Crown Castle (CCI) 10-K risk factor changes: FY2018 vs FY2017

Additionally, a reduction in the amount or change in the mix of network investment by our [removed: customers] [added: tenants] may materially and adversely affect our business (including reducing demand for [removed: tenant additions] [added: our communications infrastructure] or [removed: network] services).

[removed: Customer] [added: Tenant] demand for our communications infrastructure depends on the demand for data.

The willingness of our [removed: customers] [added: tenants] to utilize our communications infrastructure, or renew or extend existing contracts on our communications infrastructure, is affected by numerous factors, including:

| • | financial condition of our [removed: customers,] [added: tenants,] including their profitability and availability or cost of capital; |

| • | willingness of our [removed: customers] [added: tenants] to maintain or increase their network investment or changes in their capital allocation strategy; |

| • | increased use of network sharing, roaming, joint development, or resale agreements by our [removed: customers;] [added: tenants;] |

| • | mergers or consolidations by and among our [removed: customers;] [added: tenants;] |

| • | changes in, or success of, our [removed: customers'] [added: tenants'] business models; |

| • | our ability to efficiently satisfy our [removed: customers'] [added: tenants'] service requirements. |

If our [removed: customers] [added: tenants] or potential [removed: customers] [added: tenants] 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 communications infrastructure or [removed: network] services.

The amount, timing, and mix of our [removed: customers'] [added: tenants'] network investment is variable and can be significantly impacted by the various matters described in these risk factors.

Changes in [removed: customer] [added: tenant] network investment typically impact the demand for our communications infrastructure.

As a result, changes in [removed: customer] [added: tenant] plans such as delays in the implementation of new systems, new and emerging technologies (including small cells and fiber solutions), or plans to expand coverage or capacity may reduce demand for our communications infrastructure.

Furthermore, the industries in which our [removed: customers] [added: tenants] operate (particularly those in the wireless industry) could experience a slowdown or slowing growth rates as a result of numerous factors, including a reduction in consumer demand (including demand for wireless connectivity) or general economic conditions.

There can be no assurances that weakness or uncertainty in the economic environment will not adversely impact our [removed: customers] [added: tenants] or their industries, which may materially and adversely affect our business, including by reducing demand for our communications infrastructure or [removed: network] services.

In addition, a slowdown may increase competition for site rental [removed: customers] [added: tenants] or [removed: network] services.

Such an industry slowdown or a reduction in [removed: customer] [added: tenant] network investment may materially and adversely affect our business.

A substantial portion of our revenues is derived from a small number of [removed: customers,] [added: tenants,] and the loss, consolidation or financial instability of any of such [removed: customers] [added: tenants] may materially decrease revenues or reduce demand for our communications infrastructure and [removed: network] services.

Our four largest [removed: customers] [added: tenants] are AT&T, T-Mobile, Verizon Wireless and Sprint.

Collectively, these four [removed: customers] [added: tenants] accounted for [removed: 83%] [added: 73%] of our [removed: 2017] [added: 2018] site rental revenues.

The loss of any one of our large [removed: customers] [added: tenants] as a result of consolidation, merger, bankruptcy, insolvency, network sharing, roaming, joint development, resale agreements by our [removed: customers] [added: tenants] 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, communications infrastructure assets, intangible assets, or (4) other adverse effects to our business.

We cannot guarantee that contracts with our major [removed: customers] [added: tenants] will not be terminated or that these [removed: customers] [added: tenants] will renew their contracts with us.

In addition to our four largest [removed: customers,] [added: tenants,] we also derive a portion of our revenues and anticipated future growth from (1) fiber solutions [removed: customers] [added: tenants] and (2) new entrants offering or contemplating offering wireless services.

Such [removed: customers] [added: tenants] (including those dependent on government funding) may be smaller or have less financial resources than our four largest [removed: customers,] [added: tenants,] may have business models which may not be successful, or may require additional capital.

Business—The Company" and note [removed: 16] [added: 15] to our consolidated financial statements.

Consolidation among our [removed: customers] [added: tenants] will likely result in duplicate or overlapping parts of networks, for example, where they are co-residents on a tower, which may result in the [removed: termination or] [added: termination,] non-renewal [added: or re-negotiation] of tenant contracts and negatively impact revenues from our communications infrastructure.

Such consolidation may result in a reduction in such [removed: customers'] [added: tenants'] future network investment in the aggregate because their expansion plans may be similar.

[removed: Customer] [added: Tenant] consolidation could decrease the demand for our communications infrastructure, which in turn may result in a reduction in our revenues or cash flows.

See note [removed: 15] [added: 11] to our consolidated financial statements.

Such transactions or activities could [added: be a complex, costly, time-consuming process, or] cause disruptions in, increase risk or otherwise negatively impact our business.

| • | disrupt our business relationships with our [removed: customers,] [added: tenants,] depending on the nature of or counterparty to such transactions and activities; |

| • | not result in the benefits management had expected to realize from such expansion and development activities, or those benefits may take longer to realize than [removed: expected;] [added: expected (including the 2017 Acquisitions);] |

Our Fiber segment represented [removed: 21%] [added: 34%] and [removed: 12%] [added: 21%] of our site rental revenues for the years ended December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] respectively.

The business model for our Fiber operations contains certain differences from our business model for our Towers operations, including certain differences relating to [removed: customer] [added: tenant] base, competition, contract terms (including requirements for service level agreements regarding network performance and maintenance), upfront capital requirements, landlord demographics, ownership of certain network assets, operational oversight requirements, government regulations, growth rates and applicable laws.

While our Fiber operations have certain risks that are similar to our Towers operations, they also have certain operational risks [added: (including the scalability of processes)] that are different from our Towers business, including:

| • | risks relating to wireless carriers building their own small cell networks, or [removed: customers] [added: tenants] utilizing their own or alternative fiber assets; |

| • | the risk of new technologies that could enable [removed: customers] [added: tenants] to realize the same benefits with less utilization of our fiber; |

In addition, the rate at which [removed: customers] [added: tenants] adopt or prioritize small cells and fiber solutions may be lower or slower than we anticipate or may cease to exist altogether.

There may be risks and challenges associated with small cells and fiber solutions being comparatively new and emerging technologies [removed: and] [added: that are] continuing to evolve, and there may be other risks related to small cells and fiber solutions of which we are not yet aware.

Our construction [removed: projects, some of which are long-term] [added: projects] and [removed: complex] [added: related contracts, particularly] in [removed: nature,] [added: our Fiber business,] can be [added: long-term, complex in nature, and] challenging to execute.

| • | our market competition, including tenants that may elect to self-perform; |

In April 2018, T-Mobile and Sprint entered into a definitive agreement to merge, subject to regulatory approval and other closing conditions.

This potential transaction may result in a decrease or delay in demand for our communications infrastructure and services, as a result of the anticipated integration of the T-Mobile and Sprint networks and related duplicate or overlapping parts of their networks, which may lead to a reduction in our revenues or cash flows and may trigger a review for impairment of certain long-lived assets.

For the year ended December 31, 2018, T-Mobile and Sprint represented approximately 19% and 14%, respectively, of the Company's consolidated site rental revenues.

Further, the Company derived approximately 6% of its consolidated site rental revenues from each of T-Mobile and Sprint on communications infrastructure where both carriers currently reside, inclusive of approximately 1% impact from previously disclosed expected non-renewals from the anticipated decommissioning of portions of T-Mobile's MetroPCS and Sprint's Clearwire networks.

In addition, there is an average of approximately five years and six years of current term remaining on all lease agreements with T-Mobile and Sprint, respectively.

| • | risks relating to construction management and construction-related billings to tenants; |

Further, investments in newly-constructed communications infrastructure may result in lower initial returns compared to returns on our existing communications infrastructure or us not being able to to realize future tenant additions at anticipated levels.

Borrowings under our 2016 Credit Facility generally bear an interest rate based on the London interbank offered rate ("LIBOR") per annum plus a credit spread based on our senior unsecured credit rating.

In July 2017, the United Kingdom's Financial Conduct Authority, which regulates LIBOR, announced that it will stop compelling banks to submit rates for the calculation of LIBOR after 2021.

It is not possible to predict the effect of these changes, other reforms or the establishment of

alternative reference rates.

The discontinuation or modification of LIBOR could result in interest rate increases on our debt, which could adversely affect our cash flow and operating results.

In addition, competition (primarily in our fiber solutions business) may, in certain circumstances, cause us to renegotiate certain existing tenant contracts to avoid early contract terminations.

Any significant reduction in demand for our

access to rights-of-way.

Additionally, security incidents impacting our tenants, vendors and business partners could result in a material adverse effect on our business.

In addition, our acquisitions, both past and future, may alter our potential exposure to the risks described above.Additionally, we could be negatively impacted by other unforeseen events, such as natural disasters, which could, among other things, damage our communication infrastructure assets or interrupt service to our tenants.

We currently expect our anticipated common stock cash dividends over the next 12 months to be a cumulative amount of at least $4.50 per share, or an aggregate amount of approximately $1.9 billion.

See notes 11 and 18 to our consolidated financial statements.

any shares of our 6.875% Convertible Preferred Stock.

Certifications

| • | our market competition; |

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.

| • | construction management risks; |

Failure to repay or refinance

to access, analyze, or verify all information regarding titles or other issues prior to acquiring communications infrastructure.

In addition, our recent acquisitions, including the 2017 Acquisitions, may alter our potential exposure to the risks described above.

We are currently evaluating such risks with respect to these acquisitions.

In October 2017, we increased our quarterly dividend, beginning in the fourth quarter of 2017, from an annual amount of $3.80 per share to an annual amount of $4.20 per share.

We currently expect such dividends to result in aggregate annual cash payments of at least $1.7 billion during the next 12 months.

For taxable years beginning in or after 2018, no more than 20% of the value of the assets of a REIT may be represented by securities of one or more TRSs.

Available Information and Certifications

We maintain a website at www.crowncastle.com.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K (and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act")) are made available, free of charge, through the investor relations section of our website at http://investor.crowncastle.com and at the SEC's website at http://sec.gov as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

You may also read or copy any document we file with the SEC at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549.

Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.

In addition, our corporate governance guidelines, business practices, ethics policy and financial code of ethics and the charters of our Audit Committee, Compensation Committee and Nominating & Corporate Governance Committee are available through the investor relations section of our website at http://www.crowncastle.com/investor/corporateGovernance.aspx, and such information is also available in print to any stockholder who requests it.

Site rental revenues represented [removed: 84%] [added: 87%] of our [removed: 2017] [added: 2018] consolidated net revenues.

| • | We operate as a REIT for U.S. federal income tax purposes (see "Item 1. Business—Company Developments, REIT Status and Industry Updates—REIT Status" and note [removed: 11] [added: 10] to our consolidated financial statements). |

| ◦ | We expect [added: U.S.] wireless carriers will continue their focus on improving network quality and expanding capacity [added: (including through 5G initiatives)] 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 [removed: customers'] [added: tenants'] growing communications infrastructure needs. |

| ◦ | 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 [removed: customers.] [added: tenants.] |

| ◦ | We expect existing and potential new [removed: customer] [added: tenant] demand for our communications infrastructure will result from (1) new technologies, (2) increased usage of mobile entertainment, mobile internet usage, and machine-to-machine 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, (6) the adoption of other bandwidth-intensive applications (such as cloud services and video communications) and (7) the availability of additional spectrum. |

| ◦ | Initial terms of five to 15 years for site rental revenues derived from wireless [removed: customers,] [added: tenants,] with contractual escalations and multiple renewal periods at the option of the tenant of five to [removed: ten] [added: 10] years each. |

| ◦ | Initial terms that generally vary between three to 20 years for site rental revenues derived from our fiber solutions [removed: business] [added: tenants] (including from organizations with high-bandwidth and multi-location demands). |

| ◦ | Weighted-average remaining term of approximately five years, exclusive of renewals at the tenants' option, currently representing approximately [removed: $22] [added: $23] billion of expected future cash inflows. |

| • | [removed: Revenues predominately] [added: Majority of our revenues] from large wireless carriers |

| ◦ | Approximately [removed: 83%] [added: 73%] of our site rental revenues were derived from AT&T, T-Mobile, Verizon Wireless and Sprint. See also "Item 1A. Risk Factors" and note [removed: 16] [added: 15] to our consolidated financial statements. |

| • | Majority of land interests under our towers are under long-term [removed: control] [added: control.] |

| ◦ | Approximately 90% of our Towers site rental gross margin and more than 75% of our Towers site rental gross margin is derived from towers that reside on land that we own or control for greater than [removed: ten] [added: 10] and 20 years, respectively. The aforementioned [removed: amounts] [added: percentages] include towers that reside on land interests that are owned, including fee interests and perpetual easements, which represent [removed: over one-third] [added: approximately 40%] of our Towers site rental gross margin. |

| • | Majority of our fiber assets are located [added: in major metropolitan areas and are] on public [removed: rights-of-way] [added: rights-of-way.] |

[added: | ◦ | After giving effect to our February 2019 issuance of $600 million aggregate principal amount of 4.300%] senior unsecured notes due February [removed: 2028 ("3.800% Senior Notes")] [added: 2029 and $400 million aggregate principal amount of 5.200% senior unsecured notes due 2049] (collectively, [removed: "January 2018] [added: "February 2019] Senior Notes") and the application of the net proceeds therefrom, [removed: 82%] [added: 85%] of our debt has fixed rate coupons. [added: |]

| ◦ | Our debt service coverage and leverage ratios [removed: were] [added: are] comfortably within their respective financial maintenance covenants. See "Item 7. MD&A—Liquidity and Capital Resources—Debt Covenants" for a further discussion of our debt covenants. |

| ◦ | [removed: 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, [removed: 2017,] [added: 2018,] after giving effect to our [removed: January 2018] [added: February 2019] Senior Notes offering and [added: the] application of the net proceeds therefrom, our outstanding debt has a weighted average interest rate of [removed: 3.8%] [added: 4.0%] and weighted average maturity of [removed: greater than six] [added: approximately seven] years (assuming anticipated repayment dates where applicable). [removed: See "Item 7. MD&A—Liquidity and Capital Resources—Financing Activities" for further discussion of our debt transactions.] |

| ◦ | Net cash provided by operating activities was [removed: $2.0] [added: $2.5] billion. |

[removed: | ◦ | During 2017, we paid common stock dividends totaling approximately $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: 2017. |][added: 2018.]

| [removed: •] [added: ◦] | Investing capital efficiently to grow long-term dividends per share (see also "Item 1. Business") |

| [removed: ◦] [added: •] | Discretionary capital expenditures of [removed: $1.1] [added: $1.6] billion, [removed: including] [added: predominately resulting from the construction of] communications infrastructure [added: and communications infrastructure] improvements in order to support additional site [removed: rentals, construction of communications infrastructure and land purchases.] [added: rental revenues.] |

[removed: | ◦ |] See [removed: below and] note [removed: 4] [added: 15] to our consolidated financial statements for [removed: a] [added: further] discussion of our [removed: 2017 Acquisitions. |][added: operating segments.]

In aggregate, we paid approximately [removed: $1.5] [added: $1.8] billion in common stock dividends in [removed: 2017.][added: 2018.]

During each of the first three quarters of [removed: 2017,] [added: 2018,] we paid a quarterly common stock dividend of [removed: $0.95] [added: $1.05] per share, totaling approximately [removed: $1.1] [added: $1.3] billion.

[removed: As such, we] [added: In October 2018, our board of directors] declared a quarterly [added: common stock cash] dividend of [removed: $1.05] [added: $1.125] per share, [removed: or] [added: which represents] an [added: increase of 7% from an] annualized amount of $4.20 per [removed: share, in October 2017, which represented] [added: share to] an [removed: increase] [added: annualized amount] of [removed: 11%] [added: $4.50 per share] from the quarterly [added: common stock] dividend declared during each of the first three quarters of [removed: 2017.][added: 2018.]

Any future [added: common stock] dividends are subject to [removed: the approval of] [added: declaration by] our board of directors.

See notes [removed: 12] [added: 11] and [removed: 19] [added: 18] to our consolidated financial statements.

See notes [removed: 4, 8] [added: 3] and [removed: 12] [added: 8] to our consolidated financial statements.

The following are certain highlights of our [removed: 2018] [added: 2019] outlook that impact our business fundamentals described above.

| • | We expect [removed: that] [added: that, when compared to full year 2018,] our full year [removed: 2018] [added: 2019] site rental revenue growth will be [added: positively] impacted by [removed: (1) the 2017 Acquisitions (see note 4 to our consolidated financial statements) and (2) a healthy environment for] [added: higher] tenant additions, as large wireless carriers and fiber solutions [removed: customers] [added: tenants] attempt to meet the increasing demand for data. See note [removed: 15] [added: 4] to our consolidated financial statements. |

| • | We expect discretionary capital expenditures for [removed: 2018] [added: 2019] to exceed [removed: 2017] [added: 2018] levels with a continued increase in the construction of new small 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: 2018.] [added: 2019.] |

See note [removed: 16] [added: 2] to our consolidated financial statements for further [removed: discussion of our operating segments.][added: information.]

MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures" for a discussion of our use of (1) segment site rental gross margin, (2) segment [removed: network] services and other gross margin, (3) segment operating profit, including their respective definitions and (4) Adjusted EBITDA, including its definition, and a reconciliation to net income.

Highlights of our results of operations for [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] are depicted below:

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2017] [added: 2018] vs. [removed: 2016] [added: 2017] | | | [removed: 2016] [added: 2017] vs. [removed: 2015] [added: 2016] | |

| Fiber site rental revenues | [removed: 769,637] [added: 1,600] | | | | [removed: 402,599] [added: 769] | | | | [removed: 284,368] [added: 402] | | | | [removed: 91] [added: 108] | % | | [removed: 42] [added: 91] | % |

| Total site rental revenues | [removed: 3,669,191] [added: 4,716] | | | | [removed: 3,233,307] [added: 3,669] | | | | [removed: 3,018,413] [added: 3,233] | | | | [removed: 13] [added: 29] | % | | [removed: 7] [added: 13] | % |

| Fiber site rental gross margin(a) | [removed: 505,578] [added: 1,075] | | | | [removed: 255,140] [added: 505] | | | | [removed: 177,173] [added: 255] | | | | [removed: 98] [added: 113] | % | | [removed: 44] [added: 98] | % |

| [removed: Network services] [added: Services] and other gross margin: | | | | | | | | | | | | | | | | | |

| Towers [removed: network] services and other gross margin(a) | [removed: 262,398] [added: 273] | | | | [removed: 259,094] [added: 263] | | | | [removed: 282,630] [added: 259] | | | | [removed: 1] [added: 4] | % | | [removed: (8] [added: 2] | [removed: )%] [added: %] |

| Fiber [removed: network] services and other gross margin(a) | [removed: 9,191] [added: 5] | | | | [removed: 19,370] [added: 9] | | | | [removed: 10,621] [added: 19] | | | | [removed: (53] [added: (44] | )% | | [removed: 82] [added: (53] | [removed: %] [added: )%] |

◦During 2018, we paid common stock dividends totaling approximately $1.8 billion.

| • | We expect to continue to construct and acquire new communications infrastructure based on our tenants' needs and generate attractive long-term returns by adding additional tenants over time. |

| • | During 2018, we completed several debt transactions to refinance and extend the maturities of certain of our debt. See "Item 7. MD&A—Liquidity and Capital Resources—Financing Activities" for further discussion of our debt transactions. |

| • | In March 2018, we issued 8 million shares of our common stock ("March 2018 Equity Financing"), and we utilized the proceeds for general corporate purposes as well as repayment of outstanding indebtedness. |

We currently expect our anticipated common stock dividends over the next 12 months to be a cumulative amount of at least $4.50 per share, or an aggregate amount of approximately $1.9 billion.

| | (In millions of dollars) | | | | | | | | | | | | | | | | |

| Towers site rental revenues | $ | 3,116 | | | $ | 2,900 | | | $ | 2,831 | | | 7 | % | | 2 | % |

| Towers site rental gross margin(a) | 2,268 | | | | 2,055 | | | | 1,991 | | | | 10 | % | | 3 | % |

| Towers operating profit(a) | 2,431 | | | | 2,224 | | | | 2,157 | | | | 9 | % | | 3 | % |

| Fiber operating profit(a) | 901 | | | | 425 | | | | 214 | | | | 112 | % | | 99 | % |

| Adjusted EBITDA(b) | 3,141 | | | | 2,482 | | | | 2,228 | | | | 27 | % | | 11 | % |

| (b) | Represents initial contribution of acquisitions until the one-year anniversary of the acquisition, with the exception of.the entire contribution to growth in site rental revenues in 2018 attributable to the Lightower Acquisition, which is included within acquisitions. |

The increase predominately resulted from the full year impact of 2017 financing activities used to partially fund our 2017 Acquisitions and the financing of our discretionary capital expenditures.

In addition, in 2017 the effective rate also differs from the federal statutory rate due to a non-cash tax provision of $15 million as a result of the enactment of the Tax Reform Act.

The increase was predominately related to net growth in both our Towers and Fiber segments, partially offset by an increase in expenses, including (1) depreciation, amortization and accretion, (2) selling, general and administrative expenses, (3) losses on the retirement of long-term obligations, and (4) interest expense and amortization of deferred financing costs.

Adjusted EBITDA increased $659 million, or 27%, from 2017 to 2018, reflecting the growth in our site rental activities in both Towers and Fiber, including the Lightower Acquisition and the Wilcon Acquisition as discussed above.

Tenant additions were influenced by our tenants' ongoing efforts to improve network quality and capacity.

Our services and other offerings are of a variable nature as these revenues are not under long-term contracts.

The provisions for income taxes for 2017 and 2016 were $26 million and $17 million, respectively.

In addition to our REIT status, in 2017 the effective rate differs from the federal statutory rate due to a non-cash tax provision of $15 million as a result of the enactment of the Tax Reform Act.

Business——Company Developments, REIT Status and Industry Update—REIT Status," "Item 7.

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.

capital and the potential long-term return on our discretionary investments.

We have no significant contractual debt maturities until 2021 (other than principal payments on certain outstanding debt).

| | (In millions of dollars) | | |

| Undrawn 2016 Revolver availability(b) | 4,141 | | |

| (a) | Inclusive of $5 million included within long-term prepaid rent and other assets, net on our consolidated balance sheet. |

| | (in millions of dollars) | | | | | | | | | | |

| Operating activities | $ | 2,502 | | | $ | 2,043 | | | $ | 1,787 | |

| Investing activities | (1,795 | | ) | | (10,493 | | ) | | (1,429 | | ) |

| Financing activities | (733 | | ) | | 8,192 | | | | (89 | | ) |

Changes in working capital contribute to variability in net cash provided by operating activities, largely due to the timing of advanced payments by us and advanced receipts from tenants.

Net cash used for investing activities for 2018 decreased $8.7 billion from 2017 as a result of the 2017 Acquisitions.

MD&A—Liquidity and Capital Resources—Overview," "Item 7.

| • | paying an aggregate of $113 million in dividends on our 6.875% Convertible Preferred Stock; |

| • | completing the March 2018 Equity Financing, the proceeds of which we used for general corporate purposes, including repayment of outstanding indebtedness; |

MD&A—General Overview" and "Item 7.

See notes 11 and 18 to our consolidated financial statements for further information regarding our common stock as well as dividends declared and paid.

See note 11 to our consolidated financial statements for further information regarding our 2018 ATM Program.

See note 8 to our consolidated financial statements for further information regarding our 2016 Credit Facility.

| ◦ | U.S. wireless carriers continue to invest in their networks. |

| ◦ | 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% |

| • | During 2017, we issued shares of our common stock and 6.875% Convertible Preferred Stock in connection with our 2017 Acquisitions (see "Item 7. MD&A—Liquidity and Capital Resources—Financing Activities" for further discussion). |

| • | 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." |

In October 2017, we increased our quarterly dividend, beginning in the fourth quarter of 2017, from a quarterly amount of $0.95 per share to a quarterly amount of $1.05 per share.

We currently expect such dividends to result in aggregate annual cash payments of at least $1.7 billion during the next 12 months, or an annualized amount of $4.20 per share.

FiberNet Acquisition

On November 1, 2016, we entered into 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 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.

On January 17, 2017, we closed the FiberNet Acquisition, which was financed using proceeds from our November 2016 Common Stock Offering and borrowings under the 2016 Revolver.

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.

See "Item 7.

| | (In thousands of dollars) | | | | | | | | | | | | | | | | |

| Towers site rental revenues | $ | 2,899,554 | | | $ | 2,830,708 | | | $ | 2,734,045 | | | 2 | % | | 4 | % |

| Towers site rental gross margin(a) | 2,054,759 | | | | 1,990,499 | | | | 1,906,870 | | | | 3 | % | | 4 | % |

| Towers operating profit(a) | 2,223,495 | | | | 2,156,690 | | | | 2,097,601 | | | | 3 | % | | 3 | % |

| Fiber operating profit(a) | 425,721 | | | | 213,834 | | | | 149,415 | | | | 99 | % | | 43 | % |

| Adjusted EBITDA(b) | 2,481,761 | | | | 2,227,523 | | | | 2,119,183 | | | | 11 | % | | 5 | % |

General and administrative expenses are inclusive of stock-based compensation charges, which increased $29.4 million from 2015 to 2016.

This decrease is predominately the result of a $18.7 million decrease in the amortization of interest rate swaps.

Other income (expense) for 2016 was income of $8.8 million, compared to income of $57.0 million for 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 benefit (provision) for income taxes for 2016 was a provision of $16.9 million compared to a benefit of $51.5 million for 2015.

For 2015, the effective tax rate differed from the federal statutory rate predominately due to (1) our REIT status, including the dividends paid deduction, and (2) the de-recognition of net deferred tax liabilities related to the inclusion of small cells in the REIT in January 2016, which resulted in a non-cash income tax benefit of $33.8 million.

Income from discontinued operations, net of tax, decreased from 2015 to 2016 due to the sale of CCAL occurring mid-period on May 28, 2015.

In addition, during 2015, we recorded a gain on the sale of discontinued operations, net of tax, of approximately $1.0 billion.

The decrease in net income was predominately due to the gain recorded on the sale of CCAL of approximately $1.0 billion.

Adjusted EBITDA increased by $108.3 million, or 5%, from 2015 to 2016.

Adjusted EBITDA was (1) positively impacted by the growth in our site rental activities in both Towers and Fiber and (2) negatively impacted by a decrease in Towers network services and other gross margin.

from financing capacity, such as the use of our undrawn availability from the 2016 Revolver, debt financings and issuances of equity or equity related securities, including under our ATM Program.

| | (In thousands of dollars) | | |

| Undrawn revolving credit facility availability(b) | 2,910,967 | | |

Our interest rate risk relates primarily to the impact of interest rate movements on the following, after giving effect to our [removed: January 2018] [added: February 2019] Senior Notes offering and the application of the net proceeds therefrom:

| • | the potential refinancing of our [removed: $16.2] [added: $16.7] billion in existing debt, compared to [removed: $12.2] [added: $16.2] billion in the prior year; |

| • | our [removed: $3.0] [added: $2.4] billion of floating rate debt representing approximately [removed: 18%] [added: 15%] of total debt, compared to [removed: 16%] [added: 21%] in the prior year; and |

We have no debt [removed: maturities] [added: 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: 2017] [added: 2018] and December 31, [removed: 2016,] [added: 2017,] 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: 2017] [added: 2018] and a discussion of anticipated repayment dates.

As of December 31, [removed: 2017,] [added: 2018,] after giving effect to our [removed: January 2018] [added: February 2019] Senior Notes offering and the application of the net proceeds therefrom, we had [removed: $3.0] [added: $2.4] 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: $4] [added: $3] million.

As of December 31, [removed: 2016,] [added: 2017,] we had approximately [removed: $2.0] [added: $3.0] billion of floating rate debt, none of which had LIBOR floors.

The following table provides information about our market risk related to changes in interest [removed: rates.][added: rates, after giving effect to our February 2019 Senior Notes Offering and the application of the net proceeds therefrom.]

See [removed: note] [added: notes] 8 [added: and 18] to our consolidated financial statements for additional information regarding our debt.

| | [removed: 2018 | | | |] 2019 | | | | 2020 | | | | 2021 | | | | 2022 | | | | [added: 2023 | | | |] Thereafter | | | | Total | | | | Fair Value(a) | | |

| Average interest rate(b)(c)(d) | 4.4 | | % | | 4.5 | | % | | [removed: 4.6] [added: 2.9] | | % | | [removed: 2.9] [added: 5.2] | | % | | [removed: 4.9] [added: 4.2] | | % | | [removed: 5.0] [added: 5.2] | | % | | [removed: 4.8] [added: 4.7] | | % | | | | |

| (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: $1.0 billion, $300.0] [added: $300 million, $250 million, $700] million and [removed: $700.0] [added: $750] million, with anticipated repayment dates in [removed: 2020, 2022] [added: 2022, 2023, 2025] and [removed: 2025,] [added: 2028,] 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 [removed: 2040] [added: 2042] to [removed: 2045] [added: 2048] 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: 2017] [added: 2018] Excess Cash Flow of the issuers of the tower revenue notes was approximately [removed: $599.8] [added: $720] 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 and 2016 Revolver borrowings, each of which matures in [removed: 2022.] [added: 2023.] |

The future principal payments and weighted-average interest rates are presented as of December 31, 2018.

| | (Dollars in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed rate debt(b) | $ | 48 | | | $ | 38 | | | $ | 1,583 | | | $ | 878 | | | $ | 3,424 | | | $ | 8,390 | | | $ | 14,361 | | | $ | 14,131 | |

| Variable rate debt(e) | $ | 59 | | | $ | 104 | | | $ | 119 | | | $ | 209 | | | $ | 1,954 | | | $ | — | | | $ | 2,445 | | | $ | 2,446 | |

| Average interest rate(e) | 3.8 | | % | | 3.8 | | % | | 3.8 | | % | | 3.8 | | % | | 3.8 | | % | | — | | % | | 3.8 | | % | | | | |

The future principal payments and weighted-average interest rates are presented as of December 31, 2017 after giving effect to our January 2018 Senior Notes offering and the application of the net proceeds therefrom (see note 19 to our consolidated financial statements).

| | (Dollars in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 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 | |

| Average interest rate(e) | 3.2 | | % | | 3.5 | | % | | 3.6 | | % | | 3.6 | | % | | 3.7 | | % | | — | | % | | 3.6 | | % | | | | |

We own, operate and lease shared communications infrastructure that is geographically dispersed throughout the U.S., including (1) approximately 40,000 towers and other structures, such as rooftops (collectively, "towers"), and (2) approximately [removed: 60,000] [added: 65,000] route miles of fiber primarily supporting small cell networks ("small cells") and fiber solutions.

| • | 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 [removed: 4] [added: 3] 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 [removed: customers] [added: tenants] 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' [removed: customers.] [added: tenants.] |

| ◦ | We derive [removed: in excess of one-third] [added: approximately 40%] of our Towers site rental gross margin [added: from towers residing] on land and other property interests (collectively, "land") that we own, including fee interests and perpetual easements, and we derive approximately [removed: two-thirds] [added: 60%] of our Towers site rental gross margin from [added: towers residing on] land that we lease, sublease, manage or license. |

| ◦ | The contracts for the land under our towers have an average [added: total] remaining life [removed: in excess] of [removed: 30] [added: approximately 35] years (including [added: all] renewal terms at our option), weighted based on Towers site rental gross margin. |

| [removed: •] [added: ◦] | We operate as a REIT for U.S. federal income tax purposes. See "Item 1. [removed: Business—2017] [added: Business—2018] Industry Highlights and Company Developments—REIT Status" and note [removed: 11] [added: 10] to our consolidated financial statements. |

Certain information concerning our [removed: customers] [added: tenant] and site rental contracts is as follows:

| • | Our [removed: customers] [added: largest tenants] include AT&T, T-Mobile, Verizon Wireless and Sprint, which collectively accounted for [removed: 83%] [added: 73%] of our [removed: 2017] [added: 2018] site rental revenues. |

| • | The vast majority of our site rental revenues are of a recurring [removed: nature,] [added: nature] and [removed: typically in excess of 90% have been contracted for in a prior year.] [added: are subject to long-term contracts with our tenants.] |

| • | Our site rental revenues derived from wireless [removed: customers] [added: tenants] typically result from long-term contracts with (1) initial terms of five to 15 years, (2) multiple renewal periods at the option of the [removed: customer] [added: tenant] of five to [removed: ten] [added: 10] years each, (3) limited termination rights for our [removed: customers,] [added: tenants,] and (4) contractual escalations of the rental price and, in some cases, an additional upfront payment. |

| • | Our site rental revenues derived from our fiber solutions [removed: business] [added: tenants] (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. |

| • | Exclusive of renewals at the [removed: customers'] [added: tenants'] option, our [removed: customer] [added: tenant] contracts have a weighted-average remaining life of approximately five years and represent [removed: $22] [added: $23] billion of expected future cash inflows. |

As part of our effort to provide comprehensive communications infrastructure solutions, we also offer certain [removed: network] services primarily relating to our towers and small cells, predominately consisting of (1) site development services relating to existing or new tenant equipment installations, including: site acquisition, architectural and engineering, or zoning and permitting (collectively, [removed: "site development services") and (2) tenant equipment installation or subsequent augmentations (collectively, "installation services").]

The large majority of our [removed: network] services [removed: and other] revenues relate to our Towers segment.

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 [added: existing] portfolio of communications infrastructure, (2) returning a meaningful portion of our cash provided by operating activities to our [added: common] 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 [added: existing] communications infrastructure. We seek to maximize our site rental cash flows by working with our [removed: customers] [added: tenants] to provide them quick access to our [added: existing] communications infrastructure and entering into [removed: associated] long-term contracts. Tenant additions or modifications of existing [removed: customer] [added: tenant] equipment (collectively, "tenant additions") enable our [removed: customers] [added: tenants] to expand coverage and capacity in order to meet increasing demand for 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 wireless [removed: customers'] [added: tenants'] growing network needs through our shared communications infrastructure model, which is an efficient and cost-effective way to serve our [removed: customers.] [added: tenants.] Additionally, we believe our ability to share our fiber assets across multiple [removed: customers] [added: tenants] 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 communications infrastructure based on the location of our assets and the rapid growth in demand for data. |

| • | Return cash provided by operating activities to [added: common] stockholders in the form of dividends. We believe that distributing a meaningful portion of our cash provided by operating activities appropriately provides [added: common] stockholders with increased certainty for a portion of expected long-term stockholder value while still retaining sufficient flexibility to invest in our business and deliver growth. We believe this decision reflects the translation of the high-quality, long-term contractual cash flows of our business into stable capital returns to [added: common] stockholders. |

| • | Invest capital efficiently to grow cash flows and long-term dividends per share. [removed: We] [added: In addition to adding tenants to existing communications infrastructure, we] seek to invest our available capital, including the net cash provided by our operating activities and external financing sources, in a manner that will increase long-term stockholder value on a risk-adjusted basis. [added: These investments include constructing and acquiring new communications infrastructure that we expect will generate future cash flow growth and attractive long-term returns by adding tenants to those assets over time.] Our historical investments have included the following (in no particular order): |

| ◦ | acquisitions [removed: or construction] of towers, fiber and small cells; |

| ◦ | acquisitions of land interests [added: (which primarily relate to land assets] under [removed: towers;] [added: towers);] |

| ◦ | improvements and structural enhancements to our existing communications [removed: infrastructure] [added: infrastructure;] |

We believe that such demand for our communications infrastructure will continue, will result in growth of our cash flows due to tenant additions on our existing communications infrastructure, and will create other growth opportunities for us, such as demand for [removed: new] [added: newly-constructed or acquired] communications [removed: infrastructure.][added: infrastructure, as described above.]

MD&A" and our consolidated financial statements for a discussion of certain recent developments, activities, and results, including [removed: (1)] the increase in our quarterly common stock [removed: dividend, (2)] [added: dividend and] our recent debt and equity financing [removed: activities, and (3) our 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").][added: activities.]

We may also be subject to certain federal, state, local, and foreign taxes on our income or assets, including (1) [removed: alternative minimum] taxes [removed: (repealed effective January 1, 2018), (2) taxes] on any undistributed income, [removed: (3)] [added: (2)] taxes related to our taxable REIT subsidiaries ("TRSs"), [removed: (4)] [added: (3)] franchise taxes, [removed: (5)] [added: (4)] property taxes and [removed: (6)] [added: (5)] transfer taxes.

[removed: 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 ("Code"), to maintain qualification for taxation as a REIT.

The [removed: recently-enacted] Tax [added: Cuts and Jobs Act, enacted in 2018 ("Tax] Reform [removed: Act makes] [added: Act"), made] substantial changes to the Code.

Among the many changes impacting corporations are a significant reduction in the corporate income tax rate, [added: the] repeal of the corporate alternative minimum tax for years beginning in 2018 and limitations on the deductibility of interest expense.

[removed: We do not expect the] [added: The] Tax Reform Act [removed: to materially] [added: has not had a material] impact [removed: us.][added: on the Company.]

The vast majority of our assets and revenues are in the [removed: REIT, including a substantial amount of our assets and revenues from our 2017 Acquisitions.][added: REIT.]

See [removed: notes 4 and 11] [added: note 10] to our consolidated financial statements.

To remain qualified and be taxed as a REIT, we will generally be required to annually distribute to our stockholders at least 90% of our REIT taxable income, after the utilization of our [removed: NOLs,] [added: NOLs] (determined without regard to the dividends paid deduction and excluding net capital gain) (see notes 2 and [removed: 11] [added: 10] to our consolidated financial statements).

[removed: During 2017, consumer] [added: Consumer] demand for data [removed: continued] [added: continues] to grow due to increases in data consumption and increased penetration of bandwidth-intensive devices.

As a result, consumer wireless devices are trending toward bandwidth-intensive devices, including smartphones, laptops, tablets and other emerging [removed: devices.][added: devices, and, during the next several years, U.S. wireless carriers are expected to be among the first carriers in the world to offer commercial 5th Generation ("5G") mobile cellular communications services to further support such growth.]

| • | Consumers' growing wireless 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 [removed: customer] [added: tenant] retention or satisfaction; |

| • | Prior and future potential spectrum auctioned, licensed or made available by the Federal Communications Commission ("FCC") enabling additional wireless carrier network [removed: development (such as FirstNet);] [added: development;] |

Virtually all of our operations are located in the U.S. Our operating segments [removed: consist] [added: consists] of Towers and Fiber.

MD&A—General Overview" and note [removed: 16] [added: 15] to our consolidated financial statements.

Our core business is providing access, including space or capacity, to our shared communications infrastructure in the U.S. We believe our communications infrastructure is integral to our [removed: customers'] [added: tenants'] networks and organizations.

We continue to endeavor to negotiate with our existing [removed: customer] [added: tenant] base for longer contractual terms, which often contain fixed escalation rates.

See note [removed: 15] [added: 4] to our consolidated financial statements for a tabular presentation of the minimum rental cash payments due to us by tenants pursuant to lease agreements without consideration of tenant renewal options.

As of December 31, [removed: 2017,] [added: 2018,] the average number of tenants (calculated as a unique license together with any related amendments thereto) per tower is approximately 2.2.

| • | Site rental revenues represented 87% of our 2018 consolidated net revenues, of which approximately 66% and 34% were from our Towers segment and our Fiber segment, respectively. |

"site development services") and (2) tenant equipment installation or subsequent augmentations (collectively, "installation services").

| ◦ | construction of towers, fiber and small cells; |

In addition, we could, in certain

The FiberNet Acquisition, Wilcon Acquisition, and Lightower Acquisition are collectively referred to herein as the "2017 Acquisitions."

Additional site rental information.

Available Information

We maintain a website at www.crowncastle.com.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K (and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act")), proxy statements and other information about us are made available, free of charge, through the investor relations section of our website at http://investor.crowncastle.com and at the SEC's website at http://sec.gov as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

In addition, our corporate governance guidelines, business practices, ethics policy and financial code of ethics and the charters of our Audit Committee, Compensation Committee and Nominating & Corporate Governance Committee are available through the investor relations section of our website at http://www.crowncastle.com/investor/corporateGovernance.aspx, and such information is also available in print to any stockholder who requests it.

We intend to post to our website any amendments to or waivers from each of the ethics policy and financial code of ethics applicable to our Chief Executive Officer, Chief Financial Officer and Controller that are required to be disclosed.

| • | 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. |

| • | Site rental revenues represented 84% of our 2017 consolidated net revenues. |

Most of these proceedings arising in the ordinary course of business involve disputes with landlords, vendors, collection matters involving bankrupt [removed: customers,] [added: tenants,] zoning or siting matters, condemnation, tax, employment, or wrongful termination matters.

For the fiscal year ended December 31, [removed: 2017][added: 2018]

[removed: ][added: ]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Website, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K [added: (§229.405 of this chapter)] is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a [removed: small] [added: smaller] reporting company or an emerging growth company.

Large accelerated filer x Accelerated filer o Non-accelerated filer o [removed: (Do not check if a smaller reporting company)] Smaller reporting company o 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: $36.5] [added: $44.6] billion as of June 30, [removed: 2017,] [added: 2018,] 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: $100.18] [added: $107.82] per share.

As of February [removed: 21, 2018,] [added: 22, 2019,] there were [removed: 406,906,992] [added: 415,568,382] 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: ("2018] [added: ("2019] 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: 2017.][added: 2018.]

| Item 1. | | [removed: [Business](#s5CC26222CE7A50799630349233B3C25B)] [added: [Business](#s52A1D32E14015C899619D819C61CB2BE)] | [removed: [1](#s5CC26222CE7A50799630349233B3C25B)] [added: [1](#s52A1D32E14015C899619D819C61CB2BE)] |

| Item 1A. | | [Risk [removed: Factors](#s70F45374A34C57358322EA651F01E8F2)] [added: Factors](#s334577BF1C075E349911C9329CC1FC9B)] | [removed: [9](#s70F45374A34C57358322EA651F01E8F2)] [added: [9](#s334577BF1C075E349911C9329CC1FC9B)] |

| Item 1B. | | [Unresolved Staff [removed: Comments](#s2B7C021267E2508CB1CF03C02EBB9B29)] [added: Comments](#s93666EE299D35D019E209ACB5425220F)] | [removed: [20](#s2B7C021267E2508CB1CF03C02EBB9B29)] [added: [20](#s93666EE299D35D019E209ACB5425220F)] |

| Item 2. | | [removed: [Properties](#sD47B794121DE558FB97730CCDCA5F282)] [added: [Properties](#sF1B928B391F15EE4B719A0E953256181)] | [removed: [20](#sD47B794121DE558FB97730CCDCA5F282)] [added: [20](#sF1B928B391F15EE4B719A0E953256181)] |

| Item 3. | | [Legal [removed: Proceedings](#sAC7700BB1CBA5722AE9B8902F12EFFFB)] [added: Proceedings](#sD09E06C1244B51668AAD5CB874E2D2E7)] | [removed: [20](#sAC7700BB1CBA5722AE9B8902F12EFFFB)] [added: [20](#sD09E06C1244B51668AAD5CB874E2D2E7)] |

| Item 4. | | [Mine Safety [removed: Disclosures](#sF18A5D307B9A5599BF17799BB33D0B37)] [added: Disclosures](#sD1B08B6606CB597B9AED37BDEE18B002)] | [removed: [20](#sF18A5D307B9A5599BF17799BB33D0B37)] [added: [20](#sD1B08B6606CB597B9AED37BDEE18B002)] |

| Item 5. | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s7CC29F55471653438663CBC3CF88F338)] [added: Securities](#s6121E62EE5B65F7DAD0F3185778DCAAF)] | [removed: [21](#s7CC29F55471653438663CBC3CF88F338)] [added: [21](#s6121E62EE5B65F7DAD0F3185778DCAAF)] |

| Item 6. | | [Selected Financial [removed: Data](#sCDE5A271633F509DB9A3DA06A6D73AC0)] [added: Data](#s73EC1A2AE75F5334954426B529CF1F73)] | [removed: [24](#sCDE5A271633F509DB9A3DA06A6D73AC0)] [added: [23](#s73EC1A2AE75F5334954426B529CF1F73)] |

| Item 7. | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s5F8754AFF98A5B69A37B4B733FA05B0B)] [added: Operations](#s072FB150A18755F2BB524D1E60071E22)] | [removed: [26](#s5F8754AFF98A5B69A37B4B733FA05B0B)] [added: [25](#s072FB150A18755F2BB524D1E60071E22)] |

| Item 7A. | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s6C9B25E26BF955D1B95238C94F19AFC5)] [added: Risk](#s7EA260E6FD7D504AB16AC7D0239D421A)] | [removed: [45](#s6C9B25E26BF955D1B95238C94F19AFC5)] [added: [42](#s7EA260E6FD7D504AB16AC7D0239D421A)] |

| Item 8. | | [Financial Statements and Supplementary [removed: Data](#sC3F938107CD85410A4A2A6AF1525A9BA)] [added: Data](#s14759659E17858689684B722592137EF)] | [removed: [48](#sC3F938107CD85410A4A2A6AF1525A9BA)] [added: [44](#s14759659E17858689684B722592137EF)] |

| Item 9. | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#sD4B7A0B0CDF954AD837EFCA44FC9D413)] [added: Disclosure](#s4B464B67FDE15F99A79BADDAEACDC254)] | [removed: [91](#sD4B7A0B0CDF954AD837EFCA44FC9D413)] [added: [82](#s4B464B67FDE15F99A79BADDAEACDC254)] |

| Item 9A. | | [Controls and [removed: Procedures](#sA90C5353F14754E48381DC89B9492A37)] [added: Procedures](#s4759D807439F50D6B3ACDD0AADB533A3)] | [removed: [91](#sA90C5353F14754E48381DC89B9492A37)] [added: [82](#s4759D807439F50D6B3ACDD0AADB533A3)] |

| Item 9B. | | [Other [removed: Information](#s7AB1E4D6A400533F9C4BE407E246A5BB)] [added: Information](#s77E8023695D0575A9B15C1FD9BB0CF40)] | [removed: [92](#s7AB1E4D6A400533F9C4BE407E246A5BB)] [added: [83](#s77E8023695D0575A9B15C1FD9BB0CF40)] |

| | | [PART [removed: III](#s4F39DDE043F85542832AFB58423D64E5)] [added: III](#s0E128B710CBB56C6ABC6F29683C40331)] | |

| Item 10. | | [Directors and Executive Officers of the [removed: Registrant](#s7F1F91D5CE6857F6AB586E135CFC6793)] [added: Registrant](#s0D7ED3CA40C05B4A801A26D7C6EF5E0D)] | [removed: [92](#s7F1F91D5CE6857F6AB586E135CFC6793)] [added: [83](#s0D7ED3CA40C05B4A801A26D7C6EF5E0D)] |

| Item 11. | | [Executive [removed: Compensation](#sC96E933713C3570791097C79CCF52206)] [added: Compensation](#s1BFDD5B542A65CD78799B975D7FEC4CC)] | [removed: [92](#sC96E933713C3570791097C79CCF52206)] [added: [83](#s1BFDD5B542A65CD78799B975D7FEC4CC)] |

| Item 12. | | [Security Ownership of Certain Beneficial Owners and [removed: Management](#s52FC04E064035D30AB3B7623FFA98A9C)] [added: Management](#sD6E248D96DC1505CBC44BD0DFE287F18)] | [removed: [92](#s52FC04E064035D30AB3B7623FFA98A9C)] [added: [83](#sD6E248D96DC1505CBC44BD0DFE287F18)] |

| Item 13. | | [Certain Relationships and Related [removed: Transactions](#sDBBDCFB73A665439904B3F6FE849C4A9)] [added: Transactions](#s301DB419B4B1586B8C53DB3897B3FCC8)] | [removed: [92](#sDBBDCFB73A665439904B3F6FE849C4A9)] [added: [83](#s301DB419B4B1586B8C53DB3897B3FCC8)] |

| Item 14. | | [Principal Accounting Fees and [removed: Services](#sEA1CE5CC979B5B0B80724BF6F1F464F0)] [added: Services](#sE126DE2D7F7F542080A433DC3D2BB423)] | [removed: [92](#sEA1CE5CC979B5B0B80724BF6F1F464F0)] [added: [83](#sE126DE2D7F7F542080A433DC3D2BB423)] |

| Item 15. | | [Exhibits, Financial Statement [removed: Schedules](#sB4A059EBFEAA5787BDA20E21922C30B5)] [added: Schedules](#sF3A8CF78F7CC5538A0A419FFC82410C0)] | [removed: [93](#sB4A059EBFEAA5787BDA20E21922C30B5)] [added: [84](#sF3A8CF78F7CC5538A0A419FFC82410C0)] |

| Item 16. | | [Form 10-K [removed: Summary](#sD4CCAD5E2223508EA19A23197B1EC9E3)] [added: Summary](#s3D78892FDD085A7797CECC1D61F81693)] | [removed: [101](#sD4CCAD5E2223508EA19A23197B1EC9E3)] [added: [92](#s3D78892FDD085A7797CECC1D61F81693)] |

In addition, words such as "estimate," "anticipate," "project," "plan," "intend," "believe," "expect," "likely," "predicted," [removed: "positioned"] [added: "positioned," "continue," "target,"] 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, [removed: customer consolidation or ownership changes,] and demand for [added: data and] our communications infrastructure (as defined below), (2) expectations regarding non-renewals of tenant contracts, (3) [added: expectations regarding our communications infrastructure and the potential benefits that may be derived therefrom, (4) the strength of the U.S. market for shared communications infrastructure, (5)] availability and adequacy of cash flows and liquidity for, or plans regarding, future discretionary investments, including capital expenditures, [removed: (4)] [added: (6)] potential benefits of our discretionary investments, including acquisitions, [removed: (5)] [added: (7) our full year 2019 outlook and the] anticipated growth in our financial results, including future [removed: revenues, Adjusted EBITDA, segment site rental gross margin, segment network services and other gross margin, segment operating profit] [added: revenues] and operating cash flows, [removed: (6)] [added: (8)] expectations regarding [added: construction of small cells and fiber, (9) expectations regarding] our capital structure and the credit markets, our availability and cost of capital, [added: our leverage ratio] and [added: interest coverage targets, and] our ability to service our debt and comply with debt covenants and the plans for and the benefits of any future refinancings, [removed: (7)] [added: (10)] 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 and the impact of the Tax Cuts and Jobs Act ("Tax Reform Act"), (8)] [added: status, (11)] the [removed: realization and] utilization of [added: our net operating loss]

[removed: our net operating loss] carryforwards ("NOLs"), [added: (12) expectations related to the impact of tenant consolidation or ownership changes, including the potential combination of T-Mobile] and [removed: (9)] [added: Sprint and (13)] our dividend policy, and the timing, amount, growth or tax characterization of any dividends.

10-K 1 cci10-k123118.htm 10-K

| | | [PART I](#s0698B520A6B15AADA927F916A80E91A5) | |

| | | [PART II](#s067061BC4B3053608957CC09DCC71F31) | |

| | | [PART IV](#s737CAB1AF5B656A78FFF076963EFE55C) | |

| [Signatures](#sB236876FCE9C586C9A20C8595EF54FFE) | | | [95](#sB236876FCE9C586C9A20C8595EF54FFE) |

All future dividends are subject to declaration by our board of directors.

We have changed our presentation from thousands to millions and, as a result, any necessary rounding adjustments have been made to prior year disclosed amounts.

10-K 1 cci10-k123117.htm 10-K

| | | [PART I](#s31F3C56D71C755768AA2A42ABED633E5) | |

| | | [PART II](#s1094B85774D4501C92958E01BC608145) | |

| | | [PART IV](#s956428AD9AD85C1394F2A9BD80D7AD98) | |

| [Signatures](#s4D7334023BD65ABCB1E226CC66C49992) | | | [104](#s4D7334023BD65ABCB1E226CC66C49992) |

Our [removed: customers'] [added: tenants'] wireless equipment may be placed on towers, building rooftops and other structures.

Additionally, we own or lease approximately [removed: 60,000] [added: 65,000] route miles of fiber primarily supporting our small cells and fiber solutions.

[removed: See] [added: -] "Item 1.

[added: | • | "Item 7.] MD&A—Liquidity and Capital Resources—Contractual Cash Obligations" for a tabular presentation of the remaining contractual obligations related to our business as of December 31, [removed: 2017.][added: 2018, including our lease and access agreement obligations. |]

See the following for further information regarding our communications infrastructure:

Business—Overview" for information regarding our tower and fiber portfolios

| | |

| --- | --- |

| | |

| --- | --- |

| • | "Schedule III - Schedule of Real Estate and Accumulated Depreciation" for further information on our productive properties. |

Business—Overview" for (1) information regarding our 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 BTAs and tenants per tower and (2) information regarding our fiber portfolio including a discussion of the location of our fiber.

See "Item 7.

As of February [removed: 21, 2018,] [added: 22, 2019,] there were approximately 180 holders of record of our common stock.

See also "Item [removed: 7.][added: 1.]

MD&A—General Overview—Common Stock Dividend," "Item [removed: 1.][added: 7.]

[removed: Risk Factors"] [added: MD&A—Liquidity] and [added: Capital Resources—Financing Activities—Common Stock" and] notes [removed: 11] [added: 10] and [removed: 12] [added: 11] to our consolidated financial statements.

The following table summarizes information with respect to purchase of our equity securities during the fourth quarter of [removed: 2017:][added: 2018:]

The following performance graph is a comparison of the five year cumulative 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: 2012] [added: 2013] and ending December 31, [removed: 2017.][added: 2018.]

[removed: ][added: ]

| Company/Index/Market | | [removed: 2012 | | | |] 2013 | | | | 2014 | | | | 2015 | | | | 2016 | | | | 2017 | | | [added: | 2018 | | |]

| FTSE NAREIT All Equity REITs Index | | 100.00 | | | | [removed: 102.85] [added: 128.03] | | | | [removed: 131.68] [added: 132.79] | | | | [removed: 136.58] [added: 142.86] | | | | [removed: 146.94] [added: 155.25] | | | | [removed: 159.69] [added: 148.98] | | |

Market Information and Holders

Our common stock is listed and traded on the New York Stock Exchange ("NYSE") under the symbol "CCI."

Risk Factors," "Item 7.

| October 1 - October 31, 2018 | | — | | | $ | — | | | — | | | — | |

| November 1 - November 30, 2018 | | 3 | | | 111.37 | | | | — | | | — | |

| December 1 - December 31, 2018 | | — | | | — | | | | — | | | — | |

| Total | | 3 | | | $ | 111.37 | | | — | | | — | |

| Crown Castle International Corp. | | $ | 100.00 | | | $ | 109.85 | | | $ | 125.60 | | | $ | 131.27 | | | $ | 174.49 | | | $ | 177.52 | |

| S&P 500 Market Index | | 100.00 | | | | 113.69 | | | | 115.26 | | | | 129.05 | | | | 157.22 | | | | 150.33 | | |

| DJ US Telecommunications Equipment Index | | 100.00 | | | | 115.21 | | | | 102.76 | | | | 122.43 | | | | 150.65 | | | | 163.51 | | |

| | |

| --- | --- |

Price Range of Common Stock

Our common stock is listed and traded on the NYSE under the symbol "CCI." The following table sets forth for the calendar periods indicated the high and low sales prices per share of our common stock as reported by the NYSE.

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| | High (a) | | | | Low (a) | | |

| 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 | | |

| 2016: | | | | | | | |

| First Quarter | $ | 88.46 | | | $ | 75.71 | |

| Second Quarter | 101.44 | | | | 85.59 | | |

| Third Quarter | 102.82 | | | | 89.82 | | |

| Fourth Quarter | 95.84 | | | | 79.38 | | |

| (a) | Prices per share reflect the high and low sale prices per share, unadjusted for common stock dividends declared and paid. See notes 12 and 19 to our consolidated financial statements. |

In aggregate, we paid approximately $1.2 billion in common stock dividends in 2016.

During each of the first three quarters of 2016, we paid a quarterly common stock dividend of $0.885 per share, totaling approximately $896.6 million.

In October 2016, we increased our quarterly dividend, beginning in the fourth quarter of 2016, from a quarterly amount of $0.885 per share to a quarterly amount of $0.95 per share.

As such, we declared a quarterly dividend of $0.95 per share, or an annualized amount of $3.80 per share, in October 2016, which represented an increase of 7% from the quarterly dividend declared during each of the first three quarters of 2016.

In aggregate, we paid approximately $1.5 billion in common stock dividends in 2017.

During each of the first three quarters of 2017, we paid a quarterly common stock dividend of $0.95 per share, totaling approximately $1.1 billion.

In October 2017, we increased our quarterly dividend, beginning in the fourth quarter of 2017, from a quarterly amount of $0.95 per share to a quarterly amount of $1.05 per share.

As such, we declared a quarterly dividend of $1.05 per share, or an annualized amount of $4.20 per share, in October 2017, which represented an increase of 11% from the quarterly dividend declared during each of the first three quarters of 2017.

We currently expect such dividends to result in aggregate cash payments of at least $1.7 billion during the next 12 months.

See "Item 7.

MD&A—Liquidity and Capital Resources—Financing Activities—Common Stock" and "Item 1A.

Risk Factors."

| 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 | | |

Our formerly 77.6% owned subsidiary that operated towers in Australia ("CCAL") [added: was sold in 2015 and] is presented on a discontinued operations basis for all periods presented.

| | [removed: 2017] [added: 2018] | | | (a) | [removed: 2016] [added: 2017] | | | (a) | [removed: 2015] [added: 2016] | | | (a) | [removed: 2014] [added: 2015] | | | (a) | [removed: 2013] [added: 2014] | | | (a) |

| | (In [removed: thousands] [added: millions] of dollars, except per share amounts) | | | | | | | | | | | | | | | | | | | |

| [removed: General] [added: Selling, general] and administrative | [removed: 426,698] [added: 563] | | | | [removed: 371,031] [added: 426] | | | | [removed: 310,921] [added: 371] | | | | [removed: 257,296] [added: 310] | | | | [removed: 213,519] [added: 257] | | | |

| Asset write-down charges | [removed: 17,322] [added: 26] | | | | [removed: 34,453] [added: 17] | | | | [removed: 33,468] [added: 34] | | | | [removed: 14,246] [added: 33] | | | | [removed: 13,595] [added: 14] | | | |

| Acquisition and integration costs | [removed: 61,431] [added: 27] | | | | [removed: 17,453] [added: 61] | | | | [removed: 15,678] [added: 17] | | | | [removed: 34,145] [added: 16] | | | | [removed: 25,574] [added: 34] | | | |

| Interest expense and amortization of deferred financing costs | [removed: (590,682] [added: (642] | | ) | | [removed: (515,032] [added: (591] | | ) | | [removed: (527,128] [added: (515] | | ) | | [removed: (573,291] [added: (527] | | ) | | [removed: (589,630] [added: (573] | | ) | |

| Gains (losses) on retirement of long-term obligations | [removed: (3,525] [added: (106] | | ) | | [removed: (52,291] [added: (4] | | ) | | [removed: (4,157] [added: (52] | | ) | | [removed: (44,629] [added: (4] | | ) | | [removed: (37,127] [added: (45] | | ) | |

| Benefit (provision) for income taxes(c) | [removed: (26,043] [added: (19] | | ) | | [removed: (16,881] [added: (26] | | ) | | [removed: 51,457] [added: (17] | | [added: )] | | [removed: 11,244] [added: 51] | | | | [removed: (191,000] [added: 11] | | [removed: )] | |

| Income (loss) from discontinued operations, net of tax | — | | | | — | | | | [removed: 19,690] [added: —] | | | | [removed: 52,460] [added: 20] | | | | [removed: 33,900] [added: 52] | | | |

| Net gain (loss) from disposal of discontinued operations, net of tax | — | | | | — | | | | [removed: 979,359] [added: —] | | | | [removed: —] [added: 979] | | | | — | | | |

| Income (loss) from discontinued operations, net of tax | — | | | | — | | | | [removed: 999,049] [added: —] | | | | [removed: 52,460] [added: 999] | | | | [removed: 33,900] [added: 52] | | | |

| Less: Net income (loss) attributable to the noncontrolling interest | — | | | | — | | | | [removed: 3,343] [added: —] | | | | [removed: 8,261] [added: 3] | | | | [removed: 3,790] [added: 8] | | | |

| Dividends on preferred stock and losses on purchases of preferred stock | [removed: (58,294] [added: (113] | | ) | | [removed: (32,991] [added: (58] | | ) | | [removed: (43,988] [added: (33] | | ) | | [removed: (43,988] [added: (44] | | ) | | [removed: (11,363] [added: (44] | | ) | |

| Net income (loss) attributable to CCIC common stockholders | $ | [removed: 386,256] [added: 558] | | | $ | [removed: 323,982] [added: 387] | | | $ | [removed: 1,477,004] [added: 324] | | | $ | [removed: 346,525] [added: 1,477] | | | $ | [removed: 78,748] [added: 347] | | |

| Income (loss) from continuing operations attributable to CCIC common stockholders, per common share - basic(d) | $ | [removed: 1.01] [added: 1.35] | | | $ | [removed: 0.95] [added: 1.01] | | | $ | [removed: 1.45] [added: 0.95] | | | $ | [removed: 0.91] [added: 1.45] | | | $ | [removed: 0.16] [added: 0.91] | | |

| Income (loss) from continuing operations attributable to CCIC common stockholders, per common share - diluted(d) | $ | [removed: 1.01] [added: 1.34] | | | $ | [removed: 0.95] [added: 1.01] | | | $ | [removed: 1.44] [added: 0.95] | | | $ | [removed: 0.91] [added: 1.44] | | | $ | [removed: 0.16] [added: 0.91] | | |

| Weighted-average common shares outstanding (in [removed: thousands):] [added: millions):] | | | | | | | | | | | | | | | | | | | | |

| Dividends/distributions declared per share of common stock | $ | [removed: 3.90] [added: 4.28] | | | $ | [removed: 3.61] [added: 3.90] | | | $ | [removed: 3.35] [added: 3.61] | | | $ | [removed: 1.87] [added: 3.35] | | | $ | [removed: —] [added: 1.87] | | |

| Total debt and other long-term obligations | [removed: 16,159,620] [added: 16,682] | | | | [removed: 12,171,142] [added: 16,159] | | | | [removed: 12,149,959] [added: 12,171] | | | | [removed: 11,804,412] [added: 12,150] | | | | [removed: 11,465,620] [added: 11,804] | | | |

| Total CCIC stockholders' [removed: equity(e)(g)] [added: equity(f)] | [removed: 12,339,082] [added: 12,034] | | | | [removed: 7,557,115] [added: 12,339] | | | | [removed: 7,089,221] [added: 7,557] | | | | [removed: 6,716,225] [added: 7,089] | | | | [removed: 6,926,717] [added: 6,716] | | | |

| (a) | Inclusive of the impact of acquisitions. See note [removed: 4] [added: 3] to our consolidated financial statements for a discussion of our acquisitions during [removed: 2015,] 2016 and 2017. In [added: 2015, we acquired rights to approximately 10,000 miles of fiber route miles through the Sunesys Acquisition. In] addition, during 2014, we acquired several portfolios of land interests under [removed: towers and during 2013, we acquired rights to approximately 9,100 towers through the AT&T Acquisition.] [added: towers.] |

| (c) | See note [removed: 11] [added: 10] to our consolidated financial statements regarding our income taxes, including our REIT status. |

| (d) | Basic net income (loss) attributable to CCIC common stockholders, per common share, excludes dilution and is computed by dividing net income (loss) attributable to CCIC common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) attributable to CCIC common stockholders, per common share is computed by dividing net income (loss) attributable to CCIC common stockholders by the weighted-average number of common shares outstanding during the period, plus any potential dilutive common share equivalents, including shares issuable (1) upon the vesting of restricted stock awards and restricted stock units as determined under the treasury stock method and (2) upon conversion of convertible preferred stock securities [removed: (including] [added: (including, as applicable,] the currently outstanding 6.875% Convertible Preferred Stock, which was issued in 2017, and the formerly outstanding 4.50% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share ("4.50% Convertible Preferred Stock") which was issued in 2013 and converted to common stock in 2016), as determined under the if-converted method. See note 2 to our consolidated financial statements. |

| [removed: (e)] [added: (f)] | [removed: During 2017, we issued shares of our common stock in connection with (1) our May 2017 issuance of 4.75 million shares of common stock, which generated net proceeds of $442 million ("May 2017 Common Stock Offering")] [added: See note 11] to [removed: partially fund the Wilcon Acquisition in June 2017, (2)] our [removed: July 2017 issuance of 40.15 million shares] [added: consolidated financial statements for a discussion] of [removed: common stock, which generated approximately $3.8 billion ("July 2017 Common Stock Offering") to partially fund the Lightower Acquisition in November 2017 and (3)] our [removed: ATM Program.] [added: equity offerings during 2018 and 2017.] During 2016, we issued shares of our common stock in connection with (1) our [added: 2015] ATM [removed: Program,] [added: Program (as defined below),] the proceeds of which we utilized to partially fund our acquisition of Tower Development Corporation ("TDC Acquisition") in April 2016, (2) the conversion of our then outstanding 4.50% Convertible Preferred Stock to common stock and (3) our November 2016 issuance of 11.4 million shares of common stock, which generated net proceeds of $1.0 billion ("November 2016 Common Stock Offering") to partially fund the FiberNet Acquisition. [removed: See note 12 to our consolidated financial statements. In October 2013, we issued 41.4 million shares of common stock, which generated net proceeds of $3.0 billion to partially fund the AT&T Acquisition.] |

| Site rental | $ | 4,716 | | | $ | 3,669 | | | $ | 3,233 | | | $ | 3,018 | | | $ | 2,867 | | |

| Services and other | 707 | | | | 687 | | | | 688 | | | | 645 | | | | 672 | | | |

| Net revenues | 5,423 | | | | 4,356 | | | | 3,921 | | | | 3,663 | | | | 3,539 | | | |

| Site rental | 1,410 | | | | 1,144 | | | | 1,024 | | | | 964 | | | | 906 | | | |

| Services and other | 437 | | | | 420 | | | | 417 | | | | 358 | | | | 400 | | | |

| Total costs of operations | 1,847 | | | | 1,564 | | | | 1,441 | | | | 1,322 | | | | 1,306 | | | |

| Depreciation, amortization and accretion | 1,528 | | | | 1,242 | | | | 1,109 | | | | 1,036 | | | | 986 | | | |

| Operating income (loss) | 1,432 | | | | 1,046 | | | | 949 | | | | 946 | | | | 942 | | | |

| Interest income | 5 | | | | 19 | | | | 1 | | | | 2 | | | | — | | | |

| Other income (expense) | 1 | | | | 1 | | | | (9 | | ) | | 57 | | | | 12 | | | |

| Income (loss) from continuing operations before income taxes | 690 | | | | 471 | | | | 374 | | | | 474 | | | | 336 | | | |

| Income (loss) from continuing operations | 671 | | | | 445 | | | | 357 | | | | 525 | | | | 347 | | | |

| Net income (loss) | 671 | | | | 445 | | | | 357 | | | | 1,524 | | | | 399 | | | |

| Net income (loss) attributable to CCIC stockholders | 671 | | | | 445 | | | | 357 | | | | 1,521 | | | | 391 | | | |

| Basic(d)(f) | 413 | | | | 382 | | | | 340 | | | | 333 | | | | 332 | | | |

| Diluted(d)(f) | 415 | | | | 383 | | | | 341 | | | | 334 | | | | 333 | | | |

| | 2018 | | | (a)(e) | 2017 | | | (a) (e) | 2016 | | | (a) (e) | 2015 | | | (a) (e) | 2014 | | | (a) (e) |

| | (In millions of dollars, except per share amounts) | | | | | | | | | | | | | | | | | | | |

| Net cash provided by (used for) operating activities | $ | 2,502 | | | $ | 2,043 | | | $ | 1,787 | | | $ | 1,790 | | | $ | 1,594 | | |

| Net cash provided by (used for) investing activities | (1,795 | | ) | | (10,493 | | ) | | (1,429 | | ) | | (1,956 | | ) | | (1,217 | | ) | |

| Net cash provided by (used for) financing activities | (733 | | ) | | 8,192 | | | | (89 | | ) | | (952 | | ) | | (493 | | ) | |

| Cash and cash equivalents | $ | 277 | | | $ | 314 | | | $ | 568 | | | $ | 179 | | | $ | 151 | | |

| Property and equipment, net | 13,676 | | | | 12,933 | | | | 9,805 | | | | 9,580 | | | | 8,983 | | | |

| Total assets | 32,785 | | | | 32,229 | | | | 22,675 | | | | 21,937 | | | | 21,027 | | | |

| (e) | Amounts reflect the impact of all applicable adopted accounting pronouncements during the periods presented. See note 2 to our consolidated financial statements. |

See note 3 to our consolidated financial statements for further discussion of our sale of CCAL in May 2015.

| Site rental | $ | 3,669,191 | | | $ | 3,233,307 | | | $ | 3,018,413 | | | $ | 2,866,613 | | | $ | 2,371,380 | | |

| Network services and other | 686,414 | | | | 687,918 | | | | 645,438 | | | | 672,143 | | | | 494,371 | | | |

| Net revenues | 4,355,605 | | | | 3,921,225 | | | | 3,663,851 | | | | 3,538,756 | | | | 2,865,751 | | | |

| Site rental | 1,143,914 | | | | 1,023,350 | | | | 963,869 | | | | 906,152 | | | | 686,873 | | | |

| Network services and other | 419,787 | | | | 417,171 | | | | 357,557 | | | | 400,454 | | | | 304,144 | | | |

| Total costs of operations | 1,563,701 | | | | 1,440,521 | | | | 1,321,426 | | | | 1,306,606 | | | | 991,017 | | | |

| Depreciation, amortization and accretion | 1,242,408 | | | | 1,108,551 | | | | 1,036,178 | | | | 985,781 | | | | 741,342 | | | |

| Operating income (loss) | 1,044,045 | | | | 949,216 | | | | 946,180 | | | | 940,682 | | | | 880,704 | | | |

| Interest income | 18,761 | | | | 796 | | | | 1,906 | | | | 315 | | | | 956 | | | |

| Other income (expense) | 1,994 | | | | (8,835 | | ) | | 57,028 | | | | 11,993 | | | | (3,902 | | ) | |

| Income (loss) from continuing operations before income taxes | 470,593 | | | | 373,854 | | | | 473,829 | | | | 335,070 | | | | 251,001 | | | |

| Income (loss) from continuing operations | 444,550 | | | | 356,973 | | | | 525,286 | | | | 346,314 | | | | 60,001 | | | |

| Net income (loss) | 444,550 | | | | 356,973 | | | | 1,524,335 | | | | 398,774 | | | | 93,901 | | | |

| Net income (loss) attributable to CCIC stockholders | 444,550 | | | | 356,973 | | | | 1,520,992 | | | | 390,513 | | | | 90,111 | | | |

| Basic(d)(e) | 381,740 | | | | 340,349 | | | | 333,002 | | | | 332,302 | | | | 298,083 | | | |

| Diluted(d)(e) | 383,221 | | | | 340,879 | | | | 334,062 | | | | 333,265 | | | | 299,293 | | | |

| Net cash provided by (used for) operating activities | $ | 2,044,186 | | | $ | 1,782,264 | | | $ | 1,794,025 | | | $ | 1,600,197 | | | $ | 1,171,059 | | |

| Net cash provided by (used for) investing activities | (10,494,021 | | ) | | (1,410,232 | | ) | | (1,959,734 | | ) | | (1,216,709 | | ) | | (5,459,285 | | ) | |

| Net cash provided by (used for) financing activities | 8,195,152 | | | | (96,292 | | ) | | (935,476 | | ) | | (462,987 | | ) | | 4,063,133 | | | |

| Ratio of earnings to fixed charges(f) | 1.5 | | | | 1.5 | | | | 1.6 | | | | 1.4 | | | | 1.3 | | | |

| 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 | | | |

| Cash and cash equivalents | $ | 314,094 | | | $ | 567,599 | | | $ | 178,810 | | | $ | 151,312 | | | $ | 200,526 | | |

| Property and equipment, net | 12,932,885 | | | | 9,805,315 | | | | 9,580,057 | | | | 8,982,783 | | | | 8,764,031 | | | |

| Total assets | 32,229,570 | | | | 22,675,092 | | | | 21,936,966 | | | | 21,026,827 | | | | 20,466,028 | | | |

| | |

| --- | --- |

| (f) | For purposes of computing the ratio of earnings to fixed charges, earnings represent income (loss) before income taxes and fixed charges less interest capitalized. Fixed charges consist of interest expense, amortized premiums, discounts and capitalized expenses related to indebtedness, interest capitalized and the interest component of operating lease expense. |

| (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. |

| Report of Independent Registered Public Accounting Firm | [removed: [49](#s46B23F6FDCA852C792F6700173607B98)] [added: [45](#s249425E0EC055C22BA58A03FFA336AF3)] |

| [Consolidated Balance Sheet as of December 31, [removed: 201](#sBDDB27CB9821516181F452C7C52810F8)7] [added: 201](#sC084C70946F95FC9879441ACA4D2285E)8] and [removed: 2016] [added: 2017] | [removed: [51](#sBDDB27CB9821516181F452C7C52810F8)] [added: [47](#sC084C70946F95FC9879441ACA4D2285E)] |

| [Consolidated Statement of Operations and Comprehensive Income (Loss) for each of the three years in the period ended December 31, [removed: 201](#sD34F0909F9DB5322A958DAF5BB348A74)7] [added: 201](#sF581AD96B88A568B87B932D25200ADC1)8] | [removed: [52](#sD34F0909F9DB5322A958DAF5BB348A74)] [added: [48](#sF581AD96B88A568B87B932D25200ADC1)] |

| [Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, [removed: 201](#sDB72235BE68B577FB39AF6523FE85E75)7] [added: 201](#sE7C4D59E7D655CE1A732B01A84240E5A)8] | [removed: [53](#sDB72235BE68B577FB39AF6523FE85E75)] [added: [49](#sE7C4D59E7D655CE1A732B01A84240E5A)] |

| Consolidated Statement of Equity for each of the three years in the period ended December 31, [removed: 2017] [added: 2018] | [removed: [54](#s13936A4A70BF5AA0A6531ABB0A2105D3)] [added: [50](#sD611464BDD985ACCAC1EA1CE9D186E17)] |

| [Notes to Consolidated Financial [removed: Statements](#s65310157830D5D37B0F0E814977A5A34)] [added: Statements](#sDCF6EF44D6885EA980CEDE84421C4E27)] | [removed: [57](#s65310157830D5D37B0F0E814977A5A34)] [added: [53](#sDCF6EF44D6885EA980CEDE84421C4E27)] |

| Schedule II - Valuation and Qualifying Accounts for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] | [removed: [102](#s960D3714141E5C768ADCB06A7E4AC084)] [added: [93](#s20245695C60351C5AE21ABCA3CED1A4D)] |

| Schedule III - Schedule of Real Estate and Accumulated Depreciation for the years ended December 31, [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] | [removed: [103](#s68333DE45C705FEF87F6645A74F1268C)] [added: [94](#s1F4F08238DD7550287938871394D4C2C)] |

We have audited the accompanying consolidated balance sheets of Crown Castle International Corp. and its subsidiaries [added: (the “Company”)] as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] 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, [removed: 2017,] [added: 2018,] including the related notes and financial statement schedules listed in the accompanying index (collectively referred to as the [removed: "consolidated] [added: “consolidated] financial [removed: statements").][added: statements”).]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the results of [removed: their] [added: its] operations and [removed: their] [added: its] cash flows for each of the three years in the period ended December 31, [removed: 2017] [added: 2018] 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: 2017,] [added: 2018,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) [removed: ("PCAOB")] [added: (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.

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 [added: accounting principles.]

(In [removed: thousands] [added: millions] of dollars, except [added: per] share amounts)

| | [added: 2018 | | | |] 2017 | | | | 2016 | | |

| Cash and cash equivalents | $ | [removed: 314,094] [added: 277] | | | $ | [removed: 567,599] [added: 314] | |

| Restricted cash | [removed: 121,065] [added: 131] | | | | [removed: 124,547] [added: 121] | | |

| Prepaid expenses | [removed: 162,366] [added: 172] | | | | [removed: 128,721] [added: 162] | | |

| Deferred site rental receivables | [removed: 1,300,338] [added: 1,366] | | | | [removed: 1,317,658] [added: 1,300] | | |

| Property and equipment, net | [removed: 12,932,885] [added: 13,676] | | | | [removed: 9,805,315] [added: 12,933] | | |

| Site rental contracts and [removed: customer] [added: tenant] relationships, net | [removed: 5,626,435] [added: 5,209] | | | | [removed: 3,298,778] [added: 5,626] | | |

| Other intangible assets, [removed: net | 335,324 | | |] [added: net(b)] | [removed: 351,294] [added: 327] | | |

| Long-term prepaid rent and other assets, net | [removed: 879,340] [added: 920] | | | | [removed: 819,610] [added: 879] | | |

| Total assets | $ | [removed: 32,229,570] [added: 32,785] | | | $ | [removed: 22,675,092] [added: 32,229] | |

| Deferred revenues | [removed: 457,116] [added: 498] | | | | [removed: 353,005] [added: 457] | | |

| Other accrued liabilities | [removed: 339,108] [added: 351] | | | | [removed: 221,066] [added: 339] | | |

| Current maturities of debt and other obligations | [removed: 115,251] [added: 107] | | | | [removed: 101,749] [added: 115] | | |

| Total current liabilities | [removed: 1,292,082] [added: 1,417] | | | | [removed: 961,355] [added: 1,292] | | |

| Debt and other long-term obligations | [removed: 16,044,369] [added: 16,575] | | | | [removed: 12,069,393] [added: 16,044] | | |

| Other long-term liabilities | [removed: 2,554,037] [added: 2,759] | | | | [removed: 2,087,229] [added: 2,554] | | |

| Total liabilities | [removed: 19,890,488] [added: 20,751] | | | | [removed: 15,117,977] [added: 19,890] | | |

| Commitments and contingencies (see note [removed: 14)] [added: 13)] | | | | | | | |

| Common stock, $0.01 par value; [removed: 600,000,000] [added: 600] shares authorized; shares issued and outstanding: December 31, [removed: 2017—406,280,673] [added: 2018—415] and December 31, [removed: 2016—360,536,659] [added: 2017—406] | [removed: 4,063] [added: 4] | | | | [removed: 3,605] [added: 4] | | |

| 6.875% Mandatory Convertible Preferred Stock, Series A, $0.01 par value; [removed: 20,000,000] [added: 20] shares authorized; shares issued and outstanding: December 31, [removed: 2017—1,649,998] [added: 2018—2] and December 31, [removed: 2016—0;] [added: 2017—2;] aggregate liquidation value: December 31, [removed: 2017—$1,649,998] [added: 2018—$1,650] and December 31, [removed: 2016—$0] [added: 2017—$1,650] | [removed: 17] [added: —] | | | | — | | |

| Accumulated other comprehensive income (loss) | [removed: (3,989] [added: (5] | | ) | | [removed: (5,888] [added: (4] | | ) |

| Dividends/distributions in excess of earnings | [removed: (4,504,616] [added: (5,732] | | ) | | [removed: (3,378,838] [added: (4,505] | | ) |

| Total equity | [removed: 12,339,082] [added: 12,034] | | | | [removed: 7,557,115] [added: 12,339] | | |

| Total liabilities and equity | $ | [removed: 32,229,570] [added: 32,785] | | | $ | [removed: 22,675,092] [added: 32,229] | |

[removed: (In thousands of dollars,] [added: (Tabular dollars in millions,] except per share amounts)

February 25, 2019

(In millions of dollars, except par values)

| | 2018 | | | | 2017 | | |

| Receivables, net of allowance of $14 and $14, respectively | 501 | | | | 398 | | |

| Other current assets | 148 | | | | 139 | | |

| Total current assets | 1,229 | | | | 1,134 | | |

| Goodwill | 10,078 | | | | 10,021 | | |

| Accounts payable | $ | 313 | | | $ | 249 | |

| Accrued interest | 148 | | | | 132 | | |

| Additional paid-in capital | 17,767 | | | | 16,844 | | |

| Services and other | 707 | | | | 687 | | | | 688 | | |

| Net revenues | 5,423 | | | | 4,356 | | | | 3,921 | | |

| Site rental | 1,410 | | | | 1,144 | | | | 1,024 | | |

| Services and other | 437 | | | | 420 | | | | 417 | | |

| Total operating expenses | 3,991 | | | | 3,310 | | | | 2,972 | | |

| Operating income (loss) | 1,432 | | | | 1,046 | | | | 949 | | |

| Income (loss) before income taxes | 690 | | | | 471 | | | | 374 | | |

| Net income (loss) | 671 | | | | 445 | | | | 357 | | |

| Net income (loss) | $ | 671 | | | $ | 445 | | | $ | 357 | |

| Basic | 413 | | | | 382 | | | | 340 | | |

| Diluted | 415 | | | | 383 | | | | 341 | | |

(In millions of dollars)

| Net income (loss) | $ | 671 | | | $ | 445 | | | $ | 357 | | |

| Capital expenditures | (1,741 | | ) | | (1,228 | | ) | | (874 | | ) | |

| Net proceeds from issuance of common stock | 841 | | | | 4,221 | | | | 1,326 | | | |

| Net proceeds from issuance of preferred stock | — | | | | 1,608 | | | | — | | | |

| Cash, cash equivalents, and restricted cash at beginning of period(a) | 440 | | | | 697 | | | | 315 | | | |

| Cash, cash equivalents, and restricted cash at end of period(a) | $ | 413 | | | $ | 440 | | | $ | 697 | | |

| (a) | See "Recently Adopted Accounting Pronouncements" in note 2 to the financial statements for a discussion of recently adopted restricted cash guidance, which impacted certain presentations on the consolidated statement of cash flows. |

| (b) | In January 2016, the Company received a note receivable payment and settled a corresponding foreign currency swap related to its 2015 sale of CCAL. |

(Amounts in millions)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | Shares | | | ($0.01 Par) | | | | Shares | | | ($0.01 Par) | | | Shares | | | | ($0.01 Par) | | | | Additional Paid-In Capital | | | | Accumulated Other Comprehensive Income (Loss) ("AOCI") | | | | Dividends/Distributions in Excess of Earnings | | | | Total | | |

| Balance, December 31, 2015 | 334 | | | $ | 4 | | | — | | | — | | | 10 | | — | | $ | — | | | $ | 9,549 | | | $ | (4 | ) | | $ | (2,458 | ) | | $ | 7,091 | |

| Balance, December 31, 2016 | 361 | | | $ | 4 | | | — | | | — | | | — | | | | $ | — | | | $ | 10,938 | | | $ | (6 | ) | | $ | (3,379 | ) | | $ | 7,557 | |

(Amounts in millions)

| Balance, December 31, 2016 | 361 | | | $ | 4 | | | — | | | — | | | — | | | $ | — | | | $ | 10,938 | | | $ | (6 | ) | | $ | (3,379 | ) | | $ | 7,557 | |

| Net proceeds from issuance of preferred stock | — | | | — | | | | 2 | | | — | | | — | | | — | | | | 1,608 | | | | — | | | | — | | | | 1,608 | | |

| | |

| --- | --- |

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.

accounting principles.

February 26, 2018

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Receivables, net of allowance of $13,746 and $11,314, respectively | 397,585 | | | | 373,532 | | |

| Other current assets | 138,670 | | | | 130,362 | | |

| Total current assets | 1,133,780 | | | | 1,324,761 | | |

| Goodwill | 10,021,468 | | | | 5,757,676 | | |

| Accounts payable | $ | 248,817 | | | $ | 188,516 | |

| Accrued interest | 131,790 | | | | 97,019 | | |

| Additional paid-in capital | 16,843,607 | | | | 10,938,236 | | |

| Network services and other | 686,414 | | | | 687,918 | | | | 645,438 | | |

| Net revenues | 4,355,605 | | | | 3,921,225 | | | | 3,663,851 | | |

| Site rental | 1,143,914 | | | | 1,023,350 | | | | 963,869 | | |

| Network services and other | 419,787 | | | | 417,171 | | | | 357,557 | | |

| Total operating expenses | 3,311,560 | | | | 2,972,009 | | | | 2,717,671 | | |

| Operating income (loss) | 1,044,045 | | | | 949,216 | | | | 946,180 | | |

| Income (loss) from continuing operations before income taxes | 470,593 | | | | 373,854 | | | | 473,829 | | |

| Income (loss) from continuing operations | 444,550 | | | | 356,973 | | | | 525,286 | | |

| Income (loss) from discontinued operations, net of tax | — | | | | — | | | | 19,690 | | |

| Net gain (loss) from disposal of discontinued operations, net of tax | — | | | | — | | | | 979,359 | | |

| Income (loss) from discontinued operations, net of tax | — | | | | — | | | | 999,049 | | |

| Net income (loss) | 444,550 | | | | 356,973 | | | | 1,524,335 | | |

| Less: Net income (loss) attributable to the noncontrolling interest | — | | | | — | | | | 3,343 | | |

| Net income (loss) | $ | 444,550 | | | $ | 356,973 | | | $ | 1,524,335 | |

| Interest rate swaps reclassified into results of operations, net of taxes | — | | | | — | | | | 18,725 | | |

| Amounts reclassified into discontinued operations for foreign currency translation adjustments (see note 3) | — | | | | — | | | | (25,678 | | ) |

| Income (loss) from continuing operations, basic | $ | 1.01 | | | $ | 0.95 | | | $ | 1.45 | |

| Income (loss) from discontinued operations, basic | $ | — | | | $ | — | | | $ | 2.99 | |

| Income (loss) from continuing operations, diluted | $ | 1.01 | | | $ | 0.95 | | | $ | 1.44 | |

| Income (loss) from discontinued operations, diluted | $ | — | | | $ | — | | | $ | 2.98 | |

| Basic | 381,740 | | | | 340,349 | | | | 333,002 | | |

| Diluted | 383,221 | | | | 340,879 | | | | 334,062 | | |

(In thousands of dollars)

| Net income (loss) from continuing operations | $ | 444,550 | | | $ | 356,973 | | | $ | 525,286 | | |

In connection with the preparation of this Annual Report on Form 10-K, as of December 31, [removed: 2017,] [added: 2018,] 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: 2017,] [added: 2018,] 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: 2017.][added: 2018.]

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: 2017] [added: 2018] 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: 2017] [added: 2018] 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.

On February 21, 2019, the Company’s board of directors adopted amended and restated by-laws for the Company, which amend the proxy access provision in Article II, Section 2.10 to provide that any group of two or more funds that are (i) under common management or investment control, (ii) under common management and funded primarily by the same employer or (iii) a “group of investment companies,” as defined in the Investment Company Act of 1940, will be treated as one stockholder for purposes of complying with the 20-stockholder limit on the number of stockholders who may aggregate their stock ownership to satisfy the 3% ownership requirement to include director nominees in the Company’s proxy materials for annual meetings of its stockholders.

The by-laws also include related clarifications.

The foregoing summary of the by-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the by-laws, which are filed herewith as Exhibit 3.3 and incorporated herein by reference.

None.

The information required to be furnished pursuant to this item will be set forth in the [removed: 2018] [added: 2019] Proxy Statement and is incorporated herein by reference.

The information required to be furnished pursuant to this item will be set forth in the [removed: 2018] [added: 2019] Proxy Statement and is incorporated herein by reference.

The information required to be furnished pursuant to this item will be set forth in the [removed: 2018] [added: 2019] 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: 2017:][added: 2018:]

| Equity compensation plans approved by security holders | — | | | $ | — | | | [removed: 11,222,154] [added: 10,239,481] | | (b) |

| (a) | See note [removed: 13] [added: 12] to the consolidated financial statements for more detailed information regarding the registrant's equity compensation plan. |

| (b) | Of these shares remaining available for future issuance, [removed: 3.0] [added: 3] million may be issued pursuant to outstanding RSUs granted under the LTI Plan. |

| Total | — | | | $ | — | | | 10,239,481 | | |

| Total | — | | | $ | — | | | 11,222,154 | | |

The information required to be furnished pursuant to this item will be set forth in the [removed: 2018] [added: 2019] Proxy Statement and is incorporated herein by reference.

The information required to be furnished pursuant to this item will be set forth in the [removed: 2018] [added: 2019] Proxy Statement and is incorporated herein by reference.

| 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 [removed: [48](#sC3F938107CD85410A4A2A6AF1525A9BA).] [added: [44](#s14759659E17858689684B722592137EF).] |

| 1.1 | | [Form of Sales Agreement, dated [removed: August 28, 2015,] [added: April 6, 2018,] 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., [added: Fifth Third Securities, Inc., Jefferies LLC,] J.P. Morgan Securities LLC, Mizuho Securities USA [removed: Inc., Mitsubishi UFJ Securities (USA), Inc.,] [added: LLC,] Morgan Stanley & Co. LLC, [added: MUFG Securities Americas Inc.,] RBC Capital Markets, LLC, [added: SG Americas Securities, LLC,] SMBC Nikko Securities America, Inc., SunTrust Robinson Humphrey, [removed: Inc.] [added: Inc., TD Securities (USA) LLC] and Wells Fargo Securities, [removed: LLC](http://www.sec.gov/Archives/edgar/data/1051470/000119312515306926/d29068dex11.htm)] [added: LLC](http://www.sec.gov/Archives/edgar/data/1051470/000119312518110109/d564723d8k.htm)] | | 8-K | | 001-16441 | | [removed: August 28, 2015] [added: April 6, 2018] | | 1.1 |

| [removed: 3.3] [added: 3.3*] | | [Amended and Restated By-Laws of Crown Castle International Corp. dated [removed: December 15, 2017](http://www.sec.gov/Archives/edgar/data/1051470/000119312517370764/d505557dex31.htm)] [added: February 21, 2019](https://www.sec.gov/Archives/edgar/data/1051470/000105147019000046/exhibit33.htm)] | | [removed: 8-K] [added: —] | | [removed: 001-16441] [added: —] | | [removed: December 15, 2017] [added: —] | | [removed: 3.1] [added: —] |

| [removed: 4.4] [added: 4.10] | | [Indenture Supplement, dated as of [removed: August 16, 2010,] [added: July 11, 2018, relating to the Senior Secured Tower Revenue Notes, Series 2018-1, Class R-2028,] 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 [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, relating to the Senior Secured Tower Revenue Notes, Series 2010-6](http://www.sec.gov/Archives/edgar/data/1051470/000119312510197189/dex43.htm)] [added: Issuers](http://www.sec.gov/Archives/edgar/data/1051470/000095015718000823/ex4-3.htm)] | | 8-K | | 001-16441 | | [removed: August 26, 2010] [added: July 16, 2018] | | 4.3 |

| [removed: 4.8] [added: 4.11] | | [Indenture dated July 31, 2009, 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 Trustee, relating to Senior Secured Notes](http://www.sec.gov/Archives/edgar/data/1051470/000119312509163853/dex41.htm) | | 8-K | | 001-16441 | | August 4, 2009 | | 4.1 |

| [removed: 4.9] [added: 4.12] | | [Indenture Supplement dated July 31, 2009, 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 Trustee, relating to Senior Secured Notes, Series 2009-1](http://www.sec.gov/Archives/edgar/data/1051470/000119312509163853/dex42.htm) | | 8-K | | 001-16441 | | August 4, 2009 | | 4.2 |

| [removed: 4.10] [added: 4.13] | | [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 2023](http://www.sec.gov/Archives/edgar/data/1051470/000095015712000445/ex4-1.htm) | | 8-K | | 001-16441 | | October 16, 2012 | | 4.1 |

| [removed: 4.11] [added: 4.14] | | [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 2023](http://www.sec.gov/Archives/edgar/data/1051470/000095015714001379/ex4-4.htm) | | 8-K | | 001-16441 | | December 16, 2014 | | 4.4 |

| [removed: 4.12] [added: 4.15] | | [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 2023](http://www.sec.gov/Archives/edgar/data/1051470/000095015712000590/ex4-1.htm) | | 8-K | | 001-16441 | | December 28, 2012 | | 4.1 |

| [removed: 4.13] [added: 4.16] | | [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/1051470/000119312514144236/d713338dex41.htm) | | 8-K | | 001-16441 | | April 15, 2014 | | 4.1 |

| [removed: 4.14] [added: 4.17] | | [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 2022](http://www.sec.gov/Archives/edgar/data/1051470/000119312514144236/d713338dex42.htm) | | 8-K | | 001-16441 | | April 15, 2014 | | 4.2 |

| [removed: 4.15] [added: 4.18] | | [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 trustee](http://www.sec.gov/Archives/edgar/data/1051470/000095015714001379/ex4-5.htm) | | 8-K | | 001-16441 | | December 16, 2014 | | 4.5 |

| [removed: 4.16] [added: 4.19] | | [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 trustee](http://www.sec.gov/Archives/edgar/data/1051470/000095015714001379/ex4-6.htm) | | 8-K | | 001-16441 | | December 16, 2014 | | 4.6 |

| [removed: 4.17] [added: 4.20] | | [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 International Corp. and The Bank of New York Mellon Trust Company, N.A., as 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) | | 8-K | | 001-16441 | | February 8, 2016 | | 4.1 |

| [removed: 4.18] [added: 4.21] | | [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 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) | | 8-K | | 001-16441 | | May 6, 2016 | | 4.1 |

| [removed: 4.19] [added: 4.22] | | [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 trustee, relating to 2.250% Senior Notes due 2021](http://www.sec.gov/Archives/edgar/data/1051470/000119312516699664/d247206dex41.htm) | | 8-K | | 001-16441 | | September 1, 2016 | | 4.1 |

| [removed: 4.20] [added: 4.23] | | [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 trustee, relating to 4.000% Senior Notes due 2027](http://www.sec.gov/Archives/edgar/data/1051470/000119312517029149/d331238dex41.htm) | | 8-K | | 001-16441 | | February 2, 2017 | | 4.1 |

| [removed: 4.21] [added: 4.24] | | [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 |

| [removed: 4.22] [added: 4.25] | | [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 |

| [removed: 4.23] [added: 4.26] | | [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 |

| [removed: 10.14†] [added: 10.15†] | | [removed: [Crown] [added: [Amended and Restated Crown] Castle International Corp. Extended Service Separation [removed: Program](http://www.sec.gov/Archives/edgar/data/1051470/000119312516761834/d256626dex101.htm)] [added: Program](http://www.sec.gov/Archives/edgar/data/1051470/000105147018000156/exhibit102063018.htm)] | | [removed: 8-K] [added: 10-Q] | | 001-16441 | | [removed: November 7, 2016] [added: August 6, 2018] | | [removed: 10.1] [added: 10.2] |

| [removed: 10.15†] [added: 10.16†] | | [Crown Castle International Corp. [removed: 2017] [added: 2018] Executive Management Team Annual Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/1051470/000119312517054036/d341381dex101.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/1051470/000105147018000086/a101emtaiplan.htm)] | | 8-K | | 001-16441 | | February [removed: 23, 2017] [added: 27, 2018] | | 10.1 |