Crown Castle (CCI) 10-K risk factor changes: FY2017 vs FY2016
The 2017-12-31 10-K against the 2016-12-31 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A105 rewritten95 added16 removed245 unchanged
All filing items1,224 rewritten759 added402 removed1,856 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 759 added, 402 removed, 1,224 rewritten and 1,856 unchanged across 18 items that differ.
Sentences by item
21 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2017; struck-through words were in FY2016. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
105 rewritten, 95 added, 16 removed, 245 unchanged
Our business depends on the demand for our [removed: wireless] [added: communications] infrastructure, driven primarily by demand for [removed: wireless connectivity,] [added: data,] and we may be adversely affected by any slowdown in such demand.
Additionally, a reduction in the amount or change in the mix of [removed: carrier] network investment [added: by our customers] may materially and adversely affect our business (including reducing demand for tenant additions or network services).
[removed: Demand] [added: Customer demand] for our [removed: wireless] [added: communications] infrastructure [removed: from our customers] depends on the demand for [removed: wireless connectivity from their customers.][added: data.]
The willingness of our customers to utilize our [removed: wireless] [added: communications] infrastructure, or renew or extend existing [removed: leases] [added: contracts] on our [removed: wireless] [added: communications] infrastructure, is affected by numerous factors, including:
| • | availability or capacity of our [removed: wireless] [added: communications] infrastructure or associated land interests; |
| • | location of our [removed: wireless] [added: communications] infrastructure; |
| • | governmental [removed: regulations,] [added: regulations and initiatives,] including local or state restrictions on the proliferation of [removed: wireless] [added: communications] infrastructure; |
| • | cost of constructing [removed: wireless] [added: communications] infrastructure; |
| • | technological changes, including those (1) affecting the number or type of [removed: wireless] [added: communications] infrastructure needed to provide [removed: wireless connectivity] [added: data] to a given geographic area or which may otherwise serve as substitute or alternative to our [removed: wireless] [added: communications] infrastructure or (2) resulting in the obsolescence or decommissioning of certain existing wireless networks; [removed: or] [added: and] |
A slowdown in demand for [removed: wireless connectivity] [added: data] or our [removed: wireless] [added: communications] infrastructure may negatively impact our growth or otherwise have a material adverse effect on us.
If our customers or potential customers are unable to raise adequate capital to fund their business plans, as a result of disruptions in the financial and credit markets or otherwise, they may reduce their spending, which could adversely affect our anticipated growth or the demand for our [removed: wireless] [added: communications] infrastructure or network services.
Changes in [removed: carrier] [added: customer] network investment typically impact the demand for our [removed: wireless] [added: communications] infrastructure.
As a result, changes in [removed: carrier] [added: customer] plans such as delays in the implementation of new systems, new [added: and emerging] technologies (including small [removed: cells),] [added: cells and fiber solutions),] or plans to expand coverage or capacity may reduce demand for our [removed: wireless] [added: communications] infrastructure.
Furthermore, the [added: industries in which our customers operate (particularly those in the] wireless [removed: industry] [added: industry)] could experience a slowdown or slowing growth rates as a result of numerous factors, including a reduction in consumer demand [added: (including demand] for wireless [removed: connectivity] [added: connectivity)] or general economic conditions.
There can be no assurances that weakness or uncertainty in the economic environment will not adversely impact [removed: the wireless industry,] [added: our customers or their industries,] which may materially and adversely affect our business, including by reducing demand for our [removed: wireless] [added: communications] infrastructure or network services.
[removed: A wireless] [added: Such an] industry slowdown or a reduction in [removed: carrier] [added: customer] network investment may materially and adversely affect our business.
A substantial portion of our revenues is derived from a small number of customers, and the loss, consolidation or financial instability of any of [removed: our limited number of] [added: such] customers may materially decrease revenues or reduce demand for our [removed: wireless] [added: communications] infrastructure and network services.
The loss of any one of our large customers as a result of consolidation, merger, bankruptcy, insolvency, network sharing, roaming, joint development, resale agreements by our customers or otherwise may result in (1) a material decrease in our revenues, (2) uncollectible account receivables, (3) an impairment of our deferred site rental receivables, [removed: wireless] [added: communications] infrastructure assets, intangible assets, or (4) other adverse effects to our business.
We cannot guarantee that [removed: leases] [added: contracts] with our major customers will not be terminated or that these customers will renew their [removed: leases] [added: contracts] with us.
[removed: In addition to our four largest customers, we also derive a portion of our revenues and anticipated future growth from new entrants offering or contemplating offering wireless services; such] [added: Such] customers [added: (including those dependent on government funding)] may be smaller or have less financial resources than our four largest customers, [added: may] have business models which may not be successful, or may require additional capital.
Consolidation among our customers will likely result in duplicate or overlapping parts of networks, for [removed: example] [added: example,] where they are co-residents on a tower, which may result in the termination or non-renewal of tenant [removed: leases] [added: contracts] and [added: negatively] impact revenues from our [removed: wireless] [added: communications] infrastructure.
[removed: We] [added: Due to the long-term nature of tenant contracts, we] expect that any termination of tenant [removed: leases] [added: contracts] as a result of this potential consolidation would be spread over multiple years.
[removed: Wireless carrier] [added: Customer] consolidation could decrease the demand for our [removed: wireless] [added: communications] infrastructure, which in turn may result in a reduction in our revenues or cash flows.
[removed: The] [added: Our Fiber segment has expanded rapidly, and the Fiber] business model [removed: for small cells] contains certain differences from our [removed: traditional site rental business,] [added: Towers business model,] resulting in different operational risks.
If we do not successfully operate [removed: that] [added: our Fiber] business model or identify or manage [removed: those] [added: the related] operational risks, such operations may produce results that are less than anticipated.
The business model for our [removed: small cells] [added: Fiber] operations contains certain differences from our [removed: traditional towers] [added: business model for our Towers] operations, including [added: certain] differences relating to customer [added: base, competition,] contract [removed: terms, landlord demographics, ownership of certain network assets, operational oversight requirements] [added: terms] (including requirements for service level agreements regarding network performance and maintenance), [added: upfront capital requirements, landlord demographics, ownership of certain network assets, operational oversight requirements, government regulations,] growth [removed: rates,] [added: rates] and applicable laws.
While our [removed: small cells] [added: Fiber] operations have certain risks that are similar to our [removed: towers] [added: Towers] operations, they also have certain operational risks that are different from our [removed: traditional site rental] [added: Towers] business, [removed: including the (1) use of competitive local][added: including:]
In addition, the rate at which [removed: wireless carriers] [added: customers] adopt or prioritize small cells [added: and fiber solutions] may be lower or slower than we anticipate or may cease to exist altogether.
Our [removed: small cells] [added: Fiber] operations will also expose us to different safety or liability risks or hazards than our [removed: traditional site rental] [added: Towers] business as a result of numerous factors, including the location or nature of the assets involved.
There may be risks and challenges associated with small cells [added: and fiber solutions] being comparatively new [added: and emerging] technologies and continuing to evolve, and there may be other risks related to small cells [added: and fiber solutions] of which we are not yet aware.
Our substantial level of indebtedness could adversely affect our ability to react to changes in our business, and the terms of our debt instruments [added: and our 6.875% Convertible Preferred Stock] limit our ability to take a number of actions that our management might otherwise believe to be in our best interests.
| • | we are or will be required to dedicate a substantial portion of our cash flows from operations to the payment of principal or interest on our debt, thereby reducing the available cash flows to fund other projects, including the discretionary investments discussed in "Item 1. [removed: Business";] [added: Business" and "Item 7. MD&A—Liquidity and Capital Resources";] |
| • | we may be limited in our ability to take advantage of strategic business opportunities, including [removed: wireless] [added: communications] infrastructure development or mergers and acquisitions; [removed: or] [added: and] |
| • | we could fail to remain qualified for taxation as a REIT as a result of limitations on our ability to declare and pay dividends to stockholders as a result of restrictive covenants in our debt [removed: instruments.] [added: instruments or the terms of our 6.875% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share ("6.875% Convertible Preferred Stock").] |
In addition, the credit agreement governing our senior unsecured credit facility [removed: agreement] ("2016 Credit Facility") contains financial maintenance covenants.
If our operating subsidiaries were to default on their debt, the trustee could seek to foreclose the collateral securing such debt, in which case we could lose the [removed: wireless] [added: communications] infrastructure and the revenues associated with [removed: the wireless] [added: such communications] infrastructure.
We have a substantial amount of [removed: indebtedness (approximately $13.2 billion as of February 15, 2017),] [added: indebtedness,] which, upon final maturity, we will need to refinance or repay.
Economic conditions and the credit markets have historically experienced, and may continue to experience, periods of volatility, uncertainty, or weakness that could impact the availability or cost of debt financing, including any refinancing of the obligations described above or on our ability to draw the full amount of our [removed: $2.5] [added: $3.5] billion [added: senior unsecured revolving credit facility under our] 2016 [removed: Revolver,] [added: Credit Facility ("2016 Revolver"),] that, as of February [removed: 15, 2017,] [added: 21, 2018,] has [removed: $2.4] [added: $3.0] billion of undrawn availability.
[removed: Failure to repay or refinance] indebtedness when required could result in a default under such indebtedness.
Sales or issuances of a substantial number of shares of our common stock [added: or securities convertible into shares of our common stock] may adversely affect the market price of our common stock.
| • | consumers' and organizations' demand for data; |
| • | need for integrated networks and organizations; |
Our four largest customers are AT&T, T-Mobile, Verizon Wireless and Sprint.
Collectively, these four customers accounted for 83% of our 2017 site rental revenues.
In addition to our four largest customers, we also derive a portion of our revenues and anticipated future growth from (1) fiber solutions customers and (2) new entrants offering or contemplating offering wireless services.
See note 15 to our consolidated financial statements.
Additionally, we may fail to realize all of the anticipated benefits of the Lightower Acquisition, or those benefits may take longer to realize than expected.
With respect to our recent Lightower Acquisition (see note 4 to our consolidated financial statements), we may encounter significant difficulties in integrating Lightower's business.
Our ability to realize the anticipated benefits of the Lightower Acquisition will depend, to a large extent, on our ability to integrate the Lightower business into ours.
The integration of an independent business into our business is a complex, costly and time-consuming process.
As a result, we will be required to devote significant management attention and resources to integrate Lightower's business practices and operations with ours, including a larger fiber solutions business than we currently manage.
The integration process may disrupt the businesses and, if implemented ineffectively, would reduce the realization of the full expected benefits.
The failure to meet the challenges involved in integrating Lightower's business and to realize the anticipated benefits of the transaction could cause an interruption of, or a loss of momentum in, the activities of our Company and could adversely affect our results of operations.
In addition, we could encounter additional
transaction-related costs or other factors, which could delay our realization of the expected benefits of the Lightower Acquisition and negatively impact our business.
In recent years, we have allocated a significant amount of capital to our Fiber business, which is a much less mature business for us than our Towers business (which we have operated since 1994).
Our Fiber segment represented 21% and 12% of our site rental revenues for the years ended December 31, 2017 and 2016, respectively.
| • | the use of public rights-of-way and franchise agreements; |
| • | use of poles and conduits owned solely by, or jointly with, third parties; |
| • | risks relating to overbuilding; |
| • | risks relating to the specific markets that we choose to operate in or plan to operate in; |
| • | construction management risks; |
| • | risks relating to wireless carriers building their own small cell networks, or customers utilizing their own or alternative fiber assets; |
| • | risk of failing to optimize the use of our finite supply of fiber strands; |
| • | damage to our assets and the need to maintain, repair, upgrade and periodically replace our assets; |
| • | the risk of failing to properly maintain or operate highly specialized hardware and software; |
| • | network data security risks; |
| • | the risk of new technologies that could enable customers to realize the same benefits with less utilization of our fiber; |
| • | potential damage to our overall reputation as a communications infrastructure provider; and |
| • | the use of competitive local exchange carrier status, which we refer to as "CLEC" status. |
Failure to timely and efficiently execute on our construction projects could adversely affect our business.
Our construction projects, some of which are long-term and complex in nature, can be challenging to execute.
The quality of our performance on such construction projects depends in large part upon our ability to manage (1) the associated customer relationship and (2) the project itself by timely deploying and properly managing appropriate internal and external project resources.
In connection with our construction projects, we generally bear the risk of cost over-runs, labor availability and productivity, and contractor pricing and performance.
Additionally, contracts with our customers for these projects typically specify delivery dates, performance criteria and penalties for our failure to perform.
Our failure to manage such customer relationships, project resources, and project milestones in a timely and efficient manner could have a material adverse effect on our business.
We have a substantial amount of indebtedness (approximately $16.2 billion as of February 21, 2018).
If we fail to pay scheduled dividends on our 6.875% Convertible Preferred Stock, in cash, common stock, or any combination of cash and common stock, we will be prohibited from paying dividends on our common stock, which may jeopardize our status as a REIT.
MD&A—Liquidity and Capital Resources" for a tabular presentation of our contractual debt maturities.
Failure to repay or refinance
| • | consumer demand for wireless connectivity; |
For a further discussion of our risks relating to network services, see "—Our network services business has historically experienced significant volatility in demand, which reduces the predictability of our results" below.
For 2016, our site rental revenues by customer were as follows:

In recent years, AT&T, T-Mobile and Sprint acquired Leap Wireless, MetroPCS, and Clearwire, respectively.
During 2017, we expect site rental revenues to be impacted by non-renewals of $50 million to $60 million as a result of the decommissioning of the Acquired Networks.
The Acquired Networks represented approximately 9% of our net revenues for the year ended December 31, 2016.
We currently expect potential non-renewals from the decommissioning of the Acquired Networks to be approximately 60% of current run-rate site rental revenues related to the Acquired Networks, with the majority of such non-renewals to occur through the end of 2018.
Depending on the eventual network deployment and decommissioning plans of AT&T, T-Mobile and Sprint, the impact and timing of such non-renewals may vary from our expectations.
See note 15 to our consolidated financial statements for a tabular presentation of the minimum rental cash payments due to us by tenants pursuant to tenant agreements without consideration of tenant renewal options.
exchange carrier, which we refer to as CLEC status, (2) use of public rights-of-ways and franchise agreements, (3) use of poles owned solely by, or jointly with, third parties, (4) risks relating to overbuilding, (5) risks relating to construction management, (6) risks relating to network data security or (7) potential damage to our overall reputation as a wireless infrastructure provider.
We cannot be certain that we will be successful in maintaining right-of-way agreements, obtaining future agreements on acceptable terms, or that our CLEC status will be recognized.
In addition, other technologies, such as WiFi, Distributed Antenna Systems ("DAS"), femtocells, other
In particular, negative public perception of,
Certain government officials, including members of the U.S. Congress and executive branch, have called for substantial changes to fiscal and tax policies, which may include comprehensive tax reform.
To the extent that we satisfy the 90% distribution requirement, but distribute less than 100% of our REIT taxable income (after the application of available NOLs, if any), we will be subject to federal corporate income tax on our undistributed taxable income.
An excerpt. Shown here: 40 of 105 rewritten, 40 of 95 added and all 16 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2017 filing and the FY2016 filing.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
243 rewritten, 89 added, 75 removed, 422 unchanged
We own, operate, and lease shared [removed: wireless] [added: communications] infrastructure.
See "Item [removed: 1.][added: 1A.]
Business" for a further discussion of our business, including our long-term strategy, our REIT status, certain key terms of our [removed: lease agreements,] [added: contracts] and growth trends in the [removed: wireless industry.][added: demand for data.]
Site rental revenues represented [removed: 82%] [added: 84%] of our [removed: 2016] [added: 2017] consolidated net revenues.
The following are certain highlights of our business fundamentals and [removed: results as of and for the year ended December 31, 2016:][added: results:]
| • | We operate as a REIT for U.S. federal income tax purposes (see "Item 1. [removed: Business—2016 Industry Highlights] [added: Business—Company Developments, REIT Status] and [removed: Company Developments—REIT Election"] [added: Industry Updates—REIT Status"] and note 11 to our consolidated financial statements). |
| ◦ | We expect existing and potential new customer demand for our [removed: wireless] [added: communications] infrastructure will result from (1) new technologies, (2) increased usage of [removed: wireless applications (including] mobile entertainment, mobile internet usage, and machine-to-machine [removed: applications),] [added: applications,] (3) adoption of other emerging and embedded wireless devices (including smartphones, laptops, tablets, and other devices), (4) increasing smartphone penetration, (5) wireless carrier focus on expanding both network quality and capacity, including the use of both towers and small cells, [removed: or] (6) the [added: adoption of other bandwidth-intensive applications (such as cloud services and video communications) and (7) the] availability of additional spectrum. |
| ◦ | [removed: New tenants] [added: Tenant] additions [added: on our existing communications infrastructure] are achieved at a low incremental operating cost, delivering high incremental returns. |
| • | Substantially all of our [removed: wireless] [added: communications] infrastructure can accommodate additional tenancy, either as currently constructed or with appropriate modifications. |
| • | Site rental revenues under long-term tenant [removed: leases with contractual escalations] [added: contracts] |
| ◦ | Initial terms of five to 15 years [added: for site rental revenues derived from wireless customers,] with [added: contractual escalations and] multiple renewal periods at the option of the tenant of five to ten years each. |
| ◦ | Weighted-average remaining term of approximately [removed: six] [added: five] years, exclusive of renewals at the [removed: tenant's] [added: tenants'] option, currently representing approximately [removed: $19] [added: $22] billion of expected future cash inflows. |
| ◦ | Approximately [removed: 90%] [added: 83%] of our site rental revenues were derived from AT&T, T-Mobile, [removed: Verizon,] [added: Verizon Wireless] and Sprint. See also "Item 1A. Risk Factors" and note 16 to our consolidated financial statements. |
| • | Majority of land interests under our towers [added: are] under long-term control |
| ◦ | [removed: Nearly] [added: Approximately] 90% of our [removed: towers] [added: Towers] site rental gross margin and more than 75% of our [removed: towers] [added: Towers] site rental gross margin is derived from towers that reside on land that we own or control for greater than ten and 20 years, respectively. The aforementioned amounts include towers that reside on land interests that are owned, including fee interests and perpetual easements, which represent [removed: in excess of] [added: over] one-third of our [removed: towers] [added: Towers] site rental gross margin. |
[removed: | • |] In February 2017, we [removed: (1) issued $500 million aggregate principal amount of 4.000% senior unsecured notes and utilized the net proceeds to repay a portion of the outstanding borrowings on the 2016 Credit Facility and (2)] entered into [removed: an] [added: a first] amendment to the [added: 2016] Credit Facility to [added: (1)] incur additional term loans in an aggregate principal amount of [removed: $500 million,] [added: $500.0 million] and [added: (2)] extend the maturity of both the 2016 Term Loan A and the 2016 Revolver to January [removed: 21, 2022 (collectively, "2017 Refinancings"). |][added: 2022.]
| ◦ | Net cash provided by operating activities was [removed: $1.8] [added: $2.0] billion. |
| ◦ | [removed: We] [added: In addition to the positive impact of contractual escalators, we] expect to grow our core business of providing access to our [removed: wireless] [added: communications] infrastructure as a result of [removed: contractual escalators and] future anticipated additional demand for our [removed: wireless] [added: communications] infrastructure. |
| • | Returning cash flows provided by operations to stockholders in the form of dividends (see also "Item 1. [removed: Business")] [added: Business—Strategy")] |
| ◦ | During [removed: 2016,] [added: 2017,] we paid common stock dividends totaling approximately [removed: $1.2] [added: $1.5] billion. See "Item 7. MD&A—General Overview—Common Stock Dividend" for a discussion of the increase to our quarterly dividend in the fourth quarter of [removed: 2016.] [added: 2017.] |
| • | During [removed: 2016,] [added: 2017,] we issued shares of our common stock [added: and 6.875% Convertible Preferred Stock] in connection with [removed: the following transactions:] [added: our 2017 Acquisitions] (see "Item 7. MD&A—Liquidity and Capital Resources—Financing Activities" for further [removed: discussion)] [added: discussion).] |
[removed: | ◦ | In November 2016, we issued approximately 11.4 million shares, and we] [added: We] utilized [added: the net] proceeds from [removed: such] [added: the] offering to partially fund the FiberNet Acquisition in January 2017. [removed: |]
| ◦ | Discretionary capital expenditures of [removed: $784.1 million,] [added: $1.1 billion,] including [removed: wireless] [added: communications] infrastructure improvements in order to support additional site rentals, construction of [removed: wireless infrastructure,] [added: communications infrastructure] and land purchases. |
[removed: During the first quarter of 2016, we changed our] [added: Our] operating segments [removed: to] consist of [removed: towers] [added: (1) Towers] and [removed: small cells.][added: (2) Fiber.]
See also [added: "Mandatory Convertible Preferred Stock,"] "Item 1.
In aggregate, we paid approximately [removed: $1.2] [added: $1.5] billion in common stock dividends in [removed: 2016.][added: 2017.]
During each of the first three quarters of [removed: 2016,] [added: 2017,] we paid a quarterly common stock dividend of [removed: $0.885] [added: $0.95] per share, totaling approximately [removed: $896.6 million.][added: $1.1 billion.]
In October [removed: 2016,] [added: 2017,] we increased our quarterly dividend, beginning in the fourth quarter of [removed: 2016,] [added: 2017,] from [removed: an annual] [added: a quarterly] amount of [removed: $3.54] [added: $0.95] per share to [removed: an annual] [added: a quarterly] amount of [removed: $3.80] [added: $1.05] per share.
As such, we declared a quarterly dividend of [removed: $0.95] [added: $1.05] per [removed: share] [added: share, or an annualized amount of $4.20 per share,] in October [removed: 2016,] [added: 2017,] which represented an increase of [removed: 7%] [added: 11%] from the quarterly dividend declared during each of the first three quarters of [removed: 2016.][added: 2017.]
We currently expect such dividends to result in aggregate annual cash payments of at least [removed: $1.3] [added: $1.7] billion during the next 12 months, or an annualized amount of [removed: $3.80] [added: $4.20] per share.
[removed: Future] [added: Any future] dividends are subject to the approval of our board of directors.
On November 1, 2016, we [removed: announced] [added: entered into] a definitive agreement to acquire [added: FPL] FiberNet [added: Holdings, LLC and certain other subsidiaries of NextEra Energy, Inc. (collectively, "FiberNet")] for approximately $1.5 billion in cash, subject to certain limited adjustments.
On January 17, 2017, we closed [removed: on] the FiberNet [removed: Acquisition] [added: Acquisition,] which was financed using proceeds from our November 2016 [removed: Equity] [added: Common Stock] Offering and borrowings under the 2016 Revolver.
The following are certain highlights of our [removed: 2017] [added: 2018] outlook that impact our business fundamentals described above.
| • | We expect that our full year [removed: 2017] [added: 2018] site rental revenue growth will be impacted by (1) [added: the 2017 Acquisitions (see note 4 to our consolidated financial statements) and (2)] a healthy environment for tenant additions, as large wireless carriers [removed: continue to upgrade] and [removed: enhance their networks] [added: fiber solutions customers attempt] to meet the increasing [removed: need for wireless connectivity, (2) the FiberNet Acquisition (see note 19 to our consolidated financial statements), and (3) anticipated non-renewals of tenant leases, primarily resulting from from our customers' decommissioning of the Acquired Networks. See "Item 1A. Risk Factors"] [added: demand] for [removed: a further discussion of non-renewals.] [added: data.] See note 15 to our consolidated financial statements. |
| • | We expect [removed: total] [added: discretionary] capital expenditures for [removed: 2017] [added: 2018] to [removed: equal or] exceed [removed: 2016] [added: 2017] levels with a continued increase in the construction of new small [removed: cells.] [added: cells and fiber as a result of the anticipated returns on such discretionary investments.] We also expect sustaining capital expenditures of approximately 2% of net revenues for full year [removed: 2017.] [added: 2018.] |
Highlights of our results of operations for [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014] [added: 2015] are depicted below:
| | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2016] [added: 2017] vs. [removed: 2015] [added: 2016] | | | [removed: 2015] [added: 2016] vs. [removed: 2014] [added: 2015] | |
| Towers site rental revenues | $ | [removed: 2,830,708] [added: 2,899,554] | | | $ | [removed: 2,734,045] [added: 2,830,708] | | | $ | [removed: 2,677,932] [added: 2,734,045] | | | [removed: 4] [added: 2] | % | | [removed: 2] [added: 4] | % |
| [removed: Small cells] [added: Fiber] site rental revenues | [removed: 402,599] [added: 769,637] | | | | [removed: 284,368] [added: 402,599] | | | | [removed: 188,681] [added: 284,368] | | | | [removed: 42] [added: 91] | % | | [removed: 51] [added: 42] | % |
| • | Potential growth resulting from the increasing demand for data |
| ◦ | We expect wireless carriers will continue their focus on improving network quality and expanding capacity by utilizing a combination of towers and small cells. We believe our product offerings of towers and small cells provide a comprehensive solution to our wireless customers' growing communications infrastructure needs. |
| ◦ | We expect organizations will continue to increase the usage of high-bandwidth applications that will require the utilization of more fiber infrastructure and solutions such as those we provide. |
| ◦ | Within our Fiber segment, we are able to generate growth and returns for our stockholders by deploying our fiber for both small cells and fiber solutions customers. |
| ◦ | Initial terms that generally vary between three to 20 years for site rental revenues derived from our fiber solutions business (including from organizations with high-bandwidth and multi-location demands). |
| • | Majority of our fiber assets are located on public rights-of-way |
| ◦ | After giving effect to our January 2018 issuance of $750.0 million aggregate principal amount of 3.150% senior unsecured notes due July 2023 ("3.150% Senior Notes") and $1.0 billion aggregate principal amount of 3.800% |
senior unsecured notes due February 2028 ("3.800% Senior Notes") (collectively, "January 2018 Senior Notes") and the application of the net proceeds therefrom, 82% of our debt has fixed rate coupons.
| ◦ | During 2017, we completed several debt transactions in connection with our 2017 Acquisitions and to refinance and extend the maturities of certain of our debt. As of December 31, 2017, after giving effect to our January 2018 Senior Notes offering and application of the net proceeds therefrom, our outstanding debt has a weighted average interest rate of 3.8% and weighted average maturity of greater than six years (assuming anticipated repayment dates where applicable). See "Item 7. MD&A—Liquidity and Capital Resources—Financing Activities" for further discussion of our debt transactions. |
| • | As a result of our 2017 Acquisitions of fiber assets (as further described in note 4 to our consolidated financial statements), we changed the name of our "Small Cells" operating segment to "Fiber." We changed the name of this segment to reflect our strategy of utilizing the same fiber assets to provide both small cells and fiber solutions to our customers. The name change did not impact the composition or the previously-reported operating results of the Fiber segment. As such, our operating segments are now referred to as "Towers" and "Fiber." |
Wilcon Acquisition
On April 17, 2017, we entered into a definitive agreement to acquire Wilcon Holdings LLC ("Wilcon") from Pamlico Holdings and other unit holders of Wilcon for approximately $600 million in cash, subject to certain limited adjustments ("Wilcon Acquisition").
Wilcon is a fiber services provider that owns approximately 1,900 route miles of fiber, primarily in Los Angeles
and San Diego.
On June 26, 2017, we closed the Wilcon Acquisition, which was financed using proceeds from the May 2017 Common Stock Offering and the 4.750% Senior Notes (as defined in note 8 to our consolidated financial statements) offering.
Lightower Acquisition
On July 18, 2017, we entered into a definitive agreement to acquire LTS Group Holdings LLC ("Lightower") for approximately $7.1 billion in cash, subject to certain limited adjustments.
Lightower owns or has rights to approximately 32,000 route miles of fiber located primarily in top metro markets in the Northeast, including Boston, New York and Philadelphia.
On November 1, 2017, we closed the Lightower Acquisition, which was financed using (1) cash on hand, including the proceeds from the July 2017 Equity Offerings (as defined in note 12 to our consolidated financial statements) and August 2017 Senior Notes (as defined in note 8 to our consolidated financial statements) offering, and (2) borrowings under the 2016 Revolver.
2017 and 2016.
($ in millions)
Fiber site rental revenues for 2017 were $769.6 million and increased by $367.0 million, or 91%, from $402.6 million from 2016.
The increase in Fiber site rental revenues was predominately impacted by (1) $144.6 million from the FiberNet Acquisition in January 2017, (2) $26.3 million from the Wilcon Acquisition in June 2017, (3) $140.3 million from the Lightower Acquisition in November 2017 and (4) the increased demand for small cells and fiber solutions.
General and administrative expenses for 2017 were $426.7 million and increased by $55.7 million, or 15%, from $371.0 million during 2016.
Fiber operating profit for 2017 increased by $211.9 million, or 99%, from 2016.
Interest expense and amortization of deferred financing costs were $590.7 million for 2017 and increased by $75.7 million, or 15%, from $515.0 million during 2016.
The increase predominately resulted from a corresponding increase in our outstanding indebtedness due to the financing of our 2017 Acquisitions.
As a result of repaying certain of our debt, in conjunction with our refinancing activities, we incurred losses of $3.5 million and $52.3 million during 2017 and 2016, respectively.
The provision for income taxes for 2017 and 2016 were $26.0 million and $16.9 million, respectively.
The increase was predominately related to net growth in both our Towers and Fiber segments as well as a decrease in the losses on retirement of long-term obligations, partially offset by an increase in expenses, including (1) interest expense and amortization of deferred financing costs, (2) depreciation, amortization and accretion and (3) general and administrative expenses.
Adjusted EBITDA increased $254.2 million, or 11%, from 2016 to 2017, reflecting the growth in our site rental activities in both Towers and Fiber, including the 2017 Acquisitions as discussed above.
($ in millions)
| (a) | Includes amortization of upfront payments received from long-term tenant contracts and other deferred credits (commonly referred to as prepaid rent). |
Towers operating profit was primarily reflecting the growth in our Towers site rental revenues and relatively fixed costs to operate our towers.
Business—Overview" and "Item 7.
We seek to fund our discretionary investments with both net cash provided by operating activities and cash available
Business—Company Developments, REIT Status and Industry Update—REIT Status," "Item 7.
| Restricted cash | 126,065 | | |
| Total equity | 12,267,599 | | |
| (b) | Availability at any point in time is subject to certain restrictions based on the maintenance of financial covenants contained in the 2016 Credit Facility. |
| • | Potential growth resulting from wireless network expansion and new entrants |
| ◦ | We expect wireless carriers will continue their focus on improving network quality and expanding capacity by adding additional antennas or other equipment on our wireless infrastructure. |
| ◦ | After giving effect to our 2017 Refinancings described below, 81% of our debt has fixed rate coupons. |
| ◦ | We completed several transactions that resulted in lowering our average cost of borrowing, including, refinancing certain of our debt and extending certain of our debt maturities. See "Item 7. MD&A—Liquidity and Capital Resources—Financing Activities" for further discussion of our debt transactions. |
| • | In January 2016, we completed a new senior unsecured credit facility ("2016 Credit Facility") and utilized the proceeds to repay the previously outstanding 2012 Credit Facility. |
| • | In February 2016, we issued 3.400% senior unsecured notes due February 2021 and 4.450% senior unsecured notes due February 2026 (collectively, "February 2016 Senior Notes"), in aggregate principal amounts of $600 million and $900 million, respectively. |
| • | In May 2016, we issued additional 3.400% senior unsecured notes due February 2021 and 3.700% senior unsecured notes due June 2026 (collectively, "May 2016 Senior Notes"), in aggregate principal amounts of $250 million and $750 million, respectively. |
| • | In September 2016, we issued $700 million aggregate principal amount of 2.250% senior unsecured notes due September 2021 ("September 2016 Senior Notes"). |
| ◦ | In March 2016, we sold 3.8 million shares under the ATM Program, and we utilized the proceeds to partially fund the TDC Acquisition, |
| ◦ | In November 2016, our previously outstanding Convertible Preferred Stock converted to common stock, and |
| ◦ | See a discussion of the FiberNet Acquisition below. |
Change in Operating Segments
This change was a result of growth in small cells from a combination of organic growth, capital expenditures, and acquisitions, as well as the continued progression of the integration of Sunesys, which led to changes in how our chief operating decision maker ("CODM") reviews financial information.
Our operating segment change aligns with how the CODM views and evaluates our operations, including how the CODM allocates capital and assesses segment performance.
We have recast our prior period presentation to conform to our current reporting presentation.
Towers.
Our towers segment, which represented 88% of our revenues during 2016, provides access, including space or capacity, to our approximately 40,000 towers geographically dispersed throughout the U.S. Our towers have a significant presence in the top 100 BTAs.
The towers segment also reflects certain network services relating to our towers, consisting of site development services and installation services.
We acquired ownership interests or exclusive rights to the majority of our towers from the four largest wireless carriers (or their predecessors) through transactions consummated since 1999, including transactions with (1) AT&T in 2013, (2) T-Mobile in 2012, (3) Global Signal Inc. in 2007, which had originally acquired the majority of its towers from Sprint, (4) companies now part of Verizon Wireless during 1999 and 2000, and (5) companies now part of AT&T during 1999 and 2000.
Small cells.
Our small cells segment, which represented 12% of our revenues during 2016, provides access, including space or capacity, to our approximately 26,500 route miles of fiber (after giving effect to the FiberNet Acquisition) primarily supporting small cell networks.
To a lesser extent, the small cells segment also offers fiber based solutions.
Our small cells assets include those acquired from NextG Networks, Inc. in 2012, Sunesys in 2015, and FiberNet in 2017.
Our customers in small cells generally are large wireless carriers and businesses with high bandwidth demands, such as enterprise, government, education and wholesale customers.
Business."
We believe that the FiberNet assets will further support demand for our wireless infrastructure.
Results of Operations
| Total site rental gross margin | 2,245,639 | | | | 2,084,043 | | | | 1,986,999 | | | | 8 | % | | 5 | % |
| Total network services and other gross margin | 278,464 | | | | 293,251 | | | | 276,579 | | | | (5 | )% | | 6 | % |
Our operating segments for 2016 consist of towers and small cells.
MD&A—General Overview—Change in Operating Segments."
The increase in general
Small cells operating profit for 2016 increased by approximately $64.4 million, or 43%, from 2015.
This change was predominately a result of gains recorded during 2015 on foreign currency swaps that we entered into to manage and reduce our foreign currency risk related to our May 2015 sale of CCAL.
The decrease in net income was predominately due to the gain recorded on the sale of CCAL in 2015 of approximately $1.0 billion.
2015 and 2014.
Small cells site rental revenues for 2015 were approximately $284.4 million and increased by approximately $95.7 million, or 51%, from approximately $188.7 million in 2014.
The increase in small cells site rental revenues was predominately (1) due to the leasing of newly constructed small cells and (2) impacted by the Sunesys Acquisition.
General and administrative expenses for 2015 increased by approximately $53.6 million, or approximately 21%, from 2014, and represented 8% of net revenues in 2015 and 7% of net revenues in 2014.
General and administrative expenses are inclusive of stock-based compensation charges.
An excerpt. Shown here: 40 of 243 rewritten, 40 of 89 added and 40 of 75 removed. The counts are complete. For every sentence, read Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in the FY2017 filing and the FY2016 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
19 rewritten, 3 added, 4 removed, 32 unchanged
Our primary exposures to market risks are related to changes in interest [removed: rates] [added: rates,] which may adversely affect our results of operations and financial position.
Our interest rate risk relates primarily to the impact of interest rate movements on the following, after giving effect to [removed: (1) the FiberNet Acquisition] [added: our January 2018 Senior Notes offering] and [removed: (2)] the [removed: 2017 Refinancings:][added: application of the net proceeds therefrom:]
| • | the potential refinancing of our [removed: $13.2] [added: $16.2] billion in existing debt, compared to [removed: $12.1] [added: $12.2] billion in the prior year; |
| • | our [removed: $2.5] [added: $3.0] billion of floating rate debt representing approximately [removed: 19%] [added: 18%] of total debt, compared to [removed: 33%] [added: 16%] in the prior year; and |
[removed: Over the next 12 months we] [added: We] have no debt maturities other than principal payments on amortizing [removed: debt.][added: debt or anticipated repayment dates over the next 12 months.]
As of December 31, [removed: 2016] [added: 2017] and December 31, [removed: 2015,] [added: 2016,] we had no interest rate swaps hedging any refinancings.
See below for a tabular presentation of our scheduled contractual debt maturities as of December 31, [removed: 2016, after giving effect to (1) the FiberNet Acquisition and (2) the] 2017 [removed: Refinancings,] and a discussion of anticipated repayment dates.
As of December 31, [removed: 2016,] [added: 2017,] after giving effect to [removed: (1) the FiberNet Acquisition] [added: our January 2018 Senior Notes offering] and [removed: (2)] the [removed: 2017 Refinancings,] [added: application of the net proceeds therefrom,] we had [removed: $2.5] [added: $3.0] billion of floating rate debt, none of which had LIBOR floors.
As a result, a hypothetical unfavorable fluctuation in market interest rates on our existing debt of 1/8 of a percent point over a 12-month period would increase our interest expense by approximately [removed: $3.1] [added: $4] million.
As of December 31, [removed: 2015,] [added: 2016,] we had approximately [removed: $4.0] [added: $2.0] billion of floating rate debt, none of which had LIBOR floors.
The future principal payments and weighted-average interest rates are presented as of December 31, [removed: 2016] [added: 2017] after giving effect to [removed: (1) the FiberNet Acquisition] [added: our January 2018 Senior Notes offering] and [removed: (2)] the [removed: 2017 Refinancings] [added: application of the net proceeds therefrom] (see note 19 to our consolidated financial statements).
These debt maturities reflect contractual maturity dates, and do not consider the impact of the principal payments that will commence following the anticipated repayment dates of certain [removed: notes] [added: debt] (see footnotes [removed: (c)] [added: (b)] and (d)).
| | [removed: 2017 | | | |] 2018 | | | | 2019 | | | | 2020 | | | | 2021 | | | | [added: 2022 | | | |] Thereafter | | | | Total | | | | Fair Value(a) | | |
| Average interest rate(b)(c)(d) | [removed: 4.3] [added: 4.4] | | % | | [removed: 4.6] [added: 4.5] | | % | | [removed: 4.7] [added: 4.6] | | % | | [removed: 4.8] [added: 2.9] | | % | | [removed: 2.9] [added: 4.9] | | % | | [removed: 6.5] [added: 5.0] | | % | | [removed: 5.9] [added: 4.8] | | % | | | | |
| Average interest rate(e) | [removed: 2.4] [added: 3.2] | | % | | [removed: 3.0] [added: 3.5] | | % | | [removed: 3.4] [added: 3.6] | | % | | 3.6 | | % | | [removed: 3.8] [added: 3.7] | | % | | [removed: 3.8] [added: —] | | % | | [removed: 3.7] [added: 3.6] | | % | | | | |
| [removed: (b)] [added: (c)] | The average interest rate represents the weighted-average stated coupon rate (see [added: also] footnote [removed: (c) and] (d)). |
| [removed: (c)] [added: (b)] | The impact of principal payments that will commence following the anticipated repayment dates is not considered. The tower revenue notes have principal amounts of [removed: $2.3] [added: $1.0] billion, [removed: $300] [added: $300.0] million and [removed: $700] [added: $700.0] million, with anticipated repayment dates in 2020, 2022 and 2025, respectively. |
| (d) | If the tower revenue notes are not repaid in full by the applicable anticipated repayment dates, the applicable interest rate increases by approximately 5% per annum and monthly principal payments commence using the Excess Cash Flow (as defined in the indenture governing the applicable tower revenue notes) of the issuers of the tower revenue notes. The tower revenue notes are presented based on their contractual maturity dates ranging from 2040 to 2045 and include the impact of an assumed 5% increase in interest rate that would occur following the anticipated repayment dates but exclude the impact of monthly principal payments that would commence using Excess Cash Flow of the issuers of the tower revenue notes. The full year [removed: 2016] [added: 2017] Excess Cash Flow of the issuers of the tower revenue notes was approximately [removed: $563.8] [added: $599.8] million. We currently expect to refinance these notes on or prior to the respective anticipated repayment dates. |
| (e) | Predominantly consists of our 2016 Term Loan A [removed: maturing] [added: and 2016 Revolver borrowings, each of which matures] in 2022. |
| • | potential future borrowings of incremental debt, including borrowings under our 2016 Credit Facility. |
| Fixed rate debt(b) | $ | 54,482 | | | $ | 44,333 | | | $ | 31,926 | | | $ | 1,578,318 | | | $ | 874,862 | | | $ | 10,796,901 | | | $ | 13,380,822 | | | $ | 13,757,200 | |
| Variable rate debt(e) | $ | 61,563 | | | $ | 123,125 | | | $ | 123,125 | | | $ | 246,250 | | | $ | 2,416,875 | | | $ | — | | | $ | 2,970,938 | | | $ | 2,970,938 | |
| • | potential future borrowings of incremental debt. |
We have no debt maturities that have anticipated repayment dates during 2017.
| Fixed rate debt(c) | $ | 51,749 | | | $ | 48,408 | | | $ | 39,444 | | | $ | 28,054 | | | $ | 1,575,189 | | | $ | 9,056,333 | | | $ | 10,799,177 | | | $ | 11,205,215 | |
| Variable rate debt(e) | $ | 50,000 | | | $ | 87,500 | | | $ | 100,000 | | | $ | 175,000 | | | $ | 200,000 | | | $ | 1,927,000 | | | $ | 2,539,500 | | | $ | 2,527,188 | |
Item 1. Business
83 rewritten, 49 added, 20 removed, 125 unchanged
We own, operate and lease shared [removed: wireless] [added: communications] infrastructure that is geographically dispersed throughout the [removed: United States and Puerto Rico ("U.S."),] [added: U.S.,] including (1) approximately 40,000 towers and other structures, such as rooftops (collectively, "towers"), and (2) approximately [removed: 26,500] [added: 60,000] route miles of fiber [removed: (after giving effect to the FiberNet Acquisition, as defined below)] primarily supporting small cell networks [removed: (collectively, "small cells,"] [added: ("small cells")] and [removed: together with towers, "wireless infrastructure").][added: fiber solutions.]
Our [added: towers, fiber and small cells assets are collectively referred to herein as "communications infrastructure," and our customers on our communications infrastructure are referred to herein as "tenants." Our] core business is providing access, including space or capacity, to our shared [removed: wireless] [added: communications] infrastructure via long-term contracts in various forms, including [added: lease,] license, sublease and [removed: lease] [added: service] agreements (collectively, [removed: "leases").][added: "contracts").]
We seek to increase our site rental revenues by adding more tenants on our shared [removed: wireless] [added: communications] infrastructure, which we expect to result in significant incremental cash flows due to our low incremental operating costs.
Below is certain information concerning our [removed: business as of December 31, 2016:][added: business:]
| [removed: •] [added: ◦] | Approximately 56% and 71% of our towers [removed: were] [added: are] located in the 50 and 100 largest U.S. basic trading areas ("BTAs"), respectively. Our towers [removed: had] [added: have] a significant presence in each of the top 100 BTAs. |
| [removed: •] [added: ◦] | We [removed: owned, including fee interests and perpetual easements, land and other property interests (collectively, "land") on which approximately] [added: derive in excess of] one-third of our [removed: towers] [added: Towers] site rental gross margin [removed: is derived,] [added: on land] and [removed: we leased, subleased, managed or licensed] [added: other property interests] (collectively, [removed: "leased") the land] [added: "land") that we own, including fee] interests [removed: on which] [added: and perpetual easements, and we derive] approximately two-thirds of our [removed: towers] [added: Towers] site rental gross margin [removed: is derived.] [added: from land that we lease, sublease, manage or license.] |
| [removed: •] [added: ◦] | The [removed: leases] [added: contracts] for the land [removed: interests] under our towers [removed: had] [added: have] an average remaining life in excess of 30 years (including renewal terms at our option), weighted based on [removed: towers] [added: Towers] site rental gross margin. |
| • | We [removed: operated] [added: operate] as a REIT for U.S. federal income tax purposes. See "Item 1. [removed: Business—2016] [added: Business—2017] Industry Highlights and Company Developments—REIT Status" and note 11 to our consolidated financial statements. |
Certain information concerning our customers and site rental [removed: leases as of and for the year ended December 31, 2016] [added: contracts] is as follows:
| • | Our customers include AT&T, T-Mobile, Verizon Wireless and Sprint, which collectively accounted for [removed: 90%] [added: 83%] of our [removed: 2016] [added: 2017] site rental revenues. |
| • | Site rental revenues represented [removed: 82%] [added: 84%] of our [removed: 2016] [added: 2017] consolidated net [removed: revenues and site rental gross margin represented 89% of our 2016 consolidated gross margin.] [added: revenues.] |
| • | Our site rental revenues [added: derived from wireless customers] typically result from long-term [removed: leases] [added: contracts] with (1) initial terms of five to 15 years, (2) multiple renewal periods at the option of the [removed: tenant] [added: customer] of five to ten years each, (3) limited termination rights for our [removed: tenants,] [added: customers,] and (4) contractual escalations of the rental [removed: price.] [added: price and, in some cases, an additional upfront payment.] |
| • | Exclusive of renewals at the [removed: tenants'] [added: customers'] option, our [removed: tenant leases] [added: customer contracts] have a weighted-average remaining life of approximately [removed: six] [added: five] years and represent [removed: $19] [added: $22] billion of expected future cash inflows. |
As part of our effort to provide comprehensive [removed: wireless] [added: communications] infrastructure solutions, we also offer certain network services [added: primarily] relating to our [removed: wireless infrastructure,] [added: towers and small cells, predominately] consisting of (1) site development services relating to existing or new tenant equipment [removed: installations on our wireless infrastructure,] [added: installations,] including: site acquisition, architectural and engineering, or zoning and permitting (collectively, "site development services") and (2) tenant equipment installation or subsequent augmentations (collectively, "installation services").
[removed: Our] [added: As a leading provider of shared communications infrastructure in the U.S., our] strategy is to create long-term stockholder value via a combination of (1) growing cash flows generated from our portfolio of [removed: wireless] [added: communications] infrastructure, (2) returning a meaningful portion of our cash provided by operating activities to our stockholders in the form of dividends and (3) investing capital efficiently to grow cash flows and long-term dividends per share.
| • | Grow cash flows from our [removed: wireless] [added: communications] infrastructure. We seek to maximize our site rental cash flows by working with our customers to provide them quick access to our [removed: wireless] [added: communications] infrastructure and entering into associated long-term [removed: leases.] [added: contracts.] Tenant additions or modifications of existing [removed: tenant] [added: customer] equipment (collectively, "tenant additions") enable our customers to expand coverage and capacity in order to meet increasing demand for [removed: wireless connectivity,] [added: data,] while generating high incremental returns for our business. We believe our product offerings of towers and small cells provide a comprehensive solution to our [added: wireless] customers' growing [removed: connectivity] [added: network] needs through our shared [removed: wireless] [added: communications] infrastructure model, which is an efficient and [removed: cost effective] [added: cost-effective] way to serve our customers. [added: Additionally, we believe our ability to share our fiber assets across multiple customers to deploy both small cells and offer fiber solutions allows us to generate cash flows and increase stockholder return.] We also believe that there will be considerable future demand for our [removed: wireless] [added: communications] infrastructure based on the location of our [removed: wireless infrastructure] [added: assets] and the rapid growth in [removed: wireless connectivity, which will lead to future growth in the wireless industry.] [added: demand for data.] |
| ◦ | purchases of shares of our common stock from time to time; [added: and] |
| ◦ | improvements and structural enhancements to our existing [removed: wireless infrastructure; or] [added: communications infrastructure] |
Our strategy to create long-term stockholder value is based on our belief that additional demand for our [removed: wireless] [added: communications] infrastructure will be created by the expected continued growth in the demand for [removed: wireless connectivity.][added: data.]
We believe that such demand for our [removed: wireless] [added: communications] infrastructure will continue, will result in growth of our cash flows due to tenant additions on our existing [removed: wireless] [added: communications] infrastructure, and will create other growth opportunities for us, such as demand for new [removed: wireless] [added: communications] infrastructure.
[removed: 2016 Industry Highlights and] Company [removed: Developments][added: Developments, REIT Status and Industry Updates]
MD&A" and our consolidated financial statements for a discussion of certain recent [removed: developments and] [added: developments,] activities, [added: and results,] including (1) the increase in our quarterly common stock dividend, (2) our recent debt and equity financing activities, and (3) our [removed: change in operating segments during 2016.][added: January 2017 acquisition of FPL FiberNet Holdings, LLC and certain other subsidiaries of NextEra Energy, Inc. ("FiberNet Acquisition"), our June 2017 acquisition of Wilcon Holdings LLC ("Wilcon Acquisition") and our November 2017 acquisition of LTS Group Holdings LLC ("Lightower Acquisition") (collectively, "2017 Acquisitions").]
We [removed: also] may [added: also] be subject to certain federal, state, local, and foreign taxes on our income or assets, including (1) alternative minimum [removed: taxes,] [added: taxes (repealed effective January 1, 2018),] (2) taxes on any undistributed income, (3) taxes related to our taxable REIT subsidiaries ("TRSs"), (4) [removed: certain state, local, or foreign income taxes, (5)] franchise taxes, [removed: (6)] [added: (5)] property taxes and [removed: (7)] [added: (6)] transfer taxes.
[added: In addition, we could, in certain circumstances, be required to pay an excise or] penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Internal Revenue Code of 1986, as amended [removed: ("Code")] [added: ("Code"),] to maintain qualification for taxation as a REIT.
Our foreign assets and operations (including our tower operations in Puerto Rico) most likely will be subject to foreign income taxes in the jurisdictions in which such assets and operations are located, regardless of whether they are included in a [removed: TRS or not.][added: TRS.]
To remain qualified and be taxed as a REIT, we will generally be required to [added: annually] distribute [added: to our stockholders] at least 90% of our REIT taxable income, after the utilization of our NOLs, (determined without regard to the dividends paid deduction and excluding net capital gain) [removed: each year to our stockholders] (see notes 2 and 11 to our consolidated financial statements).
During [removed: 2016,] [added: 2017,] consumer demand for [removed: wireless connectivity] [added: data] continued to grow due to increases in [removed: wireless] data consumption and increased penetration of [removed: bandwidth intensive] [added: bandwidth-intensive] devices.
This [removed: growth] [added: increase] in [removed: wireless] [added: data] consumption is driven by [removed: the increased usage of wireless applications, including] [added: growth in factors such as] (1) mobile entertainment (such as mobile video, mobile applications, and social networking), (2) mobile internet usage (such as email and web [removed: browsing) and] [added: browsing),] (3) machine-to-machine applications [removed: (also known] [added: or the "Internet of Things" (such] as [removed: "the Internet] [added: smart city technologies), and (4) the adoption] of [removed: Things").][added: other bandwidth-intensive applications (such as cloud services and video communications).]
We expect the following anticipated factors to contribute to potential demand for our [removed: wireless] [added: communications] infrastructure:
| • | Consumers' growing wireless [added: data] consumption likely resulting in major wireless carriers continuing to upgrade and enhance their networks, including through the use of both towers and small cells, in an effort to improve network quality and capacity and customer retention or satisfaction; |
| • | Prior and future potential spectrum auctioned, licensed or made available by the Federal Communications Commission ("FCC") enabling additional wireless carrier network development (such as FirstNet); [removed: and] |
| • | Next generation technologies and new uses for wireless communications may potentially result in new entrants or increased demand in the wireless industry, which may include companies involved in the continued evolution and deployment of the Internet of Things (such as connected [removed: cars).] [added: cars, smart cities and virtual reality); and] |
Virtually all of our operations are located in the U.S. Our operating segments consist of [removed: towers] [added: Towers] and [removed: small cells.][added: Fiber.]
For more information about our operating segments, see [removed: note 16 to our consolidated financial statements and] "Item 7.
Our core business is providing access, including space or capacity, to our shared [removed: wireless] [added: communications] infrastructure in the [removed: U.S, which predominately consists of towers] [added: U.S. We believe our communications infrastructure is integral to our customers' networks] and [removed: small cells.][added: organizations.]
We believe towers are the most efficient and cost-effective solution for [added: providing coverage and capacity for] wireless carrier network deployments.
We acquired ownership interests or exclusive rights to the majority of our towers [added: directly or indirectly] from the four largest wireless carriers (or their predecessors) through transactions consummated since 1999, including transactions with (1) AT&T in 2013 ("AT&T Acquisition"), (2) T-Mobile in 2012 ("T-Mobile Acquisition"), (3) Global Signal Inc. in 2007 ("Global Signal Acquisition"), which had originally acquired the majority of its towers from Sprint, (4) companies now part of Verizon Wireless during 1999 and [removed: 2000,] [added: 2000] and (5) companies now part of AT&T during 1999 and 2000.
[added: | • |] Our small cells [removed: are typically located outdoors] [added: offload data traffic from towers] and [added: bolster capacity in the areas of wireless networks where data demand is the greatest. Our small cells] are [removed: often] [added: typically] attached to public right-of-way infrastructure, including utility poles [removed: or] [added: and] street lights. [added: |]
[removed: We also offer fiber based solutions to businesses] [added: Our Fiber customers are generally large wireless carriers and organizations] with [removed: high bandwidth] [added: high-bandwidth and multi-location] demands, such as enterprise, government, [removed: education] [added: education, healthcare] and wholesale customers.
Our [removed: small cells] [added: fiber] assets include those acquired [removed: from] [added: from:] (1) NextG Networks, Inc. in 2012 ("NextG Acquisition"), (2) [removed: the Sunesys Acquisition] [added: Quanta Fiber Networks, Inc.] in 2015 ("Sunesys [removed: Acquisition"),] [added: Acquisition")] and (3) the [removed: FiberNet Acquisition in January 2017.][added: 2017 Acquisitions.]
| • | Over the last two decades, we have assembled a leading portfolio of towers predominately through acquisitions from large wireless carriers or their predecessors. More recently, through both acquisitions (see note 4 to our consolidated financial statements) and new construction of small cells and fiber, we have extended our communications infrastructure presence by investing significantly in our Fiber segment. Through our product offerings of towers and small cells, we seek to provide a comprehensive solution to enable our wireless customers to expand coverage and capacity for wireless networks. Furthermore, within our Fiber segment, we are able to generate cash flow growth and stockholder return by deploying our fiber for both small cells' and fiber solutions' customers. |
| • | As a result of our 2017 Acquisitions of fiber assets as further described in note 4 to our consolidated financial statements, we changed the name of our "Small Cells" operating segment to "Fiber." We changed the name of this segment to reflect our strategy of utilizing the same fiber assets to provide both small cells and fiber solutions to our customers. The name change did not impact the composition or the previously-reported operating results of the Fiber segment. As such, our operating segments are now referred to as "Towers" and "Fiber." Our Towers segment and Fiber segment accounted for 79% and 21% of our 2017 site rental revenues, respectively. See note 16 to our consolidated financial statements. |
| • | Below is certain information regarding our Towers segment: |
| • | Below is certain information regarding our Fiber segment: |
| ◦ | The majority of our small cells and fiber are located in major metropolitan areas, including a presence within every major U.S. market. |
| ◦ | The vast majority of our fiber assets are located on public rights-of-way. |
| • | Our site rental revenues derived from our fiber solutions business (including from organizations with high-bandwidth and multi-location demands), typically result from contracts with (1) initial terms that generally vary between three to 20 years and (2) a fixed monthly recurring fee and, in some cases, an additional upfront payment. |
The large majority of our network services and other revenues relate to our Towers segment.
Our U.S. focused strategy is based, in part, on our belief that the U.S. is the most attractive market for shared communications infrastructure investment with the greatest long-term growth potential.
| ◦ | acquisitions or construction of towers, fiber and small cells; |
| | |
| --- | --- |
Company Developments.
The recently-enacted Tax Reform Act makes substantial changes to the Code.
Among the many changes impacting corporations are a significant reduction in the corporate income tax rate, repeal of the corporate alternative minimum tax for years beginning in 2018 and limitations on the deductibility of interest expense.
In addition, under the Tax Reform Act, qualified REIT dividends (within the meaning of Section 199A(e)(3) of the Code) constitute a part of a non-corporate taxpayer's "qualified business income amount" and thus our non-corporate U.S. stockholders may be eligible to take a qualified business income deduction in an amount equal to 20% of such dividends received from us.
Without further legislative action, the 20% deduction applicable to qualified REIT dividends will expire on January 1, 2026.
We do not expect the Tax Reform Act to materially impact us.
The vast majority of our assets and revenues are in the REIT, including a substantial amount of our assets and revenues from our 2017 Acquisitions.
See notes 4 and 11 to our consolidated financial statements.
| | |
| --- | --- |
| | |
| --- | --- |
| | |
| --- | --- |
| | |
| --- | --- |
| • | The continued adoption of bandwidth-intensive applications could result in demand for high-capacity, multi-location, fiber-based network solutions. |
MD&A—General Overview" and note 16 to our consolidated financial statements.
Towers Segment.
As of December 31, 2017, the average number of tenants (calculated as a unique license together with any related amendments thereto) per tower is approximately 2.2.
The following chart sets forth the number of existing tenants per tower as of December 31, 2017 (see "Item 7.
MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" for a discussion of our impairment evaluation and our towers with no tenants).

Fiber Segment.
Our Fiber segment includes both small cells and fiber solutions.
| | |
| --- | --- |
| • | We offer certain fiber solutions to organizations with high-bandwidth and multi-location demands, such as enterprise, government, education, healthcare and wholesale customers. Our fiber solutions provide essential connectivity resources needed to create integrated networks and support organizations. |
| • | We owned, leased or managed approximately 40,000 towers and 26,500 route miles of fiber (after giving effect to the FiberNet Acquisition, as defined in "Item 1. Business—2016 Industry Highlights and Company Developments—FiberNet Acquisition") in the U.S. |
| • | During the first quarter of 2016, we changed our operating segments to consist of towers and small cells. Our towers operating segment and small cells operating segment accounted for 88% and 12% of our 2016 site rental revenues, respectively. See "Item 7. MD&A—Change in Operating Segments" and note 16 to our consolidated financial statements. |
| • | Our small cells were (1) typically located outdoors and (2) often attached to public right-of-way infrastructure, including utility poles or street lights. Additionally, the majority of our fiber assets were located in major metropolitan areas. |
| ◦ | acquisitions or construction of wireless infrastructure; |
FiberNet Acquisition.
On November 1, 2016, we announced a definitive agreement to acquire FPL FiberNet Holdings, LLC and certain other subsidiaries of NextEra Energy, Inc. (collectively, "FiberNet") for approximately $1.5 billion in cash, subject to certain limited adjustments ("FiberNet Acquisition").
FiberNet is a fiber services provider in Florida and Texas that owns or has rights to approximately 11,500 route miles of fiber installed and under construction, inclusive of approximately 6,000 route miles in top metro markets.
We believe that the FiberNet assets will further support the demand for our wireless infrastructure.
On January 17, 2017, we closed on the FiberNet Acquisition, which was financed using proceeds from our November 2016 common stock offering ("November 2016 Equity Offering") and borrowings under our revolving credit facility ("2016 Revolver").
In addition, we could in certain circumstances be required to pay an excise or
In August 2014, we received a favorable private letter ruling from the Internal Revenue Service ("IRS"), which provides that the real property portion of our small cells business and the related rents qualify as real property and rents from real property, respectively, under the rules governing REITs.
During the fourth quarter of 2015, we completed the necessary steps to include our small cells that were previously included in one or more wholly-owned TRSs in the REIT effective January 2016.
Substantially all of our revenues are in the REIT.
MD&A—Change in Operating Segments."
We predominately provide access to wireless carriers under long-term leases for their antennas which transmit a variety of signals related to wireless connectivity.
We believe our wireless infrastructure is integral to our customers' networks and their ability to serve their customers.
More recently, wireless carriers have been utilizing small cell networks to augment the capacity provided by towers and add capacity to their networks.
Risk Factors" regarding future anticipated non-renewals as a result of the decommissioning, at least in part, of the former Leap Wireless, MetroPCS and Clearwire networks ("Acquired Networks").
Our small cells customers are generally large wireless carriers and businesses with high bandwidth demands, such as enterprise, government, education and wholesale customers.
peers by leveraging our (1) existing wireless infrastructure footprint, (2) customer relationships, (3) process-centric approach, (4) technological tools and (5) construction capabilities and expertise.
An excerpt. Shown here: 40 of 83 rewritten, 40 of 49 added and all 20 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2017 filing and the FY2016 filing.
Item 3. Legal Proceedings
1 rewritten, 0 added, 0 removed, 2 unchanged
Most of these proceedings arising in the ordinary course of business involve disputes with landlords, vendors, collection matters involving bankrupt customers, zoning or [removed: variance] [added: siting] matters, condemnation, tax, employment, or wrongful termination matters.
Cover and table of contents
33 rewritten, 10 added, 5 removed, 71 unchanged
For the fiscal year ended December 31, [removed: 2016][added: 2017]
[removed: ][added: ]
| Common Stock, [removed: $.01] [added: $0.01] par value | | New York Stock Exchange |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a small reporting [added: company or an emerging growth] company.
See definitions of a "large accelerated filer," "accelerated [removed: filer" and] [added: filer,"] "smaller reporting [added: company," and "emerging growth] company" in rule [removed: 12B-2] [added: 12b-2] of the Exchange Act.
Large accelerated filer x Accelerated filer o Non-accelerated filer o [added: (Do not check if a smaller reporting company)] Smaller reporting company o [added: Emerging growth company o]
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately [removed: $34.1] [added: $36.5] billion as of June 30, [removed: 2016,] [added: 2017,] the last business day of the registrant's most recently completed second fiscal quarter, based on the New York Stock Exchange closing price on that day of [removed: $101.43] [added: $100.18] per share.
As of February [removed: 15, 2017] [added: 21, 2018,] there were [removed: 360,538,298] [added: 406,906,992] shares of common stock outstanding.
The information required to be furnished pursuant to Part III of this Form 10-K will be set forth in, and incorporated by reference from, the registrant's definitive proxy statement for the annual meeting of stockholders [removed: (the "2017] [added: ("2018] Proxy Statement"), which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31, [removed: 2016.][added: 2017.]
| Item 1. | | [removed: [Business](#sBBA428818A6556BEBCA9C1D4ECB9C945)] [added: [Business](#s5CC26222CE7A50799630349233B3C25B)] | [removed: [1](#sBBA428818A6556BEBCA9C1D4ECB9C945)] [added: [1](#s5CC26222CE7A50799630349233B3C25B)] |
| Item 1A. | | [Risk [removed: Factors](#sCDA0023E8D265561A5F96AF56314D576)] [added: Factors](#s70F45374A34C57358322EA651F01E8F2)] | [removed: [7](#sCDA0023E8D265561A5F96AF56314D576)] [added: [9](#s70F45374A34C57358322EA651F01E8F2)] |
| Item 1B. | | [Unresolved Staff [removed: Comments](#s819A80DA304B5DAFABB1222BC4849501)] [added: Comments](#s2B7C021267E2508CB1CF03C02EBB9B29)] | [removed: [17](#s819A80DA304B5DAFABB1222BC4849501)] [added: [20](#s2B7C021267E2508CB1CF03C02EBB9B29)] |
| Item 2. | | [removed: [Properties](#s97D890CB762A559AB2279EE114F88053)] [added: [Properties](#sD47B794121DE558FB97730CCDCA5F282)] | [removed: [17](#s97D890CB762A559AB2279EE114F88053)] [added: [20](#sD47B794121DE558FB97730CCDCA5F282)] |
| Item 3. | | [Legal [removed: Proceedings](#s03547BA4AD7858E99EC7366608B245E2)] [added: Proceedings](#sAC7700BB1CBA5722AE9B8902F12EFFFB)] | [removed: [18](#s03547BA4AD7858E99EC7366608B245E2)] [added: [20](#sAC7700BB1CBA5722AE9B8902F12EFFFB)] |
| Item 4. | | [Mine Safety [removed: Disclosures](#sBBB9CE728C6A5EACA69157C729971A6F)] [added: Disclosures](#sF18A5D307B9A5599BF17799BB33D0B37)] | [removed: [18](#sBBB9CE728C6A5EACA69157C729971A6F)] [added: [20](#sF18A5D307B9A5599BF17799BB33D0B37)] |
| Item 5. | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#sFACACEBC03945E2382E6413624318C5B)] [added: Securities](#s7CC29F55471653438663CBC3CF88F338)] | [removed: [19](#sFACACEBC03945E2382E6413624318C5B)] [added: [21](#s7CC29F55471653438663CBC3CF88F338)] |
| Item 6. | | [Selected Financial [removed: Data](#s3FCC88CC2B0A5B569151ECBD25640098)] [added: Data](#sCDE5A271633F509DB9A3DA06A6D73AC0)] | [removed: [22](#s3FCC88CC2B0A5B569151ECBD25640098)] [added: [24](#sCDE5A271633F509DB9A3DA06A6D73AC0)] |
| Item 7. | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sED08D5C8B1345B8E9FD9EAD7227D6C12)] [added: Operations](#s5F8754AFF98A5B69A37B4B733FA05B0B)] | [removed: [24](#sED08D5C8B1345B8E9FD9EAD7227D6C12)] [added: [26](#s5F8754AFF98A5B69A37B4B733FA05B0B)] |
| Item 7A. | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#sBD1E07C1BEEA57189C54626396EB830C)] [added: Risk](#s6C9B25E26BF955D1B95238C94F19AFC5)] | [removed: [43](#sBD1E07C1BEEA57189C54626396EB830C)] [added: [45](#s6C9B25E26BF955D1B95238C94F19AFC5)] |
| Item 8. | | [Financial Statements and Supplementary [removed: Data](#s561513EB115A5AEE8725C51CC814563B)] [added: Data](#sC3F938107CD85410A4A2A6AF1525A9BA)] | [removed: [45](#s561513EB115A5AEE8725C51CC814563B)] [added: [48](#sC3F938107CD85410A4A2A6AF1525A9BA)] |
| Item 9. | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#s86DEE744AC9557D6ABCB830A9376FF3B)] [added: Disclosure](#sD4B7A0B0CDF954AD837EFCA44FC9D413)] | [removed: [81](#s86DEE744AC9557D6ABCB830A9376FF3B)] [added: [91](#sD4B7A0B0CDF954AD837EFCA44FC9D413)] |
| Item 9A. | | [Controls and [removed: Procedures](#s41C963F1A404574DBDF126EDAB251E07)] [added: Procedures](#sA90C5353F14754E48381DC89B9492A37)] | [removed: [81](#s41C963F1A404574DBDF126EDAB251E07)] [added: [91](#sA90C5353F14754E48381DC89B9492A37)] |
| Item 9B. | | [Other [removed: Information](#sFE137FFE251B508385CE09177D5B1742)] [added: Information](#s7AB1E4D6A400533F9C4BE407E246A5BB)] | [removed: [82](#sFE137FFE251B508385CE09177D5B1742)] [added: [92](#s7AB1E4D6A400533F9C4BE407E246A5BB)] |
| | | [PART [removed: III](#sC9B9A383A9505E0EB2DCA0960F078E89)] [added: III](#s4F39DDE043F85542832AFB58423D64E5)] | |
| Item 10. | | [Directors and Executive Officers of the [removed: Registrant](#s85E8C9380EFE5959B3CB89095F10A3E4)] [added: Registrant](#s7F1F91D5CE6857F6AB586E135CFC6793)] | [removed: [82](#s85E8C9380EFE5959B3CB89095F10A3E4)] [added: [92](#s7F1F91D5CE6857F6AB586E135CFC6793)] |
| Item 11. | | [Executive [removed: Compensation](#sEB647EE8B876549A89CFF666A504AFE2)] [added: Compensation](#sC96E933713C3570791097C79CCF52206)] | [removed: [82](#sEB647EE8B876549A89CFF666A504AFE2)] [added: [92](#sC96E933713C3570791097C79CCF52206)] |
| Item 12. | | [Security Ownership of Certain Beneficial Owners and [removed: Management](#sF7371A995B4154098ED173BB0732F83D)] [added: Management](#s52FC04E064035D30AB3B7623FFA98A9C)] | [removed: [82](#sF7371A995B4154098ED173BB0732F83D)] [added: [92](#s52FC04E064035D30AB3B7623FFA98A9C)] |
| Item 13. | | [Certain Relationships and Related [removed: Transactions](#s0DC7321CC8E85F17AA709305E0ED796E)] [added: Transactions](#sDBBDCFB73A665439904B3F6FE849C4A9)] | [removed: [82](#s0DC7321CC8E85F17AA709305E0ED796E)] [added: [92](#sDBBDCFB73A665439904B3F6FE849C4A9)] |
| Item 14. | | [Principal Accounting Fees and [removed: Services](#sD7BAB51D0E465469AAFA3A7852AA5542)] [added: Services](#sEA1CE5CC979B5B0B80724BF6F1F464F0)] | [removed: [82](#sD7BAB51D0E465469AAFA3A7852AA5542)] [added: [92](#sEA1CE5CC979B5B0B80724BF6F1F464F0)] |
| Item 15. | | [Exhibits, Financial Statement [removed: Schedules](#sAA34304882B05D30B879911C962D4F3D)] [added: Schedules](#sB4A059EBFEAA5787BDA20E21922C30B5)] | [removed: [83](#sAA34304882B05D30B879911C962D4F3D)] [added: [93](#sB4A059EBFEAA5787BDA20E21922C30B5)] |
| Item 16. | | [Form 10-K [removed: Summary](#sfbb917969f5549b3a19acb896eec426f)] [added: Summary](#sD4CCAD5E2223508EA19A23197B1EC9E3)] | [removed: [83](#sfbb917969f5549b3a19acb896eec426f)] [added: [101](#sD4CCAD5E2223508EA19A23197B1EC9E3)] |
In addition, words such as "estimate," "anticipate," "project," "plan," "intend," "believe," "expect," "likely," "predicted," [added: "positioned" and] any variations of these words and similar expressions are intended to identify forward-looking statements.
Such forward-looking statements include (1) expectations regarding anticipated growth in the wireless industry, carriers' investments in their networks, tenant additions, customer consolidation or ownership changes, [removed: or] [added: and] demand for our [removed: wireless infrastructure,] [added: communications infrastructure (as defined below),] (2) expectations regarding non-renewals of tenant [removed: leases (including the impact of our customers' decommissioning of the former Leap Wireless, MetroPCS and Clearwire networks),] [added: contracts,] (3) availability and adequacy of cash flows and liquidity for, or plans regarding, future discretionary [removed: investments] [added: investments,] including capital expenditures, (4) potential benefits of our discretionary investments, [added: including acquisitions,] (5) anticipated growth in our financial results, including future revenues, [removed: margins,] Adjusted EBITDA, segment site rental gross margin, segment network services and other gross margin, segment operating profit and operating cash flows, (6) expectations regarding our capital structure and the credit markets, our availability and cost of capital, [removed: or] [added: and] our ability to service our debt and comply with debt covenants and the [added: plans for and the] benefits of any future refinancings, (7) expectations related to remaining qualified as a real estate investment trust ("REIT"), and the advantages, benefits or impact of, or opportunities created by, our REIT [removed: status,] [added: status and the impact of the Tax Cuts and Jobs Act ("Tax Reform Act"),] (8) the realization and utilization of [removed: our net operating loss carryforwards ("NOLs"), and (9) our dividend policy, and the timing, amount, growth or tax characterization of any dividends.]
10-K 1 cci10-k123117.htm 10-K
| 6.875% Mandatory Convertible Preferred Stock, Series A, $0.01 par value | | New York Stock Exchange |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o
| | | [PART I](#s31F3C56D71C755768AA2A42ABED633E5) | |
| | | [PART II](#s1094B85774D4501C92958E01BC608145) | |
| | | [PART IV](#s956428AD9AD85C1394F2A9BD80D7AD98) | |
| [Signatures](#s4D7334023BD65ABCB1E226CC66C49992) | | | [104](#s4D7334023BD65ABCB1E226CC66C49992) |
our net operating loss carryforwards ("NOLs"), and (9) our dividend policy, and the timing, amount, growth or tax characterization of any dividends.
Interpretation
Additionally, unless the context suggests otherwise, references to "U.S." are to the United States of America and Puerto Rico, collectively.
10-K 1 cci10-k123116.htm 10-K
| | | [PART I](#sC9730E2E13DE5DD1A0435B530E90A4D3) | |
| | | [PART II](#s64A895A238485FE2AA1D7EF9D9313C41) | |
| | | [PART IV](#s5347C949FF145CD889ED77EDC5D5B0BF) | |
| [Signatures](#s880BC56D74F25E2CB580A516FA85085E) | | | [93](#s880BC56D74F25E2CB580A516FA85085E) |
Item 2. Properties
8 rewritten, 3 added, 6 removed, 11 unchanged
In addition, we have offices throughout the U.S. in locations convenient for the management and operation of our [removed: wireless infrastructure] [added: communications infrastructure,] with significant consideration being given to the amount of our [removed: wireless] [added: communications] infrastructure located in a particular area.
[removed: In addition, our] [added: Our] customers' wireless equipment may [removed: also] be placed on [added: towers,] building rooftops and other structures.
Our towers are located on tracts of land that support the towers, equipment shelters, and where applicable, guy-wires to stabilize the [removed: structure.][added: tower.]
Our small cells [added: and fiber] are typically located outdoors and are often attached to public right-of-way infrastructure, including utility poles or street lights.
Business—Overview" for [added: (1)] information regarding our [removed: wireless infrastructure] [added: tower] portfolio including our land interests and for a discussion of the location of our towers, including the percentage of our towers in the top 50 and 100 [removed: BTAs.][added: BTAs and tenants per tower and (2) information regarding our fiber portfolio including a discussion of the location of our fiber.]
MD&A—Liquidity and Capital Resources—Contractual Cash Obligations" for a tabular presentation of the remaining [removed: terms] [added: contractual obligations related] to [removed: final expiration of the leases for the land interests which we do not own and on which] our [removed: towers are located] [added: business] as of December 31, [removed: 2016.][added: 2017.]
Substantially all of our [removed: wireless] [added: communications] infrastructure can accommodate additional tenancy, either as currently constructed or with appropriate modifications.
Additionally, if so inclined as a result of a [removed: customer] request for a tenant addition, we could generally replace an existing tower with another [removed: tower] [added: tower, replace a small cell network antenna with another antenna or overlay additional fiber] in [removed: its place providing] [added: order to provide] additional [added: coverage or] capacity, subject to certain restrictions.
We believe that our facilities are suitable and adequate to meet our anticipated needs.
Communications Infrastructure
Additionally, we own or lease approximately 60,000 route miles of fiber primarily supporting our small cells and fiber solutions.
Wireless Infrastructure
Additionally, we own or lease approximately 26,500 route miles of fiber (after giving effect to the FiberNet Acquisition) primarily supporting our small cell networks designed to facilitate wireless connectivity.
As of December 31, 2016, the average number of tenants (defined as a unique license or any related amendments thereto for count purposes) per tower is approximately 2.2 on our towers.
The following chart sets forth the number of existing tenants per tower as of December 31, 2016 (see "Item 7.
MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" for a discussion of our impairment evaluation and our towers with no tenants).

Item 4. Mine Safety Disclosures
19 rewritten, 21 added, 15 removed, 38 unchanged
As of February [removed: 15, 2017,] [added: 21, 2018,] there were approximately [removed: 190] [added: 180] holders of record of our common stock.
To remain qualified and be taxed as a REIT, we will generally be required to [added: annually] distribute [added: to our stockholders] at least 90% of our REIT taxable income after the utilization of any available [removed: NOLs,] [added: NOLs] (determined without regard to the dividends paid deduction and excluding net capital [removed: gain) each year to our stockholders.][added: gain).]
[removed: Business—2016 Industry Highlights] [added: Business—Company Developments, REIT Status] and [removed: Company Developments—REIT] [added: Industry Update—REIT] Status," [removed: and notes 11 and 12 to our consolidated financial statements.][added: "Item 1A.]
During each of the first three quarters of [removed: 2015,] [added: 2017,] we paid a quarterly common stock dividend of [removed: $0.82] [added: $0.95] per share, totaling approximately [removed: $821.1 million.][added: $1.1 billion.]
In October [removed: 2015,] [added: 2016,] we increased our quarterly dividend, beginning in the fourth quarter of [removed: 2015,] [added: 2016,] from [removed: an annual] [added: a quarterly] amount of [removed: $3.28] [added: $0.885] per share to [removed: an annual] [added: a quarterly] amount of [removed: $3.54] [added: $0.95] per share.
As such, we declared a quarterly dividend of [removed: $0.885] [added: $0.95] per [removed: share] [added: share, or an annualized amount of $3.80 per share,] in October [removed: 2015,] [added: 2016,] which represented an increase of [removed: 8%] [added: 7%] from the quarterly dividend declared during each of the first three quarters of [removed: 2015.][added: 2016.]
In October [removed: 2016,] [added: 2017,] we increased our quarterly dividend, beginning in the fourth quarter of [removed: 2016,] [added: 2017,] from [removed: an annual] [added: a quarterly] amount of [removed: $3.54] [added: $0.95] per share to [removed: an annual] [added: a quarterly] amount of [removed: $3.80] [added: $1.05] per share.
As such, we declared a quarterly dividend of [removed: $0.95] [added: $1.05] per [removed: share] [added: share, or an annualized amount of $4.20 per share,] in October [removed: 2016,] [added: 2017,] which represented an increase of [removed: 7%] [added: 11%] from the quarterly dividend declared during each of the first three quarters of [removed: 2016.][added: 2017.]
We currently expect such dividends to result in aggregate cash payments of at least [removed: $1.3] [added: $1.7] billion during the next 12 months.
In addition, our ability to pay dividends is limited by the terms of our debt instruments [added: and our 6.875% Convertible Preferred Stock] under certain circumstances.
The following table summarizes information with respect to purchase of our equity securities during the fourth quarter of [removed: 2016:][added: 2017:]
We paid [removed: $0.2] [added: $0.3] million in cash to effect these purchases.
The following performance graph is a comparison of the five year cumulative [added: total] stockholder return on our common stock against the cumulative total return of the S&P 500 Market Index, the Dow Jones U.S. Telecommunications Equipment Index and the FTSE NAREIT All Equity REITs Index for the period commencing December 31, [removed: 2011] [added: 2012] and ending December 31, [removed: 2016.][added: 2017.]
The performance graph assumes an initial investment of $100.0 [added: and the reinvestment of all dividends] in our common stock and in each of the indices.
[removed: ][added: ]
| | | Years Ended December 31, | | | | | | | | | | | | | | | | | [added: | | | | | |]
| Company/Index/Market | | [removed: 2011 | | |] 2012 | | | [added: |] 2013 | | | [added: |] 2014 | | | [added: |] 2015 | | | [added: |] 2016 | | [added: | | 2017 | | |]
| FTSE NAREIT All Equity REITs Index | | 100.00 | | | [removed: 119.80] | [added: 102.85] | | [removed: 123.22] | | [added: 131.68] | [removed: 157.75] | | | [removed: 163.62] [added: 136.58] | | | [removed: 176.03] | [added: 146.94] | [added: | | | 159.69 | | |]
The performance graph above and related text are being furnished solely to accompany this [removed: annual report] [added: Annual Report] on Form 10-K pursuant to Item 201(e) of Regulation S-K, and are not being filed for purposes of Section 18 of the [removed: Securities] Exchange [removed: Act of 1934, as amended,] [added: Act,] and are not to be incorporated by reference into any filing of ours, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| 2017: | | | | | | | |
| First Quarter | $ | 95.45 | | | $ | 83.96 | |
| Second Quarter | 104.68 | | | | 93.22 | | |
| Third Quarter | 108.88 | | | | 93.14 | | |
| Fourth Quarter | 114.97 | | | | 99.33 | | |
Risk Factors" and notes 11 and 12 to our consolidated financial statements.
In aggregate, we paid approximately $1.5 billion in common stock dividends in 2017.
See "Item 7.
MD&A—Liquidity and Capital Resources—Financing Activities—Common Stock" and "Item 1A.
Risk Factors."
Issuer Purchases of Equity Securities
| October 1 - October 31, 2017 | | — | | | $ | — | | | — | | | — | |
| November 1 - November 30, 2017 | | 2 | | | 106.82 | | | | — | | | — | |
| December 1 - December 31, 2017 | | 1 | | | 110.86 | | | | — | | | — | |
| Total | | 3 | | | $ | 107.66 | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Crown Castle International Corp. | | $ | 100.00 | | | $ | 101.76 | | | $ | 111.79 | | | $ | 127.81 | | | $ | 133.58 | | | $ | 177.57 | |
| S&P 500 Market Index | | 100.00 | | | | 132.39 | | | | 150.51 | | | | 152.59 | | | | 170.84 | | | | 208.14 | | |
| DJ US Telecommunications Equipment Index | | 100.00 | | | | 121.43 | | | | 139.90 | | | | 124.79 | | | | 148.67 | | | | 182.95 | | |
| 2015: | | | | | | | |
| First Quarter | $ | 89.44 | | | $ | 78.57 | |
| Second Quarter | 87.46 | | | | 80.11 | | |
| Third Quarter | 86.56 | | | | 75.78 | | |
| Fourth Quarter | 88.18 | | | | 78.28 | | |
Unregistered Sales of Equity Securities and Use of Proceeds
| October 1 - October 31, 2016 | | — | | | $ | — | | | — | | | — | |
| November 1 - November 30, 2016 | | 2 | | | 87.56 | | | | — | | | — | |
| December 1 - December 31, 2016 | | — | | | — | | | | — | | | — | |
| Total | | 2 | | | $ | 87.56 | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Crown Castle International Corp. | | 100.00 | | | 161.07 | | | 163.91 | | | 180.05 | | | 205.86 | | | 215.16 | |
| S&P 500 Market Index | | 100.00 | | | 116.00 | | | 153.57 | | | 174.60 | | | 177.01 | | | 198.18 | |
| DJ US Telecommunications Equipment Index | | 100.00 | | | 109.75 | | | 133.28 | | | 153.54 | | | 136.95 | | | 163.17 | |
Item 6. Selected Financial Data
59 rewritten, 14 added, 2 removed, 17 unchanged
Our selected historical consolidated financial and other data set forth below [removed: for each of the five years in the period ended December 31, 2016, and as of December 31, 2016, 2015, 2014, 2013 and 2012] have been derived from our consolidated financial statements.
[removed: CCAL] [added: Our formerly 77.6% owned subsidiary that operated towers in Australia ("CCAL")] is presented on a discontinued operations basis for all periods presented.
See note 3 to our consolidated financial statements [removed: regarding] [added: for further discussion of] our sale of CCAL in [added: May] 2015.
| | Years Ended December 31, | | | | | | | | | | | | | | | | | | | [added: |]
| | [added: 2017 | | | (a) |] 2016 | | | (a) | 2015 | | | (a) | 2014 | | | (a) | 2013 | | | (a) | [removed: 2012 | | |]
| | (In thousands of dollars, except per share amounts) | | | | | | | | | | | | | | | | | | | [added: |]
| Statement of Operations Data: | | | | | | | | | | | | | | | | | | | | [added: |]
| Net revenues: | | | | | | | | | | | | | | | | | | | | [added: |]
| Site rental | $ | [removed: 3,233,307] [added: 3,669,191] | | | $ | [removed: 3,018,413] [added: 3,233,307] | | | $ | [removed: 2,866,613] [added: 3,018,413] | | | $ | [removed: 2,371,380] [added: 2,866,613] | | | $ | [removed: 2,001,049] [added: 2,371,380] | | [added: |]
| Network services and other | [added: 686,414 | | | |] 687,918 | | | | 645,438 | | | | 672,143 | | | | 494,371 | | | | [removed: 285,287 | | |]
| Net revenues | [added: 4,355,605 | | | |] 3,921,225 | | | | 3,663,851 | | | | 3,538,756 | | | | 2,865,751 | | | | [removed: 2,286,336 | | |]
| Operating expenses: | | | | | | | | | | | | | | | | | | | | [added: |]
| Costs of operations(b): | | | | | | | | | | | | | | | | | | | | [added: |]
| Site rental | [added: 1,143,914 | | | |] 1,023,350 | | | | 963,869 | | | | 906,152 | | | | 686,873 | | | | [removed: 503,661 | | |]
| Network services and other | [added: 419,787 | | | |] 417,171 | | | | 357,557 | | | | 400,454 | | | | 304,144 | | | | [removed: 173,762 | | |]
| Total costs of operations | [added: 1,563,701 | | | |] 1,440,521 | | | | 1,321,426 | | | | 1,306,606 | | | | 991,017 | | | | [removed: 677,423 | | |]
| General and administrative | [added: 426,698 | | | |] 371,031 | | | | 310,921 | | | | 257,296 | | | | 213,519 | | | | [removed: 184,911 | | |]
| Asset write-down charges | [added: 17,322 | | | |] 34,453 | | | | 33,468 | | | | 14,246 | | | | 13,595 | | | | [removed: 15,226 | | |]
| Acquisition and integration costs | [added: 61,431 | | | |] 17,453 | | | | 15,678 | | | | 34,145 | | | | 25,574 | | | | [removed: 18,216 | | |]
| Depreciation, amortization and accretion | [added: 1,242,408 | | | |] 1,108,551 | | | | 1,036,178 | | | | 985,781 | | | | 741,342 | | | | [removed: 591,428 | | |]
| Operating income (loss) | [added: 1,044,045 | | | |] 949,216 | | | | 946,180 | | | | 940,682 | | | | 880,704 | | | | [removed: 799,132 | | |]
| Interest expense and amortization of deferred financing costs | [removed: (515,032] [added: (590,682] | | ) | | [removed: (527,128] [added: (515,032] | | ) | | [removed: (573,291] [added: (527,128] | | ) | | [removed: (589,630] [added: (573,291] | | ) | | [removed: (601,031] [added: (589,630] | | ) | [added: |]
| Gains (losses) on retirement of long-term obligations | [removed: (52,291] [added: (3,525] | | ) | | [removed: (4,157] [added: (52,291] | | ) | | [removed: (44,629] [added: (4,157] | | ) | | [removed: (37,127] [added: (44,629] | | ) | | [removed: (131,974] [added: (37,127] | | ) | [added: |]
| Interest income | [added: 18,761 | | | |] 796 | | | | 1,906 | | | | 315 | | | | 956 | | | | [removed: 4,089 | | |]
| Other income (expense) | [added: 1,994 | | | |] (8,835 | | ) | | 57,028 | | | | 11,993 | | | | (3,902 | | ) | | [removed: (5,363 | | ) |]
| Income (loss) from continuing operations before income taxes | [added: 470,593 | | | |] 373,854 | | | | 473,829 | | | | 335,070 | | | | 251,001 | | | | [removed: 64,853 | | |]
| Benefit (provision) for income taxes(c) | [added: (26,043 | | ) | |] (16,881 | | ) | | 51,457 | | | | 11,244 | | | | (191,000 | | ) | | [removed: 60,144 | | |]
| Income (loss) from continuing operations | [added: 444,550 | | | |] 356,973 | | | | 525,286 | | | | 346,314 | | | | 60,001 | | | | [removed: 124,997 | | |]
| Discontinued operations: | | | | | | | | | | | | | | | | | | | | [added: |]
| Income (loss) from discontinued operations, net of tax | — | | | | [removed: 19,690] [added: —] | | | | [removed: 52,460] [added: 19,690] | | | | [removed: 33,900] [added: 52,460] | | | | [removed: 75,891] [added: 33,900] | | | [added: |]
| Net gain (loss) from disposal of discontinued operations, net of tax | — | | | | [removed: 979,359] [added: —] | | | | [removed: —] [added: 979,359] | | | | — | | | | — | | | [added: |]
| Income (loss) from discontinued operations, net of tax | — | | | | [removed: 999,049] [added: —] | | | | [removed: 52,460] [added: 999,049] | | | | [removed: 33,900] [added: 52,460] | | | | [removed: 75,891] [added: 33,900] | | | [added: |]
| Net income (loss) | [added: 444,550 | | | |] 356,973 | | | | 1,524,335 | | | | 398,774 | | | | 93,901 | | | | [removed: 200,888 | | |]
| Less: Net income (loss) attributable to the noncontrolling interest | — | | | | [removed: 3,343] [added: —] | | | | [removed: 8,261] [added: 3,343] | | | | [removed: 3,790] [added: 8,261] | | | | [removed: 12,304] [added: 3,790] | | | [added: |]
| Net income (loss) attributable to CCIC stockholders | [added: 444,550 | | | |] 356,973 | | | | 1,520,992 | | | | 390,513 | | | | 90,111 | | | | [removed: 188,584 | | |]
| Dividends on preferred stock and losses on purchases of preferred stock | [removed: (32,991] [added: (58,294] | | ) | | [removed: (43,988] [added: (32,991] | | ) | | (43,988 | | ) | | [removed: (11,363] [added: (43,988] | | ) | | [removed: (2,629] [added: (11,363] | | ) | [added: |]
| Net income (loss) attributable to CCIC common stockholders | $ | [removed: 323,982] [added: 386,256] | | | $ | [removed: 1,477,004] [added: 323,982] | | | $ | [removed: 346,525] [added: 1,477,004] | | | $ | [removed: 78,748] [added: 346,525] | | | $ | [removed: 185,955] [added: 78,748] | | [added: |]
| Income (loss) from continuing operations attributable to CCIC common stockholders, per common share - basic(d) | $ | [removed: 0.95] [added: 1.01] | | | $ | [removed: 1.45] [added: 0.95] | | | $ | [removed: 0.91] [added: 1.45] | | | $ | [removed: 0.16] [added: 0.91] | | | $ | [removed: 0.42] [added: 0.16] | | [added: |]
| Income (loss) from continuing operations attributable to CCIC common stockholders, per common share - diluted(d) | $ | [removed: 0.95] [added: 1.01] | | | $ | [removed: 1.44] [added: 0.95] | | | $ | [removed: 0.91] [added: 1.44] | | | $ | [removed: 0.16] [added: 0.91] | | | $ | [removed: 0.42] [added: 0.16] | | [added: |]
| Weighted-average common shares outstanding (in thousands): | | | | | | | | | | | | | | | | | | | | [added: |]
| | | | | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, | | | | | | | | | | | | | | | | | | | |
| | 2017 | | | (a) | 2016 | | | (a) | 2015 | | | (a) | 2014 | | | (a) | 2013 | | | (a) |
| | (In thousands of dollars, except per share amounts) | | | | | | | | | | | | | | | | | | | |
| Ratio of earnings to combined fixed charges and preferred stock dividends and losses on purchases of preferred stock(f) | 1.4 | | | | 1.4 | | | | 1.5 | | | | 1.3 | | | | 1.3 | | | |
| | |
| --- | --- |
| (g) | During 2017, we issued 1.65 million shares of 6.875% Convertible Preferred Stock, which generated net proceeds of approximately $1.6 billion ("6.875% Convertible Preferred Stock Offering") to partially fund the Lightower Acquisition in November 2017. During 2013, we issued 9.8 million shares of 4.50% Convertible Preferred Stock, which generated net proceeds of $950.9 million to partially fund the AT&T Acquisition. |
| | | | | | | | | | | | | | | | | | | | |
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An excerpt. Shown here: 40 of 59 rewritten, all 14 added and all 2 removed. The counts are complete. For every sentence, read Item 6. Selected Financial Data in the FY2017 filing and the FY2016 filing.
Item 8. Financial Statements and Supplementary Data
529 rewritten, 325 added, 135 removed, 804 unchanged
| [removed: [Report] [added: Report] of [removed: PricewaterhouseCoopers LLP,] Independent Registered Public Accounting [removed: Firm](#s0508E695178F5FCC8070A648021E2E69)] [added: Firm] | [removed: [46](#s0508E695178F5FCC8070A648021E2E69)] [added: [49](#s46B23F6FDCA852C792F6700173607B98)] |
| [Consolidated Balance Sheet as of December 31, [removed: 201](#s53CB64964C4951F2BA05872DDF333637)6] [added: 201](#sBDDB27CB9821516181F452C7C52810F8)7] and [removed: 2015] [added: 2016] | [removed: [47](#s53CB64964C4951F2BA05872DDF333637)] [added: [51](#sBDDB27CB9821516181F452C7C52810F8)] |
| [Consolidated Statement of Operations and Comprehensive Income (Loss) for each of the three years in the period ended December 31, [removed: 201](#s6B37B6C0C3B65BD8AD15F3B72B1F8719)6] [added: 201](#sD34F0909F9DB5322A958DAF5BB348A74)7] | [removed: [48](#s6B37B6C0C3B65BD8AD15F3B72B1F8719)] [added: [52](#sD34F0909F9DB5322A958DAF5BB348A74)] |
| [Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, [removed: 201](#s1B090B0327F85FBEA5420C663040034E)6] [added: 201](#sDB72235BE68B577FB39AF6523FE85E75)7] | [removed: [49](#s1B090B0327F85FBEA5420C663040034E)] [added: [53](#sDB72235BE68B577FB39AF6523FE85E75)] |
| Consolidated Statement of Equity for each of the three years in the period ended December 31, [removed: 2016] [added: 2017] | [removed: [50](#sA1628D45847659BBBB1AF42F75B1BD74)] [added: [54](#s13936A4A70BF5AA0A6531ABB0A2105D3)] |
| [Notes to Consolidated Financial [removed: Statements](#sEB6912E793455E749EE72FA6F24DC058)] [added: Statements](#s65310157830D5D37B0F0E814977A5A34)] | [removed: [53](#sEB6912E793455E749EE72FA6F24DC058)] [added: [57](#s65310157830D5D37B0F0E814977A5A34)] |
| Schedule III - Schedule of Real Estate and Accumulated Depreciation [added: for the years ended December 31, 2017 and 2016] | [removed: [85](#s526D3B42857D53D9AA55CA7B29FAEA3C)] [added: [103](#s68333DE45C705FEF87F6645A74F1268C)] |
In our opinion, the consolidated financial statements [removed: listed in the accompanying index] [added: referred to above] present fairly, in all material respects, the financial position of [removed: Crown Castle International Corp. and its subsidiaries (“the Company”)] [added: the Company] as of December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] and the results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2016] [added: 2017] in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the [removed: Committee of Sponsoring Organizations of the Treadway Commission (COSO).][added: COSO.]
The Company's management is responsible for these [removed: financial statements and] [added: consolidated] financial [removed: statement schedules,] [added: statements,] for maintaining effective internal control over financial [removed: reporting] [added: reporting,] and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item [removed: 9A.(b).][added: 9A.]
Our responsibility is to express opinions on [removed: these financial statements, on] the [added: Company's consolidated] financial [removed: statement schedules,] [added: statements] and on the Company's internal control over financial reporting based on our [removed: integrated] audits.
We conducted our audits in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]
Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the [added: consolidated] financial statements are free of material [removed: misstatement] [added: misstatement, whether due to error or fraud,] and whether effective internal control over financial reporting was maintained in all material respects.
Our audits [removed: of the financial statements] [added: also] included [removed: examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing] [added: evaluating] the accounting principles used and significant estimates made by management, [removed: and] [added: as well as] evaluating the overall [added: presentation of the consolidated] financial [removed: statement presentation.][added: statements.]
A [removed: company’s] [added: company's] internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted [removed: accounting principles.]
| | [added: 2017 | | | |] 2016 | | | | 2015 | | |
| Cash and cash equivalents [removed: | $] [added: at beginning of year] | 567,599 | | | [removed: $] | 178,810 | | [added: | | 175,620 | | | (a) |]
| Restricted cash | [removed: 124,547] [added: 121,065] | | | | [removed: 130,731] [added: 124,547] | | |
| Receivables, net of allowance of [removed: $11,314] [added: $13,746] and [removed: $9,574,] [added: $11,314,] respectively | [removed: 373,532] [added: 397,585] | | | | [removed: 313,296] [added: 373,532] | | |
| Prepaid expenses | [removed: 128,721] [added: 162,366] | | | | [removed: 133,194] [added: 128,721] | | |
| Other current assets | [removed: 130,362] [added: 138,670] | | | | [removed: 225,214] [added: 130,362] | | |
| Total current assets | [removed: 1,324,761] [added: 1,133,780] | | | | [removed: 981,245] [added: 1,324,761] | | |
| Deferred site rental receivables | [removed: 1,317,658] [added: 1,300,338] | | | | [removed: 1,306,408] [added: 1,317,658] | | |
| Property and equipment, net | [removed: 9,805,315] [added: 12,932,885] | | | | [removed: 9,580,057] [added: 9,805,315] | | |
| Goodwill | [removed: 5,757,676] [added: 10,021,468] | | | | [removed: 5,513,551] [added: 5,757,676] | | |
| Site rental contracts and customer relationships, net | [removed: 3,298,778] [added: 5,626,435] | | | | [removed: 3,421,180] [added: 3,298,778] | | |
| Other intangible assets, net | [removed: 351,294] [added: 335,324] | | | | [removed: 358,735] [added: 351,294] | | |
| Long-term prepaid rent and other assets, net | [removed: 819,610] [added: 879,340] | | | | [removed: 775,790] [added: 819,610] | | |
| Total assets | $ | [removed: 22,675,092] [added: 32,229,570] | | | $ | [removed: 21,936,966] [added: 22,675,092] | |
| Accounts payable | $ | [removed: 188,516] [added: 248,817] | | | $ | [removed: 159,629] [added: 188,516] | |
| Accrued interest | [removed: 97,019] [added: 131,790] | | | | [removed: 66,975] [added: 97,019] | | |
| Deferred revenues | [removed: 353,005] [added: 457,116] | | | | [removed: 322,623] [added: 353,005] | | |
| Other accrued liabilities | [removed: 221,066] [added: 339,108] | | | | [removed: 199,923] [added: 221,066] | | |
| Current maturities of debt and other obligations | [removed: 101,749] [added: 115,251] | | | | [removed: 106,219] [added: 101,749] | | |
| Total current liabilities | [removed: 961,355] [added: 1,292,082] | | | | [removed: 855,369] [added: 961,355] | | |
| Debt and other long-term obligations | [removed: 12,069,393] [added: 16,044,369] | | | | [removed: 12,043,740] [added: 12,069,393] | | |
| Other long-term liabilities | [removed: 2,087,229] [added: 2,554,037] | | | | [removed: 1,948,636] [added: 2,087,229] | | |
| Total liabilities | [removed: 15,117,977] [added: 19,890,488] | | | | [removed: 14,847,745] [added: 15,117,977] | | |
| Common stock, [removed: $.01] [added: $0.01] par value; 600,000,000 shares authorized; shares issued and outstanding: December 31, [removed: 2016—360,536,659] [added: 2017—406,280,673] and December 31, [removed: 2015—333,771,660] [added: 2016—360,536,659] | [removed: 3,605] [added: 4,063] | | | | [removed: 3,338] [added: 3,605] | | |
| [removed: 4.50%] [added: 6.875%] Mandatory Convertible Preferred Stock, Series A, [removed: $.01] [added: $0.01] par value; 20,000,000 shares authorized; shares issued and outstanding: December 31, [removed: 2016—0] [added: 2017—1,649,998] and December 31, [removed: 2015—9,775,000;] [added: 2016—0;] aggregate liquidation value: December 31, [removed: 2016—0] [added: 2017—$1,649,998] and December 31, [removed: 2015—$977,500] [added: 2016—$0] | [removed: —] [added: 17] | | | | [removed: 98] [added: —] | | |
| Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2017, 2016 and 2015 | [102](#s960D3714141E5C768ADCB06A7E4AC084) |
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Crown Castle International Corp. and its subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of operations and comprehensive income (loss), of cash flows, and of equity for each of the three years in the period ended December 31, 2017, including the related notes and financial statement schedules listed in the accompanying index (collectively referred to as the "consolidated financial statements").
We also have audited the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Basis for Opinions
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
As described in Management’s Report on Internal Control over Financial Reporting, management has excluded FiberNet, Wilcon, and Lightower from its assessment of internal control over financial reporting as of December 31, 2017, because they were acquired by the Company in purchase business combinations during 2017.
We have also excluded FiberNet, Wilcon, and Lightower from our audit of internal control over financial reporting.
FiberNet, Wilcon, and Lightower are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting collectively represent approximately $3.1 billion and $314 million, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2017.
Definition and Limitations of Internal Control over Financial Reporting
accounting principles.
February 26, 2018
We have served as the Company's auditor since 2011.
| | 2017 | | | | 2016 | | |
| Net proceeds from issuance of preferred stock | 1,607,759 | | | | — | | | | — | | | |
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| | Common Stock | | | | | | | 6.875% Mandatory Convertible Preferred Stock | | | | | | 4.50% Mandatory Convertible Preferred Stock | | | | | | | | | | | | AOCI | | | | | | | | | | | | | | | | | | | | | | |
| | Shares | | | ($0.01 Par) | | | | Shares | | | ($0.01 Par) | | | Shares | | | | ($0.01 Par) | | | | Additional Paid-In Capital | | | | Foreign Currency Translation Adjustments | | | | Derivative Instruments | | | | Total AOCI | | | | Dividends/Distributions in Excess of Earnings | | | | Noncontrolling interest from discontinued operations | | | | Total | | |
| Balance, December 31, 2016 | 360,536,659 | | | $ | 3,605 | | | — | | | — | | | — | | | | $ | — | | | $ | 10,938,236 | | | $ | (5,888 | ) | | $ | — | | | $ | (5,888 | ) | | $ | (3,378,838 | ) | | $ | — | | | $ | 7,557,115 | |
| Purchases and retirement of common stock | (259,331 | ) | | (3 | | ) | | — | | | — | | | — | | — | | — | | | | (23,304 | | ) | | — | | | | — | | | | — | | | | — | | | | — | | | | (23,307 | | ) |
| Net proceeds from issuances of common stock (see note 12) | 45,142,300 | | | 451 | | | | — | | | — | | | — | | | | — | | | | 4,220,878 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 4,221,329 | | |
| Net proceeds from issuances of preferred stock (see note 12) | — | | | — | | | | 1,650,000 | | | 17 | | | — | | | | — | | | | 1,607,742 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,607,759 | | |
| Recognition of excess tax benefit | — | | | — | | | | — | | | — | | | — | | — | | — | | | | 77 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 77 | | |
| Preferred stock dividends | — | | | — | | | | — | | | — | | | — | | — | | — | | | | — | | | | — | | | | — | | | | — | | | | (58,294 | | ) | | — | | | | (58,294 | | ) |
| Conversion of preferred stock to common stock (see note 12) | 17 | | | — | | | | (2 | ) | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | |
| Net income (loss) | | | | | | | | | | | | | | — | | — | | — | | | | — | | | | — | | | | — | | | | — | | | | 444,550 | | | | — | | | | 444,550 | | |
| Balance, December 31, 2017 | 406,280,673 | | | $ | 4,063 | | | 1,649,998 | | | 17 | | | — | | | | $ | — | | | $ | 16,843,607 | | | $ | (3,989 | ) | | $ | — | | | $ | (3,989 | ) | | $ | (4,504,616 | ) | | $ | — | | | $ | 12,339,082 | |
Unless the context suggests otherwise, references to "U.S." are to the United States of America and Puerto Rico, collectively.
The Company's towers, fiber and small cells assets are collectively referred to herein as "communications infrastructure," and the Company's customers on its communications infrastructure are referred to herein as "tenants."
As a result of the 2017 Acquisitions of fiber assets as described in note 4, the Company has changed the name of the "Small Cells" operating segment to "Fiber." The Company changed the name of this segment to reflect its strategy of utilizing the same fiber assets to provide both small cells and fiber solutions to its customers.
| Schedule II - Valuation and Qualifying Accounts | [84](#s553290C9BD085D7893F3BEFC2FFC50B3) |
In addition, in our opinion, the financial statement schedules listed in the accompanying index present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it classifies debt issuance costs in 2016.
February 22, 2017
| Comprehensive income (loss) attributable to CCIC stockholders | $ | 355,483 | | | $ | 1,503,245 | | | $ | 429,945 | |
| Cash and cash equivalents at beginning of year | 178,810 | | | | 175,620 | | | (a) | 223,394 | | | (a) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | CCIC Stockholders' Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2013 | 334,070,016 | | | $ | 3,341 | | | 9,775,000 | | — | | $ | 98 | | | $ | 9,482,769 | | | $ | 58,261 | | | $ | (81,873 | ) | | $ | (23,612 | ) | | $ | (2,535,879 | ) | | $ | 14,458 | | | $ | 6,941,175 | |
| Purchases and retirement of capital stock | (292,874 | ) | | (3 | | ) | | — | | — | | — | | | | (21,869 | | ) | | — | | | | — | | | | — | | | | — | | | | — | | | | (21,872 | | ) |
| Net income (loss) | — | | | — | | | | — | | — | | — | | | | — | | | | — | | | | — | | | | — | | | | 390,513 | | | | 8,261 | | | | 398,774 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | CCIC Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2014 | 333,856,632 | | | $ | 3,339 | | | 9,775,000 | | | $ | 98 | | | $ | 9,512,396 | | | $ | 34,545 | | | $ | (18,725 | ) | | $ | 15,820 | | | $ | (2,815,428 | ) | | $ | 21,003 | | | $ | 6,737,228 | |
Depreciation of wireless infrastructure
Asset Retirement Obligations
The Company has a dual grouping
See also "Recently Adopted Accounting Pronouncements" below for further discussion.
Sales taxes or value-added taxes collected from customers and remitted to governmental authorities are presented on a net basis.
The Company's ground leases contain
As of December 31, 2016 and 2015, the Company had $49.9 million and $55.3 million, respectively, of work in process.
In addition, during 2013, the Company acquired rights to approximately 9,700 towers through the AT&T Acquisition.
In August 2014, the Company received a favorable private letter ruling from the Internal Revenue Service ("IRS"), which provides that the real property portion of the Company's small cells and the related rents qualify as real property and rents from real property, respectively, under the rules governing REITs.
During 2015, the Company entered into foreign currency swaps to manage and reduce its foreign currency risk related to its sale of CCAL (see note 3).
In April 2015, the FASB issued new guidance on the presentation of debt issuance costs.
The guidance requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts and premiums.
The Company adopted this guidance on January 1, 2016 and has applied this guidance retrospectively.
In September 2015, the FASB issued new guidance which requires an acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined.
The Company adopted the guidance as of January 1, 2016 on a prospective basis.
This guidance is required to be applied, at
Early adoption is permitted.
In June 2016, the FASB issued new guidance on the recognition and measurement of expected credit losses for certain types of financial instruments, including accounts receivable.
The new guidance requires entities to estimate the expected credit loss over the life of certain financial instruments at initial recognition of the financial instrument.
The guidance is effective for the Company as of January 1, 2020.
The Company is currently evaluating the guidance, including the impact on its consolidated financial statements.
2014 Land Acquisitions
During 2014, the Company completed several acquisitions of portfolios of land interests under towers ("2014 Land Acquisitions").
These acquisitions were predominately comprised of an aggregate of 1,200 land interests for an aggregate purchase price of approximately $354 million, net of cash acquired.
An excerpt. Shown here: 40 of 529 rewritten, 40 of 325 added and 40 of 135 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2017 filing and the FY2016 filing.
Item 9A. Controls and Procedures
5 rewritten, 3 added, 0 removed, 20 unchanged
In connection with the preparation of this Annual Report on Form 10-K, as of December 31, [removed: 2016,] [added: 2017,] the Company's management conducted an evaluation, under the supervision and with the participation of the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")).
Based upon their evaluation, the CEO and CFO concluded that the Company's disclosure controls and procedures, as of December 31, [removed: 2016,] [added: 2017,] were effective to provide reasonable assurance that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and to provide reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company's management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Management has assessed the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2016.][added: 2017.]
Based on the Company's assessment, management has concluded that the Company's internal control over financial reporting was effective as of December 31, [removed: 2016] [added: 2017] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.
The effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2016] [added: 2017] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
Our evaluation of internal control over financial reporting excluded the internal controls over total assets of $3.1 billion and total revenue of $314 million included in our results as of and for the year ended December 31, 2017 related to the operations of FiberNet, Wilcon and Lightower, which we acquired on January 17, 2017, June 26, 2017 and November 1, 2017, respectively.
See note 4 to our consolidated financial statements for further discussion of the 2017 Acquisitions.
This exclusion is in accordance with the SEC's general guidance that an assessment of the effectiveness of internal control over financial reporting of a recently acquired business may be omitted from management's scope in the year of acquisition.
Item 10. Directors and Executive Officers of the Registrant
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required to be furnished pursuant to this item will be set forth in the [removed: 2017] [added: 2018] Proxy Statement and is incorporated herein by reference.
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required to be furnished pursuant to this item will be set forth in the [removed: 2017] [added: 2018] Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
5 rewritten, 1 added, 1 removed, 10 unchanged
The information required to be furnished pursuant to this item will be set forth in the [removed: 2017] [added: 2018] Proxy Statement and is incorporated herein by reference.
The following table summarizes information with respect to equity compensation plans under which equity securities of the registrant are authorized for issuance as of December 31, [removed: 2016:][added: 2017:]
| Equity compensation plans approved by security holders | — | | | $ | — | | | [removed: 11,969,790] [added: 11,222,154] | | (b) |
| (a) | See note 13 to the consolidated financial statements for more detailed information regarding the registrant's equity compensation [removed: plans.] [added: plan.] |
| (b) | Of these shares remaining available for future issuance, [removed: 2,677,441] [added: 3.0 million] may be issued pursuant to outstanding RSUs granted under the LTI Plan. |
| Total | — | | | $ | — | | | 11,222,154 | | |
| Total | — | | | $ | — | | | 11,969,790 | | |
Item 13. Certain Relationships and Related Transactions
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required to be furnished pursuant to this item will be set forth in the [removed: 2017] [added: 2018] Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
1 rewritten, 0 added, 12 removed, 1 unchanged
The information required to be furnished pursuant to this item will be set forth in the [removed: 2017] [added: 2018] Proxy Statement and is incorporated herein by reference.
Item 15.
Exhibits, Financial Statement Schedules
(a)(1) Financial Statements:
| |
| --- |
| The list of financial statements filed as part of this report is submitted as a separate section, the index to which is located on page [45](#s561513EB115A5AEE8725C51CC814563B). |
(a)(2) Financial Statement Schedules:
Schedule II—Valuation and Qualifying Accounts.
Schedule III—Schedule of Real Estate and Accumulated Depreciation.
All other schedules are omitted because they are not applicable or because the required information is contained in the financial statements or notes thereto included in this Form 10-K.
(a)(3) Exhibits:
The list of exhibits set forth in the accompanying Exhibit Index is incorporated by reference into this Item 15(a)(3).
Item 15. Exhibits, Financial Statement Schedules
85 rewritten, 75 added, 104 removed, 1 unchanged
| Exhibit Number | | [removed: |] Exhibit Description | [added: | Form | | File Number | | Date of Filing | | Exhibit Number |]
| [removed: (ii) |] 1.1 | | [removed: Form] [added: [Form] of Sales Agreement, dated August 28, 2015, between Crown Castle International Corp. and each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC, Mizuho Securities USA Inc., Mitsubishi UFJ Securities (USA), Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, [removed: LLC] [added: LLC](http://www.sec.gov/Archives/edgar/data/1051470/000119312515306926/d29068dex11.htm)] | [added: | 8-K | | 001-16441 | | August 28, 2015 | | 1.1 |]
| [removed: (cc) |] 2.1 | | [removed: Agreement] [added: [Agreement] and Plan of Merger by and between Crown Castle International Corp. and Crown Castle REIT Inc., dated September 19, [added: 2014](http://www.sec.gov/Archives/edgar/data/1051470/000119312514348880/d790512dex21.htm) | | 8-K | | 001-16441 | | September 23,] 2014 | [added: | 2.1 |]
| [removed: (a) | 2.2] [added: 10.17] | | [removed: Formation] [added: [Formation] Agreement, dated December 8, 1998, relating to the formation of Crown Atlantic Company LLC, Crown Atlantic Holding Sub LLC, and Crown Atlantic Holding Company [removed: LLC] [added: LLC](http://www.sec.gov/Archives/edgar/data/1051470/0000950130-98-005849.txt)] | [added: | 8-K | | 000-24737 | | December 10, 1998 | | 99.3 |]
| [removed: (b) | 2.3] [added: 10.18] | | [removed: Amendment] [added: [Amendment] Number 1 to Formation Agreement, dated March 31, 1999, [added: by and] among Crown Castle International Corp., Cellco Partnership, [removed: doing business as Bell Atlantic Mobile,] certain Transferring Partnerships [added: (as defined therein)] and CCA Investment [removed: Corp.] [added: Corp.](http://www.sec.gov/Archives/edgar/data/1051470/0000950157-99-000209.txt)] | [added: | 8-K | | 000-24737 | | April 12, 1999 | | 2.2 |]
| [removed: (g) | 2.4] [added: 10.19] | | [removed: Crown] [added: [Crown] Atlantic Holding Company LLC Amended and Restated Operating Agreement, dated May 1, 2003, by and between Bell Atlantic Mobile, Inc. and CCA Investment [removed: Corp.] [added: Corp.](http://www.sec.gov/Archives/edgar/data/1051470/000119312504037856/dex23.htm)] | [added: | 10-K | | 001-16441 | | March 10, 2004 | | 2.3 |]
| [removed: (b) | 2.5] [added: 10.21] | | [removed: Crown] [added: [Crown] Atlantic Company LLC Operating Agreement entered into as of March 31, 1999 by and between Cellco [removed: Partnership, doing business as Bell Atlantic Mobile,] [added: Partnerships] and Crown Atlantic Holding Sub [removed: LLC] [added: LLC](http://www.sec.gov/Archives/edgar/data/1051470/0000950157-99-000209.txt)] | [added: | 8-K | | 000-24737 | | April 12, 1999 | | 99.1 |]
| [removed: (g) | 2.6] [added: 10.22] | | [removed: Crown] [added: [Crown] Atlantic Company LLC First Amendment to Operating Agreement, dated May 1, 2003, by Crown Atlantic Company LLC, and each of Bell Atlantic [removed: Mobile,] [added: Mobile] Inc. and Crown Atlantic Holding Sub [removed: LLC] [added: LLC](http://www.sec.gov/Archives/edgar/data/1051470/000119312504037856/dex25.htm)] | [added: | 10-K | | 001-16441 | | March 10, 2004 | | 2.5 |]
| [removed: (c) | 2.7] [added: 10.23] | | [removed: Agreement] [added: [Agreement] to Sublease dated June 1, 1999 by and among BellSouth Mobility Inc., BellSouth Telecommunications Inc., [removed: The] [added: the] Transferring [removed: Entities,] [added: Entities (as defined therein),] Crown Castle International Corp. and Crown Castle South [removed: Inc.] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1051470/000095013099003557/0000950130-99-003557.txt)] | [added: | 8-K | | 000-24737 | | June 9, 1999 | | 99.1 |]
| [removed: (c) | 2.8] [added: 10.24] | | [removed: Sublease] [added: [Sublease] dated June 1, 1999 by and among BellSouth Mobility Inc., Certain BMI Affiliates, Crown Castle International Corp. and Crown Castle South [removed: Inc.] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1051470/000095013099003557/0000950130-99-003557.txt)] | [added: | 8-K | | 000-24737 | | June 9, 1999 | | 99.3 |]
| [removed: (e) | 2.9] [added: 10.25] | | [removed: Agreement] [added: [Agreement] to Sublease dated August 1, 1999 by and among BellSouth Personal Communications, Inc., BellSouth Carolinas PCS, L.P., Crown Castle International Corp. and Crown Castle South [removed: Inc.] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1051470/000089924300000662/0000899243-00-000662.txt)] | [added: | 10-K | | 000-24737 | | March 30, 2000 | | 2.7 |]
| [removed: (e) | 2.10] [added: 10.26] | | [removed: Sublease] [added: [Sublease] dated August 1, 1999 by and among BellSouth Personal Communications, Inc., BellSouth Carolinas PCS, L.P., Crown Castle International Corp. and Crown Castle South [removed: Inc.] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1051470/000089924300000662/0000899243-00-000662.txt)] | [added: | 10-K | | 000-24737 | | March 30, 2000 | | 2.8 |]
| [removed: (d) | 2.11] [added: 10.27] | | [removed: Formation] [added: [Formation] Agreement dated November 7, 1999 relating to the formation of Crown Castle GT Company LLC, Crown Castle GT Holding Sub LLC and Crown Castle GT Holding Company [removed: LLC] [added: LLC](http://www.sec.gov/Archives/edgar/data/1051470/000095015799000623/0000950157-99-000623.txt)] | [added: | 8-K | | 000-24737 | | November 12, 1999 | | 99.2 |]
| [removed: (e) | 2.12] [added: 10.28] | | [removed: Operating] [added: [Operating] Agreement, dated January 31, 2000 by and between Crown Castle GT Corp. and affiliates of GTE Wireless [removed: Incorporated] [added: Incorporated](http://www.sec.gov/Archives/edgar/data/1051470/000089924300000662/0000899243-00-000662.txt)] | [added: | 10-K | | 000-24737 | | March 30, 2000 | | 2.11 |]
| [removed: (i) | 4.2] [added: 4.3] | | [removed: Indenture,] [added: [Indenture,] dated as of June 1, 2005, relating to the Senior Secured Tower Revenue Notes, by and among JPMorgan Chase Bank, N.A., as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown [removed: Communication] [added: Communications] Inc., Crown Castle PT Inc., Crown Communication New York, Inc. and Crown Castle International Corp. de Puerto Rico, collectively as [removed: Issuers] [added: Issuers](http://www.sec.gov/Archives/edgar/data/1051470/000119312505122907/dex41.htm)] | [added: | 8-K | | 001-16441 | | June 9, 2005 | | 4.1 |]
| [removed: (r) | 4.3] [added: 4.4] | | [removed: Indenture] [added: [Indenture] Supplement, dated as of [removed: January 15,] [added: August 16,] 2010, [removed: relating to the Senior Secured Tower Revenue Notes, Series 2010-3,] by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as [removed: Issuers] [added: Issuers, relating to the Senior Secured Tower Revenue Notes, Series 2010-6](http://www.sec.gov/Archives/edgar/data/1051470/000119312510197189/dex43.htm)] | [added: | 8-K | | 001-16441 | | August 26, 2010 | | 4.3 |]
| [removed: (s) | 4.4] [added: 4.6] | | [removed: Indenture] [added: [Indenture] Supplement, dated as of [removed: August 16, 2010, relating to the Senior Secured Tower Revenue Notes, Series 2010-6,] [added: May 15, 2015,] by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, [removed: CRown] [added: Crown] Castle South LLC, Crown Communication [removed: Inc., Crown Castle PT Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico,] [added: LLC,] Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as [removed: Issuers] [added: Issuers, relating to the Senior Secured Tower Revenue Notes, Series 2015-1](http://www.sec.gov/Archives/edgar/data/1051470/000119312515196928/d931299dex41.htm)] | [added: | 8-K | | 001-16441 | | May 21, 2015 | | 4.1 |]
| [removed: (bb) |] 4.5 | | [removed: Indenture] [added: [Indenture] Supplement, dated as of June 30, 2014, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle PT Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA [removed: LLC] [added: LLC](http://www.sec.gov/Archives/edgar/data/1051470/000095015714000732/ex4-1.htm)] | [added: | 8-K | | 001-16441 | | July 1, 2014 | | 4.1 |]
| [removed: (q) | 4.6] [added: 4.8] | | [removed: Indenture] [added: [Indenture] dated July 31, 2009, [removed: relating to Senior Secured Notes,] between Pinnacle Towers Acquisition Holdings LLC, GS Savings Inc., GoldenState Towers, LLC, Pinnacle Towers Acquisition LLC, Tower Ventures III, LLC and TVHT, LLC, as Issuers, Global Signal Holdings III, LLC, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Indenture [removed: Trustee] [added: Trustee, relating to Senior Secured Notes](http://www.sec.gov/Archives/edgar/data/1051470/000119312509163853/dex41.htm)] | [added: | 8-K | | 001-16441 | | August 4, 2009 | | 4.1 |]
| [removed: (q) | 4.7] [added: 4.9] | | [removed: Indenture] [added: [Indenture] Supplement dated July 31, 2009, [removed: relating to Senior Secured Notes, Series 2009-1,] between Pinnacle Towers Acquisition Holdings LLC, GS Savings Inc., GoldenState Towers, LLC, Pinnacle Towers Acquisition LLC, Tower Ventures III, LLC and TVHT, LLC, as Issuers, Global Signal Holdings III, LLC, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Indenture [removed: Trustee] [added: Trustee, relating to Senior Secured Notes, Series 2009-1](http://www.sec.gov/Archives/edgar/data/1051470/000119312509163853/dex42.htm)] | [added: | 8-K | | 001-16441 | | August 4, 2009 | | 4.2 |]
| [removed: (u) | 4.8] [added: 4.10] | | [removed: Indenture] [added: [Indenture] dated as of October 15, 2012, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to 5.25% Senior Notes due [removed: 2023] [added: 2023](http://www.sec.gov/Archives/edgar/data/1051470/000095015712000445/ex4-1.htm)] | [added: | 8-K | | 001-16441 | | October 16, 2012 | | 4.1 |]
| [removed: (dd) | 4.9] [added: 4.11] | | [removed: First] [added: [First] Supplemental Indenture dated as of December 15, 2014, among Crown Castle REIT Inc., Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to 5.25% Senior Notes due [removed: 2023] [added: 2023](http://www.sec.gov/Archives/edgar/data/1051470/000095015714001379/ex4-4.htm)] | [added: | 8-K | | 001-16441 | | December 16, 2014 | | 4.4 |]
| [removed: (v) | 4.10] [added: 4.12] | | [removed: Indenture] [added: [Indenture] dated as of December 24, 2012, by and among CC Holdings GS V LLC, Crown Castle GS III Corp., each of the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 3.849% Senior Secured Notes due [removed: 2023] [added: 2023](http://www.sec.gov/Archives/edgar/data/1051470/000095015712000590/ex4-1.htm)] | [added: | 8-K | | 001-16441 | | December 28, 2012 | | 4.1 |]
| [removed: (aa) | 4.11] [added: 4.13] | | [removed: Base Indenture] [added: [Indenture] dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee] [added: trustee](http://www.sec.gov/Archives/edgar/data/1051470/000119312514144236/d713338dex41.htm)] | [added: | 8-K | | 001-16441 | | April 15, 2014 | | 4.1 |]
| [removed: (aa) | 4.12] [added: 4.14] | | [removed: First] [added: [First] Supplemental Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 4.875% Senior Notes due [removed: 2022] [added: 2022](http://www.sec.gov/Archives/edgar/data/1051470/000119312514144236/d713338dex42.htm)] | [added: | 8-K | | 001-16441 | | April 15, 2014 | | 4.2 |]
| [removed: (dd) | 4.13] [added: 4.15] | | [removed: Second] [added: [Second] Supplemental Indenture dated December 15, 2014, between Crown Castle REIT Inc., Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee] [added: trustee](http://www.sec.gov/Archives/edgar/data/1051470/000095015714001379/ex4-5.htm)] | [added: | 8-K | | 001-16441 | | December 16, 2014 | | 4.5 |]
| [removed: (dd) | 4.14] [added: 4.16] | | [removed: Third] [added: [Third] Supplemental Indenture dated December 15, 2014, between Crown Castle REIT Inc., Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee] [added: trustee](http://www.sec.gov/Archives/edgar/data/1051470/000095015714001379/ex4-6.htm)] | [added: | 8-K | | 001-16441 | | December 16, 2014 | | 4.6 |]
| [removed: (ff) | 4.15] [added: 4.7] | | [removed: Indenture] [added: [Indenture] Supplement, dated as of May 15, 2015, [removed: relating to the Senior Secured Tower Revenue Notes, Series 2015-1,] by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as [removed: Issuers] [added: Issuers, relating to the Senior Secured Tower Revenue Notes, Series 2015-2](http://www.sec.gov/Archives/edgar/data/1051470/000119312515196928/d931299dex42.htm)] | [added: | 8-K | | 001-16441 | | May 21, 2015 | | 4.2 |]
| [removed: (kk) |] 4.17 | | [removed: Fourth] [added: [Fourth] Supplemental Indenture dated February 8, 2016 between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated April 15, 2014, between Crown Castle [removed: international corp.] [added: International Corp.] and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee] [added: trustee, relating to 3.400% Senior Notes due 2021 and 4.450% Senior Notes due 2026](http://www.sec.gov/Archives/edgar/data/1051470/000119312516453864/d41368dex41.htm)] | [added: | 8-K | | 001-16441 | | February 8, 2016 | | 4.1 |]
| [removed: (mm) |] 4.18 | | [removed: Fifth] [added: [Fifth] Supplemental Indenture dated May 6, 2016, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee] [added: trustee, relating to 3.400% Senior Notes due 2021 and 3.700% Senior Notes due 2026](http://www.sec.gov/Archives/edgar/data/1051470/000119312516582022/d157695dex41.htm)] | [added: | 8-K | | 001-16441 | | May 6, 2016 | | 4.1 |]
| [removed: (pp) |] 4.19 | | [removed: Sixth] [added: [Sixth] Supplemental Indenture dated September 1, 2016, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee] [added: trustee, relating to 2.250% Senior Notes due 2021](http://www.sec.gov/Archives/edgar/data/1051470/000119312516699664/d247206dex41.htm)] | [added: | 8-K | | 001-16441 | | September 1, 2016 | | 4.1 |]
| [removed: (rr) |] 4.20 | | [removed: Seventh] [added: [Seventh] Supplemental Indenture dated February 2, 2017, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee] [added: trustee, relating to 4.000% Senior Notes due 2027](http://www.sec.gov/Archives/edgar/data/1051470/000119312517029149/d331238dex41.htm)] | [added: | 8-K | | 001-16441 | | February 2, 2017 | | 4.1 |]
| [removed: (b) | 10.1] [added: 10.20] | | [removed: Global] [added: [Global] Lease Agreement dated March 31, 1999 between Crown Atlantic [removed: Company] [added: Company,] LLC and Cellco [removed: Partnership, doing business as Bell Atlantic Mobile] [added: Partnership](http://www.sec.gov/Archives/edgar/data/1051470/0000950157-99-000209.txt)] | [added: | 8-K | | 000-24737 | | April 12, 1999 | | 99.6 |]
| [removed: (nn) | 10.2] [added: 10.1†] | | [removed: Amended] [added: [Amended] and Restated Severance Agreement between Crown Castle International Corp. and Jay A. Brown, effective as of June 1, [added: 2016](http://www.sec.gov/Archives/edgar/data/1051470/000119312516475878/d112338dex103.htm) | | 8-K | | 001-16441 | | February 24,] 2016 | [added: | 10.3 |]
| [removed: (nn) | 10.3] [added: 10.2†] | | [removed: Amended] [added: [Amended] and Restated Severance Agreement between Crown Castle International Corp. and W. Benjamin Moreland, effective as of June 1, [added: 2016](http://www.sec.gov/Archives/edgar/data/1051470/000119312516475878/d112338dex104.htm) | | 8-K | | 001-16441 | | February 24,] 2016 | [added: | 10.4 |]
| [removed: (h) | 10.9] [added: 10.4†] | | [removed: Form] [added: [Form] of Severance Agreement between Crown Castle International Corp. and James D. [removed: Young] [added: Young](http://www.sec.gov/Archives/edgar/data/1051470/000119312505040835/dex104.htm)] | [added: | 8-K | | 001-16441 | | March 2, 2005 | | 10.4 |]
| [removed: (l) | 10.10] [added: 10.5†] | | [removed: Form] [added: [Form] of First Amendment to Severance Agreement between Crown Castle International Corp and certain senior officers, including James D. [removed: Young] [added: Young](http://www.sec.gov/Archives/edgar/data/1051470/000118143107074045/rrd181361_22544.htm)] | [added: | 8-K | | 001-16441 | | December 7, 2007 | | 10.2 |]
| [removed: (m) | 10.11] [added: 10.3†] | | [removed: Form] [added: [Form] of Severance Agreement between Crown Castle International Corp. and Philip M. [removed: Kelley] [added: Kelley](http://www.sec.gov/Archives/edgar/data/1051470/000119312508151265/dex101.htm)] | [added: | 8-K | | 001-16441 | | July 15, 2008 | | 10.1 |]
| [removed: (p) | 10.12] [added: 10.6†] | | [removed: Form] [added: [Form] of Amendment to Severance Agreement between Crown Castle International Corp. and certain senior officers, including James D. Young and Philip M. Kelley, effective April 6, [added: 2009](http://www.sec.gov/Archives/edgar/data/1051470/000118143109019533/rrd239596_27999.htm) | | 8-K | | 001-16441 | | April 8,] 2009 | [added: | 10.2 |]
| [removed: (ll) | 10.13] [added: 10.8†] | | [removed: Form] [added: [Form] of Severance Agreement between Crown Castle International Corp. and each of Kenneth J. [removed: Simon and] [added: Simon,] Daniel K. [removed: Schlanger] [added: Schlanger, Michael J. Kavanagh and Robert C. Ackerman](http://www.sec.gov/Archives/edgar/data/1051470/000105147016000158/ex-1047123115.htm)] | [added: | 10-K | | 001-16441 | | February 22, 2016 | | 10.47 |]
(a)(1) Financial Statements:
| |
| --- |
| |
| The list of financial statements filed as part of this report is submitted as a separate section, the index to which is located on page [48](#sC3F938107CD85410A4A2A6AF1525A9BA). |
(a)(2) Financial Statement Schedules:
Schedule II—Valuation and Qualifying Accounts.
Schedule III—Schedule of Real Estate and Accumulated Depreciation.
All other schedules are omitted because they are not applicable or because the required information is contained in the financial statements or notes thereto included in this Form 10-K.
(a)(3) Exhibits:
Exhibit Index
| | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | |
| | | | | Incorporated by Reference | | | | | | |
| 2.2 | | [Agreement and Plan of Merger, dated as of July 18, 2017, by and among Crown Castle International Corp., LTS Group Holdings, LLC, Berkshire Fund VII-A (LTS) Acquisition Partners, Berkshire Fund VIII-A (LTS) Acquisition Partners, LTS Berkshire Fund VII-A Blocker Corporation, LTS Berkshire Fund VIII-A Blocker Corporation, LTS Co-Invest Blocker LLC, LTS Co-Invest Blocker II LLC, LTS Rollover Blocker LLC, LTS BF VII-A Blocker Merger Sub, Inc., LTS BF VIII-A Blocker Merger Sub, Inc., LTS Co-Invest Blocker Merger Sub, Inc., LTS Co-Invest Blocker II Merger Sub, Inc., LTS Rollover Blocker Merger Sub, Inc., LTS Group Holdings Merger Sub, Inc. and BSR LLC, as equityholders’ representative](http://www.sec.gov/Archives/edgar/data/1051470/000119312517230792/d417519dex21.htm) | | 8-K | | 001-16441 | | July 19, 2017 | | 2.1 |
| 3.1 | | [Restated Certificate of Incorporation of Crown Castle International Corp., dated July 20, 2017](http://www.sec.gov/Archives/edgar/data/1051470/000119312517236629/d430932dex31.htm) | | 8-K | | 001-16441 | | July 26, 2017 | | 3.1 |
| 3.2 | | [Certificate of Designations of 6.875% Mandatory Convertible Preferred Stock, Series A, of Crown Castle International Corp., filed with the Secretary of State of the State of Delaware and effective July 26, 2017](http://www.sec.gov/Archives/edgar/data/1051470/000119312517236629/d430932dex32.htm) | | 8-K | | 001-16441 | | July 26, 2017 | | 3.2 |
| 3.3 | | [Amended and Restated By-Laws of Crown Castle International Corp. dated December 15, 2017](http://www.sec.gov/Archives/edgar/data/1051470/000119312517370764/d505557dex31.htm) | | 8-K | | 001-16441 | | December 15, 2017 | | 3.1 |
| 4.1 | | [Specimen of Common Stock Certificate](http://www.sec.gov/Archives/edgar/data/1051470/000095015714001379/ex4-2.htm) | | 8-K | | 001-16441 | | December 16, 2014 | | 4.2 |
| 4.2 | | [Specimen Certificate of 6.875% Mandatory Convertible Preferred Stock, Series A (included as Exhibit A to Exhibit 3.2)](http://www.sec.gov/Archives/edgar/data/1051470/000119312517236629/d430932dex32.htm) | | 8-K | | 001-16441 | | July 26, 2017 | | 3.2 |
| | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | |
| | | | | Incorporated by Reference | | | | | | |
| Exhibit Number | | Exhibit Description | | Form | | File Number | | Date of Filing | | Exhibit Number |
| | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | |
| | | | | Incorporated by Reference | | | | | | |
| Exhibit Number | | Exhibit Description | | Form | | File Number | | Date of Filing | | Exhibit Number |
| 4.21 | | [Eighth Supplemental Indenture dated May 1, 2017, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 4.750% Senior Notes due 2047](http://www.sec.gov/Archives/edgar/data/1051470/000119312517151930/d383093dex41.htm) | | 8-K | | 001-16441 | | May 1, 2017 | | 4.1 |
| | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | |
| | | | | Incorporated by Reference | | | | | | |
| Exhibit Number | | Exhibit Description | | Form | | File Number | | Date of Filing | | Exhibit Number |
| 4.22 | | [Ninth Supplemental Indenture dated August 1, 2017, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 3.200% Senior Notes due 2024 and 3.650% Senior Notes due 2027](http://www.sec.gov/Archives/edgar/data/1051470/000119312517244309/d430589dex41.htm) | | 8-K | | 001-16441 | | August 1, 2017 | | 4.1 |
| 4.23 | | [Tenth Supplemental Indenture dated January 16, 2018, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee](http://www.sec.gov/Archives/edgar/data/1051470/000119312518011458/d442729dex41.htm) | | 8-K | | 001-16441 | | January 17, 2018 | | 4.1 |
| 10.9† | | [Crown Castle International Corp. 2013 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/1051470/000119312513145964/d470276ddef14a.htm) | | DEF 14A | | 001-16441 | | April 8, 2013 | | App. A |
| | | | |
| --- | --- | --- | --- |
| (dd) | 3.1 | | Restated Certificate of Incorporation of Crown Castle International Corp. (including the Certificate of Designations of 4.50% Mandatory Convertible Preferred Stock, Series A, incorporated therein as Exhibit I) |
| (hh) | 3.2 | | Amended and Restated By-Laws of Crown Castle International Corp., dated July 30, 2015 |
| (dd) | 4.1 | | Form of Common Stock Certificate |
| (ff) | 4.16 | | Indenture Supplement, dated as of May 15, 2015, relating to the Senior Secured Tower Revenue Notes, Series 2015-2, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers |
| (f) | 10.4 | | Form of Severance Agreement between Crown Castle International Corp. and E. Blake Hawk |
| (l) | 10.5 | | Form of First Amendment to Severance Agreement between Crown Castle International Corp. and E. Blake Hawk |
| (p) | 10.6 | | Form of Amendment to Severance Agreement between Crown Castle International Corp. and E. Blake Hawk, effective April 6, 2009 |
| (x) | 10.7 | | Crown Castle International Corp. 2013 Long-Term Incentive Plan |
| (oo) | 10.8 | | Amendment to 2013 Long Term Incentive Plan, as amended |
| (nn) | 10.16 | | Form of 2013 Long-Term Incentive Plan Restricted Stock Units Agreement |
| (nn) | 10.17 | | Summary of Non-employee Director Compensation |
| (qq) | 10.48 | | Crown Castle International Corp. Extended Service Separation Program |
| * | 23.1 | | Consent of PricewaterhouseCoopers LLP |
____________________
| | |
| --- | --- |
| (a) | Incorporated by reference to the exhibit previously filed by the predecessor of Crown Castle International Corp. ("Predecessor Registrant") on Form 8-K (File No. 000-24737) on December 10, 1998. |
| (b) | Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 000-24737) on April 12, 1999. |
| (c) | Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 000-24737) on June 9, 1999. |
| (d) | Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 000-24737) on November 12, 1999. |
| (e) | Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 10-K (File No. 000-24737) for the year ended December 31, 1999. |
| (f) | Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on January 8, 2003. |
| (g) | Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 10-K (File No. 001-16441) for the year ended December 31, 2003. |
| (h) | Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on March 2, 2005. |
| (i) | Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on June 9, 2005. |
| (j) | Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on September 29, 2006. |
| (k) | Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on December 5, 2006. |
| (l) | Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on December 7, 2007. |
| (m) | Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on July 15, 2008. |
| (n) | Incorporated by reference to the exhibit previously filed by Global Signal Inc. on Form 8-K (File No. 001-32168) on February 17, 2005. |
| (o) | Incorporated by reference to the exhibit previously filed by Global Signal Inc. on Form 8-K (File No. 001-32168) on May 27, 2005. |
| (p) | Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on April 8, 2009. |
| (q) | Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on August 4, 2009. |
| (r) | Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on January 20, 2010. |
| (s) | Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on August 26, 2010. |
| (t) | Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on October 2, 2012. |
| (u) | Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on October 16, 2012. |
| (v) | Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on December 28, 2012. |
An excerpt. Shown here: 40 of 85 rewritten, 40 of 75 added and 40 of 104 removed. The counts are complete. For every sentence, read Item 15. Exhibits, Financial Statement Schedules in the FY2017 filing and the FY2016 filing.
Item 16. Form 10-K Summary
26 rewritten, 71 added, 7 removed, 53 unchanged
YEARS ENDED DECEMBER 31, [removed: 2016, 2015] [added: 2017, 2016] AND [removed: 2014][added: 2015]
| | | | | | Additions | | | | Deductions | | | | | | | | | | | | | | | [added: | | | |]
| | Balance at Beginning of Year | | | | Charged to Operations | | | | Credited to Operations | | | | Written Off | | | | Effect of Exchange Rate Changes | | | | [added: Other Adjustments | | | |] Balance at End of Year | | |
| Allowance for Doubtful Accounts Receivable: | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | |]
| 2016 | $ | 9,574 | | | $ | 4,873 | | | $ | — | | | $ | (3,133 | ) | | $ | — | | | $ | [added: — | | | $ |] 11,314 | |
| 2015 | $ | 10,037 | | | $ | 2,958 | | | $ | — | | | $ | (3,421 | ) | | $ | — | | | $ | [added: — | | | $ |] 9,574 | |
YEARS ENDED DECEMBER 31, [removed: 2016] [added: 2017] AND [removed: 2015][added: 2016]
| (2) | [removed: As of December 31, 2016, $4.6 billion] [added: Certain] of the Company's debt is secured by (1) a [removed: security interest in substantially all of the applicable issuers' assignable personal property, (2) a] pledge of the equity interests in each applicable [removed: issuer,] [added: issuer] and [removed: (3)] [added: (2)] a security interest in the applicable issuers' leases with tenants to lease tower space (space licenses). |
| Gross amount at beginning | $ | [removed: 15,110,835] [added: 16,120,896] | | | $ | [removed: 13,795,914] [added: 15,110,835] | |
| Other [removed: acquisitions (1)(2)] [added: acquisitions(1)(2)] | [removed: 130,139] [added: 2,787,829] | | | | [removed: 424,919] [added: 130,139] | | |
| [removed: Wireless] [added: Communications] infrastructure construction and improvements | [removed: 709,538] [added: 1,062,589] | | | | [removed: 713,465] [added: 709,538] | | |
| Purchase of land interests | [removed: 74,579] [added: 80,647] | | | | [removed: 90,496] [added: 74,579] | | |
| Sustaining capital expenditures | [removed: 55,417] [added: 56,480] | | | | [removed: 75,888] [added: 55,417] | | |
| [removed: Other (3)] [added: Other(3)] | [removed: 95,049] [added: 46,537] | | | | [removed: 61,801] [added: 95,049] | | |
| Total additions | [removed: 1,064,722] [added: 4,034,082] | | | | [removed: 1,366,569] [added: 1,064,722] | | |
| Cost of real estate sold or disposed | [removed: (54,661] [added: (45,416] | | ) | | [removed: (51,648] [added: (54,661] | | ) |
| Total deductions: | [removed: (54,661] [added: (45,416] | | ) | | [removed: (51,648] [added: (54,661] | | ) |
| Balance at end | $ | [removed: 16,120,896] [added: 20,109,562] | | | $ | [removed: 15,110,835] [added: 16,120,896] | |
| (2) | Includes acquisitions of [removed: wireless] [added: communications] infrastructure. |
| Gross amount of accumulated depreciation at beginning | $ | [removed: (5,648,598] [added: (6,446,448] | ) | | $ | [removed: (4,917,542] [added: (5,648,598] | ) |
| Depreciation | [removed: (810,549] [added: (889,983] | | ) | | [removed: (759,332] [added: (810,549] | | ) |
| Total additions | [removed: (810,549] [added: (889,983] | | ) | | [removed: (759,332] [added: (810,549] | | ) |
| Amount for assets sold or disposed | [removed: 24,190] [added: 26,391] | | | | [removed: 23,946] [added: 24,190] | | |
| Other | [removed: (11,491] [added: 6,810] | | [removed: )] | | [removed: 4,330] [added: (11,491] | | [added: )] |
| Total deductions | [removed: 12,699] [added: 33,201] | | | | [removed: 28,276] [added: 12,699] | | |
| Balance at end | $ | [removed: (6,446,448] [added: (7,303,230] | ) | | $ | [removed: (5,648,598] [added: (6,446,448] | ) |
| 2017 | $ | 11,314 | | | $ | 4,360 | | | $ | — | | | $ | (4,591 | ) | | $ | — | | | $ | 2,663 | | (a) | $ | 13,746 | |
| (a) | Represents the allowance for doubtful accounts reflected in the preliminary purchase price allocations for the 2017 Acquisitions. See note 4. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2017 | $ | 6,627 | | | $ | 59 | | | $ | — | | | $ | (5,514 | ) | | $ | — | | | $ | — | | | $ | 1,172 | |
| 40,080 towers(1) | $ | 4,580,581 | | (2) | (3) | (3) | $ | 20,109,562 | | (4) | $ | (7,303,230 | ) | Various | Various | Up to 20 years |
| | 2017 | | | | 2016 | | |
| | |
| --- | --- |
| | 2017 | | | | 2016 | | |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 26th day of February, 2018.
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| --- | --- | --- |
| | | |
| | | |
| CROWN CASTLE INTERNATIONAL CORP. | | |
| | | |
| By: | | /s/ DANIEL K. SCHLANGER |
| | | Daniel K. Schlanger Senior Vice President, Chief Financial Officer and Treasurer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jay A.
Brown and Kenneth J.
Simon and each of them, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and re-substitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all documents relating to the Annual Report on Form 10-K, including any and all amendments and supplements thereto, for the year ended December 31, 2017 and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities indicated below on this 26th day of February, 2018.
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| --- | --- | --- |
| | | |
| Name | | Title |
| | | |
| /s/ JAY A. BROWN | | President, Chief Executive Officer and Director |
| Jay A. Brown | | (Principal Executive Officer) |
| | | |
| /s/ DANIEL K. SCHLANGER | | Senior Vice President, Chief Financial Officer and Treasurer |
| Daniel K. Schlanger | | (Principal Financial Officer) |
| | | |
| /s/ ROBERT S. COLLINS | | Vice President and Controller |
| Robert S. Collins | | (Principal Accounting Officer) |
| | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2014 | $ | 7,547 | | | $ | 3,101 | | | $ | — | | | $ | (611 | ) | | $ | — | | | $ | 10,037 | |
| 2014 | $ | 27,264 | | | $ | 1,797 | | | $ | — | | | $ | (9,106 | ) | | $ | — | | | $ | 1,083 | | | $ | 21,038 | |
| 40,153 towers(1) | $ | 7,211,677 | | (2) | (3) | (3) | $ | 16,120,896 | | (4) | $ | (6,446,448 | ) | Various | Various | Up to 20 years |
| | 2016 | | | | 2015 | | |
INDEX TO EXHIBITS
An excerpt. Shown here: all 26 rewritten, 40 of 71 added and all 7 removed. The counts are complete. For every sentence, read Item 16. Form 10-K Summary in the FY2017 filing and the FY2016 filing.