Crown Castle (CCI) 10-K risk factor changes: FY2020 vs FY2019

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

[removed: | • |] [added: -] availability or capacity of our communications infrastructure or associated land interests; [removed: |]

[removed: | • |] [added: -] location of our communications infrastructure; [removed: |]

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

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

[removed: | • |] [added: -] need for integrated networks and organizations; [removed: |]

[removed: | • |] [added: -] availability and cost of spectrum for commercial use; [removed: |]

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

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

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

[removed: | • |] [added: -] governmental regulations and initiatives, including local or state restrictions on the proliferation of communications infrastructure; [removed: |]

[removed: | • |] [added: -] cost of constructing communications infrastructure; [removed: |]

[removed: | • |] [added: -] our market competition, including tenants that may elect to self-perform; [removed: |]

[removed: | • |] [added: -] 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 a substitute or alternative to our communications infrastructure or (2) resulting in the obsolescence or decommissioning of certain existing wireless networks; and [removed: |]

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

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

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

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

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

Tenant consolidation could decrease the demand for our communications infrastructure and services, which in turn may result in a reduction in our revenues or cash [removed: flows.][added: flows and may trigger a review for impairment of certain long-lived assets.]

Business—The Company"* and note [removed: 16] [added: 14] to our consolidated financial statements for further information regarding our largest tenants.

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

[removed: | • |] [added: -] divert [added: capital and] the time or attention of management away from other business operations, including as a result of post-transaction integration activities; [removed: |]

[removed: | • |] [added: -] fail to achieve revenue or margin targets, operational synergies or other benefits contemplated; [removed: |]

[removed: | • |] [added: -] increase operational risk or volatility in our business; [removed: |]

[removed: | • |] [added: -] 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 expected; [removed: |]

[removed: | • |] [added: -] impact our cost structure and result in the need to hire additional employees; [removed: |]

[removed: | • |] [added: -] increase demands on current employees or result in current or prospective employees experiencing uncertainty about their future roles with us, which might adversely affect our ability to retain or attract key employees; or [removed: |]

[removed: | • |] [added: -] result in the need for additional TRSs or contributions of certain assets to TRSs, which are subject to federal and state corporate income taxes. [removed: |]

Our Fiber segment represented [added: 34% and] 33% of our site rental revenues for [removed: each of] the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019, respectively.]

[removed: 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, deployment and ownership of certain network assets, operational oversight requirements, government regulations, growth rates and applicable laws.

[removed: | • |] [added: -] the use of public rights-of-way and franchise agreements; [removed: |]

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

[removed: | • |] [added: -] risks relating to overbuilding; [removed: |]

[removed: | • |] [added: -] risks relating to the specific markets [removed: that] [added: in which] we choose [removed: to operate in] or plan to operate in; [removed: |]

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

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

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

[removed: | • |] [added: -] damage to our assets and the need to maintain, repair, upgrade and periodically replace our assets; [removed: |]

[removed: | • |] [added: -] the risk of failing to properly maintain or operate highly specialized hardware and software; [removed: |]

Our three largest tenants are T-Mobile (which merged with Sprint in April 2020), AT&T and Verizon Wireless.

MD&A—General Overview—Sprint Cancellation"* for a discussion of the accelerated contractual rental payments received in the fourth quarter of 2020 resulting from T-Mobile's cancellation of small cells contracted with Sprint prior to its merger with T-Mobile.

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

- risks relating to construction hazards, including boring, trenching, utility and maintenance of traffic hazards;

In addition, the construction projects (including modifications of existing infrastructure) can pose certain safety risks, including:

- risks resulting from elevated work, including falling hazards;

- risks of third-party non-compliance with safety regulations, industry best practices or other applicable standards;

- risks associated with utility hazards; and

- risk of potential wildfires, including due to welding, grinding, cutting or other construction activity.

In addition, other technologies, such as WiFi, Distributed Antenna Systems ("DAS"), other small cells, blimps, satellite (such as low earth orbiting) and mesh transmission

We have the option to purchase the leased and subleased towers from AT&T at the end of the respective lease or sublease terms for aggregate option payments of approximately $4.2 billion, which payments, if such option is exercised, would be due between 2032 and 2048.

We have the option to purchase in 2037 all (but not less than all) of the leased and subleased towers from T-Mobile for approximately $2.3 billion.

- 15% of our towers are leased or subleased or operated and managed under a master prepaid lease or other related agreements with T-Mobile for a weighted-average initial term of approximately 28 years, weighted on Towers site rental gross margin.

We have the option to purchase the leased and subleased towers from T-Mobile at the end of the respective lease or sublease terms for aggregate option payments of approximately $2.0 billion, which payments, if such option is exercised, would be due between 2035 and 2049.

In addition, through the T-Mobile Acquisition, another 1% of our towers are subject to a lease and sublease or other related arrangements with AT&T.

on those sites, which may have a material adverse effect on our business.

recover from such threats.

Additionally, we could be negatively impacted by other unforeseen events, such as extreme weather events or natural disasters (including as a result of any potential effects of climate change), or acts of vandalism.

There is increasing concern that global climate change is occurring and could result in increased frequency of certain types of natural disasters and extreme weather events.

We cannot predict with certainty the rate at which climate change is occurring or the potential direct or indirect impacts of climate change to our business.

The impact of coronavirus (COVID-19) and related risks could materially affect our financial position, results of operations and cash flows.

The global outbreak of the novel coronavirus (COVID-19) was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020 and has adversely affected the U.S. In response, both the public and private sectors have introduced certain policies and initiatives in an effort to reduce the transmission of COVID-19 ("Initiatives"), such as the imposition of travel restrictions; mandates from federal, state and local authorities to close non-essential businesses and avoid large gatherings of people; quarantine or "shelter-in-place;" and the promotion of social distancing and the adoption of work-from-home and online learning by companies and institutions.

In addition, the continued spread of COVID-19 and the resulting Initiatives have led to a significant economic downturn, global supply chain disruptions and volatility in the global capital markets.

We have modified, and might further modify, our business practices as a result of the COVID-19 pandemic, the economic and social ramifications of the disease, and the societal and governmental responses in the communities in which we operate.

We do not believe that COVID-19 had a material impact on our financial position, results of operations and cash flows for the year ended December 31, 2020.

The extent to which the COVID-19 pandemic will affect our financial position, results of operations and cash flows in the future is difficult to predict with certainty and depends on numerous evolving factors, including: the duration, scope and severity of the pandemic; the roll-out of the COVID-19 vaccine and its effectiveness in curbing the spread of the virus; government, social, business and other actions that have been and will be taken in response to the pandemic; and the effect of the pandemic on short- and long-term general economic conditions.

Among other things, COVID-19 and the Initiatives could (1) adversely affect the ability of our suppliers and vendors to provide products and services to us; (2) result in decreased demand for our communications infrastructure; (3) make it more difficult for us to serve our tenants, including as a result of delays or suspensions in the issuance of permits or other authorizations needed to conduct our business; and (4) increase our cost of capital and adversely impact our access to capital.

Due to factors beyond our knowledge or control, including the duration and severity of COVID-19, as well as third-party actions taken to contain its spread and mitigate its public health effects, at this time we cannot estimate or predict with certainty the impact of COVID-19, the Initiatives or the measures we take in response thereto on our financial position, results of operations and cash flows, particularly over the near- to medium-term, but the impact could be material.

MD&A—General Overview—Coronavirus (COVID-19)"* for further information.

Risks Related to Our Debt and Equity

Business"* and *"Item 7.

MD&A—Liquidity and Capital Resources"*;

CCIC, in the absence of any special conditions, such as a continuing event of default.

See *"Item 7.

Risks Relating to Corporate Compliance

See *"Item 9A.

opportunities.

provisions of the Code, more than (1) 9.8%, by value or number of shares, whichever is more restrictive, of the outstanding shares of our common stock, or (2) 9.8% in aggregate value of the outstanding shares of all classes and series of our capital stock.

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Our four largest tenants are T-Mobile, AT&T, Verizon Wireless and Sprint.

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

For the year ended December 31, 2019, T-Mobile and Sprint represented approximately 21% and 14%, respectively, of our consolidated site rental revenues.

Further, during 2019, we derived approximately 7% and 6% of our consolidated site rental revenues from T-Mobile and Sprint, respectively, on 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 six years of current term remaining on all tenant contracts with both T-Mobile and Sprint.

This potential transaction between T-Mobile and Sprint may result in a decrease or delay in demand for our communications infrastructure and services, 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 networks following the closing of such transaction.

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.

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[removed: See] [added: (a)See] *"Item [removed: 1.][added: 7.]

Site rental revenues represented [removed: 88%] [added: 91%] of our [removed: 2019] [added: 2020] consolidated net revenues.

The vast majority of our site rental revenues is of a recurring nature and has been contracted for in [removed: a] prior [removed: year.][added: years.]

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

The following are certain highlights of our [added: 2021 outlook that impact our] business fundamentals [removed: and results:][added: described above.]

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

[removed: | • |] [added: -] Potential growth resulting from the increasing demand for data [removed: |]

[removed: | ◦ | We] [added: ◦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 internet, and machine-to-machine applications, (3) adoption of other emerging and embedded wireless devices (including smartphones, laptops, tablets, 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 [removed: communications) and] [added: communications),] (7) the availability of additional [removed: spectrum. |][added: spectrum and (8) increased government initiatives to support connectivity throughout the U.S.]

[removed: | ◦ | We] [added: ◦We] expect U.S. wireless carriers will continue to focus on improving network quality and expanding capacity (including through 5G initiatives) by utilizing a combination of towers and small cells. [removed: We believe our product offerings of towers and small cells provide a comprehensive solution to our wireless tenants' growing communications infrastructure needs. |]

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

[removed: | ◦ | Within] [added: ◦Within] our Fiber segment, we are able to generate growth and returns for our stockholders by deploying our fiber for both small cells and fiber solutions tenants. [removed: |]

[removed: | ◦ | Tenant] [added: ◦Tenant] additions on our existing communications infrastructure are achieved at a low incremental operating cost, delivering high incremental returns. [removed: |]

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

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

[removed: | ◦ | During 2019, we paid common stock dividends totaling approximately $1.9 billion. See *"Item 7.] MD&A—General Overview—Common Stock Dividend"* for a discussion of the increase to our quarterly dividend in the fourth quarter of [removed: 2019. |][added: 2020.]

[removed: | ◦ | Investing] [added: ◦Investing] capital efficiently to grow long-term dividends per share [removed: |]

[removed: | • |] [added: -] Discretionary capital expenditures of [removed: $1.9] [added: $1.5] billion, predominately resulting from the construction of new communications infrastructure and improvements to existing communications infrastructure in order to support additional tenants. [removed: |]

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

[removed: | • |] [added: -] Site rental revenues under long-term tenant contracts [removed: |]

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

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

[removed: | ◦ | Weighted-average] [added: ◦Weighted-average] remaining term of approximately five years, exclusive of renewals exercisable at the tenants' option, currently representing approximately [removed: $24] [added: $27] billion of expected future cash inflows. [removed: |]

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

[removed: | ◦ | Approximately 75% of our site rental revenues were derived from T-Mobile, AT&T, Verizon Wireless and Sprint. See also *"Item 1A.] Risk Factors"* and note [removed: 16] [added: 14] to our consolidated financial statements for a further discussion of our largest customers. [removed: |]

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

[removed: | ◦ | Approximately 90% of our Towers site rental gross margin and 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 [removed: that reside] [added: located] on land [removed: interests] that [removed: are] [added: is] owned, including through fee interests and perpetual easements, which represent approximately 40% of our Towers site rental gross margin. [removed: |]

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

[removed: | • |] [added: -] Minimal sustaining capital expenditure requirements [removed: |]

[removed: | ◦ | Sustaining] [added: ◦Sustaining] capital expenditures represented approximately 2% of net revenues. [removed: |]

[removed: | • |] [added: -] Debt portfolio with long-dated maturities extended over multiple years, with the vast majority of such debt having a fixed rate (see [removed: *"Item 7A. Quantitative] [added: notes 7] and [removed: Qualitative Disclosures About Market Risk"* for a further discussion of] [added: 17 to] our [removed: debt) |][added: consolidated financial statements and *"Item 7A.]

[removed: | • |] [added: -] During [removed: 2019,] [added: 2020,] we completed several debt transactions to refinance and extend the maturities of certain of our debt. [removed: See *"Item 7. MD&A—Liquidity and Capital Resources—Financing Activities"* for further discussion of our debt transactions. |]

[removed: | ◦ | As] [added: ◦As] of December 31, [removed: 2019,] [added: 2020, after giving effect to] our [added: February 2021 Senior Notes offering and the use of the net proceeds therefrom, our] outstanding debt has a weighted average interest rate of [removed: 3.8%] [added: 3.2%] and weighted average maturity of approximately [removed: six] [added: ten] years (assuming anticipated repayment dates where applicable). [removed: |]

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

[removed: | • |] [added: -] Significant cash flows from operations [removed: |]

[removed: | ◦ | Net] [added: ◦Net] cash provided by operating activities was [removed: $2.7] [added: $3.1] billion. [removed: |]

[removed: | ◦ | In] [added: ◦In] addition to the positive impact of contractual escalators, we expect to grow our core business of providing access to our communications infrastructure as a result of future anticipated additional demand for our communications infrastructure. [removed: |]

In the aggregate, we paid approximately [removed: $1.9] [added: $2.1] billion in common stock dividends in [removed: 2019.][added: 2020.]

During each of the first three quarters of [removed: 2019,] [added: 2020,] we paid a quarterly common stock dividend of [removed: $1.125] [added: $1.20] per share, totaling approximately [removed: $1.4] [added: $1.5] billion.

In October [removed: 2019,] [added: 2020,] our board of directors declared a quarterly common stock cash dividend of [removed: $1.20] [added: $1.33] per share, which represents an increase of approximately [removed: 7%] [added: 11%] from the quarterly common stock dividend declared during each of the first three quarters of [removed: 2019.][added: 2020.]

We currently expect our common stock dividends over the next 12 months to be a cumulative amount of at least [removed: $4.80] [added: $5.32] per share, or an aggregate amount of approximately [removed: $2.0] [added: $2.3] billion.

Business—REIT Status"* and notes 2 and 9 to our consolidated financial statements)*.*

We believe our product offerings of towers and small cells provide a comprehensive solution to our wireless tenants' growing communications infrastructure needs.

Business—Strategy"*)

◦During 2020, we paid common stock dividends totaling approximately $2.1 billion.

◦Approximately 76% of our site rental revenues were derived from T-Mobile (including revenues previously derived from Sprint), AT&T and Verizon Wireless.

◦Approximately 90% of our Towers site rental gross margin and approximately 80% of our Towers site rental gross margin is derived from towers located on land that we own or control for greater than 10 and 20 years, respectively.

◦After giving effect to our February 2021 issuance of (1) $1.0 billion aggregate principal amount of 1.050% senior unsecured notes due July 2026, (2) $1.0 billion aggregate principal amount of 2.100% senior unsecured notes due April 2031 and (3) $1.25 billion aggregate principal amount of 2.900% senior unsecured notes due April 2041 (collectively, "February 2021 Senior Notes") and the use of the net proceeds therefrom, 92% of our debt has fixed rate coupons.

MD&A—Liquidity and Capital Resources—Financing Activities"* for further discussion of our debt transactions.

MD&A—Liquidity and Capital Resources—Debt Covenants"* for a further discussion of our debt covenants.

- We expect to continue to invest a significant amount of our available capital in the form of discretionary capital expenditures for 2021 based on the anticipated returns on such discretionary investments.

We expect that our discretionary capital expenditures in 2021 will decrease when compared to 2020 as a result of both (1) the completion of certain fiber expansion projects in 2020, and (2) an expected higher proportion of small cell capital expenditures associated with less capital-intensive tenant additions.

- We also expect sustaining capital expenditures of approximately 2% of net revenues for full year 2021, consistent with historical annual levels.

*Sprint Cancellation*

During the fourth quarter of 2020, T-Mobile notified us that it was cancelling approximately 5,700 small cell nodes initially contracted with Sprint ("Sprint Cancellation") prior to its merger with T-Mobile.

The majority of the cancelled small cells were not yet constructed and, upon completion, would have been located at the same locations as other T-Mobile small cells.

The Sprint Cancellation resulted in T-Mobile accelerating payment of all contractual rental obligations associated with the approximately 5,700 small cells as well as the payment of capital costs incurred to date.

We received approximately $308 million from T-Mobile pursuant to the Sprint Cancellation during the fourth quarter of 2020, and recognized receipt of this payment as "Other operating income" on our consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2020.

Additionally, we previously received upfront payments from Sprint for certain small cells subject to the Sprint Cancellation, which we previously recorded as "Deferred revenues" and "Other long-term liabilities" on our consolidated balance sheet.

As a result of the Sprint Cancellation, we recognized the unamortized portion of such upfront payments, or approximately $54 million, as "Other operating income" on our consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2020.

Following the Sprint Cancellation, the Company separately evaluated property and equipment previously recorded related to the cancelled small cells.

The Company wrote-off property and equipment deemed to have no alternative future use, and as a result, recognized approximately $63 million as "Asset write-down charges" on the Company's consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2020.

*Coronavirus (COVID-19)*

In accordance with the U.S. Department of Homeland Security guidance issued in March 2020 designating telecommunications infrastructure and networks as critical infrastructure, we have continued our operations to ensure viability of communications networks, which are essential to public health and safety.

To date, we have taken a variety of measures to ensure the availability of our critical infrastructure, promote the health and safety of our employees, and support the communities in which we operate.

These measures include requiring work-from-home arrangements for a large portion of our workforce, imposing travel restrictions for our employees where practicable, canceling physical participation in meetings, events and conferences, forming an internal committee to monitor and implement procedures for the return of our workforce to an office setting, and other modifications to our business practices.

We will continue to actively monitor the situation and may take further actions as may be required by governmental authorities or that we determine are in the best interests of our employees, tenants, business partners and stockholders.

We do not believe that COVID-19 had a material impact on our financial position, results of operations and cash flows during the year ended December 31, 2020.

Given our access to various sources of liquidity and no near term debt maturities other than Commercial Paper Notes and principal payments on amortizing debt, we currently anticipate that we will be able to maintain sufficient liquidity as we manage through the current environment.

See also *"Item 1A.

Risk Factors"* and *"Item 7.

For a discussion of our results of operations and financial condition for 2019 compared to 2018 that is not included in this 2020 Form 10-K, see *"Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations"* in our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on March 10, 2020.

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| Net income attributable to CCIC stockholders | | | 1,056 | | | | | | 860 | | | | | | 622 | | | | | | 23 | | % | | | | 38 | | % |

(b)Fiber operating profit for the year ended December 31, 2020 is inclusive of $362 million of segment other operating income related to the Sprint Cancellation.

MD&A—General Overview—Sprint Cancellation"* and notes 2 and 15 to our consolidated financial statements for further information regarding the Sprint Cancellation.

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.

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Our interest rate risk [added: as of December 31, 2020] relates primarily to the impact of interest rate movements on the [removed: following:][added: following, after giving effect to our February 2021 Senior Notes offering and the use of the net proceeds therefrom:]

[removed: | • |] [added: -] the potential refinancing of our [removed: $18.1] [added: $19.7] billion in existing debt, compared to [removed: $16.7] [added: $18.2] billion in the prior year; [removed: |]

[removed: | • |] [added: -] our [removed: $3.0] [added: $1.5] billion of floating rate debt representing approximately [removed: 17%] [added: 8%] of total debt, compared to [removed: 21%] [added: 16%] in the prior year; and [removed: |]

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

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

As of December 31, [removed: 2019] [added: 2020] and December 31, [removed: 2018,] [added: 2019,] 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: 2019] [added: 2020] and a discussion of anticipated repayment dates.

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

As a result, a hypothetical unfavorable fluctuation in market interest rates on our existing debt of 1/8 of a percent point over a 12-month period would increase our interest expense by approximately [removed: $4] [added: $2] million.

The following table provides information about our market risk related to changes in interest [removed: rates.][added: rates, after giving effect to our February 2021 Senior Notes offering and the use of the net proceeds therefrom.]

The future principal payments and weighted-average interest rates are presented as of December 31, [removed: 2019.][added: 2020.]

See note [removed: 9] [added: 7] to our consolidated financial statements for additional information regarding our debt.

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

| *(In millions of dollars)* | [removed: 2020] | | [added: 2021] | | [removed: 2021] | | | | 2022 | | | | [added: | |] 2023 | | | | [added: | |] 2024 | | | | [added: | | 2025 | | | | | |] Thereafter | | | | [added: | |] Total | | | | [added: | |] Fair Value(a) | | |

| Variable rate debt(e) | [removed: $] | [removed: 213] | [removed: | (f) |] $ | 88 | | | [added: | |] $ | 117 | | | [added: | |] $ | 176 | | | [added: | |] $ | [removed: 2,398] [added: 1,163] | | | [added: | |] $ | — | | | [added: | |] $ | [removed: 2,992] [added: —] | | | [added: | |] $ | [removed: 2,992] [added: 1,544] | | [added: | | | $ | 1,544 | |]

[removed: | (a) | The] [added: (a)The] fair value of our debt is based on indicative quotes (that is, non-binding quotes) from brokers that require judgment to interpret market information, including implied credit spreads for similar borrowings on recent trades or bid/ask offers. [removed: These fair values are not necessarily indicative of the amount, which could be realized in a current market exchange. |]

[removed: | (b) |] The [removed: impact of principal payments that will commence following the anticipated repayment dates is not considered. The] Tower Revenue Notes have principal amounts of $300 million, $250 million, $700 million and $750 million, with anticipated repayment dates in 2022, 2023, 2025 and 2028, respectively. [removed: |]

[removed: | (c) | The] [added: (c)The] average interest rate represents the weighted-average stated coupon rate (see also footnote (d)). [removed: |]

[removed: | (d) | If the Tower Revenue Notes are not repaid in full by the applicable anticipated repayment dates, the applicable interest rate increases by approximately 5% per annum and monthly principal payments commence using the Excess Cash Flow (as defined in the indenture governing the applicable Tower Revenue Notes) of the issuers of the Tower Revenue Notes.] The Tower Revenue Notes are presented based on their contractual maturity dates ranging from 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 Tower Revenue Notes The full year [removed: 2019] [added: 2020] Excess Cash Flow of the issuers of the Tower Revenue Notes was approximately [removed: $764] [added: $815] million. [removed: We currently expect to refinance these notes on or prior to the respective anticipated repayment dates. |]

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

As of December 31, 2020, after giving effect to our February 2021 Senior Notes offering and the use of the net proceeds therefrom, we had $1.5 billion of floating rate debt, none of which had LIBOR floors.

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| Fixed rate debt(b) | | | $ | 42 | | | | | $ | 37 | | | | | $ | 1,783 | | | | | $ | 778 | | | | | $ | 525 | | | | | $ | 15,030 | | | | | $ | 18,195 | | | | | $ | 19,914 | |

| Average interest rate(b)(c)(d) | | | 4.3 | | % | | | | 4.5 | | % | | | | 3.6 | | % | | | | 3.3 | | % | | | | 1.5 | | % | | | | 4.0 | | % | | | | 3.9 | | % | | | | | | |

| Average interest rate(e) | | | 1.3 | | % | | | | 1.3 | | % | | | | 1.5 | | % | | | | 1.8 | | % | | | | — | | % | | | | — | | % | | | | 1.7 | | % | | | | | | |

These fair values are not necessarily indicative of the amount, which could be realized in a current market exchange.

(b)The impact of principal payments that will commence following the anticipated repayment dates is not considered.

(d) If the Tower Revenue Notes are not repaid in full by the applicable anticipated repayment dates, the applicable interest rate increases by approximately 5% per annum and monthly principal payments commence using the Excess Cash Flow (as defined in the indenture governing the applicable Tower Revenue Notes) of the issuers of the Tower Revenue Notes.

We currently expect to refinance these notes on or prior to the respective anticipated repayment dates.

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

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

| Average interest rate(b)(c)(d) | 4.4 | | % | | 2.9 | | % | | 5.2 | | % | | 4.2 | | % | | 3.3 | | % | | 5.2 | | % | | 4.6 | | % | | | | |

| Average interest rate(e) | 2.3 | | % | | 2.6 | | % | | 2.6 | | % | | 2.6 | | % | | 2.7 | | % | | — | | % | | 2.7 | | % | | | | |

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

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) [removed: Fiber.][added: Fiber, which includes both small cells and fiber solutions.]

[removed: | ◦ |] Approximately 56% and 71% of our towers are located in the 50 and 100 largest U.S. basic trading areas ("BTAs"), respectively. [removed: Our towers have a significant presence in each of the top 100 BTAs. |]

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

[removed: | ◦ |] The contracts for the land under our towers have an average total remaining life of approximately [removed: 35] [added: 36] years (including all renewal terms exercisable at our option), weighted based on Towers site rental gross margin. [removed: |]

[removed: | ◦ |] The majority of our small cells and fiber are located in major metropolitan areas, including a presence within every major U.S. market. [removed: |]

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

[removed: | • |] Our largest tenants are [removed: T-Mobile, AT&T, Verizon Wireless] [added: T-Mobile (which merged with Sprint in April 2020), AT&T] and [removed: Sprint,] [added: Verizon Wireless,] which collectively accounted for approximately [removed: 75%] [added: 76%] of our [removed: 2019] [added: 2020] consolidated site rental [removed: revenues. |][added: revenues (including revenues previously derived from Sprint).]

[removed: | • |] Site rental revenues represented [removed: 88%] [added: 91%] of our [removed: 2019] [added: 2020] consolidated net revenues, of which approximately [removed: 67%] [added: 66%] and [removed: 33%] [added: 34%] were from our Towers segment and our Fiber segment, respectively. [removed: |]

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

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

[removed: | • |] Our site rental revenues derived from our fiber solutions tenants (including from organizations with high-bandwidth and multi-location [removed: demands),] [added: demands)] typically result from 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. [removed: |]

[removed: | • |] Exclusive of renewals exercisable at the tenants' option, our tenant contracts have a weighted-average remaining life of approximately five years and represent [removed: $24] [added: $27] billion of expected future cash inflows. [removed: |]

[removed: | • | *Return cash generated by operating activities to common stockholders in the form of dividends*.] We believe that distributing a meaningful portion of our cash generated by operating activities appropriately provides common stockholders with increased certainty for a portion of expected long-term stockholder value while still allowing us to retain sufficient flexibility to invest in our business and deliver growth. [removed: 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: | • |] [added: -] *Invest capital efficiently to grow cash flows and long-term dividends per share.* In addition to adding tenants to existing communications infrastructure, we seek to invest our available capital, including the net cash generated by our operating activities and external financing sources, in a manner that will increase long-term stockholder value on a risk-adjusted basis. [removed: 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): |]

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

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

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

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

[removed: | ◦ | purchases] [added: ◦purchases] of shares of our common stock from time to time; and [removed: |]

[removed: | ◦ | purchases,] [added: ◦purchases,] repayments or redemptions of our debt. [removed: |]

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

In addition, we could, [removed: in] [added: under] 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.

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

See [removed: note 11] [added: notes 2 and 9] 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: 3] [added: 2] and [removed: 11] [added: 9] to our consolidated financial statements).

[removed: *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 [removed: growth in] factors such as [added: growth in] (1) mobile entertainment (such as mobile video, mobile applications and social networking), (2) mobile internet usage [removed: (such as email and] [added: (supporting] web [removed: browsing),] [added: browsing and trends in telehealth, remote working and other remote communications),] (3) machine-to-machine applications or the "Internet of Things" (such as [added: connected cars and] smart city technologies), and (4) the adoption of other bandwidth-intensive applications (such as cloud services and video communications).

[removed: | • | Consumers'] [added: - consumers'] growing wireless data consumption likely resulting in major wireless carriers continuing to upgrade and enhance their [removed: networks, including] [added: networks] through the [added: efficient] use of both towers and small cells, [added: including] in [added: connection with 5G deployments, in] an effort to improve network quality and capacity and customer retention or satisfaction; [removed: |]

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

[removed: | • | Next-generation] [added: - next-generation] technologies and new uses for wireless communications may potentially result in new entrants or increased demand in the wireless industry, which may include companies involved in the continued evolution and deployment of the Internet of [removed: Things (such as connected cars, smart cities and virtual reality); and |][added: Things;]

[removed: | • | The] [added: - the] continued adoption of bandwidth-intensive applications could result in demand for high-capacity, multi-location, fiber-based network [removed: solutions. |][added: solutions; and]

MD&A—General Overview"* and note [removed: 16] [added: 14] to our consolidated financial statements.

We acquired ownership interests or exclusive rights to the majority of our towers directly or indirectly from the [removed: four] largest U.S. wireless carriers (or their predecessors) through transactions consummated since 1999, including transactions with (1) AT&T in 2013 ("AT&T Acquisition"), (2) T-Mobile in 2012 ("T-Mobile Acquisition"), (3) Global Signal Inc. in 2007 ("Global Signal Acquisition"), which had originally acquired the majority of its towers from [removed: Sprint,] [added: Sprint (prior to Sprint's merger with T-Mobile, which was completed in 2020),] (4) companies now part of Verizon Wireless in 1999 and 2000 and (5) companies now part of AT&T in 1999 and 2000.

See note [removed: 5] [added: 3] to our consolidated financial statements for a tabular presentation of the minimum rental payments due to us by tenants pursuant to tenant contracts without consideration of tenant renewal options.

As of December 31, [removed: 2019,] [added: 2020,] the average number of tenants (calculated as a unique license together with any related amendments thereto) per tower is approximately 2.1.

The following chart sets forth the number of existing tenants per tower as of December 31, [removed: 2019] [added: 2020] (see *"Item 7.

[removed: | • |] [added: -] Our small cells offload data traffic from towers and bolster our tenants' network capacity where data demand is the [removed: greatest,] [added: greatest] and are typically attached to public right-of-way infrastructure, including utility poles and street lights. [removed: |]

[removed: | • | We offer certain fiber solutions to organizations with high-bandwidth and multi-location demands.] Our fiber solutions provide essential connectivity resources needed to create integrated networks and support organizations. [removed: |]

Our fiber assets include those [added: we] acquired from: (1) NextG Networks, Inc. in 2012 [removed: ("NextG Acquisition"),] [added: ,] (2) Quanta Fiber Networks, Inc. in [removed: 2015 ("Sunesys Acquisition"),] [added: 2015,] (3) FPL FiberNet Holdings, LLC and certain other subsidiaries of NextEra Energy, Inc. in [removed: 2017 ("FiberNet Acquisition"),] [added: 2017,] (4) Wilcon Holdings LLC in 2017 [removed: ("Wilcon Acquisition")] and (5) LTS Group Holdings LLC in [removed: 2017 ("Lightower Acquisition").][added: 2017.]

The average monthly rental payment from a new tenant can vary based on the amount or cost of (1) construction for initial and subsequent tenants, (2) fiber strand requirements and supply, (3) equipment at the [removed: site and] [added: site,] (4) [added: the region in the U.S. where the fiber is located and (5)] any upfront payment received.

Business—REIT Status"* and notes 2 and 9 to our consolidated financial statements.

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, both through acquisitions 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 seek to generate cash flow growth and stockholder return by deploying our fiber for both small cells' and fiber solutions' tenants.

Our towers have a significant presence in each of the top 100 BTAs.

See note 14 to our consolidated financial statements for further information regarding our largest tenants.

Within our Fiber segment, 70% and 30% of our 2020 Fiber site rental revenues related to fiber solutions and small cells, respectively.

*•Grow cash flows from our existing communications infrastructure.* We are focused on maximizing the recurring site rental cash flows generated from providing our tenants with long-term access to our shared infrastructure 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 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.

- *Return cash generated by operating activities to common stockholders in the form of dividends*.

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.

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):

REIT Status

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

of the corporate alternative minimum tax for years beginning in 2018 and limitations on the deductibility of interest expense.

Risk Factors"* for risks associated with our REIT Status.

Industry Overview

- increased government initiatives to expand broadband infrastructure to support connectivity throughout the U.S.

- We offer certain fiber solutions to organizations with high-bandwidth and multi-location demands.

(a)Includes revenues previously derived from Sprint.

On April 1, 2020, T-Mobile and Sprint announced the completion of their previously disclosed merger.

Human Capital

The people who work for Crown Castle are essential to our ability to execute on our strategy.

At January 31, 2021, we employed approximately 4,900 people, all of whom were based in the U.S. Of our total employees, approximately 24% were field workers.

From time to time, we also add contingent workers to support our business.

We believe attracting, developing and retaining talented employees is paramount to serving our customers and our communities and creating value for our shareholders.

Our B3 values (Be Real, Be Accountable and Be an Owner) shape our culture, drive our decision-making and guide our interactions with one another and our customers.

For 2020, our voluntary employee turnover rate was approximately 3.5%.

Our 2020 annual employee survey indicated strong employee engagement exceeding U.S. company norms.

We continue to focus on building a more diverse workforce and a more inclusive community to make our company stronger and more innovative.

We actively partner with non-profit and community organizations to create a diverse talent pipeline.

In addition, our board of directors is currently comprised of 40% female or racially diverse directors, including each of the four most recently appointed directors.

The well-being of our employees is a crucial element of our safety culture, employee engagement and productivity.

We offer a competitive total rewards package which includes market-based pay, performance-based annual incentive awards, healthcare and retirement benefits, parental and family leave, holiday and paid time off and tuition assistance.

We further invest in our employees' professional growth and development by providing resources and opportunities to hone their skills and expand their subject-matter expertise, which empowers them to advance their careers and enables our business to prosper.

See also *"Item 7.

Below is certain information concerning our core business:

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

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| • | Below is certain information regarding our Towers segment: |

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| • | Below is certain information regarding our Fiber segment: |

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

Certain information concerning our tenant contracts is as follows:

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| *•* | *Grow cash flows from our existing communications infrastructure.* We are focused on maximizing the recurring site rental cash flows generated from providing our tenants with long-term access to our shared infrastructure 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 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. |

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See the disclosure in notes [removed: 11] [added: 9] and [removed: 14] [added: 12] to our consolidated financial statements set forth in Part II, Item 8 of this [removed: Annual Report on] [added: 2020] Form 10-K.

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

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

For the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2019][added: 2020]

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

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

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

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

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

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

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

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

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

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately [removed: $54.0] [added: $69.4] billion as of June [removed: 28, 2019,] [added: 30, 2020,] 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: $130.35] [added: $167.35] per share.

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: ("2020] [added: ("2021] 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: 2019.][added: 2020.]

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

| Item 1. | | [removed: [Business](#s4A09D99A3C8C5018ADAAAC2756EE7BE9)] | [removed: [2](#s4A09D99A3C8C5018ADAAAC2756EE7BE9)] | [added: | | [Business](#ia1dd4efa0118456497519a40e08200fa_16) | | | [4](#ia1dd4efa0118456497519a40e08200fa_16) | | |]

| Item 1A. | | [added: | | | |] [Risk [removed: Factors](#sCF58A6F88D9B5961808BBC9F0A521E9A)] [added: Factors](#ia1dd4efa0118456497519a40e08200fa_19)] | [removed: [10](#sCF58A6F88D9B5961808BBC9F0A521E9A)] | [added: | [12](#ia1dd4efa0118456497519a40e08200fa_19) | | |]

| Item 1B. | | [added: | | | |] [Unresolved Staff [removed: Comments](#sD3966BC9546150549CA84FEB5CEC113F)] [added: Comments](#ia1dd4efa0118456497519a40e08200fa_22)] | [removed: [22](#sD3966BC9546150549CA84FEB5CEC113F)] | [added: | [24](#ia1dd4efa0118456497519a40e08200fa_22) | | |]

| Item 2. | | [removed: [Properties](#s1110B57DAEE452C692E3ABA139C302F2)] | [removed: [22](#s1110B57DAEE452C692E3ABA139C302F2)] | [added: | | [Properties](#ia1dd4efa0118456497519a40e08200fa_25) | | | [24](#ia1dd4efa0118456497519a40e08200fa_25) | | |]

| Item 3. | | [added: | | | |] [Legal [removed: Proceedings](#s58CCB50A296A56A4929457DF3B0AEF7A)] [added: Proceedings](#ia1dd4efa0118456497519a40e08200fa_28)] | [removed: [22](#s58CCB50A296A56A4929457DF3B0AEF7A)] | [added: | [24](#ia1dd4efa0118456497519a40e08200fa_28) | | |]

| Item 4. | | [added: | | | |] [Mine Safety [removed: Disclosures](#sFC430AC4513E53238EE3B644B90DF431)] [added: Disclosures](#ia1dd4efa0118456497519a40e08200fa_31)] | [removed: [22](#sFC430AC4513E53238EE3B644B90DF431)] | [added: | [24](#ia1dd4efa0118456497519a40e08200fa_31) | | |]

| Item 5. | | [added: | | | |] [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s2DAF3A529D5959D3A36A6C433D40D53C)] [added: Securities](#ia1dd4efa0118456497519a40e08200fa_37)] | [removed: [23](#s2DAF3A529D5959D3A36A6C433D40D53C)] | [added: | [25](#ia1dd4efa0118456497519a40e08200fa_37) | | |]

| Item 6. | | [added: | | | |] [Selected Financial [removed: Data](#s3589863A18295E719174F04CE8979478)] [added: Data](#ia1dd4efa0118456497519a40e08200fa_40)] | [removed: [25](#s3589863A18295E719174F04CE8979478)] | [added: | [27](#ia1dd4efa0118456497519a40e08200fa_40) | | |]

| Item 7. | | [added: | | | |] [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s967316B96CAC5FBAA2DDEFED33E168F8)] [added: Operations](#ia1dd4efa0118456497519a40e08200fa_46)] | [removed: [27](#s967316B96CAC5FBAA2DDEFED33E168F8)] | [added: | [27](#ia1dd4efa0118456497519a40e08200fa_46) | | |]

| Item 7A. | | [added: | | | |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#sD4BE62C0BC3A58928BEDB65F82B03C97)] [added: Risk](#ia1dd4efa0118456497519a40e08200fa_58)] | [removed: [45](#sD4BE62C0BC3A58928BEDB65F82B03C97)] | [added: | [44](#ia1dd4efa0118456497519a40e08200fa_58) | | |]

| Item 8. | | [added: | | | |] [Financial Statements and Supplementary [removed: Data](#sC7D2729F256E5BBF92310C99E8F8E79A)] [added: Data](#ia1dd4efa0118456497519a40e08200fa_64)] | [removed: [47](#sC7D2729F256E5BBF92310C99E8F8E79A)] | [added: | [46](#ia1dd4efa0118456497519a40e08200fa_64) | | |]

| Item 9. | | [added: | | | |] [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#sD4130A1DB66250D1BAE60AEEC7D3912C)] [added: Disclosure](#ia1dd4efa0118456497519a40e08200fa_163)] | [removed: [111](#sD4130A1DB66250D1BAE60AEEC7D3912C)] | [added: | [85](#ia1dd4efa0118456497519a40e08200fa_163) | | |]

| Item 9A. | | [added: | | | |] [Controls and [removed: Procedures](#s204E35DDB8D45F588728ED2221E40E3E)] [added: Procedures](#ia1dd4efa0118456497519a40e08200fa_166)] | [removed: [111](#s204E35DDB8D45F588728ED2221E40E3E)] | [added: | [85](#ia1dd4efa0118456497519a40e08200fa_166) | | |]

| Item 9B. | | [added: | | | |] [Other [removed: Information](#s79EE16FE96745FC3B6B995F0E8495DBB)] [added: Information](#ia1dd4efa0118456497519a40e08200fa_169)] | [removed: [112](#s79EE16FE96745FC3B6B995F0E8495DBB)] | [added: | [86](#ia1dd4efa0118456497519a40e08200fa_169) | | |]

| | | [removed: [PART III](#s1C35A2D3599D5A0A8830EB26C0353306)] | | [added: | | [PART III](#ia1dd4efa0118456497519a40e08200fa_172) | | | | | |]

| Item 10. | | [added: | | | |] [Directors and Executive Officers of the [removed: Registrant](#s416949848F3D5F8C858CE45A7509C716)] [added: Registrant](#ia1dd4efa0118456497519a40e08200fa_175)] | [removed: [112](#s416949848F3D5F8C858CE45A7509C716)] | [added: | [86](#ia1dd4efa0118456497519a40e08200fa_175) | | |]

| Item 11. | | [added: | | | |] [Executive [removed: Compensation](#s39AB510EBA0A568EAF149AE5C0F78000)] [added: Compensation](#ia1dd4efa0118456497519a40e08200fa_178)] | [removed: [112](#s39AB510EBA0A568EAF149AE5C0F78000)] | [added: | [86](#ia1dd4efa0118456497519a40e08200fa_178) | | |]

| Item 12. | | [added: | | | |] [Security Ownership of Certain Beneficial Owners and [removed: Management](#s5EF6DC0E206055E9BF21B1718B5D51D1)] [added: Management](#ia1dd4efa0118456497519a40e08200fa_181)] | [removed: [113](#s5EF6DC0E206055E9BF21B1718B5D51D1)] | [added: | [86](#ia1dd4efa0118456497519a40e08200fa_181) | | |]

| Item 13. | | [added: | | | |] [Certain Relationships and Related [removed: Transactions](#s21714A7AB8F5574C9AEBC5D542CC570F)] [added: Transactions](#ia1dd4efa0118456497519a40e08200fa_184)] | [removed: [113](#s21714A7AB8F5574C9AEBC5D542CC570F)] | [added: | [86](#ia1dd4efa0118456497519a40e08200fa_184) | | |]

| Item 14. | | [added: | | | |] [Principal Accounting Fees and [removed: Services](#s6405183F3C9C5A33BA46A2E952687B29)] [added: Services](#ia1dd4efa0118456497519a40e08200fa_187)] | [removed: [113](#s6405183F3C9C5A33BA46A2E952687B29)] | [added: | [87](#ia1dd4efa0118456497519a40e08200fa_187) | | |]

| Item 15. | | [added: | | | |] [Exhibits, Financial Statement [removed: Schedules](#sC84096E764B356148E52DE9475DFEC6B)] [added: Schedules](#ia1dd4efa0118456497519a40e08200fa_193)] | [removed: [114](#sC84096E764B356148E52DE9475DFEC6B)] | [added: | [88](#ia1dd4efa0118456497519a40e08200fa_193) | | |]

| Item 16. | | [added: | | | |] [Form 10-K [removed: Summary](#s88A4A5E5053B55139FE5AC1175C79E01)] [added: Summary](#ia1dd4efa0118456497519a40e08200fa_199)] | [removed: [122](#s88A4A5E5053B55139FE5AC1175C79E01)] | [added: | [96](#ia1dd4efa0118456497519a40e08200fa_199) | | |]

This Annual Report on Form 10-K [added: ("2020 Form 10-K")] contains forward-looking statements that are based on our management's expectations as of the filing date of this report with the Securities and Exchange Commission ("SEC").

In addition, words such as "estimate," "anticipate," "project," "plan," "intend," "believe," "expect," "likely," "predicted," "positioned," "continue," "target," [added: "seek," "focus"] and any variations of these words and similar expressions are intended to identify forward-looking statements.

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Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

As of February 17, 2021, there were 431,311,859 shares of common stock outstanding.

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| | | | | | | [PART I](#ia1dd4efa0118456497519a40e08200fa_13) | | | | | |

| | | | | | | [PART II](#ia1dd4efa0118456497519a40e08200fa_34) | | | | | |

| | | | | | | [PART IV](#ia1dd4efa0118456497519a40e08200fa_190) | | | | | |

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| [Signatures](#ia1dd4efa0118456497519a40e08200fa_211) | | | | | | | | | [99](#ia1dd4efa0118456497519a40e08200fa_211) | | |

Interpretation and Other Information

On November 19, 2020 the SEC adopted amendments to Items 301, 302 and 303 of Regulation S-K, which became effective on February 10, 2021.

Although mandatory compliance is not required until our fiscal year ending December 31, 2021, early adoption is permitted, and we have elected to early adopt amended Items 301, 302 and 303 of Regulation S-K in this 2020 Form 10-K.

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

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

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| | | [PART I](#s84AB5DB05230537D8FDC60B032ABD1AB) | |

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

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

| | | | |

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

Interpretation

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.

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

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

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

- *"Item 7.

MD&A—Liquidity and Capital Resources—Material Cash Requirements"* for information regarding our lease obligations.

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

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

Market Information and Holders

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

As of March 6, 2020, there were approximately 340 holders of record of our common stock.

Dividend Policy

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

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 any available NOLs (determined without regard to the dividends paid deduction and excluding net capital gain).

See also *"Item 1.

Business—Company Developments, REIT Status and Industry Overview—REIT Status,"* *"Item 1A.

Risk Factors," "Item 7.

MD&A—General Overview—Common Stock Dividend," "Item 7.

MD&A—Liquidity and Capital Resources—Financing Activities—Common Stock"* and notes 11 and 12 to our consolidated financial statements.

Over time, we expect to increase our dividend per share generally commensurate with our realized growth in cash flows.

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 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 under certain circumstances by the terms of our debt instruments and our 6.875% Convertible Preferred Stock.

Issuer Purchases of Equity Securities

The following table summarizes information with respect to purchases of our equity securities during the fourth quarter of 2019:

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

| | | (In thousands) | | | | | | | | | | | |

| 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 | | | — | | | — | |

We paid 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 stock units.

Equity Compensation Plans

Certain information with respect to our equity compensation plans is set forth in *"Item 12.

Security Ownership of Certain Beneficial Owners and Management"* herein.

Performance Graph

The following performance graph is a comparison of the five-year cumulative total stockholder return on our common stock against the cumulative total return of the S&P 500 Market Index, the Dow Jones U.S. Telecommunications Equipment Index and the FTSE NAREIT All Equity REITs Index for the period commencing December 31, 2014 and ending December 31, 2019.

The performance graph assumes an initial investment of $100.00 and the reinvestment of all dividends in our common stock and in each of the indices.

The performance graph and related text are based on historical data and are not necessarily indicative of future performance.


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Market Information and Holders

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

As of February 17, 2021, there were approximately 480 holders of record of our common stock.

Dividend Policy

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

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 any available NOLs (determined without regard to the dividends paid deduction and excluding net capital gain).

See also *"Item 1.

Business—REIT Status"* *"Item 1A.

Risk Factors," "Item 7.

MD&A—General Overview—Common Stock Dividend," "Item 7.

MD&A—Liquidity and Capital Resources—Financing Activities—Common Stock"* and notes 9 and 10 to our consolidated financial statements.

Over time, we expect to increase our dividend per share generally commensurate with our growth in cash flows.

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 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 under certain circumstances by the terms of our debt instruments.

Issuer Purchases of Equity Securities

The following table summarizes information with respect to purchases of our equity securities during the fourth quarter of 2020:

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

| | | | | | | *(In thousands)* | | | | | | | | | | | | | | | | | | | | |

| October 1 - October 31, 2020 | | | | | | 1 | | | | | | $ | 167.36 | | | | | — | | | | | | — | | |

| November 1 - November 30, 2020 | | | | | | 3 | | | | | | 161.80 | | | | | | — | | | | | | — | | |

| December 1 - December 31, 2020 | | | | | | 1 | | | | | | 158.57 | | | | | | — | | | | | | — | | |

| Total | | | | | | 5 | | | | | | $ | 162.02 | | | | | — | | | | | | — | | |

We paid 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 stock units.

Performance Graph

The following performance graph is a comparison of the five-year cumulative total stockholder return on our common stock against the cumulative total return of the S&P 500 Market Index, the Dow Jones U.S. Telecommunications Equipment Index and the FTSE NAREIT All Equity REITs Index for the period commencing December 31, 2015 and ending December 31, 2020.

The performance graph assumes an initial investment of $100.00 and the reinvestment of all dividends in our common stock and in each of the indices.

The performance graph and related text are based on historical data and are not necessarily indicative of future performance.

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| | | | | | | Years Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Company/Index/Market | | | | | | 2015 | | | | | | 2016 | | | | | | 2017 | | | | | | 2018 | | | | | | 2019 | | | | | | 2020 | | |

| Crown Castle International Corp. | | | | | | $ | 100.00 | | | | | $ | 104.52 | | | | | $ | 138.93 | | | | | $ | 141.34 | | | | | $ | 191.47 | | | | | $ | 221.35 | |

| S&P 500 Market Index | | | | | | 100.00 | | | | | | 111.96 | | | | | | 136.40 | | | | | | 130.42 | | | | | | 171.49 | | | | | | 203.04 | | |

| DJ U.S. Telecommunications Equipment Index | | | | | | 100.00 | | | | | | 119.14 | | | | | | 146.61 | | | | | | 159.12 | | | | | | 184.95 | | | | | | 189.24 | | |

| FTSE Nareit All Equity REITs Index | | | | | | 100.00 | | | | | | 107.59 | | | | | | 116.92 | | | | | | 112.19 | | | | | | 144.35 | | | | | | 136.96 | | |

The performance graph above and related text are being furnished solely to accompany this 2020 Form 10-K pursuant to Item 201(e) of Regulation S-K, and are not being filed for purposes of Section 18 of the Exchange Act, and are not to be incorporated by reference into any filing of ours, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

N/A

Our selected historical consolidated financial and other data set forth below have been derived from 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.

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

Business," "Item 7.

MD&A"* and our consolidated financial statements, including note 2 to our consolidated financial statements.

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

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| | Years Ended December 31, | | | | | | | | | | | | | | | | | | | |

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

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

| Statement of Operations Data: | | | | | | | | | | | | | | | | | | | | |

| Net revenues: | | | | | | | | | | | | | | | | | | | | |

| 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 | | | |

| Operating expenses: | | | | | | | | | | | | | | | | | | | | |

| Costs of operations(b): | | | | | | | | | | | | | | | | | | | | |

| Site rental | 1,462 | | | | 1,410 | | | | 1,144 | | | | 1,024 | | | | 964 | | | |

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

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

| Selling, general and administrative | 614 | | | | 563 | | | | 426 | | | | 371 | | | | 310 | | | |

| Asset write-down charges | 19 | | | | 26 | | | | 17 | | | | 34 | | | | 33 | | | |

| Acquisition and integration costs | 13 | | | | 27 | | | | 61 | | | | 17 | | | | 16 | | | |

| Depreciation, amortization and accretion | 1,572 | | | | 1,527 | | | | 1,241 | | | | 1,109 | | | | 1,036 | | | |

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

| Interest expense and amortization of deferred financing costs | (683 | | ) | | (642 | | ) | | (591 | | ) | | (515 | | ) | | (527 | | ) | |

| Gains (losses) on retirement of long-term obligations | (2 | | ) | | (106 | | ) | | (4 | | ) | | (52 | | ) | | (4 | | ) | |

| Interest income | 6 | | | | 5 | | | | 19 | | | | 1 | | | | 2 | | | |

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

| Income (loss) from continuing operations before income taxes | 881 | | | | 641 | | | | 392 | | | | 323 | | | | 405 | | | |

| Benefit (provision) for income taxes(c) | (21 | | ) | | (19 | | ) | | (26 | | ) | | (17 | | ) | | 51 | | | |

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

| Discontinued operations: | | | | | | | | | | | | | | | | | | | | |

| Income (loss) from discontinued operations, net of tax | — | | | | — | | | | — | | | | — | | | | 20 | | | |

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

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

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

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

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

| Report of Independent Registered Public Accounting Firm | [removed: [48](#s4AAB38792A8A5AC79188C4FABB419EB9)] | [added: | [47](#ia1dd4efa0118456497519a40e08200fa_67) | | |]

| [Consolidated Balance Sheet as of December 31, [removed: 201](#sCB1913AC18735FEC9CE98677A1E61B57)9] [added: 20](#ia1dd4efa0118456497519a40e08200fa_70)20] and [removed: 2018] [added: 2019] | [removed: [51](#sCB1913AC18735FEC9CE98677A1E61B57)] | [added: | [49](#ia1dd4efa0118456497519a40e08200fa_70) | | |]

| [Consolidated Statement of Operations and Comprehensive Income (Loss) for each of the three years in the period ended December 31, [removed: 201](#s44126BF8102251EF8B2470FA9FEF72BC)9] [added: 20](#ia1dd4efa0118456497519a40e08200fa_76)[2](#ia1dd4efa0118456497519a40e08200fa_76)0] | [removed: [52](#s44126BF8102251EF8B2470FA9FEF72BC)] | [added: | [50](#ia1dd4efa0118456497519a40e08200fa_76) | | |]

| [Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, [removed: 201](#s95441763FD8C5B49B3D9A5DFD9F0E316)9] [added: 20](#ia1dd4efa0118456497519a40e08200fa_79)[2](#ia1dd4efa0118456497519a40e08200fa_79)0] | [removed: [53](#s95441763FD8C5B49B3D9A5DFD9F0E316)] | [added: | [51](#ia1dd4efa0118456497519a40e08200fa_79) | | |]

| Consolidated Statement of Equity for each of the three years in the period ended December 31, [removed: 2019] [added: 2020] | [removed: [54](#s39FA7C91AB975C7084BA1B797B3AED97)] | [added: | [52](#ia1dd4efa0118456497519a40e08200fa_82) | | |]

| [Notes to Consolidated Financial [removed: Statements](#s06CF11E1905E596FABC10C6F25A7D37A)] [added: Statements](#ia1dd4efa0118456497519a40e08200fa_85)] | [removed: [57](#s06CF11E1905E596FABC10C6F25A7D37A)] | [added: | [55](#ia1dd4efa0118456497519a40e08200fa_85) | | |]

| Schedule II - Valuation and Qualifying Accounts for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | [removed: [123](#sE3F7CD5B8FED582DAC09CB83FB192D37)] | [added: | [97](#ia1dd4efa0118456497519a40e08200fa_202) | | |]

| Schedule III - Schedule of Real Estate and Accumulated Depreciation for the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] | [removed: [124](#sAF5572D895565A20A1560DC970D3C9BC)] | [added: | [98](#ia1dd4efa0118456497519a40e08200fa_205) | | |]

We have audited the accompanying consolidated balance sheets of Crown Castle International Corp. and its subsidiaries (the “Company”) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the related consolidated statements of operations and comprehensive income (loss), of equity and of cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] including the related notes and financial statement schedules listed in the index appearing under Item 15(a)(2) [removed: 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: 2019,] [added: 2020,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019] [added: 2020] in conformity with accounting principles generally accepted in the United States of America.

The [removed: material weakness referred to above] [added: Company's management] is [removed: described] [added: 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 Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A.

[removed: *Change] [added: Change] in Accounting [removed: Principle*][added: Principle]

As discussed in Note [removed: 3] [added: 2] to the consolidated financial statements, the Company changed the manner in which it accounts for leases on January 1, 2019.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

[removed: The] [added: Effective January 1, 2019, the] Company adopted [removed: the] new [added: guidance on the recognition, measurement, presentation and disclosure of leases (commonly referred to as "ASC 842" or the "new] lease [removed: standard] [added: standard")] using a modified retrospective approach [added: as of the effective date] without adjusting the comparative periods.

In assessing its leases and determining its lease [removed: liability, management was] [added: liability at lease commencement or upon modification, the Company is] not able to readily determine the rate implicit for its lessee arrangements, and thus [removed: has used] [added: uses] its incremental borrowing rate [removed: (“IBR”)] on a collateralized basis to determine the present value of the lease payments.

The principal considerations for our determination that performing procedures relating to [removed: the adoption of the new lease standard] [added: revenue recognition – Towers] is a critical audit matter are [removed: there was] [added: the] significant auditor [removed: judgment, subjectivity,] [added: subjectivity] and effort in performing procedures [removed: relating to the new lease standard due to the significant judgments made by management in adopting the standard, including determining the lease term] and [added: evaluating] the [removed: IBR.][added: audit evidence obtained related to customer agreements.]

As described in Notes 2 and [removed: 16] [added: 14] to the consolidated financial statements, the Company recognized [removed: $3,389] [added: $3,497] million in site rental revenues and [removed: $653] [added: $500] million in services and other revenues from its Towers segment for the year ended December 31, [removed: 2019.][added: 2020.]

[removed: Instead, a portion of the transaction price for] [added: Amounts under] the Company's tower installation [removed: services, specifically the amounts associated with permanent improvements recorded as fixed assets,] [added: service agreements that] represent a lease component [removed: and should be] [added: are] recognized as site rental revenues on a [removed: ratable] [added: straight-line] basis over the [added: length of the] associated estimated lease term.

| | [added: | |] December 31, | | | | | | | [added: | |]

| | [added: | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | |

| [removed: ASSETS] [added: Assets:] | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | |]

| [removed: Current assets:] [added: Current:] | | | | | | | | [added: | | | | | | | | | |]

| Cash and cash equivalents | [added: | |] $ | [added: 232 | | | | | $ |] 196 | | | [added: | |] $ | 277 | |

| Restricted [removed: cash] [added: cash, current] | [added: | | 144 | | | | | |] 137 | | | | [added: | |] 131 | | |

| Receivables, net of allowance of [removed: $18] [added: $17] and [removed: $14,] [added: $18,] respectively | [removed: 596] | | [added: 431] | | [removed: 501] | | | [added: | 596 | | |]

| Prepaid [removed: expenses(a)] [added: expenses] | [removed: 107] | | [added: 95] | | [removed: 172] | | | [added: | 107 | | |]

| Other current assets | [removed: 168] | | [added: 202] | | [removed: 148] | | | [added: | 168 | | |]

| Total current assets | [removed: 1,204] | | [added: 1,104] | | [removed: 1,229] | | | [added: | 1,204 | | |]

| Deferred site rental receivables | [removed: 1,424] | | [added: 1,408] | | [removed: 1,366] | | | [added: | 1,424 | | |]

| Property and equipment, net | [removed: 14,666] | | [added: 15,162] | | [removed: 13,653] | | | [added: | 14,666 | | |]

| Operating lease right-of-use [removed: assets(a)] [added: assets] | [removed: 6,133] | | [added: 6,464] | | [removed: —] | | | [added: | 6,133 | | |]

| Goodwill | [added: | |] 10,078 | | | | [added: | |] 10,078 | | |

| Site rental contracts and tenant relationships, net | [removed: 4,764] | | [added: 4,365] | | [removed: 5,209] | | | [added: | 4,764 | | |]

| Other intangible assets, [removed: net(a)] [added: net] | [removed: 72] | | [added: 68] | | [removed: 307] | | | [added: | 72 | | |]

| Total assets | [added: | |] $ | [removed: 38,457] [added: 38,768] | | | [added: | |] $ | [removed: 32,762] [added: 38,457] | |

| [removed: LIABILITIES AND EQUITY] [added: Total liabilities and equity] | | | [added: $] | [added: 38,768] | | | | [added: | $ | 38,457 | |]

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Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

*Revenue Recognition – Towers*

The Company generates site rental revenues from its core business of its Towers segment by providing tenants with access to its shared communications infrastructure via long-term tenant contracts in various forms, including lease, license, sublease and service agreements.

Site rental revenues from the Company's tenant contracts are recognized on a straight-line, ratable basis over the fixed, noncancelable term of the relevant tenant contract.

The Company also offers certain services primarily relating to its Towers segment, predominately consisting of (i) site development services and (ii) installation services.

The transaction price for the Company's tower installation services consists of amounts for (i) permanent improvements to the Company's towers that represent a lease component and (ii) the performance of the service.

For the performance of the installation service, the Company has one performance obligation, which is satisfied at the time of the applicable installation or augmentation.

These procedures included testing the effectiveness of controls relating to revenue recognition for Towers.

These procedures also included, among others, (i) testing the completeness and accuracy of management’s identification of the contractual terms by examining customer agreements on a test basis, and (ii) testing the appropriateness of the timing and amount of revenue recognized based on contractual terms and estimated lease term for selected agreements.

February 22, 2021

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| Balance, December 31, 2019 | | | 416 | | | | | | $ | 4 | | | | | 2 | | | | | | — | | | | | | $ | 17,855 | | | | | $ | (5) | | | | | $ | (7,365) | | | | | $ | 10,489 | |

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| Balance, December 31, 2020 | | | 431 | | | | | | $ | 4 | | | | | — | | | | | | — | | | | | | $ | 17,933 | | | | | $ | (4) | | | | | $ | (8,472) | | | | | $ | 9,461 | |

1.

The Company has the option to purchase the leased and subleased towers from AT&T at the end of the respective lease or sublease terms for aggregate option payments of approximately $4.2 billion, which payments, if such option is exercised, would be due between 2032 and 2048.

The Company has the option to purchase in 2037 all (but not less than all) of such leased and subleased towers from T-Mobile for approximately $2.3 billion.

◦15% of the Company's towers are leased or subleased or operated and managed under a master prepaid lease or other related agreements with T-Mobile for a weighted-average initial term of approximately 28 years, weighted on Towers site rental gross margin.

The Company has the option to purchase the leased and subleased towers from T-Mobile at the end of the respective lease or sublease terms for aggregate option payments of approximately $2.0 billion, which payments, if such option is exercised, would be due between 2035 and 2049.

In addition, through the acquisition of the rights to approximately 7,100 towers ("T-Mobile Acquisition"), there are another 1% of the Company's towers subject to a lease and sublease or other related arrangements with AT&T.

2.

the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset, or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

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| | |

Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO because a material weakness in internal control over financial reporting existed as of that date related to the accounting for tower installation services, as the Company did not have controls in place to identify lease components and account for the related deferred revenue within the Company’s agreements for tower installation services or to verify the accuracy of capital expenditures made for permanent improvements associated with tower installation services.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the 2019 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

*Restatement of Previously Issued Financial Statements*

As discussed in Note 2 to the consolidated financial statements, the Company has restated its 2018 and 2017 financial statements to correct errors.

The adoption of the new accounting standard for leases is also discussed below as a critical audit matter.

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 management's report referred to above.

*Adoption of New Accounting Standard for Leases*

As described above and in Notes 3 and 15 to the consolidated financial statements, the Company adopted the new accounting standard for leases (the “new lease standard”) on January 1, 2019.

The Company’s consolidated operating lease right-of-use assets and operating lease liabilities (both current and noncurrent) balances were $6,133 million and $5,810 million, respectively, as of December 31, 2019.

The package of practical expedients was elected upon adoption.

The Company included renewal option periods in its calculation of estimated lease term when it determined the options were reasonably certain to be exercised.

In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s adoption of the new lease standard, including the determination of the lease term and the IBR.

These procedures also included, among others, evaluating (i) the appropriateness of accounting policies established by management in connection with the adoption of the new standard; and (ii) the reasonableness of management’s determination of the lease term and the IBR.

Evaluating the reasonableness of the lease term involved comparing management’s assumption to relevant industry and company specific data.

Evaluating the reasonableness of the IBR involved testing market-related data (including credit ratings and coupon rates of the Company’s unsecured debt) used in management’s method to determine IBR and using professionals with specialized skill and knowledge to assist in the evaluation of the reasonableness of the method.

*Revenue Recognition -* *Tower installation services*

The Company has identified historical errors related to the timing of revenue recognition on its tower installation services.

Specifically, the Company determined that its historical practice of recognizing the full transaction price as service revenues upon completion of an installation was not acceptable under GAAP.

As a result of the identified historical errors, the Company has restated its 2018 and 2017 financial statements.

The restatement reduced net income for the years ended December 31, 2018 and 2017 by approximately $48 million and $59 million, respectively.

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" of $332 million as of January 1, 2017.

The principal considerations for our determination that performing procedures relating to revenue recognition of tower installation services is a critical audit matter are (i) there was significant judgment by management associated with accounting for tower installation services, which in turn led to significant audit effort in performing procedures and evaluating audit evidence related to permanent improvements recorded as fixed assets; (ii) the audit effort involved the use of professionals with specialized skill and knowledge to assist in evaluating management’s judgments associated with the accounting for the tower installation services; and (iii) as described in the “Opinions on the Financial Statements and Internal Control over Financial Reporting” section, a material weakness was identified related to this matter.

These procedures included, among others, (i) evaluating the judgments made by management associated with accounting for tower installation services, using professionals with specialized skill and knowledge to assist in doing so; and (ii) evaluating the existence and accuracy of permanent improvements on a test basis.

March 10, 2020

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

| Long-term prepaid rent and other assets, net(a) | 116 | | | | 920 | | |

| CCIC stockholders' equity: | | | | | | | |

| Total liabilities and equity | $ | 38,457 | | | $ | 32,762 | |

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| --- | --- |

In connection with the preparation of this Annual Report on Form 10-K, as of December 31, [removed: 2019,] [added: 2020,] the Company's management conducted an evaluation, under the supervision and with the participation of the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of [removed: 1934] [added: 1934, as amended] ("Exchange Act")).

Based upon their evaluation, the CEO and CFO concluded that as of December 31, [removed: 2019, due to the existence of the material weakness in the Company's internal control over financial reporting described below,] [added: 2020,] the Company's disclosure controls and procedures were [removed: not] effective to provide reasonable assurance that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and to provide reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company's management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of the Company's CEO and CFO, management assessed the effectiveness of the Company's internal control over financial reporting based on the framework described in [removed: *"Internal] [added: *Internal] Control – Integrated [removed: Framework (2013),"*] [added: Framework* (2013),] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with [removed: U.S.] generally accepted accounting [removed: principles.][added: principles in the United States of America.]

[removed: | • |] [added: -] pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; [removed: |]

[removed: | • |] [added: -] provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with [removed: U.S.] generally accepted accounting [removed: principles,] [added: principles in the United States of America,] and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and [removed: |]

[removed: | • |] [added: -] provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the Company's assets that could have a material effect on the financial statements. [removed: |]

Management has assessed the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2019.][added: 2020.]

Based on the Company's assessment, management has concluded that the Company's internal control over financial reporting was [removed: not] effective as of December 31, [removed: 2019] [added: 2020] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with [removed: U.S.] generally accepted accounting principles [removed: due to] [added: in] the [removed: material weakness described below.][added: United States of America.]

[removed: Management has] [added: As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019, management] concluded that a material weakness existed in the [removed: Company’s] [added: Company's] internal control over financial reporting as [removed: of December 31, 2019, as] it did not effectively design and maintain controls related to the accounting for [added: its] tower installation services.

The effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2019] [added: 2020] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears [removed: herein.][added: in Part II, Item 8 of this Annual Report on Form 10-K.]

(c) Remediation of [added: Previously Disclosed] Material Weakness

[removed: The remediation efforts include] [added: Management has completed its plan of remediation, which primarily consisted of] 1) revising its accounting policies for its tower installation services to identify and account for lease components and the [removed: related calculation of] [added: associated] deferred revenue, and 2) [removed: making] improvements to existing processes and controls related to the determination of the accuracy of capital expenditures made for permanent improvements associated with tower installation services.

During the quarter ended December 31, 2020, management completed its evaluation and testing of the operating effectiveness of the improved controls and deemed them to be designed and operating effectively.

As a result, management concluded that the previously disclosed material weakness has been remediated as of December 31, 2020.

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A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

Specifically, the Company did not have controls in place to identify lease components and account for the related deferred revenue within the Company’s agreements for tower installation services.

In addition, the Company did not design and maintain effective controls to verify the accuracy of capital expenditures made for permanent improvements associated with tower installation services.

These control deficiencies resulted in the restatement of the Company's consolidated financial statements for the years ended December 31, 2018 and 2017 and each of the interim and annual periods in the year ended December 31, 2018 and first three quarters for the year ended December 31, 2019, and immaterial adjustments to property and equipment and operating expenses in the fourth quarter ended December 31, 2019.

Additionally, these control deficiencies could result in misstatements of the annual or interim consolidated financial statements that would result in a material misstatement that would not be prevented or detected.

Management has created a plan of remediation to strengthen its internal control over financial reporting.

Management is implementing training with respect to the new processes and evaluating the need for additional resources.

Management believes that the measures described above will remediate the identified material weakness and strengthen the Company’s internal control over financial reporting.

Management has begun to take these actions to remediate the material weakness and may take additional measures to strengthen its internal control environment.

The information required to be furnished pursuant to this item will be set forth in the [removed: 2020] [added: 2021] Proxy Statement and is incorporated herein by reference.

The information required to be furnished pursuant to this item will be set forth in the [removed: 2020] [added: 2021] Proxy Statement and is incorporated herein by reference.

The information required to be furnished pursuant to this item will be set forth in the [removed: 2020] [added: 2021] Proxy Statement and is incorporated herein by reference.

The following table summarizes information with respect to equity compensation plans under which equity securities of the registrant are authorized for issuance as of December 31, [removed: 2019:][added: 2020:]

| Plan category(a) | [added: | |] Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | [added: | | |] Weighted-average exercise price of outstanding options, warrants and rights | | | | [added: | |] Number of securities remaining available for future [removed: issuance] [added: issuance under equity compensation plans] | | | [added: | | |]

| | [removed: (In] [added: | | *(In] millions of [removed: shares)] [added: shares)*] | | | [removed: (In dollars per share)] | | | [added: *(In dollars per share)*] | [removed: (In] [added: | | | | | *(In] millions of [removed: shares)] [added: shares)*] | | | [added: | | |]

| Equity compensation plans approved by security holders | [added: | |] — | | | [added: | | |] $ | — | | | [removed: 9] | | [added: 8 | | |] (b) | [added: | |]

| Equity compensation plans not approved by security holders | [added: | |] — | | | [added: | | |] — | | | | [added: | |] — | | | [added: | | |]

| Total | [added: | |] — | | | [added: | | |] $ | — | | | [removed: 9] | | [added: 8] | [added: | | | | |]

[removed: | (a) | See] [added: (a)See] note [removed: 13] [added: 11] to the consolidated financial statements for more detailed information regarding the registrant's equity compensation plan. [removed: |]

[removed: | (b) | Of these] [added: (b)Of the] shares remaining available for future issuance, [removed: 3] [added: 2] million shares may be issued pursuant to outstanding RSUs granted under the LTI Plan. [removed: |]

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The information required to be furnished pursuant to this item will be set forth in the [removed: 2020] [added: 2021] Proxy Statement and is incorporated herein by reference.

The information required to be furnished pursuant to this item will be set forth in the [removed: 2020] [added: 2021] Proxy Statement and is incorporated herein by reference.

| The list of financial statements filed as part of this report is submitted as a separate section, the index to which is located on page [removed: [47](#sC7D2729F256E5BBF92310C99E8F8E79A).] [added: [46](#ia1dd4efa0118456497519a40e08200fa_64).] | [added: | |]

All other schedules are omitted because they are not applicable or because the required information is contained in the financial statements or notes thereto included in this [removed: 2019] [added: 2020] Form 10-K.

| | | | | [added: | | | | | | | |] Incorporated by Reference | | | | | | | [added: | | | | | | | | | | | | | |]

| [removed: Exhibit Number] [added: Exhibit Number] | | [added: | | | |] Exhibit Description | | [added: | | | |] Form | | [added: | | | |] File Number | | [added: | | | |] Date of Filing | | [added: | | | |] Exhibit Number | [added: | |]

| 1.1 | | [added: | | | |] [Form of Sales Agreement, dated April 6, 2018, between Crown Castle International Corp. and each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Fifth Third Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, SG Americas Securities, LLC, SMBC Nikko Securities America, Inc., SunTrust Robinson Humphrey, Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC](http://www.sec.gov/Archives/edgar/data/1051470/000119312518110109/d564723dex11.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-16441 | | [added: | | | |] April 6, 2018 | | [added: | | | |] 1.1 | [added: | |]

| 2.1 | | [added: | | | |] [Agreement and Plan of Merger by and between Crown Castle International Corp. and Crown Castle REIT Inc., dated September 19, 2014](http://www.sec.gov/Archives/edgar/data/1051470/000119312514348880/d790512dex21.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-16441 | | [added: | | | |] September 23, 2014 | | [added: | | | |] 2.1 | [added: | |]

| 2.2 | | [added: | | | |] [Stock Purchase Agreement, dated as of April 29, 2015, by and among Quanta Services, Inc., Crown Castle International Corp. and CC SCN Fiber LLC](http://www.sec.gov/Archives/edgar/data/1051470/000105147015000088/exhibit105033115.htm) | | [added: | | | |] 10-Q | | [added: | | | |] 001-16441 | | [added: | | | |] May 8, 2015 | | [added: | | | |] 10.5 | [added: | |]

| 2.3 | | [added: | | | |] [Agreement for the Sale and Purchase of the Shares of Crown Castle Australia Holdings Pty Ltd, dated May 14, 2015, by and among Crown Castle International Corp., Crown Castle Operating LLC, The Trust Company (Nominees) Limited, Todd International Investments Limited, Oceania Capital Limited, Birdsong Capital Limited, Baytown Investments Limited, Heritage PTC LLC, David Lloyd CCA Limited, Turri Finance Pty Ltd and Turri Bidco Pty Ltd](http://www.sec.gov/Archives/edgar/data/1051470/000105147015000114/ccalsaleagreement.htm) | | [added: | | | |] 10-Q | | [added: | | | |] 001-16441 | | [added: | | | |] August 7, 2015 | | [added: | | | |] 10.2 | [added: | |]

| 2.4 | | [added: | | | |] [Agreement and Plan of Merger, dated as of July 18, 2017, by and among Crown Castle International Corp., LTS Group Holdings, LLC, Berkshire Fund VII-A (LTS) Acquisition Partners, Berkshire Fund VIII-A (LTS) Acquisition Partners, LTS Berkshire Fund VII-A Blocker Corporation, LTS Berkshire Fund VIII-A Blocker Corporation, LTS Co-Invest Blocker LLC, LTS Co-Invest Blocker II LLC, LTS Rollover Blocker LLC, LTS BF VII-A Blocker Merger Sub, Inc., LTS BF VIII-A Blocker Merger Sub, Inc., LTS Co-Invest Blocker Merger Sub, Inc., LTS Co-Invest Blocker II Merger Sub, Inc., LTS Rollover Blocker Merger Sub, Inc., LTS Group Holdings Merger Sub, Inc. and BSR LLC, as equityholders’ representative](http://www.sec.gov/Archives/edgar/data/1051470/000119312517230792/d417519dex21.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-16441 | | [added: | | | |] July 19, 2017 | | [added: | | | |] 2.1 | [added: | |]

| | | | | [added: | | | | | | | |] Incorporated by Reference | | | | | | | [added: | | | | | | | | | | | | | |]

| [removed: Exhibit Number] [added: Exhibit Number] | | [added: | | | |] Exhibit Description | | [added: | | | |] Form | | [added: | | | |] File Number | | [added: | | | |] Date of Filing | | [added: | | | |] Exhibit Number | [added: | |]

| 3.1 | | [added: | | | |] [Restated Certificate of Incorporation of Crown Castle International Corp., dated July 20, 2017](http://www.sec.gov/Archives/edgar/data/1051470/000119312517236629/d430932dex31.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-16441 | | [added: | | | |] July 26, 2017 | | [added: | | | |] 3.1 | [added: | |]

| 3.2 | | [added: | | | |] [Certificate of Designations of 6.875% Mandatory Convertible Preferred Stock, Series A, of Crown Castle International Corp., filed with the Secretary of State of the State of Delaware and effective July 26, 2017](http://www.sec.gov/Archives/edgar/data/1051470/000119312517236629/d430932dex32.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-16441 | | [added: | | | |] July 26, 2017 | | [added: | | | |] 3.2 | [added: | |]

| 3.3 | | [added: | | | |] [Amended and Restated By-Laws of Crown Castle International Corp. dated February 21, 2019](http://www.sec.gov/Archives/edgar/data/1051470/000105147019000046/exhibit33.htm) | | [added: | | | |] 10-K | | [added: | | | |] 001-16441 | | [added: | | | |] February 25, 2019 | | [added: | | | |] 3.3 | [added: | |]