Leah Stearns - Vice President, Investor Relations and Treasury Jim Taiclet - Chairman, President and Chief Executive Officer Tom Bartlett - Executive Vice President and Chief Financial Officer.

Michael Rollins - Citigroup Eric Frankel - Green Street Advisors David Barden - Bank of America Tim Horan - Oppenheimer Brett Feldman - Goldman Sachs Colby Synesael - Cowen and Company Ric Prentiss - Raymond James Amir Rozwadowski - Barclays Simon Flannery - Morgan Stanley Jonathan Schildkraut - Evercore.

Good morning. My name is Lea and I will be your conference operator today. At this time, I would like to welcome everyone to the American Tower’s Third Quarter Earnings Call. All lines have been placed on mute to prevent any background noise. After your speakers’ remarks, there will be a question-and-answer session. (Operator Instructions) Thank you.

Leah Stearns, Vice President of Investor Relations and Treasury, you may begin your conference..

Good morning and thank you for joining American Tower’s third quarter 2014 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 results, then Tom Bartlett, our Executive Vice President and CFO will review our financial and operational performance for the quarter, as well as our updated outlook for 2014, 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 2014 outlook and future operating performance, our expectations regarding our future growth, industry trends, leasing demand, leverage and any other statements regarding facts and circumstances that are not historical.

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, 2014 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 2014 results.

During the quarter, our rental and management business accounted for over 97% of our total revenues, which were generated from leasing income producing real estate primarily to investment grade corporate tenants. This revenue grew 26.9% from the third quarter of 2013 to over $1 billion.

In addition, our adjusted EBITDA grew 26.2% to approximately $666 million, adjusted funds from operations increased 25.2% to approximately $460 million and net income attributable to American Tower Corporation common stockholders was approximately $200 million or $0.50 per basic and diluted common share.

And now, I will turn the call over to Tom who will discuss our financial results in more detail..

Thanks, Leah. Good morning, everyone and thank you for being here with us this morning. As you can see from our press release our business continued to perform well in the third quarter. Elevated wireless CapEx spend in the U.S.

led to strong growth in the quarter and wireless network initiatives by large multinational carriers in our other markets allowed us to post solid results internationally as well. As a result, we are raising our full year 2014 outlook for all of our key metrics.

If you please turn to Slide 6, our total rental and management revenue in the quarter increased by nearly 27% to over $1 billion. On a core growth basis, our total rental and management revenue growth was more than 31%. Of this core growth, nearly 12% was organic driven by continuing strong new business commencements.

The balance of our core growth of over 19% was attributable to properties we have acquired since the beginning of Q3 2013. This includes the GTP portfolio, which generated organic core growth of over 10% during the quarter outpacing the growth rate even of our legacy domestic portfolio.

Turning to Slide 7, our domestic rental and management revenue growth in the quarter was over 25% with core growth of around 28%. Domestic organic core growth was over 9%, which consisted of just over 3% from escalations and more than 8% from existing site revenue growth less 1.6% from tenant churn.

This organic core growth reflects our tenants continued aggressive network investments in 4G. In the U.S. about two-thirds of the commenced new business activity we saw in the quarter outside of our holistic master lease agreements was in the form of amendments.

Similar to the year ago period after several quarters of an increasing proportion of new leases we saw very active amendment activity, which reflects additional equipment being placed on towers by our customers in part driven by VoLTE rollouts. As a result of the continuing strong new business trends in the U.S.

we are raising our expectations for organic core growth in the U.S. to 9.5% for the full year. Domestic rental and management gross margin increased by almost 22% to $530 million and grew by about 26% on a core basis.

Domestic organic gross margin core growth was about 9% and reflects a nearly 80% conversion rate for properties we have owned since the beginning of Q3 of last year. We constructed nearly 200 towers in the quarter and purchased or extended the remaining term on more than 500 ground leases with the extensions averaging about 34 years.

As of the end of the quarter 64% of the land under our U.S. towers was either owned or controlled for more than 20 years and we continue to target about 80% for that metric within the next three years.

Within the framework of this target we continue to focus on extending our land leases for significant terms or purchasing the land beneath our towers where the return on invested capital meets our required hurdle rates. Finally, we generated domestic rental and management operating profit growth of nearly 22% or about 26% on a core basis.

Moving on to Slide 8, our international rental and management segment generated revenue growth of over 30% or about 37% on a core basis during the quarter. Of this core growth about 18% was organic with the balance driven by the over 8,000 new assets we have acquired or constructed since the beginning of the third quarter of 2013. Similar to the U.S.

we are seeing a very strong demand backdrop overseas especially in Brazil where we had another record quarter of commenced new business. Excluding pass-through revenue, our total international organic core growth was over 13%.

Organic core growth rates across the international footprint were strong with India in particular seeing a step up in site leasing activity. In fact a 13% organic core revenue growth rate excluding pass-through we saw in India, specifically during the quarter was the highest in several years.

This growth includes increased wireless CapEx spending by the large carriers including a significant contribution to new business from Reliance Jio. International rental and management gross margin in the quarter grew 25% to about $212 million, while core growth in gross margin was about 31%.

Our international gross margin conversion rate was about 52% in the quarter or 72% excluding pass-through. Our international rental and management segment operating profit grew nearly 30% to $180 million, while the operating profit percentage was about 51%.

Excluding the effects of pass-through revenue, our international operating profit margin was about 70%. Turning to Slide 9, our reported adjusted EBITDA growth in the quarter was 26% with adjusted EBITDA core growth at nearly 32%.

Our Q3 adjusted EBITDA margin was 64.2% and excluding the impact of international pass-through revenue, our adjusted EBITDA margin for the quarter was over 70% and our adjusted EBITDA conversion rate was about 66%.

This conversion ratio was impacted by our 2013 acquisitions, which have lower margin profiles due to lower initial tendencies than our legacy assets as well as $11 million in year over year net straight line decreases in the quarter. Cash SG&A as a percentage of total revenue in the quarter was about 8.4%.

And for the full year we continue to expect our cash SG&A as a percentage of revenue to be under 9%. Part of this outperformance is attributable to the GTP portfolio where we have achieved the synergies embedded in our deal model much faster than we expected.

Our strong EBITDA performance resulted in solid growth in AFFO, which increased to $460 million or $1.15 per share. AFFO and AFFO per share growth were both about 25% with core AFFO growth 28% driven by strong organic new business growth, coupled with the impact of a number of FFO accretive acquisitions.

Our adjusted EBITDA to AFFO conversion rate during the quarter was about 67%. Moving on to Slide 10, we remain committed to our capital deployment strategy and continue to focus on our goal of simultaneously funding growth, returning cash to our stockholders, and maintaining a strong balance sheet.

Year-to-date, we have distributed over $400 million to stockholders through our dividend, invested over $700 million in CapEx, spent over $500 million on acquisitions, and have reduced our total debt by nearly $550 million.

As a result, we continue to prove our ability to simultaneously return capital to stockholders, deploy capital for accretive investments, and maintain our investment grade balance sheet.

We continue to expect that our primary method of returning capital to stockholders for the rest of this year will be through our REIT distributions as well as dividend payments to holders of our mandatory convertible preferred stock.

The amounts and timing of our REIT distributions are at the discretion of our Board, but our goal continues to be to deliver annual growth of over 20%. And over the last 12 months, this growth has been nearly 26%.

Our net leverage as of quarter end was approximately 5.1 times on an LQA basis and we continue to maintain a long-term target range of between 3 to 5 times. We have maintained significant liquidity and as of the end of the quarter had about $3.4 billion of cash in borrowing capacity under our revolvers.

Our average remaining term of debt is over 5 years with an average cost of approximately 4%. Turning to Slide 11, based on the strong customer demand trends we are seeing across our footprint, we are raising our full year 2014 outlook for rental and management segment revenue by $10 million at the midpoint to $3.99 billion.

This increase is driven by $12 million in organic revenue outperformance in our domestic business partially offset by $2 million decrease in U.S. straight line.

On the international side, we are keeping our projections for revenue consistent with prior expectations as revenue outperformance driven by organic growth and about $5 million in incremental pass-through is expected to be offset by some incremental FX headwinds in Q4.

As a reminder, BR Towers portfolio, which we expect to close during the fourth quarter is not included in these projections. For the year, we expect core growth in consolidated rental and management segment revenue of nearly 27%, which includes organic core growth of 9.5% and 16% for our domestic and international segments respectively.

On a consolidated basis, we expect organic core revenue growth to be about 11% for the full year. In addition, while not yet included in our core organic metrics, the portfolios we have acquired since the beginning of 2013 continued to deliver solid results and are expected to contribute over $640 million in revenue to our full year results.

We are increasing our outlook for adjusted EBITDA by $15 million at the midpoint, which primarily reflects the favorable revenue trends we are experiencing, the year-to-date strong performance of our services segment and our continued focus on cost management.

The midpoint of our outlook reflects gross margin conversion rates of 67% and SG&A as a percentage of revenue at about 8.7%. On a consolidated basis, we now expect core growth and adjusted EBITDA for the full year to be nearly 27%.

And finally, we are raising our full year AFFO outlook at the midpoint by $35 million, reflecting the $15 million increase in adjusted EBITDA and a $20 million decrease in maintenance CapEx. This decrease in maintenance CapEx is largely driven by increased efficiency within our maintenance operations, primarily in the area of new lighting systems.

We now expect to generate AFFO growth of about 23% for the year or over 26% on a core basis. Moving on to Slide 12 and in summary we have been able to carryover the operating momentum we saw in the first half of the year into the third quarter. Strong U.S.

organic core growth in revenue continues to be driven by investments in 4G coverage in capacity, while most of the international activity we are seeing is related to significant investments in 3G.

We translated this organic core growth, together with contributions from new assets to solid adjusted EBITDA and AFFO per share growth in the quarter, with both metrics significantly outperforming our long-term growth targets.

In addition, we declared a common dividend of $0.36 per share or about $143 million representing an increase of nearly 29% as compared to the third quarter of 2013. We believe we are well-positioned to sustain this momentum and as a result are once again raising our 2014 outlook across all of our key metrics.

By year end, we expect to have deployed about $3 billion through our capital allocation program and to have simultaneously achieved our de-levering targets. Although we will wait to issue formal 2015 guidance until our Q4 call in February, we remain confident that our long-term target range of 6% to 8% organic core growth in the U.S.

and at least 200 to 300 basis points above that in our international markets is supported by the underlying demand trends we are seeing across our footprint. We believe that this organic growth complemented by our consistent and disciplined capital allocation strategy will enable us to continue to deliver strong growth in AFFO per share.

And with that, I’ll turn the call over to Jim for some closing remarks before we take Q&A.

Jim?.

first, the number one factor that correlates to our U.S. core organic growth rate is the total amount of data traffic carried on the domestic networks of the major carriers; the second is the consumers that upgrade from basic functionality to smartphone type handsets in the U.S.

or elsewhere to use substantially more data per month and that their data usage then increases significantly over time after they upgrade; and third, within our international served markets, handset upgrades and related data growth are likely to occur at a much more rapid pace that has been the case in the U.S.

due in part to significantly cheaper handset pricing. So, let’s begin by diving into the results of our most recent assessment of the drivers of our domestic organic core growth.

Using our multi-variant regression analysis, we found that wireless carrier CapEx spending, total carrier service revenue, and data as a percentage of service revenue, do continue to be among the key indicators. However, one specific metric exceeded all of these as well as the other 26 independent variables that were evaluated.

That number one metric with the highest predictive relationship to our domestic growth rate was total mobile data traffic. We then evaluated the underlying drivers of total mobile data traffic and the resulting long-term forecast for its growth in the U.S. We found two predominant root causes of data traffic growth here.

The first being the number of devices in the market by technology type, basic feature phones primarily designed for talk, text and e-mail versus smartphones with a much broader array of apps for Internet use, social networking, gaming and entertainment generally utilizing a touch-screen interface.

The second root cause identified was the increase in monthly data usage of each type of device over time is measured in gigabytes per month. When combined, these factors underpin the projected doubling of data traffic every 2 years to the end of this decade on the U.S. wireless network. Let’s spend a few moments on smartphone device penetration in U.S.

as shown on the next slide. In the United States, the launch of the original Apple iPhone in 2007 and the App Store in 2008 served as catalyst for widespread smartphone adoption. However, it took until 2012 for smartphone penetration to first overtake the basic feature phone. And even today, 30% of the U.S.

population still has yet to upgrade to a smartphone. Three years after that first iPhone launch, U.S. wireless carriers began deployment of their fourth generation or 4G mobile networks to meet anticipated consumer demand that they were seeing.

Early adopters of 4G saw tremendous improvement in the quality of their mobile experience, especially with respect to video, music and social media applications. Consequently, 4G subscribers gravitated to more and more advanced applications or apps, that requires significantly higher bandwidth.

The resulting proliferation of mobile video, for example, is now one of the major drivers of overall mobile data traffic growth in the U.S. For example, watching a 30-minute Netflix Show in high-definition uses 164 megabytes of data. This is the equivalent of sending 11,000 e-mails as you can see on the chart.

The proportion of consumers who regularly stream TV shows and movies on their smartphones continues to grow across all demographics with the highest levels of growth unsurprisingly concentrated among younger consumers.

In just the last year, the percentage of adults age 18 to 24 who watch TV shows and movies at least once a week on their smartphones increased by 50% with nearly half of consumers in this age group watching shows weekly using their smartphone device. Consumers are also streaming more music, which is driving increasing traffic over the mobile network.

One domestic carrier is even offering consumers free music streaming with a data subscription in an effort to compete for more wireless subscribers. Streaming one song uses around 2 megabytes of wireless data.

So, a consumer that streams 30 minutes of music each way on their commute to work over the course of a month uses nearly a gigabyte of data, which is equivalent to sending 60,000 e-mails.

The longer a subscriber uses a 4G phone the more familiar they have become with mobile apps such as music, video, social networking, and gaming and they tend to use these apps more often.

In addition, as more of the subscribers, friends and family upgrade to 4G service, the more people they have to interact with using broadband apps, such as YouTube, FaceTime, Instagram and Facebook. Consequently, the average 4G smartphone today uses 50% more network capacity per month compared to just a year ago.

As a result of 3G to 4G migration and accelerating utilization of high bandwidth apps, the average smartphone subscriber in 2013 use 42 times the network capacity of a traditional feature phone user. Moreover, we are still in the early stages of this technology cycle with 4G LTE mobile device penetration in the U.S.

at just 30%, which that is expected to double over the next 5 years to 60%. And as you would expect, mobile computing devices such as 3G and 4G capable tablets and laptops draw even more data usage per month from the network.

Therefore, given the relatively low current levels of 4G LTE penetration and the forecasted rapid growth of adoption with respect to both handsets and computing devices, U.S. mobile data usage is forecast to more than double every 2 years through 2018, which we feel will strongly support our U.S.

organic core growth expectations over the course of the period as Tom pointed out. Furthermore, extrapolating the compounding effect of increasing 4G device penetration and expanding monthly data utilization results in mobile data traffic growth projections to be on the order of 16 times between 2014 and 2024.

Over that 10-year period, while additional spectrum and improved spectral efficiency will provide both some additional data capacity for carriers, we expect that these two improvements alone will not be sufficient to preserve the network quality that subscribers demand.

So, while traffic data is expected to grow around 16% over those next 10 years, average spectral efficiency is expected to grow just two times and the amount of available spectrum is expected to increase by only 40%.

This leaves a significant gap which we believe will need to be filled with wide spread carrier investments and incremental cell sites and transmission equipment.

In urban areas where population density is about 5,000 people per square mile, we expect a significant portion of the incremental investment will be made in macro site supplements such as small cells, Wi-Fi and other capacity solutions, many of which American Tower offers today through its distributed antenna system installation.

However, we believe that the majority of U.S. future network investments will continue to be deployed in suburban and rural environments where over 85% of the U.S. population resides.

From capacity coverage and economic perspectives, we believe the traditional macro’s tower network will also continue to be the preferred solution in these types of areas. And since 95% of our U.S.

assets are located in suburban and rural environments with 85% of the people, we fully expect that these longer-term trends will continue to support strong organic growth for our U.S. business well into the future.

While mobile data consumption on smartphones and computing devices alone is expected to grow dramatically, there is also emerging technologies that are expected to create even more demand.

The number of new devices reliant on wireless network connections or the Internet of things continues to grow as our cars, homes and even electrical meters are becoming increasingly interconnected through wireless systems. It’s expected that this Internet of things will drive 31% of total U.S. mobile traffic in 2018, up from just 17% today.

Additionally while our smartphones and tablets will primarily use the 4G network by this time, other connected devices will be still use – utilizing 2G and 3G further prolonging the long lifecycles of those legacy technologies.

Turning now to our international markets, we anticipate similar patterns in smartphone adoption and increasing monthly utilization, resulting in significant increases in total data traffic. Most of these markets are at least one mobile technology behind the U.S.

and compared to smartphone penetration of 70% here as discussed earlier, our rapidly evolving and emerging international markets range between approximately 10% and 20% versus that 70%. A great example is Brazil, one of our largest international markets producing around 8% of our rental and management revenues.

The wireless sector in Brazil is at roughly the same pace – place as the United States was in 2009 with smartphone penetration of approximately 20%. While that smartphone penetration in the U.S.

grew from 20% to 70% over the last five years, we believe that the slope of the adoption curve could be even steeper in a country like Brazil given the greater availability and relatively lower cost of advanced devices today as compared to five years ago.

As a result, mobile data usage in Brazil is expected to grow 10 times over current levels by 2018. To support this type of mobile data expansion, we believe the Brazilian carriers will need to invest significantly in their existing networks.

This need is illustrated further by our estimate that there are currently 4,400 subscribers for cell site location in Brazil compared to just 1,500 for cell site locations in the United States.

The case of Brazil is representative of the state-of-wireless-networks in many of our international markets and we anticipate that we will be able to convert high levels of incremental carrier investment to strong core organic growth across our entire international segment.

Another example is South Africa, mobile data traffic there is expected to grow at 53% CAGR through 2018 of a base of just 20% smartphone penetration today. To support this evolution carriers and handset manufacturers are working to get low-cost smartphones to South African consumers.

In August for example, Vodacom as you can see on the chart introduced an affordable smartphone for South African consumers that retails for about $50 and includes 250 megabytes of free data to get customers familiar with its capabilities. Two other major South African carriers also introduced smartphone devices for $180 earlier this year.

This trend is also benefiting consumers in India, where mobile network access is already vital to consumers. Over 90% of Internet connections in that country are made over a mobile network and there are virtually no wired alternatives.

Last month, Google introduced its first family of Android One phones in India that offer fairly advanced capabilities starting at around $100. Additionally, Google has teamed up with one of our major Indian customers, Airtel, to enhance the value proposition to consumers by offering 100 megabytes of free data for application downloads.

Essentially, consumers in India will now be able to buy a smartphone with 70% of the functionality of a mid-tier U.S. smartphone at just 30% of the cost. This should help drive rising smartphone penetration and data growth given that penetration is just 10% in India today.

So, in conclusion, we believe the investments we have made position us very well to benefit from the expansion of wireless networks within the United States and throughout our international markets.

Domestically, we are still in the early stages of the 4G technology deployment cycle and we expect rising consumer adoption to drive increasing data traffic and sustain strong organic growth for our U.S. business for the foreseeable future.

Longer term, we believe that the increasing number of technologies utilizing the mobile wireless network from connected cars to smart meters could expand the size of the wireless network market and drive even more growth.

Meanwhile, our international operations continue to benefit from favorable technology trends as well, the availability of cheaper smartphones, the lack of fixed line alternatives and the presence of emerging middle classes, eager to use advanced wireless applications and devices are all driving significant levels of network investments across all these countries.

We have been able to convert these investments into organic core revenue growth significantly in excess of the U.S. and expect to continue that as long as these long-term trends progress. Thanks again for joining us today. And Tom and I will now be happy to take your questions. Operator, you please go ahead and open up the call..

(Operator Instructions) Our first question comes from the line of Michael Rollins from Citigroup. Your line is open..

Hi, good morning. Thanks for taking the questions. I had two if I could.

The first is when you look at the size of your international portfolio how is the Board and the management teams thinking about the optimal size of international versus domestic in terms of the mix? I feel like a few years ago, you had some aspirational targets of where you wanted to get international too and curious where that might be today? And then secondly and related, is there a level or set of circumstances in which you may consider separating the domestic business from the international business? Thanks..

Michael, good morning, it’s Jim. We have said publicly couple of times in the past that given our really strong positioning both in the U.S.

and in these major markets that we have selected overseas that we no longer have a sort of percentage revenue target that we are aspiring to, but rather given that widespread kind of aperture of opportunities that we are just going to pick the very best ones whether they are in the domestic market or they are in global markets.

We have a really disciplined approach to that as you have seen conduct over the years and we have made investments over the last 12 months sizably in both sides of that equation. So, we will continue – we expect to do so. As far as separating the business, that’s not something we contemplated.

We feel that there is incredible amount of management synergy, knowledge of how to do master lease agreements, our global financial and financing abilities were increasingly getting local currency debt in the number of markets, for example. So, we think that this is a strong global company and intend to keep it that way..

Thanks very much..

And your next question comes from the line of Eric Frankel from Green Street Advisors. Your line is open..

Thank you very much. I appreciate your forecasting of data traffic growth, I thought the analysis was real interesting.

I was wondering if you could comment on some of the technological advances that we have made – might be seeing specifically – especially in densely populated areas, one thing that kind of peaked our interest was the mesh networks that were being created in Hong Kong so that the protesters could communicate with each other where I think it’s the cell phones that are specifically talking to each other, is that technology in it’s infancy, is that a real threat down the road?.

We don’t see mesh networks or P-cells or small cells or Wi-Fi as a threat to our core business at all, because our core business is in rural and suburban environments with population densities under 5,000 people per square mile. That’s a really important demographic measures that you need to keep track on.

And a crowd in Hong Kong is almost the opposite of a rural or suburban environment, because of the density of people that are in one place. Same can be said of Time Square during a summer afternoon when there are lots of tourists. And those are kinds of places where a lot of these technologies should be employed.

The capacity requirement in an extremely targeted geographic area is so great that those technologies do make sense. 99.4% of our towers serve locations with less than 10,000 people per square mile and 95% of our towers serve places with less than 5,000 people per square mile.

Those types of areas based on coverage and capacity, equations in RF physics and also on the economics of how many sites you would need to put together or to enable from a bad call and computing perspective to make a network operate in those kinds of topologies just it essentially insist that the towers is the correct solution if you do all the math..

I appreciate your response. Thank you..

And your next question comes from the line of David Barden from Bank of America. Your line is open..

Thanks a lot guys. So, I guess maybe two questions if I could.

First one for Tom would be just on the opportunity set on the radar screen right now, we see Verizon, we see America Movil contemplating a big tower sale, I don’t expect you to comment on kind of what’s preferred, but could you scope out your financial wherewithal as it stands right now, your willingness to kind of go back up to the high 5s in leverage plus your revolver, plus your other financing resources, what is your resource pool to go after all these big opportunities that seem to be on the radar screen.

And then second, Jim just maybe a follow-up on that question earlier was we are obviously having a very strong period right now, as we look into ‘15, ‘16 the carriers are saying that they are going to be deploying more of their capital towards those densification efforts maybe in areas where your tower portfolio isn’t as dense and we have got the Clearwire decommissioning the Metro PCS decommissioning, the LEAP integration at AT&T, should we be expecting that growth is more likely to be slower rather than steady or faster in the next couple years, because of these forces and if you could talk to that, that will be helpful? Thanks..

David this Tom, I will take them in order. First, to your first question relative to kind of the strength of our balance sheet and the strength of our ability to access the markets, I think our history kind of speaks for itself.

I mean if you take a look at the transactions that we have done over the last year, we have added 14,000 towers in the last 12 months.

And we have been able to manage that in a way that we have been able to de-lever, we have been able to continue to fund the business, continued to obviously increase even the rate of our dividend and de-lever in such a way that we ended the quarter at 5.1 times net debt to LQA EBITDA.

So, I think relative to all of the transactions and candidly there are many transactions around the globe in addition to the two that you had just mentioned that it makes sense for us to look at. And as Jim mentioned we have used the same discipline in capital allocation strategy and investment thesis for 15 years. And so it has served us well.

And we also have additional facilities we put in place. I mean, as I mentioned we have $3.5 billion of liquidity available.

So, I think as we have talked in the past to the extent that the transactions are strategic and makes sense for us, we have told our investor base that we would be willing to use equity where if it makes sense, but we are very committed to our target leverage of 3 to 5 times net debt to EBITDA.

We think long-term having that kind of quality balance sheet and investment grade capability giving access to market and lower cost of funds is one of our core foundational strengths that we have in our business.

So, we have I think a lot of opportunity, a lot available to us in terms of being able to raise the kind of cash, if in fact those deals presented themselves..

And David, it’s Jim. We will provide guidance for 2015 as Tom said in February and the reason we think it’s important to provide the guidance then is we have a lot more information on very specific carrier projections for CapEx plans, individual company sort of application flow with us and a lot of other data.

So, we will provide the guidance specifically then.

But we want to just remind everybody, we have run this company for 5-year, 10-year and 20-year time horizons and the overall trends we feel are going to support the 6% to 8% domestic core organic growth for us over certainly that 5-year and 10-year time horizon in our Q with everything we know today.

There will be some ebbs and flows and individual and even collective carrier spending for market or country, but when you have the differentiation we have across major positions with all four national carriers in the U.S., in addition to that, we have tremendous diversity across regions, customers and technologies in our international segment.

I think again, we can be very confident that between the 6% to 8% domestic core organic growth and 200 to 300 basis points above that again for that 5-year to 10-year time horizon, you are going to get a more stable output from AMT in any given year than you are going to get from sort of a portfolio that’s much more weighted to say one country whether it’s here in the United States or others.

So, that’s how we run the business. And we do think that the consistent technology trends, the strength of the mobile operators, who whether they are in the U.S. or overseas are very, very sizable companies and also the fact that in the U.S. 85% of the people have to be served over that time.

We are not going to see tremendous fluctuation in our growth rates anywhere..

Great, thanks Jim..

Yes..

And your next question comes from the line of Tim Horan from Oppenheimer. Your line is open..

Thanks, guys.

Jim, where do you think we have wireline replacement, it seems like the carriers are building out more and more in rural areas, is there any insight on how those trials are going and the ability to basically do that? And then secondly, just your insight to maybe how the voice-over-LTE trials are going at this point now and the quality of that? Thanks..

Sure. One of our served vertical industry initiatives has been rural employment. So, we have relationships both with the major carriers that are looking to do some of that work and their rural operator partners. There is a solid trend of deployment going on in these markets, but it is a complementary piece of our sort of massive core U.S. business.

It’s not going to be an overwhelming part. So, definitely helpful along with some of our other verticals that we work with and constructive, but again it’s not overwhelmingly impactful, but positive. From voice-over-LTE perspective, the two leading national carriers in that are Verizon and AT&T.

Verizon feels again we are just with – I would respect our customers who basically reflect their public statements. And so public statement from Verizon has been that they are finishing coverage, they are going to be launching the product over the next year or so.

AT&T is in this similar sort of perspective with the commercial launch they say within the next year. So, the two carriers that will probably come out first with widespread VoLTE will be those two, but also T-Mobile has been working on it and we have sort of yet to hear from Sprint on that particular topic.

So, over the course of 2015, I think you will see more advertising for this kind of product, more handset deployment that includes the technology that’s needed. And so it will take a few years to roll it all out, but it looks like it’s starting in 2015..

Thank you..

Your next question comes from the line of Brett Feldman from Goldman Sachs. Your line is open..

Yes, thanks for taking the question. There is an emerging conversation about whether tower operators should be paying out a much higher percentage of their AFFO as a dividend. You are in an unusual position for a REIT in that, because you still have NOLs, you are able to retain most of your cash and reinvest it in the business.

And so just a couple of questions here.

First, could you just remind us sort of where you are in the utilization of your NOLs? At what point in time for REIT requirements, will you have to go to a higher payout and what would that look like? And then just also remind us why are you choosing to do this, meaning you could just have a very high payout right now if you wanted to? What are the factors that have caused you to think it makes the most sense to retain your cash or alternately what would cause you to change your mind about paying out a higher percentage even if you weren’t required to?.

So, Brett, this is Jim. I am going to start off and then I will turn it over to Tom for some of those specifics on the NOLs and the payout ratios and all.

But I think you are well aware since you have been covering the company for quite some time that since I have joined in 2001 in American Tower, we have had a consistent discipline and decisive strategy based on three strategic pillars. The first of those was and still is achieving large-scale and leasing tower assets in the U.S.

and other select major markets. The second of those was continuously improving our operational capabilities on our contracting skills, which are really critical. And then thirdly was maintaining a strong balance sheet enabling us to the acquire assets at depressed prices in times of dislocation in capital markets.

So, all three of those pillars remain really important to us. Our capital allocation strategy, our financial leverage targets and our dividend policy are all really meant to enable the execution of the three pillars of our strategy.

So, the combination of organic growth for operational excellence and inorganic growth through acquisitions and construction programs have worked we think really well for the company during this whole period of time.

So our management teams focuses on optimizing the returns on our existing assets on generating maximum cash flow from those assets and then reinvesting that cash flow augmented by what we call appropriate leverage levels.

And so we are constantly evaluating the opportunity set of acquisitions as we have already talked about and seeking attractive construction opportunities with the goal of investing in our business whenever it meets our discipline decision criteria.

And knowing there is excess cash, you have seen us return it to shareholders beyond our REIT distribution through share repurchases. And some of those share repurchases say 4, 5 years ago when the opportunity side of acquisitions wasn’t that great, those repurchases were quite sizable.

So, this straightforward capital allocation strategy has consistently generated strong cash flow growth and returns for our shareholders and we intend to continue to pursue that again in disciplined manner and decisively.

So, Tom, why don’t you ahead?.

Yes, I would just add on to that, Brett, couple of things.

First of all, is in my remarks I talked about us allocating about $3 billion of capital this year and just to kind of reinforce what Jim had said, I mean, $1.5 billion of that will be on acquisitions assuming the closure of the acquisition that we have pending down in Brazil, $1 billion on CapEx, and $0.5 billion plus relative to our dividend.

So, again, it’s very consistent, it’s all simultaneous, it’s driving return on investment to our shareholders in terms of driving AFFO per share, driving accretion, driving value that way as well as complementing it with we think a very strong dividend. With regards to the dividend, we will pay out about 30% of our AFFO this year.

We started the year with about $650 million of NOLs and will end the year with about $300 million of NOLs, which will probably get utilized over the next 18 months or so. So, as a result, we would expect over the next few years to be up in the 40% to 50% of AFFO payout. And again, that’s what’s driving the 20% plus growth in the dividend.

And as you saw on the last dividend payment last quarter, it was 25% to 30%. So, we think that this whole balance in terms of being able to kind of really walk and chew gum at the same time driving top line good performance in the business as well as a solid growth into dividend really putting them together provides a really compelling return story.

And it’s worked as Jim said for 15 years and we have stuck to that game plan and it’s all within the construct of having a very strong balance sheet and we think that’s going to position us really well going forward as it has in the past..

And just to clarify when you are at that point where you are closer to a 40% to 50% payout after you have utilized the NOLs, I would assume that that was essentially a proxy for the taxable net income in the QRS because that’s roughly what you’ll be required to distribute?.

That’s exactly right..

And are there any challenges bringing cash back home from overseas to pay the dividend or is that something you get around simply by including that in the QRS and you don’t’ have deal with repatriation?.

Keep in mind that even if and we do have a couple of properties in the REIT mainly Costa Rica, Germany and Mexico. And even through the taxable income is generated there it doesn’t mean we have to bring back the cash from there to meet the dividend requirements. So no, we can use cash that’s generated in the U.S.

to meet all of the REIT distribution requirements..

Great. Thanks for taking the questions..

You bet..

Your next question comes from the line of Colby Synesael from Cowen and Company. Your line is open..

Hi great. Thank you. A few question if I may. One, it seems like there is a lot of talk about capital market activity in Brazil, I was wondering if you could just talk about what the potential for consolidation in that market would be on your business or what you think it could be.

And then the second question you cited this traditional 6% to 8% organic growth rates in the U.S.

that you are targeting long-term, obviously we are doing to your own guidance greater than 9% this year, any sense whether based on what you are seeing right now would suggest that you are getting to get back to that 6% to 8% next year or is there still what you think an ability to sustain higher than above average at least for the next 12 months? Thanks..

Colby, this is Jim, there are often rumors of industry or operator consolidation whether it’s the U.S. or other markets. We have a solid understanding of what is in a number of scenarios, but we are not sure any of them are going to play out, so I think speculating on that right now is premature.

And as we talked about we will provide guidance with all kinds of specifics around it in February for 2015. And the company’s public statement for last few years has been always for the mid and long-term that we expect 6% to 8% organic growth in the United States for the foreseeable future.

So we will update that or be more specific I should say in February..

Okay, great. Thank you..

Your next question comes from the line of Ric Prentiss from Raymond James. Your line is open..

Thanks. Good morning guys..

Hi Ric..

Hi, I have a couple of question.

First back to Brett’s on the dividend, is the 40% to 50% payout a little lower than what you had thought historically and could there be some movement of other international assets from the taxable to the qualified REIT subsidiary that would raise that over time?.

Clearly, if we did move other entities into the REIT that would increase over taxable income and clearly the requirement for dividend but we don’t see that now. Ric we have tremendous amount of headroom on all of our tests.

We think we have the right balance between what’s in the REIT and what’s not in the REIT and I don’t see any change to that in the foreseeable future..

Okay.

And then on the M&A front, you had some acquisition with NIHD that was announced but there is still I think maybe a ballpark of 900 towers that you hadn’t closed yet, any thought on if those are still going to close and the BR Towers it seems like maybe you didn’t hedge that so the currency fluctuation has caused it to be a lower price now?.

Yes. I mean on the BR – I mean first of all on the NII I mean we will continue to look at those. We are not going to be – we haven’t brought significant amount of them in, but we have the ability to kind of cherry pick which ones makes sense for us and so it’s been relatively immaterial in terms of any incremental activity on that front.

And with regards to the BR acquisition, yes it’s right. I mean the currency is now at 2.45, I think to the dollar. We expect to again close that in the – sometime during the quarter, we have it included in our guidance Ric, so I just want to make sure that people understand that.

And for 2014 or 2015 we will roll that out as part of our guidance when we rollout it out in February. So, we are continuing to be excited about the acquisition about that particular opportunity. We think it’s going to be a great set of assets for us going forward..

And right, it’s Jim, you are right the purchase price is in reais, Brazilian reais, so your assumption is correct on the front..

Okay. And the final question on the kind of M&A side, any concern that the regulators whether it’s Mexico, U.S.

or elsewhere would have concern about assets and size of tower companies and concentration of towers, have you heard anything from any of the regulatory bodies out there?.

Well, we have not received a challenge historically on any of our deals, Ric, in any of the countries that we are operating in, but we can’t predict the future behavior of regulators, so I just can’t address what they might do, but in the past we have not dealt with any regulatory requests or changes to our proposed deals..

Okay, thanks..

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

Thank you very much and good morning folks..

Hey, Amir..

I wanted to see if I can probe a bit more on your U.S. organic growth here.

I mean, some of the demand statistics you provided on your prepared remarks certainly helpful in understanding the core technology trends over the mid to longer term, but of course there has also been a lot of discussion among both the telco equipment community and the carriers themselves around the pace of investments taking place in the U.S., I mean, I realized that drawing a parallel between their CapEx and your demand levels is a bit more of an art than science, but wanted to get a better sense on what you are seeing in the mix between coverage and capacity expansion plans? And particularly, what gives you the confidence that in the foreseeable future you will be able to get this sort of 6% to 8% growth? That would be very hopeful..

There is a couple of things going on in coverage and capacity, Amir. And it’s again by major U.S. operators saw again to kind of summarize and integrate some of their public statements.

So, Verizon as regards to LTE has said that it’s essentially got nationwide 4G coverage today and they have also made the point that they need to add capacity to that and they are doing it in a couple ways, one of which is to add AWS spectrum to a lot of the sites they have already deployed and so that’s further overlays on sites that were already overlayed with the original 700 megahertz spectrum, but part of that capacity also includes new transmission sites, which are co-locations for us.

And so we have seen and I think they have said also that they are going to be deploying and have been deploying some more new sites for transmission in addition to those overlays. With AT&T, they are just about, again their public statement is up to about $300 million pops is essentially the LTE builders complete for them across the country.

And they have already initiated a program to densify that network, they call that project, VIP and there is a number of aspects of that, which includes better sort of rural coverage, also density in urban and suburban areas to be able to handle more of the handsets that are being deployed through their customer base.

The interesting thing about Verizon and AT&T is though the total market in the U.S. only is about 30% LTE handset penetration those companies are both about 50%. And so they need to kind of stay and get ahead of the handset deployment that their marketing teams are successfully accomplishing.

Turning to T-Mobile, they have adopted what they call a challenger network strategy. And as of the third quarter, they said they had $250 million pops covered with that new network and they are rolling out LTE in 43 of the top 50 markets.

So, that’s in process and they think again based on their public statement, they will have national coverage by the end of 2015. And again, I think you will see them, deploying different kinds of spectrum to get more capacity and density as time goes beyond that.

And then Sprint has essentially successfully completed its first pass the network vision and now they are adding 2.5 gigahertz spectrum and 800 to that deployment. And so again, these are very long-term projects, they are multi-year, we think and the handset base won’t be sort of totally converted price at the end of the decade.

And I think that you will see these companies having to match the handset deployment with the capacity improvement that’s going to have to go with that. So, we are very confident again about the 6% to 8% for the balance of the decade and probably beyond that..

Jim, the detail was very helpful. I really appreciate that. And then if I may one quick follow-up here. Obviously, there has been a lot of talk around Verizon’s potential sale of its tower assets.

Now, perhaps you can’t answer this, but it does seem as though one of the reasons they are somewhat shifting their tone on considering the sale of their assets was the terms by which AT&T was able to sell their assets, particularly some of the terms around the ability to reserve space on the towers, etcetera.

Clearly, you folks didn’t end up procuring the AT&T Towers.

And I was just wondering if that type of attractiveness for Verizon influences whether or not you think that their assets could be attractive or not given sort of where you guys shook out from that perspective?.

I mean, the only answer we can give you is they might be, because we have crafted over the last 10, 15-year period of time a way to evaluate tower assets that we applied both in U.S. and overseas. And that method of evaluation is very much in depth. There are some terrific people in this specific potential case in our U.S.

tower operation that have been doing this as long as I have been here. And they know how to model the behavior and we actually learned from prior acquisitions we have done an actual activity in the network to re-inform our assumptions on a lot of these models.

And so we sometimes win using this approach and we won with SpectraSite in 2005 and GTP just last year. For better or worse, as you pointed out, there have been a number of portfolios.

We did not meet the requested or competitive purchase price and that includes AT&T, T-Mobile, Mobility, Tower Co., Global Signal, which is essentially the Sprint portfolio of towers.

So, it all depends as you sort of were pointing out the combination of purchase price to either the market or the carrier request to trade that asset and the integration of all those terms and conditions that we model over a 10-year DCF of the terminal value.

So, unless that entire equation, which is a very complex equation, works and meets our investment criteria, you won’t see us act unless it does meet that investment criteria.

And then the other aspect of our global strategy is that, we have never felt and do not currently feel that we have to do a deal because it’s our last inorganic growth opportunity. We have got many, many inorganic growth opportunities currently and in the future whether they are in the U.S.

or elsewhere and therefore we never feel boxed in to have to do a deal. So, it will all come down to the math with us, the terms and conditions and the purchase price integration..

Great, thank you very much for the incremental color..

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

Great, thank you very much. Tom, I think you mentioned that about two-thirds of your leasing activity was amendments this quarter and that was the reversing a trend of towards more co-locations. Can you just talk about the dynamic there and how you expect that to trend going forward? Thanks..

Yes, sure, Simon. And I think in the last 3, 4 months, we have seen an increased amendment activity there. By the way, they are – in the U.S., they are up in the $700 to $800 range. So, they are again high-end kind of amendment activity. And I think it’s a function of a number of things.

I think one of the questions we had before and some of the comments that Jim made relative to VoLTE, I think that we are seeing more activity from our customers gaining nationwide VoLTE coverage. And so as a result, we are seeing more radio heads, more electronics actually finding its way on to the platform.

And I think we saw a lot of that activity as I said over the last 3 to 4 months. I would expect as we have seen in the past that that would again reverse once that coverage is in there and we would then move more to co-los, new leasing just as the carriers continue to fill in the some of the capacity elements.

But over the last as I say several months as they have been trying to prepare for VoLTE roll-out, I think we have seen that impact and that’s come in the form of amendments..

And is that across all carriers or specific to the big two with their push for VoLTE?.

Well, as Jim said there are a couple that are kind of leading the way in terms of VoLTE and so I think you can assume that it’s more related to those..

Okay, great. Thank you..

You bet..

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

That was often close to a dirty word. Yes. I have two questions, first is in terms of looking at the AFFO outlook for the fourth quarter and I know this is just math here, but it does look like there is a sequential step down and that must be related or may be related to some of the incremental sustaining CapEx, it looks likes there is a step up.

So if there is any specific projects that are happening in the fourth quarter that would be helpful to understand.

And then second, following up on Simon’s question about sort of a shift towards amendments, as we think about carrier CapEx and sort of relationships towards incremental revenue opportunity for Tower operators, is there better a flow through whether it’s an amendment or a new cell site you through your lens? Thanks..

Yes. I mean Jonathan on the first question, yes I mean as had or always had expected we would see a slight uptick in maintenance CapEx in the Q4. I think it’s been pretty consistent that way for a number of years.

So while we did increase our AFFO by $35 million we obviously don’t see it as high as we have thought, but there is going to be a slight uptick in maintenance CapEx.

And relative to new leasing and amendment, it’s kind of interesting, because I know that’s from the analyst community that’s kind of a big deal in terms of how much is amendment, how much is new leasing. I mean for us it’s just a sign wave, it’s just trends.

They are going to go through a significant amount of amendment activity as the coverage occurs and then as capacity needs are occurring, you are going to see the densification. From just this past quarter in the U.S.

from an amendment perspective it is $700,000 to $800,000 for an amendment and the average new lease I think was probably in the $2,300 range. So, yes I get it from just more revenue coming from the Co-Lo, no doubt about it. But this is all just part of the migration plan and the network plans that the carriers will continue to deploy.

And as Jim talked about I mean this is 4G is going to be the better part of it – of the decade. So we are going to continue to see these kinds of swings in terms of new amendments and new Co-Lo throughout the balance of the decade..

Great. Thank you for taking the questions..

You bet..

And this concludes our Q&A session for today. I will now turn the call back over to our presenters for closing remarks..

That’s great. I really want to thank you all for joining us today. If there are any further questions, comments Leah and I are here to be able to take those. So have a great day. And again, thanks again..

And this concludes today’s conference call. You may now disconnect..