American Tower Corporation (AMT) Q4 2007 Earnings Report, Transcript and Summary

Good morning, my name is Dennis and I will be your conferenceoperator today. At this time, I would like to welcome everyone to theAmerican Tower Company Fourth Quarter 2007 Earnings Conference Call.All lines have been placed on mute to prevent any background noise.After the speakers' remarks, there will be a question-and-answersession. [Operator Instructions]. I will now turn the call over to Mr. Michael Powell, VicePresident of Investor Relations. Please go ahead, sir.

Thanks, Dennis. Good morning and thank you for joining theAmerican Tower's Conference Call regarding our preliminary fourthquarter and full year 2007 financial information. We will begin withcomments from Brad Singer our Chief Financial Officer. We will thenturn things over to James Taiclet, our Chairman and Chief ExecutiveOfficer. After these comments, we will of course open the call... openfor your questions. However, before I turn the call over to Brad, I would like toremind you that the call will contain forward-looking statements. Thesestatements involve a number of risks and uncertainties. And examples ofthese statements include statements regarding our full year 2008outlook. The evaluation of our potential tax related adjustments to ourfinancial statement, the timing of our filing Form 10-K for the yearended December 31st 2007, and any another statements or matters thatare not historical facts. You should be aware that certain factors may affect us in thefuture, and could cause actual results to differ materially from thoseexpressed in these forward-looking statements. Such factors include therisk factors set forth in this morning's press release, and those setforth in our Form 10-Q for the quarter ended September 30th, 2007, andany of our other filings with the SEC. We urge you to consider these factors, and remind you that weundertake no obligation to update the information contained in thiscall to reflect subsequently occurring events orcircumstances. And now I would like to turn things over to Brad.

Thanks Michael. Before we get started on our results, I wouldlike to highlight that we are reporting only throughout this financialinformation for the fourth quarter and full year ended December 31,2007. In today's press release, we announced that the company is in theprocess of valuing the impact of certain non-cash tax related items andits financial statements, including the potential adjustments to itsdeferred tax assets and liability. The significant portion of the evaluation was undertakenprimarily as a result of the settlement of the Verestar bankruptcyproceedings and related litigation, which was approved by theBankruptcy Court in the fourth quarter. As a result, we are unable atthis time to provide complete financial results for the quarter andfull year ended in December 31st 2007, and currently all financialinformation present on this call remains subject to the completion ofour analysis and the completion of year end audit. However, we believethat the financial information released today would not be affected bythe potential non-cash tax related adjustments. And the adjustmentswill not have an impact on our historical revenues adjusted EBITDA,cash flows from operations for pretax income from continuingoperations. The company intends to report its complete financial resultsand filed Form 10-K for the year ended December 31st 2007 as soon aspractical. While we anticipate that we will be able to file the Form10-K within the 15-day period permitted, due to the complexity of theanalysis and depending on the final outcome of our valuation, we mayneed up to four weeks to prepare and file the Form 10-K. American Tower successfully completed the year, deliveringstrong operating performance while continuing to invest in its ongoingoperations. We ended 2007 with record levels of revenue, gross margin,and free cash flow, and then a strong financial position. For 2007, ourtop line revenue growth gross margin and free cash flow met or exceededour expectations marking the sixth consecutive year that AmericanTowers met or exceeded tower revenue, gross margin, or operatingprofits outlook that was provided beginning of the year. Our fourth quarter total revenues increased 12% to more than$378 million, an 11% for the full year compared to 2006. Ourperformance was driven primarily by organic revenue growth and ourrental management division, which increased 12% to over $370 millionfor the fourth quarter. Our tower gross margins increased 14% to $284million for the quarter. In the fourth quarter, we achieved our largestquarterly commenced new business in our history, which was 125 millionof annualized revenue, which excludes any escalates. Please note thatour fourth quarter revenues included approximately $3.5 million ofpositive non-recurring items that were not included in our previouslyspoke outlook, related to non-cash straight-line revenue adjustment anda cash settlement from one of our customers. Our expenses included 1.5 million of non-recurring negativeitems resulting in an unforecasted positive contribution to grossmargin of $2 million. For the full year 2007, our results areapproximately 23 million and 24 million above of our initial 2007 towerrevenue and gross margin midpoint outlook provided to investors in late2006. Our total selling, general and administrative expense was 46million including 11 million of non-cash stock based compensationexpense. Our SG&A expense also includes approximately $3.2 millionof cost associated with historic stock option review and relatedmatters, which includes 1.5 million of net expense related to theanticipated settlement of the class action lawsuit. Excludingstock-based compensation expense, our fourth quarter tower and growthservice margin plus SG&A increased 16%, a return $53 million. Forthe full year 2007, our tower and service gross margin plus SG&Agrew 13% to $980 million. Our operating income for the quarterincreased 38% to $101 million in the prior year. In the fourth quarter, our capital expenditures totaled 47.4million. During the quarter, we successfully completed the constructionof 66 towers and 2 in-building installations with momentum through asolid pipeline of domestic and international new build... new towerbuild going into 2008. The average unleveraged day 1 return on newtowers and in-building project was approximately 15% with strongprospects for additional tenants like further increase our futurereturns on invested capital. In addition to our constructionactivities, we acquired 181 towers during the quarter for approximately$23 million. For the year, we built 152 towers and completed theinstallation of 17 in-building sites, which was below our originalexpectations. In combination with the 293 towers we acquired during theyear, we added a total 462 towers in in-building units to our portfolioduring 2007, which produced initial returns of approximately 13%. Wealso increased our land purchase activity acquiring $13 million of landin the fourth quarter and over $44 million for the year. With our strong revenue growth and disciplined capitalspending and cost control, we produced approximately $540 million offree cash flow for 2007. We define free cash flow at cash provided byoperations with all capital expenditures. Please note that the freecash flow calculation include $111 million of discretionary capitalspending on construction of new towers and in-building site landpurchases and capitals to redevelop existing site for additional tenantdemand. We are refining our 2008 outlook. We continue to anticipatelevels of commenced new business to be higher than 2007 level. We areraising our initial 2008 revenue guidance by approximately $12.5million as a midpoint of our outlook. We expect incremental towerrevenues to increase by approximately $120 million to $140 millionoffset by an approximate $25 million decrease in the non-cashstraight-line revenue. As we discussed in our last earnings call, thedecrease in straight-line revenue is a normalized decline that wouldhave occurred in 2006 and 2007 without the multiple ten yearextensions, which were signed with our national carriers. And that wepreviously disclosed relating to increased straight-line revenue in2006, and slightly increased straight-line revenue year-over-year in2007. On a cash basis, we anticipate tower revenues decreasingapproximately 8% to 10% and 6.5% to 8% on a GAAP basis inclusive ofstraight-line effect. We anticipate converting approximately 80% to 90%of incremental tower revenues to gross margin. In addition to typical inflationary levels of increase inSG&A, we expect an increase of $4 million related to ourinternational expansion effort. Based on strong levels of customerdemand, we anticipate 2008 tower and service gross margin less SG&Aexcluding non-cash comp to increase $95 million to $120 million for2007 excluding the reduction in straight-line revenue of approximately$25 million and $14 million in cost incurred related to historic optionreview in 2007. We have increased our capital spending expectations for 2008.As a result of several initiatives focused on our tower constructionpipeline, we now anticipate that we will build between 300 to 400 newtowers in 2008. In addition, we expect to increase our land acquisitionactivities and our targeting investing 40 months to 60 months. We alsoanticipate our redevelopment efforts will be greater primarily drivenby our activity in our international markets. As a result, we increasedour outlook for total capital spending to between $185 million and $215million. If we are successful in executing our built plan landrepurchase initiatives, our capital spending may increase beyond thecurrent outlook. Our financial position remains solid due to strength of ouroperations and fundamentals of wireless industry. During the fourthquarter, we repurchased approximately 8.9 million of our shares returnto our stock option repurchase program were approximately $385 million,with an additional 4.3 million shares or $165 million subsequently endof 2007. As a result, we have repurchased over the past year and half atotal of 2.2 billion representing over 57 million shares. We will update investors on future repurchase plans when wecomplete the review of the non-cash tax related item and file theappropriate document with the SEC. We remain committed to return incapital to our shareholders. We do not have a productive investmentopportunity in our core tower business. With spring training beginninglast week, we look forward to 2008 as the rest stocks [ph] begin towork hard on defending the relative style, and we continue to produceindustry living results. I will now turn things over to Chairman and CEO of American Tower, Jim Taiclet.

Thanks Brad. In light of the excellent operational resultsthat Brad just reviewed, I would like to first highlight to ourinvestors on the call and express my deep appreciation to our managersand employees in both the U.S. and our international market. These arethe talented and energetic people, who make the sales calls, plan thetowers, press release [ph] documents, make the ledger entries and dothe many, many other critical tasks that enable our company to deliverthis kind of performance. Our company, our whole organization is poised for a strongyear of growth in 2008. As reflected in our updated guidance, weanticipate 2008 will be one of our strongest years of commenced newbusiness. Importantly, we believe this growth will also have the mostadverse and evenly proportionately spread of sources that we haveexperienced in the company's history. In the U.S., we expect meaningful contributions from all fournational carrier legacy networks. So, Leap Wireless and MetroPCS asthey rollout for Auction 66 spectrum and from a portion of the initialplan WiMAX deployments by Clearwire and Sprint. Moreover, we anticipatean active year in both Mexico and Brazil from a number of carriers,including Claro, Vivo, and Oi, all of which have secured additionallicensees in Brazil. In sum, we feel good about that scale and scope of our newbusiness in 2008. There are also a number of trends evidenced inwireless that we believe will support strong demand for tower spacewell into the future. These trends re-enforce two continuing things:the ever growing importance from mobility and telecommunication and theindustry's drive for a greater bandwidth and speed. As to the growing role of mobility, there is nothing happened[ph]. In 2007, wireless minutes were well in excess of wired minutesand the trend lines continued to diverge. The country's two largesttelecommunications companies, AT&T and Verizon have publicly statedtheir dedication to wireless services and have recently taken somenotable steps. These include AT&T's successful launch of the Apple iPhoneand its purchase of 700 megahertz spectrum in advance of the currentoption and Verizon's announcement of LTE as its directional technologychoice of the future. And even wireless penetration and usage ratescontinue to grow, it is evidenced that it's critical that wirelesscarriers of all types to protect and grow their revenue base. Consequently, carriers continue to invest in marketing,handsets and network quality to keep their existing customers and arestriving to keep churn to a minimum. Another example of these types ofinnovation is the premium and limited usage plans recently unveiled bythree U.S. national carriers. Ongoing network investment will berequired after these types of plans with competitive signal quality andcoverage. So, while mobility is becoming more and more important, asecond theme is the advancement of all the elements necessary to takeus from the 2.5G to a 3G to a 4G world in U.S. telecommunications. Justas it took a wide range of industry players to bring the wired Internetfrom dial-up speed to today's multi-megabit speed, it will take a broadarray of technology, hardware, and software companies to develop widespread mobile data services in the three plus megabit per secondrange. Major investments in technology hardware and software are allnecessary to advance wireless fees and bandwidth for today's wired highspeed Internet offerings that are available through cable modems andDSL. We are now seeing the leading players in the technology hardwareand software industries making major commitments to investing inwireless products and services. To mention just a few common examples, on the technology frontis Intel with its WiMAX challenge to the 4G aspirations of Qualcomm andthe GSM consortium. With respect to handset hardware, Apple's entrywith the iPhone is a landmark event that could encourage additionalconsumer product leaders to focus on wireless devices. Regarding software, Google's recent activism in the wired [ph]space should facilitate bringing not only its own resources to theindustry, but that of independent application writers as well. Andwhile technology hardware and software are all essential to advancingtowards 4G, the capacity and motivation of the wireless carriers toinvest in their networks to deliver their requisite speed and bandwidthare crucial. Carrier economics will drive these investments. And as voiceservice matures, wireless carriers are likely to increasingly looktowards high speed data services for future revenue growth. Verizon andAT&T both appear to be committed to an LTE upgrade path over thenext few years and Sprint and Clearwire are already doing trials anddeploying higher speed WiMAX markets. Prices for 700 megahertz of spectrum in the current SECauctions are exceeding expectations, indicating that this spectrum is avaluable enabler for a widely offered high speed next-generationservers. For tower companies, the deployment of 4G networks wouldlengthen and strengthen the demand for tower space. Both 3G and 4Gnetworks drive augmentations of existing cell sites and they drive newcell sites required to the more dense networks that will ultimately benecessary to deliver these types of services. And so the most important strategic and investment questionfor American Tower is, will the wireless industry move toward deployinghigh speed services for broad consumption in the U.S. over the nextfive years to eight years. We believe the answer is yes. We see themajor pieces coming together; carrier financial strength and businessmotivation, sufficient spectrum availability, enabling technologiesfrom inside and outside the current OEMs, consumer friendly handsetsand bandwidth-hungry software applications such as music and socialnetworking. Consequently, our company strategy remains steady. Seek to addquality assets to our portfolio both in the U.S., which will remain thestrong center of gravity of our company and in select internationalmarkets. Continue to improve the operational performance of our assetsby maximizing revenue growth and maintaining disciplined cost and CapExcontrol. And finally maintain financial flexibility with reasonableleverage and a diversity of financial instruments and centers. Ourstrategy we believe enables our company to prosper in a range ofeconomic and capital market scenarios. We are confident that ourbusiness will perform well in 2008 underpinning our increased guidancefor the year. And we also expect that our strong balance sheet willprovide the access to capital to invest in our business; and once ourfull financial statements are completed, we address our historicalpractice are returning excess capital to shareholders. Thanks everyone for joining us in the call today. And at thistime, Brad and I would be happy to take your questions. Question And Answer

[Operator Instructions]. Your first question will come from the line of Ric Prentiss with Raymond James.

Yes, good morning guys.

Hi Ric.

Hi. Couple of questions for you; probably start with couplefor Brad on the guidance. Can you kind of update as far as what gaveyou the comfort to take the guidance up? Was it the leasing activitythat you talked about to increase strong step in fourth quarter? Was itthe 180 towers that you guys have bought since the end of the quarter?And also on that $95 million to $120 million number you threw outthere, was that on cash EBITDA as far as year-over-year growth? I wastrying to compare that with the last guidance you gave for 08was.

Sure. Let me take them in order. We gave the comments toincrease the revenue midpoint was a combination of both them. It wasprimarily due to new business. We had an exceptionally strong fourthquarter; the best in our history in terms of what was signed. It'sbased on the pipeline of what we have signed and our running. And thenthe acquisition was also a portion, not quite as much as the newbusiness. But that's... but it did contribute to it. And so to allthose things that growth plays into taking the numbers up, but we feelthat based on where we are today, those numbers are very justifiableand gives an appropriate outlook. As expected, it's not adjustedEBITDA. It is gross margin less SG&A and adding that non-cash comp,which you could be construed as a proxy for growth for adjusted EBITDA,but not by mix. It's... what we had last time was really... what we...to make it cash based is we only did a... we took it as a GAAP numbersort to speak by factoring in the $25! million decrease. Here we took everything down to a cash level and that's the numbers I got it.

So the... so that $95 million to $120 million excludes the $25million non-cash or... yes non-cash great line item?

And adds back and also deducts the $14 million stock optionreview cost was apples-to-apples, and we have none in 2008. We shouldadd them... we should take it out of our gross margin less SG&Aadded that non-cash tax number.

Okay. Another question for you, with the review of the taxassets and liabilities, any expected change to your net operatinglosses or can you just kind of update us as far as how large is yourNOLs right now, and when do you think that will carry you through asfar as not being a significant cash tax fare?

Sure, this is not a tax issue sort to speak as it impacts ourtax NOLs. This is a GAAP issue in terms of how they are accounted for.So I just want to differentiate that the actual NOL itself that wewould be utilizing our tax returns. And we don't anticipate a change inas the work stands today. And so what you are really doing is that howis it accounted?

And your NOL should carry it through... how much...

Well, wehave about 1.7 billion of NOLs, and that should carryus through this decade and maybe a year or two beyond.

And then final question for you is, I think, Jim, in yourcomments you mentioned update to the stock buyback would be after theyear-end audit. How is that... why the delay in kind updating theirthoughts on the buyback programs?

Ric, we'd rather just give the financial statements out, so wecan implement a 10B-5 program. To do it, we offset direct, we offsetway would not enable you to do a 10B-5 plus you just want to have goodstatements out there that the goal were down in net income, but whilewe make an announcements on equity.

Okay, so really is more the kind of program that you guys have used as far as doing the program in the past?

That's correct. Because what happened is our natural blackoutperiods, Ric, begin prior to when you end the quarter.

Great.

So we are going to March 31st, and then we have a naturalblackout. We need to sign those programs up and put them in place to beable to be active...

Right.

...prior to the blackout.

Makes sense. Great, thanks guys.

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

Hi, good morning.

Good morning.

Just a couple of questions, I guess first if there is anupdate in terms of specifically what's going on in the ground in Indiaand Latin America in terms of the relative investments you are makingthere versus the U.S. And the second part of the question would be, ifyou look at the acquisition opportunities because of our balance sheetand the market environment were in and also giving your outlook for howyou feel the future is going to play out in terms of cycle locationdemand. Is this the time to really accelerate the M&A activitywhether it's building out more of a portfolio in Latin America, U.S.,or again you talked about India in the past? Thanks.

Yes. Hi Mike, it's Jim. First of all, you've already heardBrad talk about raising our expectation of tower builds, right? So, themost sort of controllable activity in our most mature markets U.S.,Mexico, and Brazil, we are already moving ahead with higher build plan.So that's the first point. Second point, I just want to start byreiterating that we expect the U.S. tower domestic operation to remainthe center of gravity for the company for the foreseeable future; andas you know, it's 87% of our revenue base today. But the compliment tofurther diversify that existing revenue base, we are evaluating a rangeof investment opportunities on a number of dimensions you guys haveheard us talk about before country as of used asset quality, grossprospects. And you can be assured that the historical discipline thatwe've applied when looking at investments in the past, we are alsoapplying them today as we actively evaluate internationalmarkets. And so, we all have announceable transaction today, Mike, butthat's... the consistent theme of how we are approaching that. Whereare the opportunities? I think you named two of them top on our list,and all if you start with Latin America, again we have existingoperations. We have customers that are common in those two countries inMexico and Brazil and additional countries. So, we've got a very strongfocus on adding potential countries in Latin America and expanding inmarket as we have already talked about. India, we've got a team on theground. They are assessing the opportunities today. You haven't seen usact in some of the auction situations. That's been purposeful on ourpart. We've been able to see them and decided not to participate. Sojust what we ask is, give us some time. We will either make a revenuegenerating investment in the near to mid future or will decelerate someof our SG&A investment looking at these things. So we are onanything today Mike, but !again that's the consistent way we are looking at it and everything is on the risk adjustment return as you know.

And just as a follow-up, can you give us a little moredescription as to where the 180 towers were that you acquired, was thatU.S., was that Latin America?

Those were primarily Latin America and kind of consistent withhow our dollars were spent this year, which was 30% of our acquisitionsfor U.S. base, 70%... in dollar terms, 70% were international. Thereturns that we averaged were roughly between 13.5% and 14% initialreturns on leverage on that money.

Thank you very much.

Sure, Mike.

Your next question will come from the line of Jonathan Atkin with RBC Capital Market.

Yes. I had a question about tower cash flow marginsequentially. I think the trend might have been down a bit from 3Q to4Q; wondering what drove that. And then with respect to just activityon the ground in Mexico and Brazil, can you comment on the activity ofthe kind of the legacy carriers, and then you mentioned new licensebuild-outs. Can you give us just a little bit more operational colorfor each country?

Sure John; it's Brad. I will start and then I will turn overthe Latin America question for Jim. The reason for the sequentialdecline was if you remember last quarter we had one-time items thatwere fairly substantial. So we had a $4 million one time gain inrevenue and we had a $2.5 million one-time benefit in expense. So thosedidn't exist this quarter and that... it's a fairly significantone-time that causes margins to go up when you reduce expenses and youincrease revenue. In the fourth quarter, we also had... just anoperationally when you strip out the one time item, it's usually apretty... it was a heavy quarter for R&M, as we do certain year-endprojects that are finally done. And then we also had a little bit ofuptick in non-cash revenue... I mean ground lease expense related tosome of the buyouts that we have been doing or extending of leases,because we do extend a lot of our lease... if they have 20 years to go,we extend that sometimes another 20 years. A!nd so you have to then increase your straight-line over that period oftime. Those were the major drivers in terms of the sequential grossmargin.

Yes Jonathan, it's Jim. When it comes to Mexico and Brazil, weare going to see a lot of activity from our existing carriers,especially Iusacell combined now with Unifone in Mexico, also sort ofrun rate level of business from Telcel and Telefónica and NextelInternational too. And then there is a few new WiMAX and fixed wirelessplayers in Mexico price modest, but beneficial, nonetheless MVS, Axtel,and Telemex, the wired phone companies actually getting into some fixedwireless projects as well. In Brazil, Claro and Vivo, which are América Móvil andTelefónica affiliates respectively, both acquired additional spectrumthat gives them nationwide coverage, so that will be doing somebuild-up there. Oi acquired a new license in Sao Paulo state. And alsothere is a new carrier called Unicel that's sort of gearing up to do arollout in Sao Paulo also. So those are the sources of much of the newbusiness that's coming here in the Mexico and Brazil.

And then the 70% of new tower builds that are international,what's been the rough mix respectively as well as maybe for 07 betweenMexico and Brazil of that 70% in other words?

That was acquisition, what we... that 70%, not new builds.

Okay.

But coincidently, it's about one-third U.S. and restinternational, that's not far off. That's what we anticipate in2008.

And of the international, is it split-evenly between Mexicoand Brazil or is it weighted more toward one country?

Brazil is higher this year than last year.

Okay. And then finally, you talked about the lease extensionsand then combined with ground lease repurchases, is there anyway tokind of give us some flavor for during the preceding fourth quarterswhat portion of ground leases have either been extended orpurchased?

We will have that in our investor presentation, so that's Ithink the best place to cover with respect to this year. [ph]

Great, thank you.

But our whole goal is really to extend out anything we have...though even though it's a small subset of our ground leases, anythingthe next 10 years should be dealt with by the end of this year andwe've made substantial progress, and then year 11 through 15 were offthe constantly held up.

Thank you.

Your next question will come from the line of David Janazzo with Merrill Lynch.

Good morning. In the release, you mentioned looking at a rangeof economic and capital market scenarios. Obviously, you are going toneed get the financials out, but with your strategy of the prudentfinancial leverage in the diversifying of the capital structure. Canyou discuss that some of those scenarios that you are seeingparticularly capital markets and how that's going to weigh on yourconsiderations?

Sure, let's... we finance ourselves in three primary markets,which is the securitization market, the bank market and that'srelationship bank, not the Term B more broad investor market. And thenthe typical corporate debt markets, which are bond. The securitizationmarket is very challenging, very volatile with very few new issues andspreads that are... we have gapped out dramatically well beyond anyhistoric level it's been seen. That market may take time to ultimatelysettle out and may never settle back to where it was, since that wasreally... were the securitization market was at historically tightlevel. So that put us towards the bank market and the bond market. Bothare open to us, I think the key is to be selective especially in thebond market, because that is... there is opportunities we can use ourcredit... our good credit ratings to issue, but you just don't want todo it in a period, which my have a lot of volatility. So you just waityour time and move for!ward. The bank market we have very good relation with our bank thatsome market that is again open. There is a finite amount of capital inthe bank market. I don't think our current facility is asset as thatfinite amount of capital, but again you can go up, but you can only goup so much. And that's how I'd like to portray.

Thank You.

Hold the line David, I think we have got access to the capitalmarkets in 2008 due to things that we like to do.

Okay, thanks.

Your next question will come from the line of Brett Feldman with Lehman Brothers.

Thanks. This is a quick follow-up to the last question. Canyou just remind us where your availability under the revolver is rightnow?

Sure, I think as of year-end, we had $875 million or $825million outstanding. There was a $1.25 billion revolver. So you've gota little over $425 million in their low left section, because it's afew lines of credit accounting into and so that's where we ended theyear.

That's $825 million is available right now?

No, that is drawn.

That's drawn?

$2.5 billion facility.

Okay. And then just one last point of clarification; I thinkyou mentioned in your guidance that you are assuming about $9 millionof expenses in your SG&A for international business development. Idon't think you... have you previously disclosed with, I am justwondering if that changed with the update to your guidance?

It should not have, maybe $1 million. It wasn't... I thinkit's below $1 million that changed from our November budget.

Okay, and then...

And Brett, in the past, we didn't break it out. It was $5ishmillions, I think it's in a number was in 2007 going to 09, and we justwant to give you the visibility to that.

Okay. And then one last question; you said the buyback thatyou currently have is substantially complete. Are you actually going tocomplete that even if you haven't completed your tax review or is thatactually going to hold?

Well, we've completed 2.2 billion as of 2.25 billion. Andwhat's our typical practice, we don't discuss timing of our sharerepurchases, because we do under 10B-5. So, we don't really bear formthat practice, because a lot of our plans are usually under automaticexecution.

Okay. Thank you.

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

Hi guys, thanks for taking my question. Maybe just two realquick ones; Brad, just in terms of the expectation for the four weeksfor the 10-K, obviously we've made estimates before about givingrestatements done and the time it takes. And so I was just wonderingjust if you could kind of give us some comfort level on your estimatefor that four weeks will be appreciated and...

That's a quick question?

That's a quick one.

In terms of the timetable, where we expect the finalstatements; unlike the reason the last time that got delayed or lasttime, we made estimates was during the stock options review. That was adifferent type of issue, different type of review. This is a isolatedissue we've done a ton of work over the last few weeks to get our handsaround it and nearing completion of that. And then it's working toevaluating the materiality of it and what you do you'll be on theshorter end of that timetable if you don't think it's material. And ifyou do think it's material, you'll be more towards the longer end, buthopefully even inside of that. So I think because of that, it gives usa decent amount of confidence that estimate was created with our ordersand we are reviewing where we are in this process. And so I think wefeel that's a pretty good number. If nothing is certain in life, but wedo feel pretty strong, pretty good that that timetable is a previoustimetable.

Okay, good, thanks. And, just a second question; again, thisis more on this related theme of the credit market et cetera. So, I amjust looking back from three months ago to today. The capital budget isway up; obviously you've shared some good reasons why you want to spendthat money. But it is a very kind of sharp increase just over a handfulof month. Obviously you guys continue to remain at the very low end ofthe leverage range borrowing costs are way up. We are kind of expectinga buyback announcement, but obviously that's going to be comment a fewweeks presumably. But I guess as I sit here, I just wonder if given theoverall more conservative nature of American Tower when it comes to thebalance sheet, is it prudent to kind of just think about you guys maybepulling in your horns a little bit from the standpoint of leverage andgetting too aggressive on stock buybacks in the current climate or am Ireading too much into kind of the recipe of things that we are seei!ng come together this quarter?

I think you are reading too much into with my initialstatement. If you look at our money that we put to work on the yearlyrate guidance, we are rating the number of new build rough to by alittle bit more land. Our returns, acquisitions and new builds wereabout the same is 13% on leverage. That's day 1, they do grow and youhave more tenants, pretty good numbers. Our credit costs were higherthan they were three months or six months ago; they are not that muchhigher. Our bonds trade above of par; that's the 7% bond. So byimplicit of a Friday, it was below 7% range. Our bank when you swap outdebt, the bank is LIBOR you get 3% LIBOR and it's plus 75 basis pointsunder 4% money. If we were up to rate new facilities would cost more,but not dramatically more, because LIBOR has come down. So all thesethings we have to take into account. The securitization market is whatis as I noted not accommodating right now and may not be for credit fora long period of time. But we d!on't see our capital constraint from that. You just have to beprofitable about when you enter the market, and that's the key. So, ifwe have good returns and putting money into these productive assetsthat makes lot of sense. Our shares, it's clearly better to buy more atlower prices than at higher prices. So our shares have come down morethan our burrowing costs have gone up, so again the pretty good recipefor putting money to work. And that's, that's how I portraythis.

And are you at all incrementally more gun shy about moving theleverage backup into the middle of the range to take advantage of thefact that the stock is down harder?

I think it's a relative discussion of share price. We... wherewe have moved over the last three quarters, is up towards kind of the4.5ish range on a LTM basis. Even if we held it there, because wegenerate close 600 million of cash flow even after all these productswe highlighted, you still have, if we were to see what our EBITDAgrowth again if it grows 100... gross margins plus SG&A adding backnon-cash, you get another 500 million or 600 million of... so even tohold it steady, you have to build into it. So, even moving up or down,you have a lot of capacity.

Great.

David, my initial comments include the point that we feel veryconfident about the strategy we have had and taking it forward. Sothere is nothing again in the economy or the financial market that aretaking us off of the strategy that we have been talking about with youguys for the last couple of years.

Great, good to hear. Thanks guys.

Yes.

Your next question will come from the line Richard Choe with Bear Stearns.

Hi, I just wanted to get a little color on your WiMAX commentsfor guidance. Is this given what the current players are building orplanning to build? Is it the contract side, I guess you have seen thepipeline and how could that change if there is a dramatic change inbuild from Sprint and Clearwire?

Hey Richard, it's really two parts. I think you may have bothon your questions, which is if the contracts we have signed, which aremoney good and then it's what our anticipated based on talking to ourcustomers that that their planning to spend and really market basedspecifically identified working with us. So, could those change? Theycould. Are they material to our guidance? Not particularly. And sothat's how I portray that in terms of the impact with the WiMAX. Asthey come fruition, the markets that they have discussed with us wherethey do.

Great, thank you.

Your next question will come from the line of John Marcedy [ph] with Morgan Stanley.

Hi, thank you very much. Wondering if you could talk a littleabout the M&A environment in the U.S. I know that you acquired alot of towers in 4Q outside, but wondering if maybe there are somesizeable opportunities still left in the States or if it's now prettymuch down to mom and pop. And then just following on the one of theprevious questions; you talked a little bit about the cost of borrowingcoming down faster or not rising as fast. Wondering if that's still thesame for M&A, are you seeing the cost of M&A now down more thanthe cost of borrowing have increased. Thank you.

John, it's Jim Taiclet. The major sources remaining of towersin U.S., you have talked about the past the T-Mobile, AT&T publictower companies. There is no public indication that any of those areavailable or on the market at this point in time. That takes you downto really, if you want to follow the mom and pop multiple 100 towertype businesses down to the 10s and 20s. They are almost always pushfor sale, but we've seeing prices diminish dramatically over the lastcouple of quarters, not necessarily. So again we are being prudent; welook at the opportunities, we apply our risk adjusted return based onthe quality of the assets, and we move or we don't move. Again youdidn't hear us talk about major numbers of acquisitions in the U.S. inthe fourth quarter. So, that's probably an indicator for you.

I would also... the only thing I would add is on the... thesmall private companies side, what you do, what we have seen is severaldeals pulled, because they could not get the value they were asking,which is I think comes as the markets starts getting a little bitsofter in the private market side. It's something you'll always see;that's like the precursor to it.

Thank you.

Your next question will come from the line of Jonathan Chaplin with JPMorgan.

Thanks. Just a follow-up on an earlier question; if Clearwirewere to accelerate their build back the initial $30 million POPS [ph] aday, they had targeted from the $6 million that they are targeting now.I am wondering what that would mean for your guidance if it would evenbe material. I am assuming the discussions you are having with them atmoment are only on the $6 million that they are now targeting for thisyear. And I am also wondering if you have a preliminary estimate ofwhat the unlimited plans could do to... to demand over time. Thankyou.

Sure Jonathan, it's Jim. If Clearwire were to reinvigorate itsbuild plan, the lead time of doing that, getting people deployed intothe market, doing side acquisitions in conjunction with it, et cetera,would lead you to sort of back into the year, lease signings and maybesome commencements. So, it wouldn't move us past the top end of ourguidance even though they reengage in a $30 million POP build-out. Itwill be helpful, we love to see it. Second question the unlimited plansfrom some of the major carriers that have been rolled-out. They're atthe high end, which is a good thing meaning if you are going to chargepeople 99 bucks a month, you are going for the quality, subscriber,they are going to expect quality networks service and again it shouldsupport their CapEx budgets to deliver that service over the next fewyears. It will be a dramatic spike, doubtful, but will it againlengthen and strengthen, will these major carriers are going to investin their networks t!o compete with each other? Yes.

Great thank you.

Your next question will come from the line of Shaun Parvez with Cowen & Company. Shaun Parvez - Cowen & Company: Hi guys; two quick questions. Can you comment on 08 free cashflow guidance? I know you didn't update that and since you had updatedrevenue and gross margins, I am wondering why they don't seem to flowthrough to free cash flow.

The reason for that is when we do free cash flow, we usuallyincorporate our estimated interest expense related to any sharerepurchases. So we have all the elements if you want to assume from ourlast outlook the interest expense, prior to any announcements if we doannounce a share... another share repurchase, then you can have all thebuild environment. And you can just move up the cash from operationsbased on the increase in our guidance and decrease it by the CapEx thatwe put in. Did that help? Shaun Parvez - Cowen & Company: Yes, yes, that is helpful. And one other question I have isgiven your accelerating rate of ground lease acquisitions, can you tellus what percent are your towers are now on land that you own, and wherethat number might be in a year or two?

Sure, that percent is right around 16% or 17%, and that's alldomestic. So it's higher on that if you put that percentage over thedomestic portfolio, because we don't buy the land in Mexico and Brazilcurrently. As that... as land costs are pass through to our customers.So the numbers drop that percentage is probably a little bit understaterelative and if you see our peers, because their... they don't have 13%of our portfolio international. And that's how I portrait, was there asecond part to that question? Shaun Parvez - Cowen & Company: No, no... yes. And where you might see that number in a year or two?

Again it's the very range of what a cost of per piece of landreally varies and what we are paying ground rent. So if we can assume,let's say you pay 100,000 bucks aside, that's going to move somewherebetween 400 and 600 sites into the portfolio and on top of what wehave. And we have roughly a little bit over... on the 23,000bucks. Shaun Parvez - Cowen & Company: Got you, got you. Great, thank you very much.

And at this time, I think we are going to end the call.

Okay. Thank you very much, sir. Ladies and gentlemen, thisdoes concludes the American Tower Company fourth quarter 2007 earningsconference call. You may now....

Thanks a lot everyone. We really appreciate everyone's time.

Yes, have a great week everybody.

Thank you all. You may now disconnect.