Crown Castle (CCI) 10-K risk factor changes: FY2019 vs FY2018

[removed: Risks] [added: Risks] Relating to Our [removed: Business][added: Business]

[removed: Our] [added: Our] business depends on the demand for our communications infrastructure, driven primarily by demand for data, and we may be adversely affected by any slowdown in such demand.

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

Tenant demand for our communications infrastructure depends on [removed: the] [added: consumers' and organizations'] demand for data.

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

| • | technological changes, including those (1) affecting the number or type of communications infrastructure needed to provide data to a given geographic area or which may otherwise serve as [added: a] substitute or alternative to our communications infrastructure or (2) resulting in the obsolescence or decommissioning of certain existing wireless networks; and |

Furthermore, the industries in which our 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 [removed: (including demand] for [removed: wireless connectivity)] [added: data] or general economic conditions.

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

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

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

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

Due to the long-term nature of [added: our] tenant contracts, we expect that [added: the impact to our site rental revenues from] any termination of [added: our] tenant contracts as a result of [removed: this] [added: such] potential consolidation would be spread over multiple years.

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

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

This potential transaction [added: between T-Mobile and Sprint] may result in a decrease or delay in demand for our communications infrastructure and services, [added: either (1) prior to the closing of such transaction or (2)] as a result of the anticipated integration of the T-Mobile and Sprint networks and related duplicate or overlapping parts of their [removed: networks, which may lead to a reduction in our revenues or cash flows and may trigger a review for impairment] [added: networks following the closing] of [removed: certain long-lived assets.][added: such transaction.]

For the year ended December 31, [removed: 2018,] [added: 2019,] T-Mobile and Sprint represented approximately [removed: 19%] [added: 21%] and 14%, respectively, of [removed: the Company's] [added: our] consolidated site rental revenues.

Further, [removed: the Company] [added: during 2019, we] derived approximately [added: 7% and] 6% of [removed: its] [added: our] consolidated site rental revenues from [removed: each of] T-Mobile and [removed: Sprint] [added: Sprint, respectively,] on [removed: communications infrastructure] [added: towers] 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 [removed: five years and] six years of current term remaining on all [removed: lease agreements] [added: tenant contracts] with [added: both] T-Mobile and [removed: Sprint, respectively.][added: Sprint.]

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

Business—The [removed: Company"] [added: Company"*] and note [removed: 15] [added: 16] to our consolidated financial [removed: statements.][added: statements for further information regarding our largest tenants.]

[removed: The] [added: The] expansion or development of our business, including through acquisitions, increased product offerings or other strategic growth opportunities, may cause disruptions in our business, which may have an adverse effect on our business, operations or financial [removed: results.][added: results.]

| • | 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 (including the 2017 Acquisitions);] [added: expected;] |

[removed: Our] [added: Our] Fiber segment has expanded rapidly, and the Fiber business model contains certain differences from our Towers business model, resulting in different operational risks.

If we do not successfully operate our Fiber business model or identify or manage the related operational risks, such operations may produce results that are [removed: less] [added: lower] than [removed: anticipated.][added: anticipated.]

In recent years, we have allocated a significant amount of capital to our Fiber business, which is a much less mature business for us than our Towers [removed: business (which we have operated since 1994).][added: business.]

Our Fiber segment represented [removed: 34% and 21%] [added: 33%] of our site rental revenues for [added: each of] the years ended December 31, [removed: 2018] [added: 2019] and [removed: 2017, respectively.][added: 2018.]

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

| • | [added: the] use of poles and conduits owned solely by, or jointly with, third parties; |

| • | risks relating to construction [added: hazards, construction] management and construction-related billings to tenants; |

| • | [added: the] risk of failing to optimize the use of our finite supply of fiber strands; |

Our Fiber operations will also expose us to different safety or liability risks or hazards than our Towers business as a result of numerous factors, including [added: those stemming from] the [added: deployment,] location or nature of the assets involved.

[removed: Failure] [added: Failure] to timely and efficiently execute on our construction projects could adversely affect our [removed: business.][added: business.]

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

[removed: Our] [added: Our] substantial level of indebtedness could adversely affect our ability to react to changes in our business, and the terms of our debt instruments and our 6.875% Convertible Preferred Stock limit our ability to take a number of actions that our management might otherwise believe to be in our best interests.

In addition, if we fail to comply with our covenants, our debt could be [removed: accelerated.][added: accelerated.]

We have a substantial amount of indebtedness (approximately [removed: $16.7] [added: $18.4] billion as of [removed: February 22, 2019).][added: March 6, 2020).]

See [removed: "Item] [added: *"Item] 7.

MD&A—Liquidity and Capital [removed: Resources"] [added: Resources"*] for a tabular presentation of our contractual debt maturities.

| • | we are or will be required to dedicate a substantial portion of our cash flows from operations to the payment of principal or interest on our debt, thereby reducing the available cash flows to fund other projects, including the discretionary investments discussed in [removed: "Item] [added: *"Item] 1. [removed: Business"] [added: Business"*] and [removed: "Item] [added: *"Item] 7. MD&A—Liquidity and Capital [removed: Resources";] [added: Resources"*;] |

| • | we could fail to remain qualified for taxation as a REIT [removed: as a result of] [added: due to] limitations on our ability to declare and pay dividends to stockholders as a result of restrictive covenants in our debt instruments or the terms of our 6.875% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share ("6.875% Convertible Preferred Stock"). |

Any such decrease or delay may lead to a reduction in our revenues or cash flows and may trigger a review for impairment of certain long-lived assets.

To date, we have experienced a slowdown in demand due to the uncertainty surrounding the completion of the proposed merger.

Further delay in the completion of the proposed transaction may extend such slowdown.

We cannot predict with certainty how the demand for our communications infrastructure and services will be impacted in the event the proposed merger is or is not ultimately consummated.

| • | the use of CLEC status. |

On occasion, we experience unforeseen delays from municipalities and utility companies that result in longer construction timelines than expected, which impact our ability to timely deliver on our projects.

See also our risk factor below associated with our identified material weakness in internal controls over financial reporting for further discussion of risks that may impact our access to capital markets.

Our Credit Agreement contemplates a mechanism for replacing LIBOR with a new benchmark rate (to be agreed upon by us and the administrative agent) for loans made under the 2016 Credit Facility.

This mechanism is triggered in the event that LIBOR is no longer published or otherwise available as a benchmark for establishing interest rates for loans.

Since the conditions for the implementation of this mechanism have not yet been triggered, we cannot determine with certainty what such replacement rate would be or reasonably predict the potential effect of these changes, other reforms or the establishment of alternative reference rates on our business.

The restatement of our previously issued financial statements, the errors that resulted in such restatement, the material weakness that was identified in our internal control over financial reporting and the determination that our internal control over financial reporting and disclosure controls and procedures were not effective, could result in loss of investor confidence, shareholder litigation or governmental proceedings or investigations, any of which could cause the market value of our common stock or debt securities to decline or impact our ability to access the capital markets.

As discussed in the "Explanatory Note" and note 2 to our consolidated financial statements, prior to the filing of this Annual Report on Form 10-K, we identified certain errors and determined that our previously issued consolidated financial statements for fiscal years ended December 31, 2017 and 2018, and each of our unaudited condensed consolidated financial statements and related disclosures for the quarterly and year-to-date periods during such years and for the first three quarters of fiscal year 2019,

should be restated.

Our identification of the errors included a consultation with the SEC’s Office of the Chief Accountant (“OCA”).

The OCA only provided advice on the specific revenue recognition question we submitted to them for their review and did not review or address any other aspect of our accounting policies.

Our consultation with the OCA was not part of the previously disclosed SEC investigation, which is still ongoing, or the related subpoena, which primarily related to certain of our long-standing capitalization and expense policies for tenant upgrades and installations in our services business.

See note 14 to our consolidated financial statements for more information about the SEC investigation and subpoena.

As a result of these errors and restatement, we are subject to additional risks and uncertainties, including unanticipated costs for legal fees, litigation, governmental proceedings or investigations and loss of investor confidence.

Recently, lawsuits naming the Company and some of its officers have been filed, and additional lawsuits naming the Company and its officers and directors may be filed in the future.

These lawsuits could result in unanticipated legal costs, regardless of the outcome of the litigation.

See note 14 to our consolidated financial statements for more information regarding the litigation.

We are currently unable to predict the outcome of any such litigation.

We have also identified a material weakness in the Company’s internal control over financial reporting, and we have concluded that our internal control over financial reporting and disclosure controls and procedures were not effective as of December 31, 2019.

For further discussion of the material weakness identified and our remediation efforts, see *Item 9A, Controls and Procedures*.

Remediation efforts place a significant burden on management and add increased pressure to our financial resources and processes.

If we are unable to successfully remediate our existing or any future material weaknesses or other deficiencies in our internal control over financial reporting or disclosure controls and procedures, investors may lose confidence in our financial reporting and the accuracy and timing of our financial reporting and disclosures and our business, reputation, results of operations, financial condition, stock price, and ability to access the capital markets through equity or debt issuances could be adversely affected.

In addition, we may be unable to maintain compliance with the covenants under our debt instruments regarding the timely filing of periodic reports, and we may be subject to governmental investigations and penalties and litigation.

In addition, our acquisitions, both past and future, may alter our potential exposure to the risks described above.

| | |

| --- | --- |

| • | consumers' and organizations' demand for data; |

Collectively, these four tenants accounted for 73% of our 2018 site rental revenues.

| • | the use of competitive local exchange carrier status, which we refer to as "CLEC" status. |

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

alternative reference rates.

Any significant reduction in demand for our

access to rights-of-way.

We operate as a REIT for U.S. federal tax purposes.

We do not expect the Tax Reform Act to significantly affect us, although we cannot predict with certainty how such legislation will affect us in the future.

[removed: General Overview][added: General Overview]

[removed: Overview][added: *Overview*]

We own, [removed: operate,] [added: operate] and lease shared communications infrastructure.

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

[removed: Business"] [added: Business"*] for a further discussion of our business, including our long-term strategy, our REIT status, certain key terms of our [added: tenant] contracts and growth trends in the demand for data.

Site rental revenues represented [removed: 87%] [added: 88%] of our [removed: 2018] [added: 2019] consolidated net revenues.

[removed: Business] [added: *Business] Fundamentals and [removed: Results][added: Results*]

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

| ◦ | We expect existing and potential new tenant demand for our communications infrastructure will result from (1) new technologies, (2) increased usage of mobile entertainment, mobile [removed: internet usage,] [added: internet,] and machine-to-machine applications, (3) adoption of other emerging and embedded wireless devices (including smartphones, laptops, tablets, [added: wearables] 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. |

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

| ◦ | We expect organizations will continue to increase the usage of high-bandwidth applications that will require the utilization of more fiber infrastructure and [removed: solutions] [added: fiber solutions,] such as those we provide. |

| [removed: •] [added: ◦] | Substantially all of our communications infrastructure can accommodate additional tenancy, either as currently constructed or with appropriate modifications. |

| • | Returning cash flows provided by operations to stockholders in the form of dividends (see also [removed: "Item] [added: *"Item] 1. [removed: Business—Strategy")] [added: Business—Strategy"*)] |

See [removed: "Item] [added: *"Item] 7.

[added: | ◦ | During 2019, we paid common stock dividends totaling approximately $1.9 billion. See *"Item 7.] MD&A—General Overview—Common Stock [removed: Dividend"] [added: Dividend"*] for a discussion of the increase to our quarterly dividend in the fourth quarter of [removed: 2018.][added: 2019. |]

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

| • | Discretionary capital expenditures of [removed: $1.6] [added: $1.9] billion, predominately resulting from the construction of [added: new] communications infrastructure and [added: improvements to existing] communications infrastructure [removed: improvements] in order to support additional [removed: site rental revenues.] [added: tenants.] |

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

| ◦ | Weighted-average remaining term of approximately five years, exclusive of renewals [added: exercisable] at the tenants' option, currently representing approximately [removed: $23] [added: $24] billion of expected future cash inflows. |

| ◦ | Approximately [removed: 73%] [added: 75%] of our site rental revenues were derived from [removed: AT&T,] T-Mobile, [added: AT&T,] Verizon Wireless and Sprint. See also [removed: "Item] [added: *"Item] 1A. Risk [removed: Factors"] [added: Factors"*] and note [removed: 15] [added: 16] to our consolidated financial [removed: statements.] [added: statements for a further discussion of our largest customers.] |

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

| ◦ | Approximately 90% of our Towers site rental gross margin and [removed: more than 75%] [added: approximately 80%] of our Towers site rental gross margin is derived from towers that reside on land that we own or control for greater than 10 and 20 years, respectively. The aforementioned percentages include towers that reside on land interests that are owned, including [added: through] fee interests and perpetual easements, which represent approximately 40% of our Towers site rental gross margin. |

| • | Debt portfolio with long-dated maturities extended over multiple years, with the [added: vast] majority of such debt having a fixed rate (see [removed: "Item] [added: *"Item] 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk"] [added: Risk"*] for a further discussion of our debt) |

| • | During [removed: 2018,] [added: 2019,] we completed several debt transactions to refinance and extend the maturities of certain of our debt. See [removed: "Item] [added: *"Item] 7. MD&A—Liquidity and Capital Resources—Financing [removed: Activities"] [added: Activities"*] for further discussion of our debt transactions. |

| ◦ | As of December 31, [removed: 2018, after giving effect to our February 2019 Senior Notes offering and the application of the net proceeds therefrom,] [added: 2019,] our outstanding debt has a weighted average interest rate of [removed: 4.0%] [added: 3.8%] and weighted average maturity of approximately [removed: seven] [added: six] years (assuming anticipated repayment dates where applicable). |

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

| • | [removed: In March 2018, we issued] [added: completing an offering of] 8 million shares of our common stock ("March 2018 Equity Financing"), [removed: and we utilized] the proceeds [added: of which we used] for general corporate purposes as well as repayment of outstanding [removed: indebtedness.] [added: indebtedness;] |

| ◦ | Net cash provided by operating activities was [removed: $2.5] [added: $2.7] billion. |

[removed: Common] [added: *Common] Stock [removed: Dividend][added: Dividend*]

In [added: the] aggregate, we paid approximately [removed: $1.8] [added: $1.9] billion in common stock dividends in [removed: 2018.][added: 2019.]

During each of the first three quarters of [removed: 2018,] [added: 2019,] we paid a quarterly common stock dividend of [removed: $1.05] [added: $1.125] per share, totaling approximately [removed: $1.3] [added: $1.4] billion.

In October [removed: 2018,] [added: 2019,] our board of directors declared a quarterly common stock cash dividend of [removed: $1.125] [added: $1.20] per share, which represents an increase of [added: approximately] 7% from [removed: an annualized amount of $4.20 per share to an annualized amount of $4.50 per share from] the quarterly common stock dividend declared during each of the first three quarters of [removed: 2018.][added: 2019.]

We currently expect our [removed: anticipated] common stock dividends over the next 12 months to be a cumulative amount of at least [removed: $4.50] [added: $4.80] per share, or an aggregate amount of approximately [removed: $1.9] [added: $2.0] billion.

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

[removed: Outlook Highlights][added: *Outlook Highlights*]

The following are certain highlights of our [removed: 2019] [added: 2020] outlook that impact our business fundamentals described above.

| • | We expect that, when compared to full year [removed: 2018,] [added: 2019,] our full year [removed: 2019] [added: 2020] site rental revenue growth will be positively impacted by higher tenant additions, as large wireless carriers and fiber solutions tenants attempt to meet the increasing demand for data. See note [removed: 4] [added: 5] to our consolidated financial statements. |

| • | We expect discretionary capital expenditures for [removed: 2019] [added: 2020] to [removed: exceed 2018 levels] [added: remain relatively consistent] with [removed: a continued increase in the construction of] [added: 2019 levels as we continue to construct] 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: 2019.] [added: 2020.] |

[removed: Results] [added: Results] of [removed: Operations][added: Operations]

The following discussion of our results of operations should be read in conjunction with [removed: "Item] [added: the *"Explanatory Note"* immediately preceding Item 1 of this Annual Report on Form 10-K, *"Item] 1.

See *"Explanatory Note"* immediately preceding Item 1 of this Annual Report on Form 10-K and note 2 to our consolidated financial statements for further information on the restatement of previously issued financial statements.

| ◦ | 83% of our debt has fixed rate coupons. |

Amounts for the years ended December 31, 2018 and 2017, and any discussion relating to those amounts, give effect to the impact of the Historical Adjustments as described in the *"Explanatory Note."*

| | | | | | (As Restated)(c) | | | | | | | | | | | | |

| Towers operating profit(a) | 2,576 | | | | 2,381 | | | | 2,144 | | | | 8 | % | | 11 | % |

| Adjusted EBITDA(b) | 3,299 | | | | 3,091 | | | | 2,402 | | | | 7 | % | | 29 | % |

| (c) | See *"Explanatory Note"* immediately preceding Item 1 of this Annual Report on Form 10-K and note 2 to our consolidated financial statements for further information regarding the restatement. |

*2019* *and* *2018*

| (a) | As restated. |

| (c) | The components in this chart may not sum to the total due to rounding. |

Fiber operating profit was positively impacted by increased demand for small cells and fiber solutions and was partially offset by an increase in Fiber-related selling, general and administrative expenses.

| (a) | As restated. |

| (d) | The components in this chart may not sum to the total due to rounding. |

*Liquidity Position.* The following is a summary of our capitalization and liquidity position as of December 31, 2019.

| (c) | See *"Item 7. MD&A—Liquidity and Capital Resources—Financing Activities"* and note 9 to our consolidated financial statements for further information regarding the CP Program. |

payments related to such preferred stock of approximately $57 million and (4) capital expenditures.

Additionally, amounts available under the CP Program may be repaid and re-issued from time to time.

During the next 12 months, while our liquidity uses are expected to exceed our net cash provided by operating activities, we expect that our liquidity sources described above should be sufficient to cover our expected uses.

Historically, from time to time, we have accessed the capital markets to issue debt and equity.

| | | | | | (As Restated) | | | | | | |

| Operating activities | $ | 2,698 | | | $ | 2,500 | | | $ | 2,032 | |

| Investing activities | (2,081 | | ) | | (1,793 | | ) | | (10,482 | | ) |

*Investing Activities.* Net cash used for investing activities for 2019 increased $288 million from 2018 primarily as a result of increased discretionary capital expenditures due to the construction of small cells and fiber.

| (a) | Includes $208 million, $128 million, and $124 million of capital expenditures incurred during the years ended December 31, 2019, 2018, and 2017, respectively, in connection with customer installations and upgrades on our towers. |

| (c) | As restated. |

debt.

| • | establishing a CP Program in April 2019 pursuant to which we may issue short-term, unsecured commercial paper notes. Notes under the CP Program may be issued, repaid and re-issued from time to time, with an aggregate principal amount of Commercial Paper Notes outstanding under the CP Program at any time not to exceed $1.0 billion. The net proceeds of the Commercial Paper Notes are expected to be used for general corporate purposes; |

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

As of March 6, 2020, the CP Program had $360 million outstanding.

The following table summarizes our contractual cash obligations as of December 31, 2019.

| Debt and other long-term obligations(b) | $ | 253 | | (g) | $ | 1,675 | | | $ | 1,000 | | | $ | 3,604 | | | $ | 3,172 | | | $ | 8,531 | | | $ | 18,235 | |

| Interest payments on debt and other long-term obligations(c)(d) | 682 | | | | 660 | | | | 614 | | | | 539 | | | | 417 | | | | 6,187 | | | | 9,099 | | |

| Lease obligations(e) | 534 | | | | 528 | | | | 524 | | | | 520 | | | | 517 | | | | 6,357 | | | | 8,980 | | |

| Total contractual obligations | $ | 1,511 | | | $ | 2,897 | | | $ | 2,168 | | | $ | 4,687 | | | $ | 4,125 | | | $ | 21,229 | | | $ | 36,617 | |

| (g) | Predominantly consists of outstanding indebtedness under our CP Program. Such amounts may be issued, repaid, or re-issued from time to time. |

Risk Factors"* for a discussion of retaining land interests under our towers.

Risk Factors"* for a discussion of compliance with our debt covenants.

| (b) | As defined in the Credit Agreement. |

See note 3 to our consolidated financial statements for a summary of our significant accounting policies, including information related to our adoption of the new lease accounting guidance (commonly referred to as "ASC 842" or "new lease standard") on January 1, 2019.

*Lease Accounting — Lessee.* For our Towers segment, our lessee arrangements primarily consist of ground leases for land under our towers.

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

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

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

| 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. |

Towers services and other gross margin was $273 million for 2018 and increased by $10 million, or 4%, from $263 million in 2017, which is a reflection of (1) the volume of activity from carrier network enhancements and (2) the volume and mix of services and other work.

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

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.

2017 and 2016

Towers services and other gross margin was $263 million for 2017 and increased by $4 million, or 2%, from $259 million in 2016, which is a reflection of (1) the volume of activity from carrier network enhancements and (2) the volume and mix of services and other work.

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

Fiber operating profit for 2017 increased by $211 million, or 99%, from 2016 and was positively impacted by the previously-mentioned 2017 Acquisitions and the increased demand for small cells and fiber solutions as described above.

Quantitative and Qualitative Disclosures About Market Risk."

General.

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

Liquidity Position.

The following is a summary of our capitalization and liquidity position as of December 31, 2018, after giving effect to our February 2019 Senior Notes offering and the application of the net proceeds therefrom.

MD&A—Liquidity and Capital Resources—Financing Activities" and "Item 7.

MD&A—Liquidity and Capital Resources—Debt Covenants."

| | 2018 | | | | 2017 | | | | 2016 | | |

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

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

Operating Activities.

Investing Activities.

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

Acquisitions.

Financing Activities.

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

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

| • | entering into a first amendment to the 2016 Credit Facility in February 2017 to (1) incur additional term loans in an aggregate principal amount of $500 million and (2) extend the maturity of both the 2016 Credit Facility to January 2022; |

| • | completing an offering of 5 million shares of our common stock, which generated net proceeds of $442 million ("May 2017 Common Stock Offering"), the proceeds of which we used to partially fund the Wilcon Acquisition; |

| • | completing an offering of 40 million shares of common stock, which generated net proceeds of $3.8 billion ("July 2017 Common Stock Offering"), the proceeds of which we used to partially fund the Lightower Acquisition; |

| • | completing and offering of 2 million shares of our 6.875% Mandatory Convertible Preferred Stock, which generated net proceeds of $1.6 billion, the proceeds of which we used to partially fund the Lightower Acquisition; |

| • | issuing $1.7 billion aggregate principal amount of senior unsecured notes in August 2017, the proceeds of which we used to partially fund the Lightower Acquisition and pay related fees and expenses; and |

Common Stock.

ATM Program.

Mandatory Convertible Preferred Stock.

Credit Facility.

Restricted Cash.

The following table summarizes our contractual cash obligations as of December 31, 2018, after giving effect to our February 2019 Senior Notes offering and the application of the net proceeds therefrom.

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

| • | the potential refinancing of our [removed: $16.7] [added: $18.1] billion in existing debt, compared to [removed: $16.2] [added: $16.7] billion in the prior year; |

| • | our [removed: $2.4] [added: $3.0] billion of floating rate debt representing approximately [removed: 15%] [added: 17%] of total debt, compared to 21% in the prior year; and |

| • | potential future borrowings of incremental debt, including borrowings under our 2016 Credit [removed: Facility.] [added: Facility and issuances under the CP Program.] |

[removed: Potential] [added: *Potential] Refinancing of Existing [removed: Debt][added: Debt*]

We have no debt [removed: maturities, other than principal payments on amortizing debt, or] [added: maturities (or] anticipated repayment dates [added: on our Tower Revenue Notes)] over the next 12 [removed: months.][added: months, other than principal payments on amortizing debt.]

As of December 31, [removed: 2018] [added: 2019] and December 31, [removed: 2017,] [added: 2018,] 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: 2018] [added: 2019] and a discussion of anticipated repayment dates.

[removed: Floating] [added: *Floating] Rate [removed: Debt][added: Debt*]

As a result, a hypothetical unfavorable fluctuation in market interest rates on our existing debt of 1/8 of a percent point over a 12-month period would increase our interest expense by approximately [removed: $3] [added: $4] million.

As of December 31, [removed: 2017,] [added: 2019,] we had [removed: approximately] $3.0 billion of floating rate debt, none of which had LIBOR floors.

[removed: Potential] [added: *Potential] Future Borrowings of Incremental [removed: Debt][added: Debt*]

See [removed: "Item] [added: *"Item] 7.

MD&A—Liquidity and Capital [removed: Resources"] [added: Resources"*] regarding our liquidity strategy.

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

The future principal payments and weighted-average interest rates are presented as of December 31, [removed: 2018.][added: 2019.]

See [removed: notes 8 and 18] [added: note 9] to our consolidated financial statements for additional information regarding our debt.

| | [removed: Future] [added: Future] Principal Payments and Interest Rates by the Debt Instruments' Contractual Year of [removed: Maturity] [added: Maturity] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [added: *(In millions of dollars)*] | [removed: 2019] [added: 2020] | | | | [removed: 2020] [added: 2021] | | | | [removed: 2021] [added: 2022] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2023] [added: 2024] | | | | [removed: Thereafter] [added: Thereafter] | | | | [removed: Total] [added: Total] | | | | [removed: Fair Value(a)] [added: Fair Value(a)] | | |

| Average interest rate(b)(c)(d) | 4.4 | | % | | [removed: 4.5] [added: 2.9] | | % | | [removed: 2.9] [added: 5.2] | | % | | [removed: 5.2] [added: 4.2] | | % | | [removed: 4.2] [added: 3.3] | | % | | 5.2 | | % | | [removed: 4.7] [added: 4.6] | | % | | | | |

| Average interest rate(e) | [removed: 3.8] [added: 2.3] | | % | | [removed: 3.8] [added: 2.6] | | % | | [removed: 3.8] [added: 2.6] | | % | | [removed: 3.8] [added: 2.6] | | % | | [removed: 3.8] [added: 2.7] | | % | | — | | % | | [removed: 3.8] [added: 2.7] | | % | | | | |

| (d) | If the [removed: tower revenue notes] [added: 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 [removed: tower revenue notes)] [added: Tower Revenue Notes)] of the issuers of the [removed: tower revenue notes.] [added: Tower Revenue Notes.] The [removed: tower revenue notes] [added: Tower Revenue Notes] are presented based on their contractual maturity dates ranging from 2042 to 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 [removed: tower revenue notes.] [added: Tower Revenue Notes] The full year [removed: 2018] [added: 2019] Excess Cash Flow of the issuers of the [removed: tower revenue notes] [added: Tower Revenue Notes] was approximately [removed: $720] [added: $764] million. We currently expect to refinance these notes on or prior to the respective anticipated repayment dates. |

| (e) | [removed: Predominantly consists] [added: Consists] of [added: (1)] our [removed: 2016] [added: senior unsecured term loan A facility ("2016] Term Loan [removed: A] [added: A")] and 2016 Revolver borrowings, each of which matures in [removed: 2023.] [added: 2024, and (2) our outstanding Commercial Paper Notes.] |

As of December 31, 2018, we had approximately $3.4 billion of floating rate debt, none of which had LIBOR floors.

See also *"Item 1A.

Risk Factors"* for a discussion of uncertainty related to the continued use of LIBOR.

| Fixed rate debt(b) | $ | 40 | | | $ | 1,587 | | | $ | 883 | | | $ | 3,428 | | | $ | 774 | | | $ | 8,531 | | | $ | 15,243 | | | $ | 16,178 | |

| Variable rate debt(e) | $ | 213 | | (f) | $ | 88 | | | $ | 117 | | | $ | 176 | | | $ | 2,398 | | | $ | — | | | $ | 2,992 | | | $ | 2,992 | |

| | |

| --- | --- |

| (f) | Predominantly consists of outstanding indebtedness under our CP Program. Such amounts may be issued, repaid, or re-issued from time to time. |

As of December 31, 2018, after giving effect to our February 2019 Senior Notes offering and the application of the net proceeds therefrom, we had $2.4 billion of floating rate debt, none of which had LIBOR floors.

| | (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 | |

[removed: Overview][added: Overview]

We own, operate and lease shared communications infrastructure that is geographically dispersed throughout the U.S., including [removed: (1)] approximately [added: (1)] 40,000 towers and other structures, such as rooftops (collectively, "towers"), and (2) [removed: approximately 65,000] [added: 80,000] route miles of fiber primarily supporting small cell networks ("small cells") and fiber solutions.

Our [removed: towers, fiber and small cells assets are collectively referred to herein as "communications infrastructure," and our customers on our communications infrastructure are referred to herein as "tenants." Our] core business is providing access, including space or capacity, to our shared communications infrastructure via long-term contracts in various forms, including lease, license, sublease and service agreements (collectively, [removed: "contracts").][added: "tenant contracts").]

Below is certain information concerning our [added: core] business:

| • | 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, [removed: through] both [added: through] acquisitions (see note [removed: 3] [added: 4] to our consolidated financial statements) and new construction of small cells and fiber, we have extended our communications infrastructure presence by investing significantly in our Fiber segment. Through our product offerings of towers and small cells, we seek to provide a comprehensive solution to enable our wireless tenants to expand coverage and capacity for wireless networks. Furthermore, within our Fiber segment, we [removed: are able] [added: seek] to generate cash flow growth and stockholder return by deploying our fiber for both small cells' and fiber solutions' tenants. |

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

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

| ◦ | The vast majority of our [added: small cells and] fiber assets [removed: are] [added: is] located on public rights-of-way. |

| [removed: ◦] [added: •] | We operate as a REIT for U.S. federal income tax purposes. See [removed: "Item] [added: *"Item] 1. [removed: Business—2018 Industry] [added: Business—2019* *Industry] Highlights and Company Developments—REIT [removed: Status"] [added: Status"*] and note [removed: 10] [added: 11] to our consolidated financial statements. |

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

| • | Our largest tenants [removed: include AT&T,] [added: are] T-Mobile, [added: AT&T,] Verizon Wireless and Sprint, which collectively accounted for [removed: 73%] [added: approximately 75%] of our [removed: 2018] [added: 2019 consolidated] site rental revenues. |

| • | Site rental revenues represented [removed: 87%] [added: 88%] of our [removed: 2018] [added: 2019] consolidated net revenues, of which approximately [removed: 66%] [added: 67%] and [removed: 34%] [added: 33%] were from our Towers segment and our Fiber segment, respectively. |

| • | The vast majority of our site rental revenues are of a recurring nature and are [removed: subject] [added: pursuant] to long-term [added: tenant] contracts with our tenants. |

| • | Our site rental revenues derived from wireless tenants typically result from long-term [added: tenant] contracts with (1) initial terms of five to 15 years, (2) multiple renewal periods [removed: at the option] of [removed: the tenant of] five to 10 years each, [added: exercisable at the option of the tenant,] (3) limited termination rights for our [removed: tenants,] [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 tenants (including from organizations with high-bandwidth and multi-location demands), typically result from [added: tenant] 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 [added: exercisable] at the tenants' option, our tenant contracts have a weighted-average remaining life of approximately five years and represent [removed: $23] [added: $24] billion of expected future cash inflows. |

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

[removed: Strategy][added: Strategy]

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 existing portfolio of communications infrastructure, (2) returning a meaningful portion of our cash [removed: provided] [added: generated] by operating activities to our common stockholders in the form of dividends and (3) investing capital efficiently to grow cash flows and long-term dividends per share.

Our [removed: 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.

We measure our efforts to create "long-term stockholder value" by the combined payment of dividends to stockholders and growth in our [removed: per share] [added: per-share] results.

| [removed: •] [added: *•*] | [removed: Grow] [added: *Grow] cash flows from our existing communications [removed: infrastructure.] [added: infrastructure.*] We [removed: seek to maximize our] [added: are focused on maximizing the recurring] site rental cash flows [removed: by working with] [added: generated from providing] our tenants [removed: to provide them quick] [added: with long-term] access to our [removed: existing communications] [added: shared] infrastructure [removed: and entering into long-term contracts.] [added: assets, which we believe is the core driver of value for our stockholders.] Tenant additions or modifications of existing tenant equipment (collectively, "tenant additions") enable our tenants to expand coverage and capacity in order to meet increasing demand for [removed: data,] [added: data] while generating high incremental returns for our business. We believe our product offerings of towers and small cells provide a comprehensive solution to our wireless tenants' growing network needs through our shared communications infrastructure model, which is an efficient and cost-effective way to serve our tenants. Additionally, we believe our ability to share our fiber assets across multiple tenants to deploy both small cells and offer fiber solutions allows us to generate cash flows and increase stockholder return. [removed: 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.] |

| • | [removed: Return] [added: *Return] cash [removed: provided] [added: generated] by operating activities to common stockholders in the form of [removed: dividends.] [added: dividends*.] We believe that distributing a meaningful portion of our cash [removed: provided] [added: generated] by operating activities appropriately provides common stockholders with increased certainty for a portion of expected long-term stockholder value while still [removed: retaining] [added: allowing us to retain] 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 common stockholders. |

| • | [removed: Invest] [added: *Invest] capital efficiently to grow cash flows and long-term dividends per [removed: share.] [added: share.*] In addition to adding tenants to existing communications infrastructure, we seek to invest our available capital, including the net cash [removed: provided] [added: generated] by our operating activities and external financing sources, in a manner that will increase long-term stockholder value on a risk-adjusted basis. 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): |

Our strategy to create long-term stockholder value is based on our belief that [removed: additional] [added: there will be considerable future] demand for our communications infrastructure [removed: will be created by] [added: based on] the [removed: expected continued] [added: location of our assets and the rapid] growth in the demand for data.

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: newly-constructed] [added: newly constructed] or acquired communications infrastructure, as described above.

[removed: Company] [added: Company] Developments, REIT Status and Industry [removed: Updates][added: Overview]

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

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

[added: *REIT Status.*] We commenced operating as a REIT for U.S. federal income tax purposes effective January 1, 2014.

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

[added: In addition, we could, in certain] circumstances, be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Internal Revenue Code of 1986, as amended ("Code"), to maintain qualification for taxation as a REIT.

The Tax Cuts and Jobs Act, [removed: enacted] [added: which was signed into law] in [removed: 2018] [added: 2017] ("Tax Reform Act"), made substantial changes to the Code.

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

See note [removed: 10] [added: 11] 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 NOLs (determined without regard to the dividends paid deduction and excluding net capital gain) (see notes [removed: 2] [added: 3] and [removed: 10] [added: 11] to our consolidated financial statements).

[added: *Industry Overview.*] Consumer demand for data continues to grow due to increases in data consumption and increased penetration of bandwidth-intensive devices.

This increase in data consumption is driven by growth in factors such as (1) mobile entertainment (such as mobile video, mobile [removed: applications,] [added: applications] and social networking), (2) mobile internet usage (such as email and web browsing), (3) machine-to-machine applications or the "Internet of Things" (such as smart city technologies), and (4) the adoption of other bandwidth-intensive applications (such as cloud services and video communications).

As a result, consumer wireless devices are trending toward bandwidth-intensive devices, including smartphones, laptops, [removed: tablets] [added: tablets, wearables] and other emerging [added: and embedded] devices, [removed: and, during the next several years,] [added: and] U.S. wireless carriers are [removed: expected to be] among the first carriers in the world to [removed: offer] [added: begin offering] 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: tenant] [added: customer] retention or satisfaction; |

We refer to our towers, fiber and small cells assets collectively as "communications infrastructure," and to our customers on our communications infrastructure as "tenants." Our operating segments consist of (1) Towers and (2) Fiber.

Further, we seek to augment the long-term value creation associated with growing our recurring site rental cash flows by offering certain ancillary site development and installation services within our Towers segment.

*Company Developments.* The Company is a Delaware company founded in 1995.

Our Towers tenant contracts, while amended and re-negotiated over time, have historically led to a long-term relationship with tenants on our towers, resulting in a retention rate generally between 97% and 99% each year.

Our Towers tenant contracts and pricing are not influenced by whether or not we perform the respective site development or installation services.

See *"—Services"* below for a further discussion of our tower installation services.

*Additional site rental information.* For both our Towers and Fiber segments, we have existing master agreements with our largest tenants, including T-Mobile, AT&T, Verizon Wireless and Sprint.

The terms and pricing of both site development services and installation services are negotiated separately from our tenant contracts.

Risk Factors"* for a discussion of competition in our industry.

Notwithstanding such developments, decisions of local regulatory authorities and utilities in certain jurisdictions may continue to adversely affect deployment timing and cost.

Risk Factors"* for additional information regarding rights to our infrastructure.

Risk Factors"* for additional information regarding compliance with laws and regulations.

Such determination could significantly delay the FCC's approval of the construction or modification.

In recent years, the scientific community has extensively studied low-level radio frequency emissions to determine whether they have any connection to certain negative health effects, such as cancer.

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

The large majority of our services revenues relate to our Towers segment.

Company Developments.

REIT Status.

In addition, we could, in certain

Industry Update.

For more information about our operating segments, see "Item 7.

Towers Segment.

Our Towers tenant contracts have historically had a high renewal rate.

With limited exceptions, our Towers tenant contracts may not be terminated prior to the end of their current term, and non-renewals have averaged approximately 2.5% of site rental revenues over the last five years (inclusive of non-renewals as a result of the decommissioning of the former Leap Wireless, MetroPCS and Clearwire networks ("Acquired Networks")).

Fiber Segment.

Additional site rental information.

Services.

The large majority of our service revenues relate to our Towers segment.

Customers.

Sales and Marketing.

Competition.

Risk Factors."

Federal Regulations.

Failure to comply with the applicable requirements may lead to civil penalties.

Local Regulations.

Notwithstanding such legislative and FCC actions, decisions of local zoning authorities may also adversely affect the timing or cost of communications infrastructure construction or modification.

These Fiber subsidiaries are primarily regulated by state public service commissions.

CLEC status, in certain cases, helps promote access to public rights-of-way, which is beneficial to the deployment of our small cells on a timely basis.

Risk Factors."

Environmental.

Risk Factors."

If the proposed construction or modification of a tower poses a significant impact on the environment, the FCC's approval of the construction or modification could be significantly delayed.

cleanup of on-site or off-site contamination relating to existing or historical operations; or we could also be subject to personal injury or property damage claims relating to such contamination.

As licensees and communications infrastructure owners, we are also subject to regulations and guidelines that impose a variety of operational requirements relating to radio frequency emissions.

The potential connection between radio frequency emissions and certain negative health effects, including some forms of cancer, has been the subject of substantial study by the scientific community in recent years.

Other Regulations.

We hold, through certain of our subsidiaries, spectrum licenses, which are subject to additional regulation by the FCC.

We also hold a nationwide FCC license relating to the 1670-1675 MHz spectrum ("1670-1675 Spectrum"), which we have leased to a third party through 2023, subject to the lessee's option to purchase the 1670-1675 Spectrum.

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

See the disclosure in notes 11 and 14 to our consolidated financial statements set forth in Part II, Item 8 of this Annual Report on Form 10-K.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

| [removed: x] [added: ☒] | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2018][added: 2019]

| [removed: o] [added: ☐] | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the transition period [removed: from to][added: from to]

[removed: Commission] [added: Commission] File [removed: Number 001-16441][added: Number 001-16441]

[removed: ][added: ]

[removed: CROWN] [added: CROWN] CASTLE INTERNATIONAL [removed: CORP.][added: CORP.]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: Delaware] [added: Delaware] | | [removed: 76-0470458] [added: 76-0470458] |

| [removed: (State] [added: (State] or other [removed: jurisdiction of] [added: jurisdiction of] incorporation or [removed: organization)] [added: organization)] | | [removed: (I.R.S. Employer Identification No.)] [added: (I.R.S. Employer Identification No.)] |

[removed: | 1220] [added: 1220] Augusta [removed: Drive, Suite 600, Houston Texas 77057-2261 | | |][added: Drive, Suite 600, Houston, Texas 77057-2261]

[removed: | (Address] [added: (Address] of principal executive offices) (Zip [removed: Code) | | |][added: Code)]

[removed: (713) 570-3000][added: (713) 570-3000]

[removed: (Registrant's] [added: (Registrant's] telephone number, including area [removed: code)][added: code)]

| [removed: Securities] [added: Securities] Registered Pursuant [removed: to Section] [added: to Section] 12(b) of the [removed: Act] [added: Act] | | [removed: Name] [added: Trading Symbols | | Name] of Each [removed: Exchange on] [added: Exchange on] Which [removed: Registered] [added: Registered] |

| Common Stock, $0.01 par value | | [added: CCI | |] New York Stock Exchange |

| 6.875% Mandatory Convertible Preferred Stock, Series A, $0.01 par value | | [added: CCI.PRA | |] New York Stock Exchange |

[removed: Securities] [added: Securities] Registered Pursuant to Section 12(g) of the Act: [removed: NONE.][added: NONE.]

Yes [removed: x] [added: ☒] No [removed: o][added: ☐]

[removed: Indicated] [added: Indicate] by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [removed: o] [added: ☐] No [removed: x][added: ☒]

Yes [removed: x] [added: ☒] No [removed: o][added: ☐]

Yes [removed: x] [added: ☒] No [removed: o][added: ☐]

Large accelerated filer [removed: x] [added: ☒] Accelerated filer [removed: o] [added: ☐] Non-accelerated filer [removed: o] [added: ☐] Smaller reporting company [removed: o] [added: ☐] Emerging growth company [removed: o][added: ☐]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [removed: o][added: ☐]

Yes [removed: o] [added: ☐] No [removed: x][added: ☒]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately [removed: $44.6] [added: $54.0] billion as of June [removed: 30, 2018,] [added: 28, 2019,] 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: $107.82] [added: $130.35] per share.

[removed: Applicable] [added: Applicable] Only to Corporate [removed: Registrants][added: Registrants]

[removed: Documents] [added: Documents] Incorporated by [removed: Reference][added: Reference]

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: ("2019] [added: ("2020] 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: 2018.][added: 2019.]

[removed: CROWN] [added: CROWN] CASTLE INTERNATIONAL [removed: CORP.][added: CORP.]

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| | | | [removed: Page] [added: Page] |

[removed: | | | [PART I](#s0698B520A6B15AADA927F916A80E91A5) | |][added: PART I]

| Item 1. | | [removed: [Business](#s52A1D32E14015C899619D819C61CB2BE)] [added: [Business](#s4A09D99A3C8C5018ADAAAC2756EE7BE9)] | [removed: [1](#s52A1D32E14015C899619D819C61CB2BE)] [added: [2](#s4A09D99A3C8C5018ADAAAC2756EE7BE9)] |

| Item 1A. | | [Risk [removed: Factors](#s334577BF1C075E349911C9329CC1FC9B)] [added: Factors](#sCF58A6F88D9B5961808BBC9F0A521E9A)] | [removed: [9](#s334577BF1C075E349911C9329CC1FC9B)] [added: [10](#sCF58A6F88D9B5961808BBC9F0A521E9A)] |

or

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| | | | | |

As of March 6, 2020, there were 416,746,380 shares of common stock outstanding.

| | | [PART II](#s7FEC4B60D1C553E59F159574246C434D) | |

| | | [PART IV](#s6363234C070E5892916391BB62E4F426) | |

| [Signatures](#s45B8D0B3333A5F23ADB7AF8F5B43D438) | | | [125](#s45B8D0B3333A5F23ADB7AF8F5B43D438) |

Such forward-looking statements include (1) benefits and opportunities stemming from our strategy, strategic position, business model and capabilities, (2) the strength and growth potential of the U.S. market for shared communications infrastructure investment, (3) expectations regarding anticipated growth in the wireless industry, and consumption of and demand for data, including growth in, and factors driving, consumption and demand, (4) potential benefits of our communications infrastructure (on an individual and collective basis) and expectations regarding demand therefore, including potential benefits and continuity of and factors driving such demand, (5) expectations regarding construction, including duration of our construction projects, and acquisition of communications infrastructure, (6) the utilization of our net operating loss carryforwards ("NOLs"), (7) expectations regarding wireless carriers' focus on improving network quality and expanding capacity, (8) expectations regarding continued adoption and increase in usage of high-bandwidth applications by organizations, (9) expected benefits of future potential spectrum auctions, (10) competitive factors affecting our business, (11) expected use of net proceeds from issuances under the commercial paper program ("CP Program"), (12) assumed conversion of 6.785% Mandatory Convertible Preferred Stock and the impact therefrom

Our filings with the SEC are available through the SEC website at www.sec.gov or through our investor relations website at investor.crowncastle.com.

We use our investor relations website to disclose information about us that may be deemed to be material.

We encourage investors, the media and others interested in us to visit our investor relations website from time to time to review up-to-date information or to sign up for e-mail alerts to be notified when new or updated information is posted on the site.

Explanatory Note

General

Prior to the filing of this Form 10-K, we identified historical errors related to the timing of revenue recognition for our tower installation services.

Specifically, we determined that our historical practice of recognizing the full transaction price as service revenues upon completion of an installation was not acceptable under generally accepted accounting principles in the U.S. ("GAAP").

Instead, a portion of the transaction price for our tower installation services, specifically the amounts associated with permanent improvements recorded as fixed assets, represents a lease component and should be recognized as site rental revenues on a ratable basis over the associated estimated lease term.

Due to these errors, on February 25, 2020, the Audit Committee of our Board of Directors, after considering the recommendation of management and after discussion with our independent registered public accounting firm, PricewaterhouseCoopers LLP, concluded that the following previously issued financial statements should no longer be relied upon: (1) our audited consolidated financial statements and related disclosures for years ended December 31, 2016 through and including 2018, and (2) each of our unaudited condensed consolidated financial statements and related disclosures for the quarterly and year-to-date periods during 2018 and for the first three quarters of fiscal year 2019.

As a result, we have restated our financial statements for the years ended December 31, 2018 and 2017, and quarterly unaudited financial information for the quarterly and year-to-date periods in the year ended December 31, 2018 and first three quarters for the year ended December 31, 2019.

The restatement also affects periods prior to 2017, the cumulative effect of which is reflected as an adjustment to opening "Dividends/distributions in excess of earnings" as of January 1, 2017.

Items Restated in This Filing

For ease of reference, this Annual Report on Form 10-K restates historical information in the following sections:

- Part II, Item 6.

Selected Financial Data

- Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

- Part II, Item 8.

Financial Statements and Supplementary Data

- Part IV, Item 15.

Exhibits, Financial Statement Schedules

Impact of Restatement

The restatement of previously issued consolidated financial statements reduced our net income and diluted earnings per share for the year ended December 31, 2018 by approximately $48 million or $0.11 per share, respectively, and $59 million or $0.16 per share, respectively, for the year ended December 31, 2017.

The cumulative impact of the errors for all previously issued financial statements for the periods through September 30, 2019 was a reduction in net income of approximately $516 million.

The historical errors do not have an impact on the Company’s business operations or net cash flows.

We refer to the adjustments to correct the historical error described above as the "Restatement Adjustments." In addition to the Restatement Adjustments, we have also made other adjustments to the financial statements referenced above to correct errors that were not material to our consolidated financial statements.

Such immaterial adjustments are related to (1) an out-of-period adjustment to reduce 2017 site development service revenues which are now recorded in 2016; and (2) a revision in the presentation of certain tower installation activities from a gross basis to a net basis, including the associated removal of certain amounts historically categorized as capital expenditures.

These immaterial adjustments relate exclusively to our Towers segment.

Collectively, we refer to the Restatement Adjustments and immaterial adjustments as "Historical Adjustments."

Note 2 to our consolidated financial statements illustrates the impact of the Historical Adjustments to our consolidated financial statements for the years ended December 31, 2018 and 2017.

For information on the restatement for years prior to 2017, see "*Item 6.

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

or

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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§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

As of February 22, 2019, there were 415,568,382 shares of common stock outstanding.

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

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

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

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

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.

[removed: Communications Infrastructure][added: *Communications Infrastructure*]

Our towers are located on tracts of land that support the towers, equipment [removed: shelters, and] [added: shelters and,] where applicable, guy-wires to stabilize the tower.

Additionally, we own or lease approximately [removed: 65,000] [added: 80,000] route miles of fiber primarily supporting our small cells and fiber solutions.

[removed: - "Item] [added: *•"Item] 1.

[removed: Business—Overview"] [added: Business—Overview"*] for information regarding our tower and fiber [removed: portfolios][added: portfolios.]

| [removed: •] [added: *•*] | [removed: "Item] [added: *"Item] 7. MD&A—Liquidity and Capital Resources—Contractual Cash [removed: Obligations"] [added: Obligations"*] for a tabular presentation of the remaining contractual obligations related to our business as of December 31, [removed: 2018,] [added: 2019,] including our lease and access agreement obligations. |

| • | [removed: "Schedule] [added: *"Schedule] III - Schedule of Real Estate and Accumulated [removed: Depreciation"] [added: Depreciation"*] for further information on our productive properties. |

Approximately 53% of our towers are leased or subleased or operated and managed under master leases, subleases, or other agreements with AT&T, [removed: Sprint,] [added: Sprint] and T-Mobile.

See note 1 to our consolidated financial statements and [removed: "Item] [added: *"Item] 1A.

Risk [removed: Factors"] [added: Factors"*] for a further discussion.

[removed: Offices][added: *Offices*]

[removed: PART II][added: PART II]

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

[removed: Market] [added: Market] Information and [removed: Holders][added: Holders]

As of [removed: February 22, 2019,] [added: March 6, 2020,] there were approximately [removed: 180] [added: 340] holders of record of our common stock.

[removed: Dividend Policy][added: Dividend Policy]

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

Business—Company Developments, REIT Status and Industry [removed: Update—REIT Status," "Item] [added: Overview—REIT Status,"* *"Item] 1A.

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

The declaration amount and payment of any future dividends, however, are subject to the determination and approval of our board of directors based on then-current or anticipated future conditions, including our earnings, net cash [removed: provided] [added: generated] by operating activities, capital requirements, financial condition, our relative market capitalization, our existing NOLs, or other factors deemed relevant by our board of directors.

In addition, our ability to pay dividends is limited [added: under certain circumstances] by the terms of our debt instruments and our 6.875% Convertible Preferred [removed: Stock under certain circumstances.][added: Stock.]

[removed: Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]

The following table summarizes information with respect to [removed: purchase] [added: purchases] of our equity securities during the fourth quarter of [removed: 2018:][added: 2019:]

| [removed: Period] [added: Period] | | [removed: Total] [added: Total] Number of Shares [removed: Purchased] [added: Purchased] | | | [removed: Average] [added: Average] Price Paid per [removed: Share] [added: Share] | | | | [removed: Total] [added: Total] Number of Shares Purchased as Part of Publicly Announced Plans or [removed: Programs] [added: Programs] | | | [removed: Maximum] [added: Maximum] Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or [removed: Programs] [added: Programs] | |

| | | [removed: (In thousands)] [added: (In thousands)] | | | | | | | | | | | |

We paid [removed: $0.3] [added: approximately $1] million in cash to effect these purchases.

The shares purchased relate to shares withheld in connection with the payment of withholding taxes upon vesting of restricted [removed: stock.][added: stock units.]

[removed: Equity] [added: Equity] Compensation [removed: Plans][added: Plans]

Certain information with respect to our equity compensation plans is set forth in [removed: "Item] [added: *"Item] 12.

Security Ownership of Certain Beneficial Owners and [removed: Management"] [added: Management"*] herein.

[removed: Performance Graph][added: Performance Graph]

The following performance graph is a comparison of the [removed: five year] [added: 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: 2013] [added: 2014] and ending December 31, [removed: 2018.][added: 2019.]

The performance graph assumes an initial investment of [removed: $100.0] [added: $100.00] and the reinvestment of all dividends in our common stock and in each of the indices.

[removed: ][added: ]

| | | [removed: Years] [added: Years] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | | | | | |

| [removed: Company/Index/Market] [added: Company/Index/Market] | | [removed: 2013] [added: 2014] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2018] [added: 2019] | | |

| FTSE NAREIT All Equity REITs Index | | 100.00 | | | | [removed: 128.03] [added: 103.72] | | | | [removed: 132.79] [added: 111.59] | | | | [removed: 142.86] [added: 121.27] | | | | [removed: 155.25] [added: 116.36] | | | | [removed: 148.98] [added: 149.71] | | |

| October 1 - October 31, 2019 | | 1 | | | $ | 137.16 | | | — | | | — | |

| November 1 - November 30, 2019 | | 4 | | | 131.27 | | | | — | | | — | |

| December 1 - December 31, 2019 | | 1 | | | 135.45 | | | | — | | | — | |

| Total | | 6 | | | $ | 133.13 | | | — | | | — | |

| Crown Castle International Corp. | | $ | 100.00 | | | $ | 114.33 | | | $ | 119.50 | | | $ | 158.85 | | | $ | 161.60 | | | $ | 218.91 | |

| S&P 500 Market Index | | 100.00 | | | | 101.38 | | | | 113.51 | | | | 138.29 | | | | 132.23 | | | | 173.86 | | |

| DJ US Telecommunications Equipment Index | | 100.00 | | | | 89.19 | | | | 106.27 | | | | 130.77 | | | | 141.92 | | | | 164.97 | | |

| 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 | | |

The information set forth below should be read in conjunction with [removed: "Item] [added: the *"Explanatory Note,"* *"Item] 1.

[removed: MD&A"] [added: MD&A"*] and our consolidated financial [added: statements, including note 2 to our consolidated financial] statements.

| | [removed: Years] [added: Years] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | | |

| [added: *(In millions of dollars)*] | [removed: 2018] [added: 2019] | | | [removed: (a)] [added: (a) (e)] | [removed: 2017] [added: 2018] | | | [removed: (a)] [added: (a) (e)] | [removed: 2016] [added: 2017] | | | [removed: (a)] [added: (a) (e)] | [removed: 2015] [added: 2016] | | | [removed: (a)] [added: (a) (e)] | [removed: 2014] [added: 2015] | | | [removed: (a)] [added: (a) (e)] |

| [removed: | (In] [added: *(In] millions of dollars, except per share [removed: amounts)] [added: amounts)*] | [added: 2019] | | | [added: (a) (e)] | [added: 2018] | | | [added: (a) (e)] | [added: 2017] | | | [added: (a) (e)] | [added: 2016] | | | [added: (a) (e)] | [added: 2015] | | | [added: (a) (e) |]

| [removed: Statement] [added: Statement] of Operations [removed: Data:] [added: Data:] | | | | | | | | | | | | | | | | | | | | |

| Site rental | [removed: 1,410] [added: 1,462] | | | | [removed: 1,144] [added: 1,410] | | | | [removed: 1,024] [added: 1,144] | | | | [removed: 964] [added: 1,024] | | | | [removed: 906] [added: 964] | | | |

| Selling, general and administrative | [removed: 563] [added: 614] | | | | [removed: 426] [added: 563] | | | | [removed: 371] [added: 426] | | | | [removed: 310] [added: 371] | | | | [removed: 257] [added: 310] | | | |

| Asset write-down charges | [removed: 26] [added: 19] | | | | [removed: 17] [added: 26] | | | | [removed: 34] [added: 17] | | | | [removed: 33] [added: 34] | | | | [removed: 14] [added: 33] | | | |

| Acquisition and integration costs | [removed: 27] [added: 13] | | | | [removed: 61] [added: 27] | | | | [removed: 17] [added: 61] | | | | [removed: 16] [added: 17] | | | | [removed: 34] [added: 16] | | | |

| Depreciation, amortization and accretion | [removed: 1,528] [added: 1,572] | | | | [removed: 1,242] [added: 1,527] | | | | [removed: 1,109] [added: 1,241] | | | | [removed: 1,036] [added: 1,109] | | | | [removed: 986] [added: 1,036] | | | |

| Interest expense and amortization of deferred financing costs | [removed: (642] [added: (683] | | ) | | [removed: (591] [added: (642] | | ) | | [removed: (515] [added: (591] | | ) | | [removed: (527] [added: (515] | | ) | | [removed: (573] [added: (527] | | ) | |

| Gains (losses) on retirement of long-term obligations | [removed: (106] [added: (2] | | ) | | [removed: (4] [added: (106] | | ) | | [removed: (52] [added: (4] | | ) | | [removed: (4] [added: (52] | | ) | | [removed: (45] [added: (4] | | ) | |

| Interest income | [removed: 5] [added: 6] | | | | [removed: 19] [added: 5] | | | | [removed: 1] [added: 19] | | | | [removed: 2] [added: 1] | | | | [removed: —] [added: 2] | | | |

| Other income (expense) | 1 | | | | 1 | | | | [removed: (9] [added: 1] | | [removed: )] | | [removed: 57] [added: (9] | | [added: )] | | [removed: 12] [added: 57] | | | |

| Income (loss) from continuing operations before income taxes | [removed: 690] [added: 881] | | | | [removed: 471] [added: 641] | | | | [removed: 374] [added: 392] | | | | [removed: 474] [added: 323] | | | | [removed: 336] [added: 405] | | | |

| Benefit (provision) for income taxes(c) | [removed: (19] [added: (21] | | ) | | [removed: (26] [added: (19] | | ) | | [removed: (17] [added: (26] | | ) | | [removed: 51] [added: (17] | | [added: )] | | [removed: 11] [added: 51] | | | |

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

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

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

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

| [removed: Dividends on preferred stock and losses] [added: Dividends/distributions] on [removed: purchases of] preferred stock | (113 | | ) | | [removed: (58] [added: (113] | | ) | | [removed: (33] [added: (58] | | ) | | [removed: (44] [added: (33] | | ) | | (44 | | ) | |

| Net income (loss) attributable to CCIC common stockholders | $ | [removed: 558] [added: 747] | | | $ | [removed: 387] [added: 509] | | | $ | [removed: 324] [added: 308] | | | $ | [removed: 1,477] [added: 273] | | | $ | [removed: 347] [added: 1,408] | | |

| Income (loss) from continuing operations attributable to CCIC common stockholders, per common share - basic(d) | $ | [removed: 1.35] [added: 1.80] | | | $ | [removed: 1.01] [added: 1.23] | | | $ | [removed: 0.95] [added: 0.80] | | | $ | [removed: 1.45] [added: 0.80] | | | $ | [removed: 0.91] [added: 1.24] | | |

| Income (loss) from continuing operations attributable to CCIC common stockholders, per common share - diluted(d) | $ | [removed: 1.34] [added: 1.79] | | | $ | [removed: 1.01] [added: 1.23] | | | $ | [removed: 0.95] [added: 0.80] | | | $ | [removed: 1.44] [added: 0.80] | | | $ | [removed: 0.91] [added: 1.23] | | |

| Basic(d)(f) | [removed: 413] [added: 416] | | | | [removed: 382] [added: 413] | | | | [removed: 340] [added: 382] | | | | [removed: 333] [added: 340] | | | | [removed: 332] [added: 333] | | | |

| Diluted(d)(f) | [removed: 415] [added: 418] | | | | [removed: 383] [added: 415] | | | | [removed: 341] [added: 383] | | | | [removed: 334] [added: 341] | | | | [removed: 333] [added: 334] | | | |

| Dividends/distributions declared per share of common stock | $ | [removed: 4.28] [added: 4.58] | | | $ | [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: Years] [added: Years] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | | |

| [removed: Other Data:] [added: Other Data:] | | | | | | | | | | | | | | | | | | | | |

| Net cash provided by (used for) operating activities | $ | [removed: 2,502] [added: 2,698] | | | $ | [removed: 2,043] [added: 2,500] | | | $ | [removed: 1,787] [added: 2,032] | | | $ | [removed: 1,790] [added: 1,776] | | | $ | [removed: 1,594] [added: 1,788] | | |

| Net cash provided by (used for) investing activities | [removed: (1,795] [added: (2,081] | | ) | | [removed: (10,493] [added: (1,793] | | ) | | [removed: (1,429] [added: (10,482] | | ) | | [removed: (1,956] [added: (1,418] | | ) | | [removed: (1,217] [added: (1,954] | | ) | |

| Net cash provided by (used for) financing activities | [removed: (733] [added: (692] | | ) | | [removed: 8,192] [added: (733] | | [added: )] | | [removed: (89] [added: 8,192] | | [removed: )] | | [removed: (952] [added: (89] | | ) | | [removed: (493] [added: (952] | | ) | |

| [removed: Balance] [added: Balance] Sheet Data (at period [removed: end):] [added: end):] | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | $ | [removed: 277] [added: 196] | | | $ | [removed: 314] [added: 277] | | | $ | [removed: 568] [added: 314] | | | $ | [removed: 179] [added: 568] | | | $ | [removed: 151] [added: 179] | | |

| Total debt and other long-term obligations | [removed: 16,682] [added: 18,121] | | | | [removed: 16,159] [added: 16,682] | | | | [removed: 12,171] [added: 16,159] | | | | [removed: 12,150] [added: 12,171] | | | | [removed: 11,804] [added: 12,150] | | | |

| (a) | Inclusive of the impact of acquisitions. See note [removed: 3] [added: 4] to our consolidated financial statements for a discussion of our [removed: acquisitions during 2016 and 2017.] [added: 2017 Acquisitions.] In [added: 2016, we acquired Tower Development Corporation, a portfolio of approximately 330 towers ("TDC Acquisition"). In] 2015, we acquired rights to approximately 10,000 [added: route] miles of fiber [removed: route miles] through the Sunesys Acquisition. [removed: In addition, during 2014, we acquired several portfolios of land interests under towers.] |

| (c) | See note [removed: 10] [added: 11] 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 [removed: share] [added: share,] is computed by dividing net income (loss) attributable to CCIC common stockholders by the weighted-average number of common shares outstanding during the [removed: period,] [added: 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 (including, as applicable, the currently outstanding 6.875% Convertible Preferred Stock, which was issued in [removed: 2017,] [added: 2017] and [added: will automatically convert to shares of common stock in August 2020, and] the [removed: formerly] [added: previously] 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 [added: automatically] converted to [added: shares of] common stock in 2016), as determined under the if-converted method. See note [removed: 2] [added: 3] to our consolidated financial statements. |

| (e) | Amounts reflect the impact of all applicable adopted accounting pronouncements during the periods presented. See note [removed: 2] [added: 3] to our consolidated financial statements. |

Financial information prior to 2019 has been restated to reflect the impact of the Historical Adjustments as discussed in the *"Explanatory Note"* immediately preceding Item 1 of this Annual Report on Form 10-K.

| | | | | | (As Restated)(g) | | | | | | | | | | | | | | | |

| Site rental | $ | 5,093 | | | $ | 4,796 | | | $ | 3,734 | | | $ | 3,284 | | | $ | 3,058 | | |

| Services and other | 670 | | | | 574 | | | | 521 | | | | 564 | | | | 530 | | | |

| Net revenues | 5,763 | | | | 5,370 | | | | 4,255 | | | | 3,848 | | | | 3,588 | | | |

| Services and other | 524 | | | | 434 | | | | 399 | | | | 395 | | | | 352 | | | |

| Total costs of operations | 1,986 | | | | 1,844 | | | | 1,543 | | | | 1,419 | | | | 1,316 | | | |

| Operating income (loss) | 1,559 | | | | 1,383 | | | | 967 | | | | 898 | | | | 877 | | | |

| Income (loss) from continuing operations | 860 | | | | 622 | | | | 366 | | | | 306 | | | | 456 | | | |

| Net income (loss) | 860 | | | | 622 | | | | 366 | | | | 306 | | | | 1,455 | | | |

| Net income (loss) attributable to CCIC stockholders | 860 | | | | 622 | | | | 366 | | | | 306 | | | | 1,452 | | | |

| | | | | | (As Restated)(g) | | | | | | | | | | | | | | | |

| Property and equipment, net | 14,666 | | | | 13,653 | | | | 12,910 | | | | 9,792 | | | | 9,578 | | | |

| Total assets | 38,457 | | | | 32,762 | | | | 32,206 | | | | 22,672 | | | | 21,935 | | | |

| Total CCIC stockholders' equity(f) | 10,489 | | | | 11,571 | | | | 11,925 | | | | 7,222 | | | | 6,805 | | | |

| | |

| --- | --- |

| (g) | See *"Explanatory Note"* immediately preceding Item 1 of this Annual Report on Form 10-K for further information regarding the restatement. See note 2 to our consolidated financial statements for the impacts of the Historical Adjustments on the years ended December 31, 2018 and 2017. For the year ended December 31, 2016, the impact of the Historical Adjustments was an increase to site rental revenues of $51 million and a decrease to services and other revenues of $124 million. For the year ended December 31, 2015, the impact of the Historical Adjustments was an increase to site rental revenues of $40 million and a decrease to services and other revenues of $115 million. |

| 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 | | | |

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

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

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

| 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 | | | |

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

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

| 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 | | | |

| Total CCIC stockholders' equity(f) | 12,034 | | | | 12,339 | | | | 7,557 | | | | 7,089 | | | | 6,716 | | | |

[removed: Crown] [added: Crown] Castle International Corp. and [removed: Subsidiaries][added: Subsidiaries]

[removed: Index] [added: Index] to Consolidated Financial Statements and Financial Statement [removed: Schedules][added: Schedules]

| | [removed: Page] [added: Page] |

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

| [Consolidated Balance Sheet as of December 31, [removed: 201](#sC084C70946F95FC9879441ACA4D2285E)8] [added: 201](#sCB1913AC18735FEC9CE98677A1E61B57)9] and [removed: 2017] [added: 2018] | [removed: [47](#sC084C70946F95FC9879441ACA4D2285E)] [added: [51](#sCB1913AC18735FEC9CE98677A1E61B57)] |

| [Consolidated Statement of Operations and Comprehensive Income (Loss) for each of the three years in the period ended December 31, [removed: 201](#sF581AD96B88A568B87B932D25200ADC1)8] [added: 201](#s44126BF8102251EF8B2470FA9FEF72BC)9] | [removed: [48](#sF581AD96B88A568B87B932D25200ADC1)] [added: [52](#s44126BF8102251EF8B2470FA9FEF72BC)] |

| [Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, [removed: 201](#sE7C4D59E7D655CE1A732B01A84240E5A)8] [added: 201](#s95441763FD8C5B49B3D9A5DFD9F0E316)9] | [removed: [49](#sE7C4D59E7D655CE1A732B01A84240E5A)] [added: [53](#s95441763FD8C5B49B3D9A5DFD9F0E316)] |

| Consolidated Statement of Equity for each of the three years in the period ended December 31, [removed: 2018] [added: 2019] | [removed: [50](#sD611464BDD985ACCAC1EA1CE9D186E17)] [added: [54](#s39FA7C91AB975C7084BA1B797B3AED97)] |

[removed: | [Notes to Consolidated Financial Statements](#sDCF6EF44D6885EA980CEDE84421C4E27) | [53](#sDCF6EF44D6885EA980CEDE84421C4E27) |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

| Schedule II - Valuation and Qualifying Accounts for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] | [removed: [93](#s20245695C60351C5AE21ABCA3CED1A4D)] [added: [123](#sE3F7CD5B8FED582DAC09CB83FB192D37)] |

| Schedule III - Schedule of Real Estate and Accumulated Depreciation for the years ended December 31, [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] | [removed: [94](#s1F4F08238DD7550287938871394D4C2C)] [added: [124](#sAF5572D895565A20A1560DC970D3C9BC)] |

[added: |] Report of Independent Registered Public Accounting Firm [added: | [48](#s4AAB38792A8A5AC79188C4FABB419EB9) |]

[removed: Opinions] [added: Opinions] on the Financial Statements and Internal Control over Financial [removed: Reporting][added: Reporting]

We have audited the accompanying consolidated balance sheets of Crown Castle International Corp. and its subsidiaries (the “Company”) as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the related consolidated statements of operations and comprehensive income (loss), of [removed: cash flows,] [added: equity] and of [removed: equity] [added: cash flows] for each of the three years in the period ended December 31, [removed: 2018,] [added: 2019,] including the related notes and financial statement schedules listed in the [removed: accompanying] index [added: appearing under Item 15(a)(2) for each of the three years in the period ended December 31, 2019 appearing after Item 16] (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: 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: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2018] [added: 2019] in conformity with accounting principles generally accepted in the United States of America.

[removed: Basis] [added: Basis] for [removed: Opinions][added: Opinions]

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in [removed: Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.][added: management's report referred to above.]

[removed: Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting][added: Reporting]