Good morning. My name is Tekitria, and I will be your conference operator today. At this time, I would like to welcome everyone to the American Tower third quarter 2013 earnings call. (Operator Instructions) I would now like to turn the call over to Ms. Leah Stearns, Vice President of Investor Relations and Capital Markets. You may begin.

Thank you. Good morning, and thank you for joining American Tower's third quarter 2013 earnings conference call. We have posted a presentation, which we will refer to throughout our prepared remarks, under the Investor Relations tab on our website. Our agenda for this morning's call will be as follows. First, I will provide a brief overview of our third quarter and year-to-date results, then Tom Bartlett, our Executive Vice President, CFO and Treasurer, will review our financial and operational performance for the quarter as well as our updated outlook for 2013. 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 will call contain forward-looking statements that involve a number of risks and uncertainties. Examples of these statements include those regarding our 2013 outlook and future operating performance, including AFFO growth, and dividend per share growth, our pending acquisitions 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, 2013, 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 and year-to-date 2013 results. During the quarter, our rental and management business accounted for approximately 99% of our total revenues, which were generated from leasing income producing real estate, primarily to investment grade corporate tenants. This revenue grew 14.2% to approximately $797 million. In addition, our adjusted EBITDA increased 13.9% to approximately $528 million. Operating income increased 4.5% to approximately $309 million, and net income attributable to American Tower Corporation declined to approximately $180 million or $0.46 per basic and $0.45 per diluted common share. The decline was primarily related to unrealized non-cash losses attributable to our intercompany loans. Turning to our year-to-date 2013 results. Our rental and management revenue grew 14.5% to over $2.36 billion. In addition, our adjusted EBITDA increased 13.3% to nearly $1.58 billion. Operating income increased 9.6% to approximately $921 million and net income attributable to American Tower Corporation was approximately $451 million or $1.14 per basic and $1.13 per diluted common share. And with that, I would like to turn the call over to Tom, who will discuss the results in more detail.

Thanks, Leah, and good morning, everyone. Our team has delivered another solid quarter results in Q3, which was a direct result of nearly 11% core organic revenue growth generated on our existing properties. Over the last year, we've also added just under 8,000 tower sites across our global footprint, driving an additional 8% of revenue growth. During the quarter, we also announced two acquisitions, which will expand our portfolio of properties across the U.S., Mexico and Brazil. We completed our acquisition of GTP on October 1, which included over 5,000 tower sites in the U.S., a well-positioned network of managed rooftops and an established presence in Central America. In Latin America, our acquisition of sites from Nextel International is expected to close during the fourth quarter and deepens our scale in the rapidly growing Mexican and Brazilian wireless markets. We continue to experience excellent organic growth overseas and anticipate these sites will positions us well. We believe that our legacy businesses strong organic growth coupled with these acquisitions will position us to continue to deliver significant value to our shareholders in 2014 and beyond. If you please turn to Slide 6, our total rental and management revenue in the quarter increased by over 14% to $797 million. On a core basis, which we'll reference throughout this presentation as reported results, excluding the impacts of foreign currency exchange rate fluctuations, non-cash straight-line lease accounting and significant one-time items, our total rental and management revenue growth was over 18%. Of this core growth, nearly 11% was organic, with the balance attributable to new sites. Our organic revenue growth in the U.S. continue to be driven primarily by our tenants network investments, largely in the form of lease amendments. We anticipate that over the next 12 to 18 months, our tenants will gradually…

Thanks, Tom, and good morning to everybody on the call. As evidence by our elevated third quarter and year-to-date core organic growth rates, the rapid adoption of advanced mobile services continues to drive demand for tower space. Today, I'll take some time to briefly review the technical foundations of the essential role of the tower in the delivery of wireless service. These fundamentals, routing the physics of radio wave obligation provide a strong validation of our future revenue and cash flow expectations. Our recent strategic initiatives notably the GTP and NII transactions demonstrate our confidence in these technical foundations and will add approximately 10,000 high-quality sites to our three most long-standing markets, U.S., Mexico and Brazil, as Tom mentioned. From an investor perspective, I believe there is just one fundamental technology concept to keep in mind. Modern wireless service is delivered in two basic stages. The analog voice and they travel through the airwaves between your handsets and the tower-mounted antenna and the digital portion of the signal path that is routed via the internet or landline telecom network. The tower is the physical point for analog and digital converge and analog wave physics drive tower economics. Therefore, as we assess the impact of mobile technology development, it's essential to differentiate between analog and digital considerations. Analog factors determine tower density and tower loading requirements, while digital factors primarily impact the wireless operators for network needs for base stations, switches, routers, storage and servers. At the most basic level the two most important analog wave characteristics for our business are spectrum frequency and signal strength attenuation. So let's address each of these separately with respect to 4G LTE deployments in the U.S. as our example. First, as you all know, spectrum propagation distance is inversely proportional to frequency. In other…

(Operator Instructions) And your first question comes from the line of Ric Prentiss with Raymond James.

Apologize for joining the call while in progress, it's been a busy earnings day, obviously. On your guidance, certainly very exciting time globally for wireless and towers. Within the guidance for '13, can you walk us through a little bit about how much of the increase was from the acquisitions Global Tower Partners and Nextel Mexico?

There is a slide in there that that is in the appendix that I didn't talk to, that actually gives a walk of the revenue, EBITDA and AFFO growth from our prior outlook versus the new outlook. And so you can see that looking on that Page 16, the impact of GTP and NII in itself is about $86 million at revenue, $58 million for EBITDA and $53 million for AFFO, less than the $36 million, which is the financing, which is there was some pre-funding in there, because we actually raised some debt in August for that. And that includes the GTP acquisition as well as the assets in Mexico, which we anticipate closing for two months of the quarter, not for the full three. And we then anticipate closing Brazil late in the quarter, before the end of the year, and haven't included any of the benefits of that portfolio just because of the shorter timeframe to be in the quarter. So the GTP and NII Mexico transactions from a revenue perspective will generate that $86 million that we have on Page 16.

And obviously a little continued weakness back in the third quarter from the FX more than what we had?

In my remarks I mentioned we had about $6 million of FX headwinds versus our prior outlook and we expect another $7 million in the fourth quarter. So that gives you the total impact of '13. Just to round out the revenue, we had some additional straight-line in some of our legacy assets, as well as a couple of million dollars of even positive results to generate that full $80 million increase at the midpoint.

And I think you also mentioned that $0.25 to $0.30 of AFFO per share growth in '14 is coming from the Global Tower Partners and both Brazil and Mexico for NII. Can you remind us about how much impact those two transactions had as far as maintenance CapEx and SG&A spending because I will assume that's baked into that number as well, that's a net benefit?

That's exactly right. All of those costs are baked in there. On the transactions, I want to say, it was roughly $10 million of maintenance CapEx for 2014. NII is largely going to be integrated right into the business, so there is very little SG&A that's required, maybe a couple of million dollars. And with regards to GTP, there are some synergy benefits, but it's about, I want to say, $527 million of incremental SG&A. As you recall from our last call when we talked about GTP, we anticipate spending $10 million to $12 million of integration expenses and as a result, we expect synergies of $5 million. I think it was in the first year thereabout and growing to about $10 million over the 24-month period.

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

My questions are on international and except Germany perhaps, can you summarize to the degree to which you've got more versus less zoning protection by region and therefore some degree of competitive installation for your structures. And then on any future hypothetical carrier transactions, how open do you remain to considering the joint venture structure where the carrier retains ownership of the assets and ownership stake in the assets?

I'll start off the first part by just sort of reiterating that the main barrier to entry for a particular tower site isn't necessarily the zoning restriction placed by the local government, but it's just the economic reality of the franchised value of the site, meaning if there is a limited amount of licenses in any given territory to build next to somebody else is essentially an economic mistake, because you cut your available market in half. So it's not a sensible thing to do from a business perspective, but then further supporting our franchised value is the zoning barrier and in the U.S. it's varied across the country, but been fairly high. And what we're seeing is in almost every other market the trend is towards sort of the U.S. level, if you will. So if you take Brazil, again it varies across Brazil, but in some of the major cities and especially historical districts zoning barriers is just as high as they are anywhere in the U.S. When you get to India, as an another example, again when you are in Delhi and Mumbai, zoning restrictions can be very, very difficult and existing sites become thereby more valuable, as you say. And then the last example I'll give you is Ghana, where it's probably one of the toughest new-build environments anywhere from a regulatory perspective. So everything is trending sort of towards the U.S. on the local regulatory side, but the most important factor again is just the economic rationality. As for the JV structure, if we can work with a regional or global leading telecom partner, we'll entertain the opportunity for minority states and retention by those partners in those countries. So we have those with MTN and Millicom at the moment and we would entertain them going forward and it also helps some risk sharing and an alignment of interest in countries that are new to us, as well. So we will look at it, but our goal ultimately or even additionally often is 100% ownership.

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

Couple of questions, first on your outlook for 2014 of at least 8% organic growth in the U.S., can you talk about what that assumes in terms of activity, especially coming from Sprint, is it the level of activity we're seeing today or are you making some assumptions that they will continue to overlaid at 2.5. And also just in terms of this third quarter, it looks like the core growth from existing sites were higher than the new sites and we haven't seen that historically. Can you talk a little bit of that, what drove that difference?

I mean, on the last question it's just timing. I mean the strong organic growth we've seen throughout the year. And as you know, when we look at kind of new site growth, we look at those assets that we've just haven't owned for full 12 months. And so given some of the timing of the transactions, it's less, if you will in terms the overall core revenue. Strong growth on all those new sites, but just in terms of the way we build the core organic and the new site revenue, the core organic growth is higher. And by the way as I mentioned, it's among the highest levels that we've achieved, which I think is a reflection of just the demand we've seen throughout the world, which kind of gets into your second question, from what we seen in 2014, and we'll talk about guidance in February. The rates that what I'm talking about now for 2014 are just building from the rates we have now. So I'm not anticipating any significant growth if you will, coming from any particular carrier. It's just continuing with the deployment schedules that we are realizing at this time.

And what I would add on the U.S. market is we're seeing what we expected over the last few years continuing into the next few years, which it there is such terrific consumer demand or such interesting new devices and applications coming out, that's driving carrier investment in the networks to handle all of that. They are figuring out a way to do it profitably and smartly. And therefore, they are increasing their demand, more tower spaces, as we go again, whether it's on existing sites through amendments and more equipment or new sites to densify the network. So it's a positive trend that continues along all of the fundamentals. And then, if you take a look at the individual companies or even their public statements as late as yesterday, it suggests that they're going to up their investment in these trends, whether it was Verizon at their Analyst Day or AT&T who is talking about $20 billion a year of total CapEx for the next few years; and T-Mobile and Sprint, who with their new structures, and in this case of Sprint, its new parent, are bullish on investing in the U.S. market. So all of those are going to support the kinds of expectations we will be delivering in detail to you in our next call.

Just one more follow-up question, can you remind us what percent of your revenues in the U.S. are on fixed escalators of 3.5%?

The lion share, I mean the 80 plus percent are on the fixed escalator, in that 3.5% range, Batya.

Our next question comes from the line of Michael Bowen with Pacific Crest.

I was just wondering if you could give us an idea at this point of what you're expecting with regards to small cell activity, both currently and going forward. And if you tend to volunteer, what percentage of revenue that is currently and also what you think that could grow to in 2014?

There is activity in the small cell universe. We look at it in two major categories; one is traditional distributive antenna system technology, which we are active in. And we are seeing actually some of the best organic growth in some of the most interesting new venues to deploy those DAS systems in this year, so it's active, but having said that, it's about 2% of our total revenue. And would we love to get it to 3% or 4%? Yes, we would, but the tower business is growing so significantly that that's a hard race to run to increase the DAS percentage against the strong growth on the tower side. So it will probably be low-single digits for the foreseeable, but it's definitely additive and it's helpful. And then on the sort of more distributed even single small-cells, the carriers are making very public statements about that. The deployment numbers depending on what you count can be high, but many of those deployments are for homes or small offices where the radius is 50 to 100 feet, so it doesn't really lend itself to co-locations, if you will and really not a competitive kind of product for what we do. So where we can compete effectively on large venues with DAS systems that can handle lot of traffic, we're right in the market and with these other smaller cells, you will see the numbers, but they won't really be a competitive product, I do believe.

And then one quick follow-up, Jim, with regard to Verizon, are you seeing them accelerate their small cell activity and I guess also do you see any small cell activity internationally as well?

I think it's best to ask the individual carriers what their technical plans are for their network. But there is interest across the major carriers in DAS and the U.S. as various levels, frankly. And internationally it's starting to pick up interest and we've deployed some venues in Latin America and African and we're looking at in Asia now. So there will be some opportunity in those places as well, but again compared to the big macro network on towers, it will be a complementary offering for us.

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

Tom, could you kind of give us a sense as we look, both now versus last year, and maybe thinking about some of the drivers for 2014, how two things are changing. One, the mix of new cells versus amendments activity from the carriers and then second the amount of activity you're seeing that then historically is encompassed by MLAs that are capturing some of these amendment revenues versus off MLA incremental revenues at the margin?

Sure, David. I mean, first of all in the mix, I mean in the U.S., we have see some new co-location growth, but as a percentage clearly the total, we're still seeing 70-plus percent coming from amendments, albeit the amendment pricing is actually rising, which actually indicates the carriers themselves pretty more up on those existing portfolio, on those existing platform. So I think it's a precursor then for them just start to shift to more new co-lo's, which we're starting to see now in the application pipeline. And so as I mentioned in my remarks, we're starting to see about 30% to 40% of the application pipeline actually being co-locations, so I think we will continue to see that growth in volumes over the next 12 to 18 months as the carriers are now going to be starting to have to split cells and increase leasing as the LTE penetration continues to grow from there, kind of the mid-teens up to the north of 20, which we would expect, again over the next 12 months. So I think it's a natural trend, David, which we've seen in the past with prior deployments. Relative to the question on kind of the MLAs, and holistic MLAs, which I think is what your question was. About half of our core organic growth in the U.S. is actually now fixed, which is largely the escalators plus the right to use fees that we have on our holistic agreements with the balance coming from the activity from our non-holistic related master lease agreements are less than churn. So we're actually seizing a sizeable portion of our organic growth rate now as a flow or as a fixed rate.

And if I pick that together, and then I look at your 9% core organic year-over-year growth during the third quarter, and then think about your comments about coming in with the higher end of core growth of 6% to 8% for next year. Are there reasons that, based on Jim's comments that, you can name here now that the growth would be as slow as 6% to 8% relative to the 9% you're generating now in third quarter on a core organic basis in U.S.?

Well, I think what I said David was that we would expect to be at least at the high end. So without giving formal guidance, which we will in February, we would expect the pacing to be consistent with where we are now. There is no reason to think that it would slowdown.

Your next question comes from the line of Amir Rozwadowski with Barclays.

Just following-up in terms of overall opportunities in the U.S. market here. I was wondering, if you could talk about some of the pricing trends that you folks are seeing with respect to some of these new sites? I mean it does seems though that based on the amount of equipment that needs to go up on the towers, the amount of support that they need to provide with some of these high bandwidth applications. Our check suggest that you folks are getting a step-up when it comes to pricing, with respect to an LTE tower versus what we've seen from a traditional 3G sense. And I was wondering, if you could provide us a little bit more color there?

I mean, overall, if you take a look at the trends, candidly over the last four or five quarters in the United States, I mean clearly our average lease rate per customer per month is up 10%. So I think what you're suggesting is right. There is more infrastructure going on the site themselves, which is driving the increase in revenue per lease per tower. And as well as just more of, as what Jim was referring to, more of the radioheads, more of the electronics is actually coming up on the tower itself. And we have seen a nice growth in the U.S. market over the last four or five quarters just in terms of that lease rate per month. And it's been about, as I said, kind of on a q-over-q basis, it's probably about 10%.

So one could surmise that as you start to see increase cell identification from the carriers, which I think seems to be now be consensus for you amongst the carriers in terms of the public commentary that could be a beneficial trend, when it comes to overall pricing trends continuing.

Absolutely.

And then if I may just one follow-up question. Now, GTP deal is completed. Obviously, we've seen what's happened with the AT&T tower sale process. How do you folks view ongoing M&A opportunities going forward? I just wanted to get a better sense in terms whether or not the pace of M&A, particularly the pace of M&A of significant scale is likely to slow going forward at this point?

Obviously, there are fewer large portfolios even theoretically available in the United States right now. Others will be determined by their owners, if ever and when they might come to market. We would always be interested in any of those at the right pricing terms and we're pretty disciplined on how we do those calculations, but of course we show interest and review each opportunity. But there is always smaller tower acquisition options in the U.S., as time goes forward and we'll be very active in that market too. In fact, GTP was quite good at that and we're going to absorb some of that talent into our company and keep our eyes open.

Your next question comes from the line of Jonathan Schildkraut with Evercore.

Most of them have been answered, but maybe we can drilldown a little bit deeper in terms of the question David asked about, amendments in new cell sites. At PCIA, Leah had made some comments about and maybe for Verizon and AT&T being further down the path in terms of the transition. And so maybe you can give us a little bit more color on where those guys are in terms of their amendment versus new cell-site deployment, as potentially indicated for where we might see the rest of your client base go?

Jon, I want to continue in respect to our customers individual rollout plans, again, refer you to them on specifics. But if you just look at the pattern of initiation of LTE network deployment, obviously Verizon started fairly early, AT&T was right behind them, and then Sprint, T-Mobile really picked up the pace recently. So the historical pattern has been a significant overlay, I'd say two-thirds of your site. Then do the grooming that this involves, to understand what the usage patterns are, then you may go back and start cell splitting and filling in coverage holes, etc cetera. So we are again seeing Verizon and AT&T logically being the first to enter that phase two of the standard deployment cycle and Sprint and T-Mobile will enter a bit later. So I think aside from that it would be best to get more specifics from each of them.

And Jonathan, just to follow-on that I mentioned that if you take a look at the pipeline that we have from an application perspective of about 40% our co-lo's versus 60% amendments' that was 35% four months ago. So we're actually seeing the growth overall in the new co-lo's and we're seeing that candidly in the application pipeline, which we would expect to bring online in the next six months.

And your final question comes from the line of Simon Flannery with Morgan Stanley.

Tom, I heard you were talking about deleveraging over the next several quarters, but I did notice you did do some buyback in the quarter? Perhaps you can talk about your appetite for continuing buybacks going forward assuming no M&A? And then also a little bit more on dividends and how you're NOL position is changing with some of the recent yields that you've done?

Sure, Simon. I mean, the buyback program we actually put on hold, when we announced the GTP transaction. So that was the activity prior to the announcement of that particular transaction. And I think in the light of what we're trying to do over the next 12 to 18 months in terms of delivering, there will be very little buyback in our program. With regards to the NOLs, we ended the year at about $900 million and we'll use about $250 million this year, so we have about $650 million at the end of the year, which we will then use over the next three to seven years, if you will. The dividend as we've said in the past, it's obviously subjected to our board, but what Jim and I have talked about is our 20% compounded annual growth in our dividend. And so we would anticipate that our dividend will grow at that rate over the next several years. That concludes the call this morning. Everyone, we really appreciate your call. I'm sure you heard kind of the energy around what we were able to generate in the third quarter. We think we're on path for a really solid 2013 and really well-positioned for again another solid 2014. And we're excited about being able to share those results in February with you. So thanks, again, for the call. Bye.

This concludes today's conference call. You may now disconnect.