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

Thank you. Good morning, everyone, and thank you for joining American Tower's third 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 third quarter results then Tom Bartlett, our Executive Vice President and CFO, will review our financial and operational performance for the quarter. 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 and future operating performance, our pending acquisition, 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 June 30, 2011, our definitive proxy statement filed on October 11, 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 third quarter 2011 results. During the quarter, our rental and management business…

Thanks, Leah, and good morning, everyone. I am pleased to report that our business continued to produce solid operational and financial results during the third quarter and as a result of our year-to-date performance being slightly ahead of our expectations, coupled with certain recent acquisitions and events in both the U.S. and our international markets, we have raised our annual outlook for both revenue and adjusted EBITDA. If you'll please turn to Slide 5, you will see that for the third quarter, our total rental and management revenue increased by about 23% to $615 million or 18.6% when you exclude the impact of our international segment's pass-through revenues. This pass-through revenue is attributable to the roughly 11,000 new sites we have constructed or acquired in our international markets since the beginning of the third quarter of 2010. For the quarter, our core growth increased 24.2%, which excludes the impact of foreign currency exchange rate fluctuations and straight-line lease accounting. Our core growth reflects core organic growth of 9.1% and growth from new sites of over 15%. The key drivers of our consolidated organic growth include new business commitments in the U.S., which have been trending slightly ahead of 2010 levels. As expected, AT&T and Verizon's LTE network deployments are driving the majority of our leasing -- U.S. leasing volume. In addition, we are experiencing strong demand in our international markets. In Latin America, for example, recent spectrum auctions are enabling our customers to launch 3G networks, and their initial overlay deployments are underway. Our revenue growth from new sites reflects the impact of our acquisition or construction of nearly 12,000 sites globally since the beginning of the third quarter of last year. Over 90% of these new sites are located in international markets where we have focused on diversifying our…

Thanks, Tom. I'd like to begin by also expressing our appreciation to American Tower's managers and employees around the world that have delivered the company's first ever quarter of rental and management revenue above $600 million for one quarter and adjusted EBITDA of over $400 million for the quarter. With greater than $600 million for Tower revenue and over $400 million for EBITDA, these are truly memorable milestones for our company and our people. Before we move on to your questions, I would like to focus on 3 areas today: Additional detail on our capital allocation process that Tom overviewed earlier, the beneficial attributes of communication site real estate what we all affectionately refer to as towers, for short, and the major industry trends that we anticipate for 2012 that will underpin our formal guidance that we'll provide to you early next year. As Tom emphasized earlier, the fundamental principle of our capital allocation process is it is designed to both drive growth through reinvestment in the business and increase our risk-adjusted return on capital that's invested. We measure the inorganic growth of each of our investment proposals at 3 levels: Leasing revenue, adjusted EBITDA and recurring free cash flow, which is essentially equivalent to adjusted funds from operations. So to determine the risk-adjusted return of a project, we increase the hurdle rates to such factors as degree of tenant concentration on the lease stream, credit ratings of the major tenants and the sovereign debt spread versus U.S. treasuries if the investment is outside the United States, et cetera. We then overlay the growth and return profile of the investment opportunity over the baseline 10-year business plan for American Tower Corporation, which assumes that excess cash from operations in the baseline case is all returned to shareholders via our stock…

[Operator Instructions] And your first question will come from the line of Phil Cusick with JPMorgan. Philip Cusick - JP Morgan Chase & Co, Research Division: I guess we should just start on you talked through 2012 pretty well and you made it pretty clear that there's no sort of pending Alltel churn. Can you talk, though, about the potential -- the sort of market for new builds out there? As SBA reported, they talked about a little bit weaker new build activity. Is new build sort of coming down? Is it becoming more competitive to be out there? What do you see?

Actually, Phil, on a global basis, our build this year will be 1,600 to 1,800 towers. We'll obviously provide guidance in February of where that is, but I would expect to see similar levels of build programs next year. We've seen increased levels of builds even within the U.S., and I think our U.S. tower team would tell me that the pipeline there is as strong as ever. So I would expect us to be able to continue with strong build program, both in the U.S. and as I said, when you couple that with some of the international markets where they're really still not just filling in the whitespace but really trying to reach, get reach and coverage in many of these markets, I would expect a pretty robust build program next year as well. Philip Cusick - JP Morgan Chase & Co, Research Division: Okay. Can you talk about the services business, not necessarily guidance? But as you think about 2012, we could see ramping up in demand. How well are you able to sort of flex that business up if those demands will get bigger?

Phil, it's Jim. Our target objective for our services group is to facilitate and speed up lease collocations and amendments on our own sites. So we can flex that activity as much as we need to, to make sure that our customers get served on our towers, and so we've done that over the last couple of years. It's reflected in revenue going -- it can be up or down 20% a year in that business, but it's only 3% of our total revenue stream deliberately, and we can flex it as much as we need to facilitate people getting on our sites.

Your next question will come from the line of Michael Rollins with Citi.

If I just go back to one of the slides that you put up on just the how do you get to the rental and management growth for the third quarter. I thought 2 of the interesting items were that the escalation remained a little bit above the average, but the churn showed some real significant improvement. Can you talk about those 2 variables going forward and how we should think about average escalation on a cash basis and the cancellation rate? And then finally, just on the domestic core growth, you were saying that you thought 2012 could be consistent core growth to '11. What's the core growth in '11 that we should be thinking about? I think you said it was 9% in the third quarter, but just a basis of comparison would be great.

Sure, Michael. It's Tom. First on the last one, our core U.S. core growth this year is around 9%, and I would expect that to be able to continue going forward. Relative to the escalations, I think that the escalation rate going forward, it can vary to a certain extent depending upon contracts of that sort. I mean, we've generally told people that our escalation rate is kind of in the 3.5% rate. But remember from an international perspective, we also have CPI that can fluctuate at plus or minus. So it's 3.8%. I'd say it's kind of the middle 3s, if you will, is probably a fair number. And relative to churn, yes, it is a little bit lower this year. Last year was a bit higher. As you remember, we had the conversion as we talked about in the broadcast side, from analog to digital. But again, I think going forward, churn at kind of that 1.5% rate is probably a pretty good number.

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

I guess it looks like you locked in a new master lease agreement with Sprint, and we've seen that these agreements had been approached differently by different tower companies with different carriers. So in some cases, you kind of just start getting a full payment on day one with no real escalation. Other cases, these agreements kind of lay out the rules of the road to establish what you would get paid if certain criteria are met. Could you just maybe qualitatively talk about how this particular agreement was structured, particularly the extent to which it gives you the opportunity to achieve upside?

Yes, Brett, it's Jim Taiclet. Over the past 2 years, we've been really seeking to elevate our relationship with each of the 4 major U.S. carriers on a contractual basis. The objectives we've had have been to meaningfully contribute to the success of our major customers as they transition to the next generation of technology. But we got to acknowledge along the way the complexity of the transitions with respect to their spectrum positions, equipment loading and changes, many other factors that they're facing. And another goal from the customers' perspective for us was to streamline the application approval process, integrate systems and things like that to reduce the time and reduce the cost of their rollout for them, okay? On our side, our goal has been to lock in steady and significant increases in net leasing revenues from each of these customers for a multi-year period. The elements of that are really that we get a robust top line growth and a core contract by increasing our customers' flexibility within the business base they have with us. And that essentially also eliminates churn risk over a long period of time by doing that. We also, in these arrangements, provide for additional upside to our revenues and I think that's the heart of what you're really asking. So when there's requirements for new assets or things above certain bucket rights, et cetera, then there'll be incremental revenues at a site basis that kick in on top of all that. And so that's how we've striven to elevate our relationship with the customers. And again, it's very beneficial and you get a predictable revenue ramp over time and really eliminate any kind of major churn incident or event based on technology change or something else. We're now halfway there in reaching these types of comprehensive agreements with our large U.S. customers. We've got 2 out of 4 done. In 2010, many of you surmise that we secured such an agreement with AT&T, and today, I'm pleased to confirm that we've also done so with Sprint. Those contracts are different in their terms individually, and we won't necessarily go through each of those today. But we're going to continue to seek elevated contractual relationships like this with all of our major customers inside and outside the U.S. as appropriate over time because we believe these kinds of elevated arrangements are truly mutually beneficial. And again, the basics are they facilitate our customers' technology transitions and they provide us with strong visible line of new growth for American Tower, which essentially eliminates churn during these network transitions. And so that's what we've got in place with Sprint. We think it's going to be good for their migration to their new technologies, and we think it's going to be great for us. So that's really the announcement today for Sprint.

The next question will come from the line of Ric Prentiss with Raymond James. Richard H. Prentiss - Raymond James & Associates, Inc., Research Division: A couple questions. First, Jim, you had mentioned leasing demand for '12 in the parameters and framework, if you will, that T and Verizon would continue and there is potential for Sprint and others to get active. Since you've now announced officially that Sprint with the MLA, have you seen a flow of applications start once you've signed the MLA? Or what are your thoughts as far as what might be changed from AT&T [ph] Verizon continue and Sprint may be active?

Well, we've got a situation where our revenue stream is very confident right now. And the over and above fundamental contract piece, we will see as the year unfolds. So that's the interesting part for us, which is a really nice revenue ramp that's guaranteed with again 2 of our 4 major customers in the U.S. for 2012, and then how much of the over and above are we going to see that comes on a week-by-week basis from each of the carriers that have these kinds of contracts. So that's what I'm referring to, Ric. Richard H. Prentiss - Raymond James & Associates, Inc., Research Division: Okay. So it's not that you don't expect it to occur, you're just waiting for it to occur, kind of?

Well, in magnitudes, timing, what's within, what's in addition to rights, how many new towers they may need to build or DAS systems, those kinds of things will evolve over the course of the year. Richard H. Prentiss - Raymond James & Associates, Inc., Research Division: Okay. And then, Tom, you had mentioned, I think, on a couple of slides the regionalization for future growth on the domestic SG&A line, help us understand a little bit about what you're thinking that might lead to.

Well, I think overall right now, if you take a look at the third quarter, Ric, I think our SG&A is north of 10% of revenue. And that's quite a bit above where we've been historically, and we've invested -- if you take a look on a year-over-year basis, about $22 million of additional SG&A this quarter. And well over half of that are for these types of events, either entering new markets or regionalization, putting systems in, kind of boring things, right? Like putting new general electric systems into Ghana and those types of events, which are very important obviously to us. So I would expect that those rates start to trend down well below the 10% level, and I think our historical levels are more in the 8.5% level. So I would hope that over the next couple of years that we would be able to trend back down towards those levels. We're very focused on doing that.

Right, Tom, and it's really a revenue growth ramp that we'll be able to more than cover these investments in SG&A. That's what they're meant to do is to enable the revenue growth ramp in different places and different products. Richard H. Prentiss - Raymond James & Associates, Inc., Research Division: Appreciate the AFFO information. That was good to see. Do you expect that in 2012, you will actually provide that officially in guidance as well?

Yes, Ric, I think we will. And I think it's very important to provide as many different to be as transparent as we possibly can with every aspect of our business, and investors are looking for that type of information. So clearly, we'll be providing it.

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

Tom, I know you're not going to give dividend guidance until a little bit later on here. But can you just talk philosophically about how you're likely to use the NOL balance, where you think it's going to end the year and how that's going to phase in and offset dividends over the next couple of years? And then just a clarification on the Sprint MLA. Sprint has been talking about turning down iDEN by the end of '13. I think your leases extend a lot longer than that. Is one of the flexibilities they've got here is the ability to turn off some of those sites quicker than maybe your leases would allow them to give them, to offset that with the new demand that you see over the long term?

Simon, it's Jim and I'll turn it over to Tom on the NOL balance. But the key facet for us on this particular agreement is we will not have a revenue, an adverse revenue effect from iDEN sites being moved, turned off, decommissioned or anything else. So we have a holistic agreement with Sprint now where we're working with them on their overall network. And whether an individual technology moves off in a certain year or a different year is really going to be irrelevant to us now. So iDEN churn is not an issue for American Tower at this point.

And Simon, relative to the dividend, as we've been dialoguing, I mean, the way we continue to look at our return is on a total shareholder basis, largest piece of it coming from growth as we've been able to generate. And I think with the pipeline that we have in place and the base of business that we have, we're quite comfortable and excited about the kind of growth going forward. I think if you take a look at the overall yield what we've been discussing is the fact that our yield will be, I believe, consistent with those S&P 500 companies with similar growth characteristics, which has historically kind of been in that 1.5-plus kind of percent range out of the gate. We will have NOLs of probably north of $1 billion going into 2012. So my sense is that we'll be feathering that in on a pretty much an even basis over the planning period. And if you can just kind of wait for 30 days or so, we'll be providing more visibility in terms of what that is once the board ultimately approves what that payout ratios, including both the E&P distribution this year, as well as then what 2012 dividend program would look like.

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

Maybe just quickly 2 if I could. Tom, you referenced the organic growth in the international markets, which you think will be accelerating and contributing to 2012. Could you share with us kind of what those international organic growth rates are maybe divided into kind of India and then the other, maybe Latin America bucket? And then the second question, just because these metrics are new, I think to a lot of people with respect to the AFFO calculation in particular, Tom, there's some new items that we're talking about here like corporate CapEx or dividing up the depreciation between the core assets and non-core assets, could you kind of walk us through the calc in kind of how you've come to some of these numbers as a baseline?

Sure, sure. David, first of all, with regards to kind of commenced new business, I would tell you that our -- from an international perspective and I'd like to keep it the international and domestic business, our domestic -- our international business in the third quarter of 2011 was 3 or 4x versus where it was in 2010 at the same period. And a big contributor of this was clearly the new Latin American markets, the 3 new markets there as well as the 2 new African markets. And so we would expect as new spectrum gets deployed and networks are getting rolled out there that we would be able to enjoy some really nice growth, I think, in all of the new markets, those as well as some of the new things that are going on within Mexico as there's new spectrum down there and new entrants into some of our Latin American markets, so...

Tom, I think we can also add we look at our international business then we report it as a segment because we look at it as a portfolio type approach, right? So the best way for, I think, us to talk about and advance the business internationally is the combined organic growth rate, which is about 9% in 2011. We think it could be at that or better next year because of some very good things happening in these individual markets. So we won't necessarily break out country-by-country. None of them are over 10% of revenue anyway. But collectively, they're touching on almost 30% now and that vibrancy within that portfolio is what we're really after.

So roughly the international operations core growth rate is similar to the domestic, but accelerating?

That's a fair statement, yes.

And with regards to your question on FFO as well as AFFO, you can see that in the press release, the one adjustment -- and by the way, these 2 particular items are pretty well thought through and defined from NAREIT. So we're really just conforming with the kind of the NAREIT definitions. But in FFO, what we're really adding back is that cash tax component, if you will, as well as the real estate-related depreciation, amortization, which again is a defined component within the NAREIT index for FFO. And then going for AFFO, we have talked about it in terms of being very similar to our recurring free cash flow. The main difference between the 2 is how we're considering the redevelopment CapEx, or recurring free cash flow we're deducting it for AFFO or not. So you can see that the capital improvements, capital expenditures and corporate capital expenditures are similar to how we would think of recurring free cash flow, but what you don't see in there are those associated with the redevelopment CapEx. And the additional item there is the non-real estate-related depreciation, which is just when you add it to the real estate-related depreciation, you come up with 100% of the depreciation, amortization expense. So hopefully it's pretty well defined there. We've given a fair amount of breakout relative to -- we always do straight-line revenue and expense, but hopefully gave a fair amount of details so that people can reconcile between the 2. But as I said, they're aligned identically really to the definitions that NAREIT has outlined.

And Tom, if I could, just a quick follow-up on that would be is this quarter, as we look at this kind of corporate CapEx as a percentage of total CapEx and then real estate depreciation as a percentage of total depreciation, is this a typical quarter? Should we be looking at kind of the year-to-date as we try to think about next year's calculations?

No, I think it's a pretty typical quarter. As we've mentioned before, David, the redev and capital is up a little bit this year just because of some of the things that we're doing relative to a project out in the U.S. tower business and what we're doing relative to LTE and DAS. IT -- our IT group might be slightly higher just because -- on the capital side because -- corporate capital side because we're deploying Oracle now, for example, in many of our new markets. So that may be a bit high and so you might be able to bring that one down a bit going forward. But I think generally speaking, it's pretty typical quarter.

Yes, and that's validate our -- or you could get a little bit more detail on Page 13 of the press release, guys. So 2010 capital improvements, which is maintenance CapEx typically defined, the last year was about $9 million in the quarter. It's about $19 million this year. So we did have that one project in there that made up almost all that difference. That won't be happening past the middle of next year. And as Tom said, corporate CapEx, which for the most part is IT related, for us is up $1.5 million from last year's quarter. So exactly what you were describing, Tom, but the numbers are available to you guys in the press release.

Your last question will be coming from the line of Clay Moran with Benchmark Company.

Yes, so there's the potential for sizable portfolios to come to market domestically, say, over the next 6 to 12 months. I'm just wondering how you view domestic versus international expansion today and how you sort of look at your portfolio with 50% of your towers internationally. And in particular just wondering is there further benefit to scale domestically? And what's your perspective on the revenue share model?

Sure, Clay, it's Jim. The great thing about our 5-year investment and putting really senior and capable business development teams around the world is that we can confidently bid on large or small portfolios or new product lines anywhere in the world and right at the top of the priority list would be a domestic acquisition opportunity. So we would treat that exactly along the lines that I talked about in my prepared remarks, the modeling approach that we take. We would match that up against all the other opportunities we have and our hurdle rates and we'd go ahead and go forward with that, if it became available, at the right price and the performance in the asset was there in our view. So it would certainly be something we'd be interested in. But the great thing is even if that doesn't happen next year and if the U.S. acquisition opportunity doesn't come to market, we'll have plenty of chances in other places and along other product lines. Did that cover it for you? Okay. Good. All right. Tom, you want to wrap it up?

Yes, thank you very much, everybody, for listening this morning. As I said I think we had a terrific quarter. We're working hard for you finishing out the year and position us well for 2012, and we look forward to sharing some of our thoughts on that in February of next year. Thanks very much.

Thank you for your participation. This does conclude today's conference call. You may now disconnect.