels you have at your disposal to accelerate that if you so chose to or is it strictly going to be IRR based and you see no need to ramp that up?

No, I mean, it's always IRR based. Our commitment is to continue to increase recurring free cash flow per share and ROIC. So it's always going to be IRR based, it's always going to be the kind of the foundation of it. Now having said that, there are going to be some parcels of land that are more strategic than others, but on balance, as I said, we're still actively looking at land and ensuring it meets our internal hurdle rates.

Again, on the U.S. leasing side, is there any change in the pace of second-half activity that you're expecting as a result from network vision or other projects? Or is it going to be more or less similar to the first half?

No, I mean based upon our outlook, it's not that different from prior years. It's 45% really in the first half versus 55% in the second half, which really does follow the normal CapEx spending of our customers. And so that's what's built into our outlook.

And then finally on a redevelopment CapEx, if you exclude the Indoor DAS that you referenced, is most of that weighted to the U.S. or is there a significant portion of that occurring internationally?

No, actually both. I mean, we do have the DAS investment, but we do see a significant amount of activity down in Latin America, for example. And so as a result, we're making sure that we're able to be positioned to be able to support the growth coming from the likes of Nextel International and Tim and America Movil and Telefónica, all of those that have actually secured spectrum over the last 12 months. So there's a good piece of the increase in redev coming in that particular market as well.

Your next question comes from Phil Cusick with JPMorgan. Philip Cusick - JP Morgan Chase & Co: Let's focus on the cost for a minute. Can you talk first about the U.S. SG&A? You talked about an isolated increase in 2011. Does that mean it's sort of stable from here going forward or should we look for it to sort of come back in, in 2012 and beyond?

No, I think overall, I mean, if you take a look at our -- kind of our $20 million increase in SG&A, half of that is actually coming from new markets, so things that we've actually acquired, if you will, over the last 12 months. And an additional $4 million or $5 million is actually coming from regionalization. Just I think a smarter way, if you will, to be able to be closer and closer to the market place. Overall, being incurred to be able to support and scale our businesses going forward. So I would expect the SG&A that we are incurring to be isolated, if you will, to 2011 such that I would expect it to come back to more historical levels and this isn't guidance, if you will, but what I would see, if you will, over in the next couple of years, they would come back to more historical levels relative to, say, a couple of years ago, if you will. Philip Cusick - JP Morgan Chase & Co: Okay. So that's the U.S. And then for international, you have built out a lot of new markets, you bought a lot of new markets, that SG&A now running higher than the U.S., is that going to continue to grow from here or is that going to start scaling as you sort of build those markets up?

No, it definitely will scale. I mean, a lot of the upfront costs that we've incurred is in preparation of supporting the existing business and new business. So like the U.S., I would expect that to trail down as well and continue to support the revenue growth. And so as that revenue continues, I would expect the SG&A as a percentage of revenue to decline.

Yes, that's across the management team, that's the view. Phil, it's Jim again. You've got to remember we went from 3 countries on 2 continents to 9 countries on 4 continents and there's some level of infrastructure needed to operate globally like that. We put the majority of it in place and Tom's exactly right. The growth rates in SG&A going forward, will moderate. Philip Cusick - JP Morgan Chase & Co: So in the U.S., we can expect it to sort of decline on a dollar basis and then international, sort of scaling percentage down, is that fair?

Yes. That's fair.

Your next question comes from Clay Moran with Benchmark Company.

Could you talk about the same tower growth across your 4 largest markets, U.S., Mexico, Brazil and India? And then, the services business, have you taken that to any of these foreign markets? And if not, do you plan to?

Okay. Clay, let me cover the -- just on the same tower perspective. And again, remember, same tower is on those towers that we had 12 months ago, right? And it doesn't deal with the things that we've built or acquired in the last 12 months. And I would say the same tower in the United States and internationally overall is not dissimilar in kind of that 8% to 9% range. And we would expect, on the U.S. side, I think relative to what our outlook has, the continued kind of same type of same tower growth. And on the international side, I would expect it to start to increase relative particularly down in Latin America, where we've seen a lot of new spectrum being deployed, if you will, in -- across the markets, particularly in Brazil and in Mexico. And we would expect in longer-term to really start to develop the single-tower co-location market that we built in Chile, Peru and Colombia where we acquired those towers from Telefónica and have one tenant on them and we now expect to be able co-lo on those towers with other people coming into the marketplace.

And, Clay, it's Jim. On the services side, just again to put it in context, it's only about 2% of company revenue to begin with. The only reason we do some of these services is to facilitate and reduce the timeline or the cycle time for a tenant to get on our tower. In the U.S., there is a range of services that we think is helpful in that regard including site acquisition and getting zoning and building permitting because some of those processes are pretty thorough. But internationally, we don't believe that all of those elements are needed. The one we might attempt to globalize a little bit is our structural engineering capability, which I frankly think is the best in the world at this particular skill set. But that's only about 0.5% of company revenues. So aside from that, you're not going to see a big deployment of our services business outside the U.S.

Okay. Going back to the same tower growth then, India is about 8% and probably stays at about that level?

I mean, today, it's generally -- I mean, I'm talking about the international market overall. And India over the last 12 months or so, we've continued to see increased levels of co-location in the marketplace. As Jim mentioned before, we would expect to see even increased build over the next 6 months. So longer-term, I think when the spectrum continuously get build out, I would hope that we might even see higher levels of same tower growth in the marketplace. Tenancy is still down in that kind of the 1.6, 1.7 range. So we remain very bullish on India.

Our last question comes from Gray Powell with Wells Fargo.

Just to make sure that I completely understand the updated guidance correctly. Is the $30 million increase entirely FX and acquisitions and there's no organic based upside there?

That's right.

Okay, got it. And then one chart that you guys had, I thought it was pretty helpful, it was on Slide 5 where you basically have the waterfall going from reported revenue growth to core revenue growth, to same tower revenue growth for Q2, can you kind of give us those stats or the stats that are implied by your 2011 guidance?

Yes. Actually, it's pretty consistent on an overall basis. I think that the same tower is going to be in that 8 plus or minus -- plus percent range and the -- actually the new sites will probably be in the 12% range such that our overall kind of on a core basis, we'll be in that 20% range.

Got it. Okay. And just in terms of the assumptions driving your outlook, is it safe to say that activity from AT&T and Verizon still account for, call it, half of leasing and that you haven't really baked in any potential upside to the extent that Sprint gets more aggressive in the second half of the year?

The way I would characterize it, Gray, is that in the U.S., AT&T and Verizon by far are the most active carriers, yes to that. And also, you're correct, on the second half of your assumption is, we don't have significant expectation in the outlook of Sprint activity at this point.

I will now turn the conference back to the presenters for closing remarks.

Great. Well, thank you, everyone, for joining us today and we look forward to speaking to you on our next quarter call.

Thank you. This concludes the conference. You may now disconnect.