Crown Castle (CCI) 10-K risk factor changes: FY2021 vs FY2020
The 2021-12-31 10-K against the 2020-12-31 one, compared heading by heading and sentence by sentence.
Item 1A53 rewritten26 added22 removed271 unchanged
All filing items813 rewritten229 added206 removed1,908 unchanged
Summary
counted, not written
- Item 1A lists 23 risk factor headings: 2 new, 1 reworded and 20 unchanged since FY2020. 2 headings from FY2020 no longer appear.
- Sentence by sentence, 229 added, 206 removed, 813 rewritten and 1,908 unchanged across 20 items that differ.
- New this year: Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
New Item 1A headings (2)
- Cybersecurity breaches or other information technology disruptions could adversely affect our operations, business, and reputation.Cybersecurity
- Our business may be adversely impacted by climate-related events, natural disasters, including wildfires, and other unforeseen events.
Removed Item 1A headings (2)
- We may be vulnerable to security breaches or other unforeseen events that could adversely affect our operations, business, and reputation.
- The restatement of our previously issued financial statements, the errors that resulted in such restatement, the material weakness that was previously identified in our internal control over financial reporting and the determination that our internal control over financial reporting and disclosure controls and procedures were not effective, could result in loss of investor confidence, shareholder litigation or governmental proceedings or investigations, any of which could cause the market value of our common stock or debt securities to decline or impact our ability to access the capital markets.
Reworded Item 1A headings (1)
- The impact of
[removed: coronavirus (COVID-19)][added: COVID-19] and related risks could materially affect our financial position, results of operations and cash flows.
A heading is new when no FY2020 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2021; struck-through words were in FY2020. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
53 rewritten, 26 added, 22 removed, 271 unchanged
Our three largest tenants are T-Mobile [removed: (which merged with Sprint in April 2020),] [added: ,] AT&T and Verizon Wireless.
The loss of any one of our largest tenants as a result of consolidation, merger, bankruptcy, insolvency, network sharing, roaming, joint development, resale agreements by our tenants or otherwise may result in (1) a material decrease in our revenues, (2) uncollectible account receivables, (3) an impairment of our deferred site rental receivables, communications infrastructure assets, or intangible [removed: assets,] [added: assets (including goodwill),] or (4) other adverse effects to our business.
See [removed: *"Item] [added: "*Item] 7.
Our Fiber segment represented [removed: 34% and] 33% [added: and 34%] of our site rental revenues for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.
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 [added: 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.]
- risks relating to the specific markets in which we choose or plan to [removed: operate in;][added: operate;]
Our construction projects and related contracts can be long-term, complex in nature, [added: dangerous,] costly and challenging to execute.
For example, new technologies [added: and spectrum] that may promote network sharing, joint development, backhaul and fronthaul efficiency or resale agreements by our tenants, such as signal combining technologies or network virtualization, may reduce the need for our communications infrastructure.
In addition, other technologies, such as WiFi, Distributed Antenna Systems ("DAS"), other small cells, blimps, satellite (such as low earth orbiting) and mesh transmission [added: systems may, in the future, serve as substitutes for, or alternatives to, leasing on communications infrastructure that might otherwise be anticipated or expected had such technologies not existed.]
Approximately 10% of our Towers site rental gross margin for the year ended December 31, [removed: 2020] [added: 2021] was derived from towers where the leases for the land under such towers had final expiration dates of less than 10 years.
As of December 31, [removed: 2020,] [added: 2021,] approximately 53% of our towers were leased or subleased or operated and managed under master leases, subleases, or other agreements with AT&T and T-Mobile (including agreements assumed by T-Mobile in connection with its merger with Sprint).
Additional information concerning these towers and the applicable purchase options as of December 31, [removed: 2020] [added: 2021] is as follows:
- 16% of our towers are leased or subleased or operated and managed for an initial period of 32 years (through May 2037) under master leases, subleases or other agreements with T-Mobile (which T-Mobile assumed in connection [removed: with its merger with Sprint).]
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 [removed: billion.][added: 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.]
If our subsidiaries were to lose their interest in the applicable sites or if the applicable ground leases were to be terminated, we would lose the cash flow derived from the towers [added: on those sites, which may have a material adverse effect on our business.]
- our market share; [removed: or][added: and]
[removed: We may be vulnerable to security] [added: Cybersecurity] breaches or other [removed: unforeseen events that] [added: information technology disruptions] could adversely affect our operations, business, and reputation.
Despite existing security measures, certain of our communications infrastructure may be [removed: vulnerable] [added: subject] to damage, disruptions, or shutdowns due to unauthorized access, computer viruses, [removed: cyber-attacks,] [added: ransomware or other malicious software, cyber-attacks] and other security breaches.
[removed: We] [added: Although we believe we have a comprehensive incident response plan and other cybersecurity measures and policies in place, we] cannot guarantee that our security measures will not be circumvented, resulting in tenant network failures or interruptions that could impact our tenants' network availability and have a material adverse effect on our business, financial condition, or operational results.
We may be required to expend significant resources to protect against or [added: recover from such threats.]
If an actual or perceived breach of our [removed: security] [added: cybersecurity or information technology] occurs, the market perception of the effectiveness of our security measures could be harmed, and we could lose tenants.
[removed: Additionally, we] [added: 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.
Any such unforeseen events could, among other things, damage or delay deployment of our [removed: communication] [added: communications] infrastructure, interrupt or delay service to our tenants or could result in legal claims or penalties, disruption in operations, damage to our reputation, negative market perception, or costly response measures, which could adversely affect our business.
While we maintain insurance [removed: policies] that [removed: include] [added: includes] coverage in the event of [removed: security breaches and] [added: cybersecurity or] other [removed: unforeseen events,] [added: information technology breaches,] there can be no assurances that such coverage will be adequate to cover exposure [removed: for] [added: from] such incidents.
The impact of [removed: coronavirus (COVID-19)] [added: COVID-19] and related risks could materially affect our financial position, results of operations and cash flows.
The global outbreak of [removed: 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] [added: COVID-19] 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"), [removed: such as] [added: including] the imposition of travel [removed: restrictions; mandates from federal, state and local authorities to close non-essential businesses and avoid large gatherings of people;] [added: restrictions,] quarantine or [removed: "shelter-in-place;" and] [added: "shelter-in-place" requirements,] the promotion of social [removed: distancing] [added: distancing, vaccination requirements] 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 [added: to, and may continue] to [removed: a significant economic downturn,] [added: lead to, business and] global supply chain disruptions and volatility in the global capital markets.
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, [removed: 2020.][added: 2021.]
The extent to which the COVID-19 pandemic will affect our [added: business,] 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 [removed: roll-out] [added: effectiveness] of the COVID-19 vaccine [removed: and its effectiveness] in curbing the spread of the virus; [added: the vaccination rates and the impact of the vaccine and testing mandates;] government, social, business and other actions that have been and will be taken in response to the [removed: pandemic;] [added: pandemic, including with respect to mandatory vaccinations;] 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 [removed: ability] [added: availability] of our suppliers and vendors [added: or their ability] 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; [removed: and] (4) increase our cost of capital and adversely impact our access to [removed: capital.][added: capital; and (5) result in difficulty fulfilling our labor needs.]
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 [added: or others] take in response thereto on our [added: business,] financial position, results of operations and cash flows, particularly over the near- to medium-term, but the impact could be material.
MD&A—General [removed: Overview—Coronavirus (COVID-19)"*] [added: Overview—COVID-19*"] for further information.
We have a substantial amount of indebtedness (approximately [removed: $21.2] [added: $20.7] billion as of February [removed: 17, 2021).][added: 18, 2022).]
Earnings and cash flows generated by CCIC's subsidiaries are first applied by such subsidiaries to conduct their operations, including servicing their respective debt obligations, after which any excess cash flows generally may be paid to [added: CCIC, in the absence of any special conditions, such as a continuing event of default.]
Economic conditions and the credit markets have historically experienced, and may continue to experience, periods of volatility, uncertainty, or weakness that could impact (1) the availability or cost of debt financing, including any refinancing of the obligations described above, (2) our ability to draw the full amount of our $5.0 billion senior unsecured revolving credit facility under our 2016 Credit Facility ("2016 Revolver"), that, as of February [removed: 17, 2021,] [added: 18, 2022,] has $5.0 billion of undrawn availability, or (3) our ability to issue the full amount of the $1.0 billion commercial paper notes ("Commercial Paper Notes") under our unsecured commercial paper program ("CP Program"), that, as of February [removed: 17, 2021,] [added: 18, 2022,] had [removed: $150] [added: $866] million outstanding.
Borrowings under our 2016 Credit Facility generally bear an interest rate based on [removed: the London interbank offered rate ("LIBOR")] [added: LIBOR] per annum plus a credit spread based on our senior unsecured credit rating.
In July 2017, the United Kingdom's Financial Conduct [removed: Authority,] [added: Authority ("FCA"),] which regulates LIBOR, announced that, after 2021, it will stop compelling banks to submit rates for the calculation of LIBOR.
[removed: Since the conditions for the implementation of this mechanism have not yet been triggered,] [added: Credit Facility, and] we cannot [removed: determine] [added: predict] with certainty what such replacement rate would [added: be, what other reforms could] be [added: implemented in the future,] or [removed: reasonably predict] the potential effect of these [removed: changes, other reforms or] [added: changes and] the establishment of alternative reference rates on our business.
We maintain an "at-the-market" stock offering program [removed: ("2018] [added: ("2021] ATM Program") through which we may, from time to time, issue and sell shares of our common stock having an aggregate gross sales price of up to $750 million to or through sales agents.
As of February [removed: 17, 2021,] [added: 18, 2022,] we had approximately $750 million of gross sales of common stock remaining under our [removed: 2018] [added: 2021] ATM Program.
On January 6, 2022, we entered into the T-Mobile Agreement.
We anticipate that the T-Mobile and Sprint network consolidation contemplated in the T-Mobile Agreement will result in higher Towers non-renewals in 2025, which are expected to reduce site rental revenues by approximately $200 million.
Except for full year 2025, we expect our annual Towers non-renewals to remain in line with our historical range of 1% to 2% of annual site rental revenues.
Additionally, we anticipate that the T-Mobile and Sprint network consolidation will result in small cell non-renewals, which are expected to reduce site rental revenues by approximately $45 million, with the majority occurring in 2023.
Except for full year 2023, we expect consolidated annual small cell non-renewals to remain in line with the our historical range of 1% to 2% of annual site rental revenues.
For example, our tenants have initially focused on utilizing towers in the first phase of deploying their 5G networks, which has led to delays in some of our small cell deployments.
We anticipate that these delays will be temporary, as our tenants plan for the next phase of their 5G network deployment which we believe will require small cells at scale.
- risks associated with utility hazards, including gas line, electrical or sewage strikes, which may result in explosions, electrocution and other potentially catastrophic events; and
Such safety risks may cause personal injury or loss of life, severe damage to or destruction of property, suspension of operations or services, or significant damage to the environment, creating financial, regulatory or reputational damage that could adversely affect our business.
See *"Our business may be adversely impacted by climate-related events, natural disasters,*
*including wildfires, and other unforeseen events"* below for additional information regarding potential adverse impacts to our business which may result from wildfires and other climate-related events.
We may also experience unforeseen delays as a result of supply chain disruptions and labor shortages.
with its merger with Sprint).
- labor availability and productivity;
Our business may be adversely impacted by climate-related events, natural disasters, including wildfires, and other unforeseen events.
Although we have implemented a wildfire risk mitigation program, the effects of climate change have increased the risk and extent of wildfires that could potentially result from certain of our construction and maintenance projects and other operating activities.
While we currently maintain insurance policies that include coverage in the event of natural disasters and other unforeseen events, including possible incidents in which our actions (or the actions of those acting on our behalf) contribute to such events, there can be no assurances that such coverage will be adequate to cover exposure from such events.
Further, we do not maintain, and do not expect to maintain, insurance policies that provide adequate coverage in the event that our actions (or those actions of those acting on our behalf) contribute to a wildfire event, as a result of the fact that such insurance policies are generally not economically available.
In March 2021, the administrator of LIBOR announced its intention to cease the publication of (1) all non-U.S. dollar LIBOR settings and the one-week and two-month U.S. dollar LIBOR settings on December 31, 2021, and (2) the remaining U.S. dollar LIBOR settings after June 30, 2023.
Further, the use of U.S. dollar LIBOR will not be allowed in most new contracts entered into after December 31, 2021.
Our Credit Agreement includes "hardwired" LIBOR transition provisions consistent with those published by the Alternative Reference Rate Committee ("ARRC").
Although the ARRC has identified the Secured Overnight Financing Rate ("SOFR") as the recommended alternative rate for U.S. dollar LIBOR and has formally recommended the CME Group's forward-looking SOFR term rates, there is not yet a generally accepted methodology for adjusting SOFR.
While interest rates on our 2016 Credit Facility were not impacted by the LIBOR settings that ceased publication on December 31, 2021, we are evaluating the potential impact of the LIBOR replacement, including in the event of any amendment to our 2016
Since the Securities Act provides that federal and state courts have concurrent jurisdiction over lawsuits brought pursuant to the Securities Act, there may be uncertainty as to whether a court would enforce such a provision.
Stockholders will not be deemed to have waived compliance with the federal securities laws, and this provision does not apply to claims for which the federal courts have exclusive jurisdiction (such as under the Exchange Act).
opportunities and our flexibility to change our business strategy.
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.
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.
- risks associated with utility hazards; and
systems may, in the future, serve as substitutes for, or alternatives to, leasing on communications infrastructure that might otherwise be anticipated or expected had such technologies not existed.
- 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.
on those sites, which may have a material adverse effect on our business.
recover from such threats.
See also our risk factor below associated with our previously identified material weakness in internal controls over financial reporting (which has been remediated) for further discussion of risks that may impact our access to capital markets.
CCIC, in the absence of any special conditions, such as a continuing event of default.
Our Credit Agreement contemplates a mechanism for replacing LIBOR with a new benchmark rate (to be agreed upon by us and the administrative agent) for loans made under the 2016 Credit Facility.
This mechanism is triggered in the event that LIBOR is no longer published or otherwise available as a benchmark for establishing interest rates for loans.
The restatement of our previously issued financial statements, the errors that resulted in such restatement, the material weakness that was previously identified in our internal control over financial reporting and the determination that our internal control over financial reporting and disclosure controls and procedures were not effective, could result in loss of investor confidence, shareholder litigation or governmental proceedings or investigations, any of which could cause the market value of our common stock or debt securities to decline or impact our ability to access the capital markets.
As discussed in the "Explanatory Note" and note 2 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2019, we identified and disclosed certain errors and determined that our previously issued consolidated financial statements for fiscal years ended December 31, 2017 and 2018, and each of our unaudited condensed consolidated financial statements and related disclosures for the quarterly and year-to-date periods during such years and for the first three quarters of fiscal year 2019, should be restated.
Although the Company has restated these financial statements and the previously identified material weakness in the Company's internal control over financial reporting has been remediated, as a result of these errors and restatement, we were and continue to be subject to a number of additional risks and uncertainties, including unanticipated legal fees, litigation, governmental proceedings or investigations, other losses or damages and loss of investor confidence.
Lawsuits naming the Company and some of its officers and directors have been filed, and additional lawsuits naming the Company and its officers and directors may be filed in the future.
These lawsuits have resulted in, and may result in further, unanticipated legal costs, regardless of the outcome of the litigation.
See note 12 to our consolidated financial statements for more information regarding the litigation.
We are currently unable to predict the outcome of any such litigation.
See *"Item 9A.
Controls and Procedures"* for a discussion of the remediation of previously disclosed material weakness.
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.
An excerpt. Shown here: 40 of 53 rewritten, all 26 added and all 22 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2021 filing and the FY2020 filing.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
155 rewritten, 46 added, 34 removed, 334 unchanged
Site rental revenues represented [removed: 91%] [added: 90%] of our [removed: 2020] [added: 2021] consolidated net revenues.
◦During [removed: 2020,] [added: 2021,] we paid common stock dividends totaling approximately [removed: $2.1] [added: $2.4] billion.
See *"Item [removed: 7.][added: 1A.]
MD&A—General Overview—Common Stock Dividend"* for a discussion of the increase to our quarterly dividend in the fourth quarter of [removed: 2020.][added: 2021.]
- Discretionary capital expenditures of [removed: $1.5] [added: $1.1] billion, predominately resulting from the construction of new communications infrastructure and improvements to existing communications infrastructure in order to support additional tenants.
[removed: ◦Weighted-average] [added: ◦As of December 31, 2021, weighted-average] remaining term of approximately five years, exclusive of renewals exercisable at the tenants' option, currently representing approximately [removed: $27] [added: $31] billion of expected future cash inflows.
◦Approximately [removed: 76%] [added: three-fourths] of our site rental revenues were derived from [removed: T-Mobile (including revenues previously derived from Sprint),] [added: T-Mobile,] AT&T and Verizon Wireless.
See [removed: also *"Item] [added: "*Item] 1A.
- Majority of land [removed: interests] under our towers under long-term control
◦Sustaining capital expenditures represented approximately [removed: 2%] [added: 1%] of net revenues.
- Debt portfolio with long-dated maturities extended over multiple years, with the vast majority of such debt having a fixed [removed: rate (see notes 7 and 17 to our consolidated financial statements and *"Item 7A.][added: rate.]
Quantitative and Qualitative Disclosures About Market Risk"* for a further discussion of our [removed: debt)][added: debt.]
- During [removed: 2020,] [added: 2021,] we completed several debt transactions to refinance and extend the maturities of certain of our debt.
See [removed: notes] [added: note] 7 [removed: and 17] to our consolidated financial statements and *"Item 7.
[removed: ◦As of December 31, 2020, after giving effect to our February 2021 Senior Notes offering and the use of the net proceeds therefrom, our] [added: ◦Our] outstanding debt has a weighted average interest rate of [removed: 3.2%] [added: 3.1%] and weighted average maturity of approximately [removed: ten] [added: nine] years (assuming anticipated repayment dates where applicable).
◦Net cash provided by operating activities was [removed: $3.1] [added: $2.8] billion.
In the aggregate, we paid approximately [removed: $2.1] [added: $2.4] billion in common stock dividends in [removed: 2020.][added: 2021.]
During each of the first three quarters of [removed: 2020,] [added: 2021,] we paid a quarterly common stock dividend of [removed: $1.20] [added: $1.33] per share, totaling approximately [removed: $1.5] [added: $1.7] billion.
In October [removed: 2020,] [added: 2021,] our board of directors declared a quarterly common stock cash dividend of [removed: $1.33] [added: $1.47] per share, which represents an increase of approximately 11% from the quarterly common stock dividend declared during each of the first three quarters of [removed: 2020.][added: 2021.]
We currently expect our common stock dividends over the next 12 months to be a cumulative amount of at least [removed: $5.32] [added: $5.88] per share, or an aggregate amount of approximately [removed: $2.3] [added: $2.5] billion.
The following are certain highlights of our [removed: 2021] outlook that impact our business fundamentals described above.
[removed: - We] [added: ◦We] expect that, when compared to full year [removed: 2020,] [added: 2021,] our full year [removed: 2021] [added: 2022] site rental revenue growth will be positively impacted by tenant additions, as large wireless carriers and fiber solutions tenants continue to focus on meeting the increasing demand for data.
See note [removed: 3] [added: 9] to our consolidated financial statements.
[removed: - We] [added: ◦We] expect to continue to invest a significant amount of our available capital in the form of discretionary capital expenditures for [removed: 2021] [added: 2022] based on the anticipated returns on such discretionary investments.
[removed: - We] [added: ◦We] also expect sustaining capital expenditures of approximately 2% of net revenues for full year [removed: 2021,] [added: 2022,] consistent with historical annual levels.
[removed: During] [added: (b)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 [removed: Cancellation") prior to its merger with T-Mobile.][added: Cancellation").]
[removed: The Company wrote-off] [added: Asset write-down charges in 2020 included the write-off of approximately $63 million in] property and equipment [added: which, following the Sprint Cancellation, we] deemed to have no alternative future [removed: 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.][added: use.]
See notes 2 and 15 to our consolidated financial statements for further [removed: discussion of] [added: information regarding] the Sprint Cancellation.
[removed: *Coronavirus (COVID-19)*][added: *COVID-19*]
[removed: In] [added: During the COVID-19 pandemic, and 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 [added: the] viability of communications networks, which are essential to public health and safety.
[removed: To date,] [added: In response to the pandemic,] 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 [removed: include] [added: included] requiring work-from-home arrangements for a large portion of our workforce, imposing travel restrictions for our employees where practicable, canceling physical participation in [added: certain] 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 [removed: authorities] [added: authorities, as advised by public health officials] 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 [removed: during] [added: for] the year ended December 31, [removed: 2020.][added: 2021.]
The following discussion of our results of operations for [removed: 2020] [added: 2021] compared to [removed: 2019] [added: 2020] should be read in conjunction with *"Item 1.
For a discussion of our results of operations and financial condition for [removed: 2019] [added: 2020] compared to [removed: 2018] [added: 2019] that is not included in this [removed: 2020] [added: 2021] 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, [removed: 2019,] [added: 2020,] which was filed with the SEC on [removed: March 10, 2020.][added: February 22, 2021 .]
Highlights of our results of operations for [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] are depicted below:
| *(In millions of dollars)* | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] | | | | | | [removed: 2019] [added: 2020] vs. [removed: 2018] [added: 2019] | | |
| Towers site rental revenues | | | $ | [removed: 3,497] [added: 3,804] | | | | | $ | [removed: 3,389] [added: 3,497] | | | | | $ | [removed: 3,196] [added: 3,389] | | | | | [removed: 3] [added: 9] | | % | | | | [removed: 6] [added: 3] | | % |
◦90% of our debt has fixed rate coupons.
▪We expect that our discretionary capital expenditures will increase as we accelerate the pace of small cell deployments.
◦In January 2022, we entered into the T-Mobile Agreement, which we expect to result in approximately $250 million of additional straight-lined revenues for the year ended December 31, 2022.
Risk Factors"* for a discussion of the future expected impact from the T-Mobile and Sprint network consolidation contemplated in the T-Mobile Agreement.
We have re-opened our offices during the first quarter of 2022.
Risk Factors*" for further information.
| Income from continuing operations | | | 1,158 | | | | | | 1,056 | | | | | | 860 | | | | | | 10 | | % | | | | 23 | | % |
Fiber operating profit for 2021 decreased by $276 million, or 20%, from 2020.
Asset write-down charges for 2021 decreased by $53 million from 2020.
The decrease predominately resulted from a reduction in the weighted-average interest rate on our debt as a result of our refinancing activities.
See note 7 to our consolidated financial statements and *"Item 7A.
Income from continuing operations was $1.2 billion during 2021 compared to $1.1 billion during 2020.
Loss from discontinued operations, net of tax, was $62 million during 2021 due to the ATO Settlement.
Net income attributable to CCIC stockholders increased by $40 million, or 4%, from 2020 to 2021.
The increase was due to the previously-mentioned increase in income from continuing operations, partially offset by the previously-mentioned loss from discontinued operations, net of tax.
We may also purchase shares
of our common stock.
| Net increase (decrease) in cash, cash equivalents, and restricted cash - continuing operations | | | 147 | | | | | | 43 | | | | | | (75) | | |
| Effect of exchange rate changes on cash | | | — | | | | | | — | | | | | | — | | |
| Net increase (decrease) in cash, cash equivalents, and restricted cash - continuing operations | | | 147 | | | | | | 43 | | | | | | (75) | | |
| Net increase (decrease) in cash, cash equivalents, and restricted cash - discontinued operations(a) | | | (62) | | | | | | — | | | | | | — | | |
*•*entering into an amendment to the 2016 Credit Facility in June 2021 that provided for, among other things, (1) the extension of the maturity date of the Credit Facility from June 2024 to June 2026, (2) reductions to the interest rate spread and unused commitment fee percentage upon meeting specified annual sustainability targets and increases to the interest rate spread and unused commitment fee percentage upon the failure to meet specified annual sustainability thresholds and (3) the inclusion of "hardwired" LIBOR transition provisions consistent with those published by the Alternative Reference Rate Committee.
*ATM Program.* We previously maintained a 2018 ATM Program through which we had the right to issue and sell shares of our common stock having an aggregate gross sales price of up to $750 million to or through sales agents.
In March 2021, we terminated the formerly outstanding 2018 ATM Program with the entire gross sales price of $750 million remaining unsold.
In March 2021, we established the 2021 ATM Program through which we may issue and sell shares of our common stock having an aggregate gross sales price of up to $750 million.
Sales under the 2021 ATM Program may be made by means of ordinary brokers' transactions on the NYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or, subject to our specific instructions, at negotiated prices.
We intend to use the net proceeds from any sales under the 2021 ATM Program for general corporate purposes, which may include (1) the funding of future acquisitions or investments or (2) the repayment or repurchase of any outstanding indebtedness.
See also note 10 to our consolidated financial statements.
The proceeds of our 2016 Revolver may be used for general corporate purposes, which may include the financing of capital expenditures, the repayment or repurchase of any outstanding indebtedness, acquisitions and purchases of our common stock.
The proceeds from our Commercial Paper Notes may be used for general corporate purposes, which may include the financing of capital expenditures, the repayment or repurchase of any outstanding indebtedness, acquisitions and purchases of our common stock.
The following table summarizes our material cash requirements as of December 31, 2021.
| Debt and other long-term obligations(a) | | | $ | 338 | | | | | $ | 1,841 | | | | | $ | 844 | | | | | $ | 637 | | | | | $ | 1,659 | | | | | $ | 15,478 | | | | | $ | 20,797 | |
| Interest payments on debt and other long-term obligations(b)(c) | | | 647 | | | | | | 645 | | | | | | 611 | | | | | | 605 | | | | | | 550 | | | | | | 6,421 | | | | | | 9,479 | | |
| Lease obligations(d) | | | 556 | | | | | | 553 | | | | | | 545 | | | | | | 530 | | | | | | 520 | | | | | | 5,749 | | | | | | 8,453 | | |
| Total material cash requirements | | | $ | 1,541 | | | | | $ | 3,039 | | | | | $ | 2,000 | | | | | $ | 1,772 | | | | | $ | 2,729 | | | | | $ | 27,648 | | | | | $ | 38,729 | |
See *"Item 1A.
Risk Factors"* for additional information about the anticipated discontinuation of LIBOR, which may impact the interest rates on our variable rate debt.
Additionally, see note 7 to our consolidated financial statements for information regarding potential upward or downward adjustments to the interest rate spread and unused commitment fee percentage on our 2016 Credit Facility if we achieve specified annual sustainability targets or fail to meet annual sustainability thresholds.
Each annual period presented assumes the downward adjustments in the interest rate spread and unused commitment fee percentage on our 2016 Credit Facility.
See *"Item 1A.
◦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.
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.
*Sprint Cancellation*
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.
MD&A—General Overview—Sprint Cancellation"* and notes 2 and 15 to our consolidated financial statements for further information regarding the Sprint Cancellation.
Selling, general and administrative expenses for 2020 were $678 million and increased by $64 million, or 10%, from $614 million during 2019.
The increase in selling, general and administrative expenses was primarily related to the growth in our business.
Fiber operating profit for 2020 increased by $431 million, or 45%, from 2019.
growth in our Fiber site rental revenues, partially offset by charges incurred related to a reduction in staffing during the fourth quarter of 2020, comprised of employee severance payments and termination benefits.
Asset write-down charges for 2020 increased by $55 million from 2019, primarily as a result of the write-off of approximately $63 million in property and equipment which, following the Sprint Cancellation, we deemed to have no alternative future use.
The increase predominately resulted from a corresponding increase in our outstanding indebtedness due to the financing of our discretionary capital expenditures, partially offset by reduction in the variable interest rate on our 2016 Term Loan A and 2016 Revolver due to a lower LIBOR.
Net income attributable to CCIC stockholders was $1.1 billion during 2020 compared to $860 million during 2019.
per share, or an aggregate amount of approximately $2.3 billion (see *"Item 7.
Our sustaining capital expenditures were approximately 2% of net revenues in 2020, consistent with historical annual levels.
- paying an aggregate of $113 million in dividends on our previously outstanding 6.875% Mandatory Convertible Preferred Stock;
- establishing a CP Program in April 2019 pursuant to which we may issue short-term, unsecured commercial paper notes.
Notes under the CP Program may be issued, repaid and re-issued from time to time, with an aggregate principal amount of Commercial Paper Notes outstanding under the CP Program at any time not to exceed $1.0 billion.
The net proceeds of the Commercial Paper Notes are expected to be used for general corporate purposes;
- entering into an amendment to the 2016 Credit Facility in June 2019 to (1) increase our commitments under the 2016 Revolver by $750 million for total commitments of $5.0 billion and (2) extend the maturity of the 2016 Credit Facility from June 2023 to June 2024; and
*Commercial Paper Program.* See notes 7 and 17 to our consolidated financial statements for further information regarding our CP Program.
The following table summarizes our material cash requirements as of December 31, 2020, after giving effect to our February 2021 Senior Notes offering and the use of the net proceeds therefrom.
| Debt and other long-term obligations(a) | | | $ | 130 | | | | | $ | 154 | | | | | $ | 1,958 | | | | | $ | 1,941 | | | | | $ | 525 | | | | | $ | 15,031 | | | | | $ | 19,739 | |
| Interest payments on debt and other long-term obligations(b)(c) | | | 603 | | | | | | 631 | | | | | | 623 | | | | | | 574 | | | | | | 561 | | | | | | 7,239 | | | | | | 10,231 | | |
| Lease obligations(d) | | | 546 | | | | | | 543 | | | | | | 538 | | | | | | 532 | | | | | | 518 | | | | | | 5,842 | | | | | | 8,519 | | |
| Total material cash requirements | | | $ | 1,279 | | | | | $ | 1,328 | | | | | $ | 3,119 | | | | | $ | 3,047 | | | | | $ | 1,604 | | | | | $ | 28,112 | | | | | $ | 38,489 | |
We could record impairments in the
Thus, while site rental contracts and tenant relationships are valued based upon the fair value of the site rental contracts
goodwill impairment test.
See also note 2 to our consolidated financial statements for a discussion of the recently adopted accounting pronouncement related to goodwill impairment evaluation.
An excerpt. Shown here: 40 of 155 rewritten, 40 of 46 added and all 34 removed. The counts are complete. For every sentence, read Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in the FY2021 filing and the FY2020 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
16 rewritten, 11 added, 4 removed, 22 unchanged
Our interest rate risk as of December 31, [removed: 2020] [added: 2021] relates primarily to the impact of interest rate movements on the [removed: following, after giving effect to our February 2021 Senior Notes offering and the use of the net proceeds therefrom:][added: following:]
- the potential refinancing of our [removed: $19.7] [added: $20.8] billion in existing debt, compared to [removed: $18.2] [added: $19.7] billion in the prior year;
- our [removed: $1.5] [added: $2.2] billion of floating rate debt representing approximately [removed: 8%] [added: 10%] of total debt, compared to [removed: 16%] [added: 9%] in the prior year; and
We have no significant contractual debt maturities (or anticipated repayment dates on our Tower Revenue Notes) over the next 12 months, other than Commercial Paper Notes [added: that may be outstanding from time to time] and principal payments on certain outstanding debt.
As of December 31, [removed: 2020] [added: 2021] and December 31, [removed: 2019,] [added: 2020,] we had no interest rate [removed: swaps hedging any refinancings.][added: swaps.]
See below for a tabular presentation of our scheduled contractual debt maturities as of December 31, [removed: 2020] [added: 2021] and a discussion of anticipated repayment dates.
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: $2] [added: $3] million.
As of December 31, [removed: 2019,] [added: 2020,] we had approximately [removed: $3.0] [added: $1.9] billion of floating rate debt, none of which had LIBOR floors.
Risk Factors"* for a discussion [removed: of uncertainty] related to the [removed: continued use] [added: anticipated discontinuation] of LIBOR.
The following table provides information about our market risk related to changes in interest [removed: rates, after giving effect to our February 2021 Senior Notes offering and the use of the net proceeds therefrom.][added: rates.]
The future principal payments and weighted-average interest rates are presented as of December 31, [removed: 2020.][added: 2021.]
| *(In millions of dollars)* | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | Thereafter | | | | | | Total | | | | | | Fair Value(a) | | |
| Average interest rate(b)(c)(d) | | | 4.3 | | % | | | | [removed: 4.5] [added: 3.6] | | % | | | | [removed: 3.6] [added: 3.3] | | % | | | | [removed: 3.3] [added: 1.5] | | % | | | | [removed: 1.5] [added: 4.8] | | % | | | | [removed: 4.0] [added: 3.9] | | % | | | | [removed: 3.9] [added: 3.8] | | % | | | | | | |
The Tower Revenue Notes have principal amounts of [removed: $300 million,] $250 million, $700 million and $750 million, with anticipated repayment dates in [removed: 2022,] 2023, 2025 and 2028, respectively.
The Tower Revenue Notes are presented based on their contractual maturity dates ranging from [removed: 2042] [added: 2043] 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 [removed: Notes The full year 2020 Excess Cash Flow of the issuers of the Tower Revenue Notes was approximately $815 million.][added: Notes.]
(e) [removed: Consists] [added: Predominately consists] of our senior unsecured term loan A facility ("2016 Term Loan A") and our 2016 Revolver borrowings, each of which matures in [removed: 2024.][added: 2026.]
As of December 31, 2021, we had $2.2 billion of floating rate debt, none of which had LIBOR floors.
| Fixed rate debt(b) | | | $ | 42 | | | | | $ | 1,787 | | | | | $ | 782 | | | | | $ | 529 | | | | | $ | 27 | | | | | $ | 15,478 | | | | | $ | 18,645 | | | | | $ | 19,436 | |
| Variable rate debt(e) | | | $ | 296 | | (f) | | | $ | 54 | | | | | $ | 62 | | | | | $ | 108 | | | | | $ | 1,632 | | | | | $ | — | | | | | $ | 2,152 | | | | | $ | 2,152 | |
| Average interest rate(e) | | | 0.6 | | % | | | | 2.4 | | % | | | | 2.7 | | % | | | | 2.8 | | % | | | | 2.8 | | % | | | | — | | % | | | | 2.5 | | % | | | | | | |
The full year 2021 Excess Cash Flow of the issuers of the Tower Revenue Notes was approximately $933 million.
See *"Item 1A.
Risk Factors"* for additional information about the anticipated discontinuation of LIBOR, which may impact the interest rates on our variable rate debt.
Additionally, see note 7 to our consolidated financial statements for information regarding potential upward or downward adjustments to the interest rate spread and unused commitment fee percentage on our 2016 Credit Facility if we achieve specified annual sustainability targets or fail to meet annual sustainability thresholds.
Each annual period presented assumes the downward adjustments in the interest rate spread and unused commitment fee percentage on our 2016 Credit Facility.
(f) Predominately consists of outstanding indebtedness under our CP Program.
Such amounts may be issued, repaid or re-issued from time to time.
As of December 31, 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.
| Fixed rate debt(b) | | | $ | 42 | | | | | $ | 37 | | | | | $ | 1,783 | | | | | $ | 778 | | | | | $ | 525 | | | | | $ | 15,030 | | | | | $ | 18,195 | | | | | $ | 19,914 | |
| Variable rate debt(e) | | | $ | 88 | | | | | $ | 117 | | | | | $ | 176 | | | | | $ | 1,163 | | | | | $ | — | | | | | $ | — | | | | | $ | 1,544 | | | | | $ | 1,544 | |
| Average interest rate(e) | | | 1.3 | | % | | | | 1.3 | | % | | | | 1.5 | | % | | | | 1.8 | | % | | | | — | | % | | | | — | | % | | | | 1.7 | | % | | | | | | |
Item 1. Business
32 rewritten, 15 added, 8 removed, 173 unchanged
We own, operate and lease shared communications infrastructure that is geographically dispersed throughout the U.S., including [removed: approximately] [added: more than] (1) 40,000 towers and other structures, such as rooftops (collectively, "towers"), and (2) 80,000 route miles of fiber primarily supporting small cell networks ("small cells") and fiber solutions.
Our largest tenants are [removed: T-Mobile (which merged with Sprint in April 2020),] [added: T-Mobile,] AT&T and Verizon Wireless, which collectively accounted for approximately [removed: 76%] [added: three-fourths] of our [removed: 2020] [added: 2021] consolidated site rental [removed: revenues (including revenues previously derived from Sprint).][added: revenues.]
Site rental revenues represented [removed: 91%] [added: 90%] of our [removed: 2020] [added: 2021] consolidated net revenues, of which [removed: approximately 66%] [added: 67%] and [removed: 34%] [added: 33%] were from our Towers segment and our Fiber segment, respectively.
Within our Fiber segment, [removed: 70%] [added: 69%] and [removed: 30%] [added: 31%] of our [removed: 2020] [added: 2021] Fiber site rental revenues related to fiber solutions and small cells, respectively.
[removed: Exclusive] [added: As] of [added: December 31, 2021, exclusive of] renewals exercisable at the tenants' option, our tenant contracts [removed: have] [added: had] a weighted-average remaining life of approximately five years and [removed: represent $27] [added: represented $31] billion of expected future cash inflows.
[removed: In addition, under the Tax Reform Act,] [added: For taxable years beginning before 2026,] qualified REIT dividends (within the meaning of Section 199A(e)(3) of the Code) constitute a part of a non-corporate taxpayer's "qualified business income amount" and thus our non-corporate U.S. stockholders may be eligible to take a qualified business income deduction in an amount equal to 20% of such dividends received from us.
This increase in data consumption is driven by factors such as growth in (1) mobile entertainment (such as mobile video, mobile applications and social networking), (2) mobile internet usage (supporting web browsing and trends in telehealth, remote [removed: working] [added: working, online learning] and other remote communications), (3) machine-to-machine applications or the "Internet of Things" (such as connected cars and smart city technologies), and (4) the adoption of other bandwidth-intensive applications (such as cloud services and video communications).
- consumers' growing wireless data consumption [removed: likely resulting in] [added: leading] major wireless carriers [removed: continuing] to upgrade and enhance their networks through the efficient use of both towers and small cells, including in connection with 5G deployments, in an effort to improve network quality and capacity and customer retention or satisfaction;
Our Towers tenant contracts, while amended and re-negotiated over time, have historically led to a long-term relationship with tenants on our towers, resulting in a retention rate generally between [removed: 97%] [added: 98%] and 99% each year.
See note 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 [removed: options.][added: options as of December 31, 2021.]
The average monthly rental payment from a new tenant added to towers can vary based on (1) aggregate tenant volume, (2) the [removed: region in the U.S. where] [added: location of] the [removed: tower is located,] [added: tower,] or (3) the amount of [added: tower and ground] space [removed: granted] [added: leased] to a tenant, which can be influenced by the [removed: physical] [added: quantity,] size, [removed: weight] and [removed: shape] [added: weight] of the tenant's antenna installation or related equipment.
When possible, we seek to receive rental payment increases in connection with tenant contract amendments, pursuant to which our tenants add antennas or other equipment to our towers [added: or ground space] on which they already have equipment pursuant to preexisting tenant contracts.
As of December 31, [removed: 2020,] [added: 2021,] the average number of tenants (calculated as a unique license together with any related amendments thereto) per tower is approximately [removed: 2.1.][added: 2.3.]
The following chart sets forth the number of existing tenants per tower as of December 31, [removed: 2020] [added: 2021] (see *"Item 7.
[removed: ][added: ]
Our fiber assets include those we acquired from: (1) NextG Networks, Inc. in [removed: 2012 ,] [added: 2012,] (2) Quanta Fiber Networks, Inc. in 2015, (3) FPL FiberNet Holdings, LLC and certain other subsidiaries of NextEra Energy, Inc. in 2017, (4) Wilcon Holdings LLC in 2017 and (5) LTS Group Holdings LLC in 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 site, (4) the [removed: region] [added: market] in the U.S. where the fiber is located and (5) any upfront payment received.
[removed: For 2020, approximately 65% of our services and other revenues related to] installation services, and the remainder predominately related to site development services.
These [removed: activities] [added: services] are typically non-recurring and highly competitive, with several competitors in most markets.
Typically, our [removed: installation services are billed on a cost-plus profit basis and] site development services [added: and installation services] are billed on a fixed fee basis.
Collectively, these three tenants accounted for approximately [removed: 76%] [added: three-fourths] of our [removed: 2020] [added: 2021] site rental revenues [removed: (including revenues previously derived from Sprint).][added: .]
For [removed: 2020,] [added: 2021,] our site rental revenues by tenant were as follows:
[removed: ][added: ]
At January 31, [removed: 2021,] [added: 2022,] we employed approximately [removed: 4,900] [added: 5,000] people, all of whom were based in the U.S. Of our total employees, approximately [removed: 24%] [added: 12%] were field workers.
Our [removed: 2020] [added: 2021] annual employee survey indicated strong employee engagement exceeding U.S. company norms.
We continue to focus on building [added: and retaining] a more diverse workforce and a more inclusive community to make our company stronger and more innovative.
In addition, our board of directors is currently comprised of [removed: 40%] [added: 50%] female or racially diverse directors, including each of the four most recently appointed directors.
We offer a competitive total rewards package which includes market-based pay, performance-based annual incentive awards, healthcare and retirement benefits, [added: mental health benefits,] parental and family leave, holiday and paid time off and tuition assistance.
MD&A⸺General [removed: Overview⸺Coronavirus (COVID-19)"*] [added: Overview⸺COVID-19"*] for information on the measures we have taken with respect to our workforce in light of the global outbreak of the novel coronavirus (COVID-19).
Local zoning authorities may render decisions that prevent the construction or modification of towers or small cells, or place conditions on such [added: construction or modifications that are responsive to community residents' concerns regarding the height, visibility, or other characteristics of such infrastructure.]
Over the last several years, the FCC has adopted regulations and [removed: 28] [added: 30] states have passed legislation intended to expedite and streamline the deployment of wireless networks, including establishing presumptively reasonable timeframes for reviews by local and state governments.
In addition, our corporate governance guidelines, business practices, ethics policy and financial code of ethics and the charters of our Audit Committee, Compensation Committee and [removed: Nominating & Corporate] [added: Nominating, Environmental, Social and] Governance Committee are available through the investor relations section of our website at http://www.crowncastle.com/investors/corporate-governance, and such information is also available in print to any stockholder who requests it.
For example, on January 6, 2022, we entered into a 12-year agreement with T-Mobile ("T-Mobile Agreement"), which includes contracted new tower leasing activity and a base escalator that is consistent with historical levels for our Towers segment.
Risk Factors"* for additional information regarding expected higher non-renewals (which we define as the reduction in site rental revenues as a result of tenant churn, terminations and, in limited circumstances, reductions of existing lease rates) as a result of the T-Mobile Agreement.
The T-Mobile Agreement also includes a contractual commitment by T-Mobile for 35,000 new small cell nodes, including specific commitments in each of the next five years.
For 2021, approximately 40% of our services and other revenues related to
Environmental, Social and Governance ("ESG")
Our shared communications infrastructure model results in the use of fewer resources, including water, energy, metals and other materials, than would otherwise be needed to construct and maintain communications infrastructure.
We are committed to operating responsibly and ethically and considering social and environmental impacts as we make business decisions.
In 2021, we incorporated annual sustainability targets into our senior unsecured credit facility and announced our goal to be carbon neutral by 2025 in Scope 1 and 2 emissions by continuing to invest in energy reduction initiatives, sourcing renewable energy, and, to a lesser extent, utilizing carbon credits or offsets.
We plan to continue investing in projects that are both good for our business and good for the environment.
Additionally, in 2021, our board of directors expanded the responsibilities of the Nominating, Environmental, Social and Governance Committee (formerly, the Nominating & Corporate Governance Committee) to include assisting the board of directors with ESG oversight.
Our executive management team and senior management keep our board of directors apprised of our ESG priorities, goals and initiatives.
Together, our board of directors and executive management team define our strategic approach to managing actual and potential impacts of significant ESG risks and opportunities.
Additional information regarding our sustainability initiatives and progress is also available through the investor section of our website at https://www.crowncastle.com/investors/corporate-sustainability.
The information on our website, including our most recent ESG Report, is not, and shall not be deemed to be, incorporated by reference into this 2021 Form 10-K or any other filings with the SEC unless expressly noted in any such other filings.
See *"Item 1A.
The Tax Cuts and Jobs Act, which was signed into law in 2017 ("Tax Reform Act"), made substantial changes to the Code.
Among the many changes impacting corporations are a significant reduction in the corporate income tax rate, the repeal
of the corporate alternative minimum tax for years beginning in 2018 and limitations on the deductibility of interest expense.
The Tax Reform Act has not had a material impact on us.
(a)Includes revenues previously derived from Sprint.
On April 1, 2020, T-Mobile and Sprint announced the completion of their previously disclosed merger.
For 2020, our voluntary employee turnover rate was approximately 3.5%.
construction or modifications that are responsive to community residents' concerns regarding the height, visibility, or other characteristics of such infrastructure.
Item 3. Legal Proceedings
1 rewritten, 0 added, 0 removed, 3 unchanged
See the disclosure in [removed: notes 9 and] [added: note] 12 to our consolidated financial statements set forth in Part II, Item 8 of this [removed: 2020] [added: 2021] Form 10-K.
Cover and table of contents
32 rewritten, 6 added, 7 removed, 76 unchanged
For the fiscal year ended December 31, [removed: 2020][added: 2021]
[removed: ][added: ]
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately [removed: $69.4] [added: $84.0] billion as of June 30, [removed: 2020,] [added: 2021,] 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: $167.35] [added: $195.10] per share.
As of February [removed: 17, 2021,] [added: 18, 2022,] there were [removed: 431,311,859] [added: 432,214,568] shares of common stock outstanding.
The information required to be furnished pursuant to Part III of this Form 10-K will be set forth in, and incorporated by reference from, the registrant's definitive proxy statement for the annual meeting of stockholders [removed: ("2021] [added: ("2022] 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: 2020.][added: 2021.]
| Item 1. | | | | | | [removed: [Business](#ia1dd4efa0118456497519a40e08200fa_16)] [added: [Business](#ifcf6bae2f5f74a8e931fcc13dee86fdb_13)] | | | [removed: [4](#ia1dd4efa0118456497519a40e08200fa_16)] [added: [4](#ifcf6bae2f5f74a8e931fcc13dee86fdb_13)] | | |
| Item 1A. | | | | | | [Risk [removed: Factors](#ia1dd4efa0118456497519a40e08200fa_19)] [added: Factors](#ifcf6bae2f5f74a8e931fcc13dee86fdb_16)] | | | [removed: [12](#ia1dd4efa0118456497519a40e08200fa_19)] [added: [13](#ifcf6bae2f5f74a8e931fcc13dee86fdb_16)] | | |
| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#ia1dd4efa0118456497519a40e08200fa_22)] [added: Comments](#ifcf6bae2f5f74a8e931fcc13dee86fdb_19)] | | | [removed: [24](#ia1dd4efa0118456497519a40e08200fa_22)] [added: [25](#ifcf6bae2f5f74a8e931fcc13dee86fdb_19)] | | |
| Item 2. | | | | | | [removed: [Properties](#ia1dd4efa0118456497519a40e08200fa_25)] [added: [Properties](#ifcf6bae2f5f74a8e931fcc13dee86fdb_22)] | | | [removed: [24](#ia1dd4efa0118456497519a40e08200fa_25)] [added: [25](#ifcf6bae2f5f74a8e931fcc13dee86fdb_22)] | | |
| Item 3. | | | | | | [Legal [removed: Proceedings](#ia1dd4efa0118456497519a40e08200fa_28)] [added: Proceedings](#ifcf6bae2f5f74a8e931fcc13dee86fdb_25)] | | | [removed: [24](#ia1dd4efa0118456497519a40e08200fa_28)] [added: [25](#ifcf6bae2f5f74a8e931fcc13dee86fdb_25)] | | |
| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#ia1dd4efa0118456497519a40e08200fa_31)] [added: Disclosures](#ifcf6bae2f5f74a8e931fcc13dee86fdb_28)] | | | [removed: [24](#ia1dd4efa0118456497519a40e08200fa_31)] [added: [25](#ifcf6bae2f5f74a8e931fcc13dee86fdb_28)] | | |
| Item 5. | | | | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ia1dd4efa0118456497519a40e08200fa_37)] [added: Securities](#ifcf6bae2f5f74a8e931fcc13dee86fdb_34)] | | | [removed: [25](#ia1dd4efa0118456497519a40e08200fa_37)] [added: [26](#ifcf6bae2f5f74a8e931fcc13dee86fdb_34)] | | |
| Item 7. | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia1dd4efa0118456497519a40e08200fa_46)] [added: Operations](#ifcf6bae2f5f74a8e931fcc13dee86fdb_40)] | | | [removed: [27](#ia1dd4efa0118456497519a40e08200fa_46)] [added: [28](#ifcf6bae2f5f74a8e931fcc13dee86fdb_40)] | | |
| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ia1dd4efa0118456497519a40e08200fa_58)] [added: Risk](#ifcf6bae2f5f74a8e931fcc13dee86fdb_52)] | | | [removed: [44](#ia1dd4efa0118456497519a40e08200fa_58)] [added: [46](#ifcf6bae2f5f74a8e931fcc13dee86fdb_52)] | | |
| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#ia1dd4efa0118456497519a40e08200fa_64)] [added: Data](#ifcf6bae2f5f74a8e931fcc13dee86fdb_58)] | | | [removed: [46](#ia1dd4efa0118456497519a40e08200fa_64)] [added: [48](#ifcf6bae2f5f74a8e931fcc13dee86fdb_58)] | | |
| Item 9. | | | | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ia1dd4efa0118456497519a40e08200fa_163)] [added: Disclosure](#ifcf6bae2f5f74a8e931fcc13dee86fdb_163)] | | | [removed: [85](#ia1dd4efa0118456497519a40e08200fa_163)] [added: [86](#ifcf6bae2f5f74a8e931fcc13dee86fdb_163)] | | |
| Item 9A. | | | | | | [Controls and [removed: Procedures](#ia1dd4efa0118456497519a40e08200fa_166)] [added: Procedures](#ifcf6bae2f5f74a8e931fcc13dee86fdb_166)] | | | [removed: [85](#ia1dd4efa0118456497519a40e08200fa_166)] [added: [86](#ifcf6bae2f5f74a8e931fcc13dee86fdb_166)] | | |
| Item 9B. | | | | | | [Other [removed: Information](#ia1dd4efa0118456497519a40e08200fa_169)] [added: Information](#ifcf6bae2f5f74a8e931fcc13dee86fdb_169)] | | | [removed: [86](#ia1dd4efa0118456497519a40e08200fa_169)] [added: [87](#ifcf6bae2f5f74a8e931fcc13dee86fdb_169)] | | |
| | | | | | | [PART [removed: III](#ia1dd4efa0118456497519a40e08200fa_172)] [added: III](#ifcf6bae2f5f74a8e931fcc13dee86fdb_172)] | | | | | |
| Item 10. | | | | | | [Directors and Executive Officers of the [removed: Registrant](#ia1dd4efa0118456497519a40e08200fa_175)] [added: Registrant](#ifcf6bae2f5f74a8e931fcc13dee86fdb_175)] | | | [removed: [86](#ia1dd4efa0118456497519a40e08200fa_175)] [added: [87](#ifcf6bae2f5f74a8e931fcc13dee86fdb_175)] | | |
| Item 11. | | | | | | [Executive [removed: Compensation](#ia1dd4efa0118456497519a40e08200fa_178)] [added: Compensation](#ifcf6bae2f5f74a8e931fcc13dee86fdb_178)] | | | [removed: [86](#ia1dd4efa0118456497519a40e08200fa_178)] [added: [87](#ifcf6bae2f5f74a8e931fcc13dee86fdb_178)] | | |
| Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and [removed: Management](#ia1dd4efa0118456497519a40e08200fa_181)] [added: Management](#ifcf6bae2f5f74a8e931fcc13dee86fdb_181)] | | | [removed: [86](#ia1dd4efa0118456497519a40e08200fa_181)] [added: [87](#ifcf6bae2f5f74a8e931fcc13dee86fdb_181)] | | |
| Item 13. | | | | | | [Certain Relationships and Related [removed: Transactions](#ia1dd4efa0118456497519a40e08200fa_184)] [added: Transactions](#ifcf6bae2f5f74a8e931fcc13dee86fdb_184)] | | | [removed: [86](#ia1dd4efa0118456497519a40e08200fa_184)] [added: [87](#ifcf6bae2f5f74a8e931fcc13dee86fdb_184)] | | |
| Item 14. | | | | | | [Principal Accounting Fees and [removed: Services](#ia1dd4efa0118456497519a40e08200fa_187)] [added: Services](#ifcf6bae2f5f74a8e931fcc13dee86fdb_187)] | | | [removed: [87](#ia1dd4efa0118456497519a40e08200fa_187)] [added: [87](#ifcf6bae2f5f74a8e931fcc13dee86fdb_187)] | | |
| | | | | | | [PART [removed: IV](#ia1dd4efa0118456497519a40e08200fa_190)] [added: IV](#ifcf6bae2f5f74a8e931fcc13dee86fdb_190)] | | | | | |
| Item 15. | | | | | | [Exhibits, Financial Statement [removed: Schedules](#ia1dd4efa0118456497519a40e08200fa_193)] [added: Schedules](#ifcf6bae2f5f74a8e931fcc13dee86fdb_193)] | | | [removed: [88](#ia1dd4efa0118456497519a40e08200fa_193)] [added: [88](#ifcf6bae2f5f74a8e931fcc13dee86fdb_193)] | | |
| Item 16. | | | | | | [Form 10-K [removed: Summary](#ia1dd4efa0118456497519a40e08200fa_199)] [added: Summary](#ifcf6bae2f5f74a8e931fcc13dee86fdb_199)] | | | [removed: [96](#ia1dd4efa0118456497519a40e08200fa_199)] [added: [97](#ifcf6bae2f5f74a8e931fcc13dee86fdb_199)] | | |
| [removed: [Signatures](#ia1dd4efa0118456497519a40e08200fa_211)] [added: [Signatures](#ifcf6bae2f5f74a8e931fcc13dee86fdb_211)] | | | | | | | | | [removed: [99](#ia1dd4efa0118456497519a40e08200fa_211)] [added: [100](#ifcf6bae2f5f74a8e931fcc13dee86fdb_211)] | | |
This Annual Report on Form 10-K [removed: ("2020] [added: ("2021] 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").
Such forward-looking statements include (1) [removed: benefits] [added: benefits, growth, returns, stockholder value,] and opportunities stemming from our strategy, strategic position, business model and capabilities, (2) the strength and growth potential of the U.S. market for shared communications infrastructure investment, (3) expectations regarding anticipated growth in the wireless industry, and consumption of and demand for data, including growth in, and factors driving, consumption and demand, (4) potential benefits of our communications infrastructure (on an individual and collective basis) and expectations regarding demand [removed: therefore,] [added: therefor,] including potential benefits and continuity of and factors driving such demand, (5) competitive factors affecting our business, (6) expectations regarding [added: construction, including duration of our] construction [added: projects,] and acquisition of communications infrastructure, (7) focus on workforce diversity and inclusion, (8) the utilization of our net operating loss carryforwards ("NOLs"), (9) expectations regarding wireless carriers' network investments, (10) expectations regarding continued [removed: adoption and] increase in usage of high-bandwidth applications by organizations, [removed: (11) expected benefits of spectrum auctions, (12) expected use of net proceeds from issuances under the commercial paper program ("CP Program"), (13) our full year 2021 outlook and the]
[added: (11) availability of spectrum and the expected benefits of spectrum auctions, (12) expected use of net proceeds from issuances under the commercial paper program ("CP Program"), (13) our full year 2022 outlook and the] anticipated growth in our financial results, including future [removed: revenues,] [added: revenues] and [added: operating cash flows, and] the expectations regarding our [removed: 2021] [added: 2022] capital expenditures, as well as the factors impacting our financial results and the levels of capital expenditures, (14) expectations regarding our capital structure and the credit markets, our availability and cost of capital, capital allocation, our leverage ratio and interest coverage targets, our ability to service our debt and comply with debt covenants, future of [removed: LIBOR] [added: the London interbank offered rate ("LIBOR")] and any replacement rate thereto, level of available commitment we intend to maintain under our debt instruments, and the plans for and the benefits of any future refinancings, (15) the utility of certain financial measures, including non-GAAP financial measures, (16) expectations related to our ability to remain qualified as a real estate investment trust ("REIT") and the advantages, benefits or impact of, or opportunities created by, our REIT status, (17) adequacy, projected sources and uses of liquidity, (18) expectations related to the impact of tenant consolidation or ownership changes, including the impact from the [removed: merger of] T-Mobile and [removed: Sprint,] [added: Sprint network consolidation,] (19) expectations regarding non-renewals of tenant contracts, [removed: (20)] [added: including as a result of the T-Mobile Agreement (as defined below), (19)] our dividend policy and the timing, amount, growth or tax characterization of our dividends, [removed: (21) the potential effects of] [added: (20)] the [removed: restatement of our previously issued consolidated financial statements,] [added: T-Mobile Agreement,] including [removed: any litigation stemming] [added: expectations related thereto and the benefits derived] therefrom, [removed: (22)] [added: (21)] the potential impact of the [removed: novel coronavirus (COVID-19) pandemic, (23)] [added: COVID-19 pandemic and any measures taken with respect thereto, (22)] the potential impact on our business from unforeseen [removed: events, (24)] [added: events or cybersecurity breaches and other information technology disruptions, (23)] the outcome of outstanding [removed: litigation] [added: litigation, (24) our carbon neutral goal] and [added: plans related thereto,] (25) [added: small cell deployment and any delays related thereto, (26) supply chain disruptions and labor shortages and] the [removed: intended use of net proceeds from] [added: delays resulting therefrom, (27)] our [removed: February 2021 issuance] [added: discretionary investments and the benefits derived therefrom, (28) the annual adjustments in the interest rate spread and unused commitment fee percentage on our 2016 Credit Facility and (29) the redemption] of [removed: senior unsecured notes.][added: the 3.849% Secured Notes (as defined below).]
Unless this [removed: 2020] [added: 2021] Form 10-K indicates otherwise or the context otherwise requires, the terms, "we," "our," "our company," "the company" or "us" as used in this [removed: 2020] [added: 2021] Form 10-K refer to Crown Castle International Corp. and its predecessor (organized in 1995), as applicable, each a Delaware corporation (together, "CCIC"), and their subsidiaries.
8020 Katy Freeway, Houston, Texas 77024-1908
| | | | | | | [PART I](#ifcf6bae2f5f74a8e931fcc13dee86fdb_10) | | | | | |
| | | | | | | [PART II](#ifcf6bae2f5f74a8e931fcc13dee86fdb_31) | | | | | |
| Item 6. | | | | | | [\[Reserved\]](#ifcf6bae2f5f74a8e931fcc13dee86fdb_37) | | | [28](#ifcf6bae2f5f74a8e931fcc13dee86fdb_37) | | |
| Item 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ifcf6bae2f5f74a8e931fcc13dee86fdb_1837) | | | [87](#ifcf6bae2f5f74a8e931fcc13dee86fdb_1837) | | |
Interpretation
1220 Augusta Drive, Suite 600, Houston, Texas 77057-2261
| | | | | | | [PART I](#ia1dd4efa0118456497519a40e08200fa_13) | | | | | |
| | | | | | | [PART II](#ia1dd4efa0118456497519a40e08200fa_34) | | | | | |
| Item 6. | | | | | | [Selected Financial Data](#ia1dd4efa0118456497519a40e08200fa_40) | | | [27](#ia1dd4efa0118456497519a40e08200fa_40) | | |
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.
Item 2. Properties
2 rewritten, 0 added, 0 removed, 22 unchanged
We own, lease or manage [removed: approximately] [added: more than] 40,000 towers geographically dispersed throughout the U.S. Towers are vertical metal structures generally ranging in height from 50 to 300 feet.
Additionally, we own or lease [removed: approximately] [added: more than] 80,000 route miles of fiber primarily supporting our small cells and fiber solutions.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
8 rewritten, 7 added, 7 removed, 25 unchanged
As of February [removed: 17, 2021,] [added: 18, 2022,] there were approximately [removed: 480] [added: 528] holders of record of our common stock.
Business—REIT [removed: Status"*] [added: Status,"*] *"Item 1A.
The following table summarizes information with respect to purchases of our equity securities during the fourth quarter of [removed: 2020:][added: 2021:]
The following performance graph is a comparison of the five-year cumulative total stockholder return on our common stock against the cumulative total return of the S&P 500 Market Index, the Dow Jones U.S. Telecommunications Equipment Index and the FTSE NAREIT All Equity REITs Index for the period commencing December 31, [removed: 2015] [added: 2016] and ending December 31, [removed: 2020.][added: 2021.]
[removed: ][added: ]
| Company/Index/Market | | | | | | [removed: 2015] [added: 2016] | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | |
| FTSE Nareit All Equity REITs Index | | | | | | 100.00 | | | | | | [removed: 107.59] [added: 108.67] | | | | | | [removed: 116.92] [added: 104.28] | | | | | | [removed: 112.19] [added: 134.17] | | | | | | [removed: 144.35] [added: 127.30] | | | | | | [removed: 136.96] [added: 179.87] | | |
The performance graph above and related text are being furnished solely to accompany this [removed: 2020] [added: 2021] 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.
| October 1 - October 31, 2021 | | | | | | 1 | | | | | | $ | 169.82 | | | | | — | | | | | | — | | |
| November 1 - November 30, 2021 | | | | | | 3 | | | | | | 180.85 | | | | | | — | | | | | | — | | |
| December 1 - December 31, 2021 | | | | | | 2 | | | | | | 189.62 | | | | | | — | | | | | | — | | |
| Total | | | | | | 6 | | | | | | $ | 181.33 | | | | | — | | | | | | — | | |
| Crown Castle International Corp. | | | | | | $ | 100.00 | | | | | $ | 132.93 | | | | | $ | 135.23 | | | | | $ | 183.19 | | | | | $ | 211.79 | | | | | $ | 286.07 | |
| S&P 500 Market Index | | | | | | 100.00 | | | | | | 121.83 | | | | | | 116.49 | | | | | | 153.17 | | | | | | 181.35 | | | | | | 233.41 | | |
| DJ U.S. Telecommunications Equipment Index | | | | | | 100.00 | | | | | | 123.05 | | | | | | 133.55 | | | | | | 155.24 | | | | | | 158.83 | | | | | | 231.68 | | |
| 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 | | | | | — | | | | | | — | | |
| 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 | | |
Item 6. [Reserved]
0 rewritten, 0 added, 1 removed, 0 unchanged
N/A
Item 8. Financial Statements and Supplementary Data
381 rewritten, 101 added, 101 removed, 809 unchanged
| Report of Independent Registered Public Accounting Firm [added: (PCAOB ID 238)] | | | [removed: [47](#ia1dd4efa0118456497519a40e08200fa_67)] [added: [49](#ifcf6bae2f5f74a8e931fcc13dee86fdb_61)] | | |
| [Consolidated Balance Sheet as of December [removed: 31, 20](#ia1dd4efa0118456497519a40e08200fa_70)20] [added: 31,](#ifcf6bae2f5f74a8e931fcc13dee86fdb_64) 2021] and [removed: 2019] [added: 2020] | | | [removed: [49](#ia1dd4efa0118456497519a40e08200fa_70)] [added: [51](#ifcf6bae2f5f74a8e931fcc13dee86fdb_64)] | | |
| [Consolidated Statement of Operations and Comprehensive Income (Loss) for each of the three years in the period ended December [removed: 31, 20](#ia1dd4efa0118456497519a40e08200fa_76)[2](#ia1dd4efa0118456497519a40e08200fa_76)0] [added: 31,](#ifcf6bae2f5f74a8e931fcc13dee86fdb_70) 2021] | | | [removed: [50](#ia1dd4efa0118456497519a40e08200fa_76)] [added: [52](#ifcf6bae2f5f74a8e931fcc13dee86fdb_70)] | | |
| [Consolidated Statement of Cash Flows for each of the three years in the period ended December [removed: 31, 20](#ia1dd4efa0118456497519a40e08200fa_79)[2](#ia1dd4efa0118456497519a40e08200fa_79)0] [added: 31,](#ifcf6bae2f5f74a8e931fcc13dee86fdb_73) 2021] | | | [removed: [51](#ia1dd4efa0118456497519a40e08200fa_79)] [added: [53](#ifcf6bae2f5f74a8e931fcc13dee86fdb_73)] | | |
| Consolidated Statement of Equity for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] | | | [removed: [52](#ia1dd4efa0118456497519a40e08200fa_82)] [added: [54](#ifcf6bae2f5f74a8e931fcc13dee86fdb_76)] | | |
| [Notes to Consolidated Financial [removed: Statements](#ia1dd4efa0118456497519a40e08200fa_85)] [added: Statements](#ifcf6bae2f5f74a8e931fcc13dee86fdb_79)] | | | [removed: [55](#ia1dd4efa0118456497519a40e08200fa_85)] [added: [57](#ifcf6bae2f5f74a8e931fcc13dee86fdb_79)] | | |
| Schedule II - Valuation and Qualifying Accounts for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [97](#ia1dd4efa0118456497519a40e08200fa_202)] [added: [98](#ifcf6bae2f5f74a8e931fcc13dee86fdb_202)] | | |
| Schedule III - Schedule of Real Estate and Accumulated Depreciation for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] | | | [removed: [98](#ia1dd4efa0118456497519a40e08200fa_205)] [added: [99](#ifcf6bae2f5f74a8e931fcc13dee86fdb_205)] | | |
We have audited the accompanying consolidated balance [removed: sheets] [added: sheet] of Crown Castle International Corp. and its subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] including the related notes and financial statement schedules listed in the index appearing under Item 15(a)(2) (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: 2020,] [added: 2021,] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.
*Revenue Recognition [removed: – Towers*][added: - Towers Segment*]
As described in Notes 2 and 14 to the consolidated financial statements, the Company recognized [removed: $3,497] [added: $3,804] million in site rental revenues and [removed: $500] [added: $601] million in services and other revenues from its Towers segment for the year ended December 31, [removed: 2020.][added: 2021.]
The Company generates site rental revenues from its core business [removed: 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.
For the performance of the installation service, the Company has one performance obligation, which is satisfied at the time of the applicable installation or [removed: augmentation.][added: augmentation and recognized as services and other revenues.]
The principal considerations for our determination that performing procedures relating to revenue recognition [removed: –] [added: for the] Towers [added: segment] is a critical audit matter are the significant auditor subjectivity and effort in performing procedures and evaluating the audit evidence obtained related to [removed: customer] [added: tenant contracts and installation service] agreements.
These procedures also included, among [removed: others,] [added: others] (i) testing the completeness and accuracy of management’s identification of the contractual terms by examining [removed: customer] [added: tenant contracts and installation service] agreements on a test [removed: basis,] [added: basis] and (ii) testing the appropriateness of the timing and amount of revenue recognized based on contractual terms and estimated lease term for selected [added: tenant contracts and installation service] agreements.
| | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |
| Cash and cash equivalents | | | $ | [added: 292 | | | | | $ |] 232 | | | | | $ | 196 | |
| Restricted [removed: cash] [added: cash, current] | | | [added: 169 | | | | | |] 144 | | | | | | 137 | | |
| Receivables, net of allowance of $17 and [removed: $18,] [added: $17,] respectively | | | [removed: 431] [added: 543] | | | | | | [removed: 596] [added: 431] | | |
| Prepaid expenses | | | [removed: 95] [added: 105] | | | | | | [removed: 107] [added: 95] | | |
| Other current assets | | | [removed: 202] [added: 145] | | | | | | [removed: 168] [added: 202] | | |
| Total current assets | | | [removed: 1,104] [added: 1,254] | | | | | | [removed: 1,204] [added: 1,104] | | |
| Deferred site rental receivables | | | [removed: 1,408] [added: 1,588] | | | | | | [removed: 1,424] [added: 1,408] | | |
| Property and equipment, net | | | [removed: 15,162] [added: 15,269] | | | | | | [removed: 14,666] [added: 15,162] | | |
| Operating lease right-of-use assets | | | [removed: 6,464] [added: 6,682] | | | | | | [removed: 6,133] [added: 6,464] | | |
| Site rental contracts and tenant relationships, net | | | [removed: 4,365] [added: 3,982] | | | | | | [removed: 4,764] [added: 4,365] | | |
| Other intangible assets, net | | | [removed: 68] [added: 64] | | | | | | [removed: 72] [added: 68] | | |
| Other assets, net | | | [removed: 119] [added: 123] | | | | | | [removed: 116] [added: 119] | | |
| Total assets | | | $ | [removed: 38,768] [added: 39,040] | | | | | $ | [removed: 38,457] [added: 38,768] | |
| Accounts payable | | | $ | [removed: 230] [added: 246] | | | | | $ | [removed: 334] [added: 230] | |
| Accrued interest | | | [removed: 199] [added: 182] | | | | | | [removed: 169] [added: 199] | | |
| Deferred revenues | | | [removed: 704] [added: 776] | | | | | | [removed: 657] [added: 704] | | |
| Other accrued liabilities | | | [removed: 378] [added: 401] | | | | | | [removed: 361] [added: 378] | | |
| Current maturities of debt and other obligations | | | [removed: 129] [added: 72] | | | | | | [removed: 100] [added: 129] | | |
| Current portion of operating lease liabilities | | | [removed: 329] [added: 349] | | | | | | [removed: 299] [added: 329] | | |
| Total current liabilities | | | [removed: 1,969] [added: 2,026] | | | | | | [removed: 1,920] [added: 1,969] | | |
| Debt and other long-term obligations | | | [removed: 19,151] [added: 20,557] | | | | | | [removed: 18,021] [added: 19,151] | | |
February 22, 2022
| | | | 2021 | | | | | | 2020 | | |
| Income (loss) from continuing operations | | | 1,158 | | | | | | 1,056 | | | | | | 860 | | |
| Discontinued operations (see note 9): | | | | | | | | | | | | | | | | | |
| Net gain (loss) from disposal of discontinued operations, net of tax | | | (62) | | | | | | — | | | | | | — | | |
| Income (loss) from discontinued operations, net of tax | | | (62) | | | | | | — | | | | | | — | | |
| Income (loss) from continuing operations, basic | | | $ | 2.68 | | | | | $ | 2.36 | | | | | $ | 1.80 | |
| Income (loss) from discontinued operations, basic | | | (0.14) | | | | | | — | | | | | | — | | |
| Income (loss) from continuing operations, diluted | | | $ | 2.67 | | | | | $ | 2.35 | | | | | $ | 1.79 | |
| Income (loss) from discontinued operations, diluted | | | (0.14) | | | | | | — | | | | | | — | | |
| Income (loss) from continuing operations | | | $ | 1,158 | | | | | $ | 1,056 | | | | | $ | 860 | |
| Asset write-down charges | | | 21 | | | | | | 74 | | | | | | 19 | | |
| Net increase (decrease) in cash, cash equivalents, and restricted cash - continuing operations | | | 147 | | | | | | 43 | | | | | | (75) | | |
| Discontinued operations (see note 9): | | | | | | | | | | | | | | | | | |
| Net cash provided by (used for) operating activities | | | (62) | | | | | | — | | | | | | — | | |
| Balance, December 31, 2020 | | | 431 | | | | | | $ | 4 | | | | | — | | | | | | $ | — | | | | | $ | 17,933 | | | | | $ | (4) | | | | | $ | (8,472) | | | | | $ | 9,461 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2021 | | | 432 | | | | | | $ | 4 | | | | | — | | | | | | — | | | | | | $ | 18,011 | | | | | $ | (4) | | | | | $ | (9,753) | | | | | $ | 8,258 | |
bandwidth and multi-location demands), regardless of whether the payments from the tenant are received in equal monthly amounts during the life of the tenant contract.
For the years ended December 31, 2021, 2020 and 2019, diluted net income (loss) attributable to
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | |
| Income (loss) from continuing operations | | | $ | 1,158 | | | | | $ | 1,056 | | | | | $ | 860 | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Income (loss) from discontinued operations, net of tax | | | $ | (62) | | | | | $ | — | | | | | $ | — | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Income (loss) from continuing operations, basic | | | $ | 2.68 | | | | | $ | 2.36 | | | | | $ | 1.80 | | | | |
| Income (loss) from discontinued operations, basic | | | (0.14) | | | | | | — | | | | | | — | | | | | |
| Net income (loss) attributable to CCIC common stockholders—basic | | | $ | 2.54 | | | | | $ | 2.36 | | | | | $ | 1.80 | | | | |
| Income (loss) from continuing operations, diluted | | | $ | 2.67 | | | | | $ | 2.35 | | | | | $ | 1.79 | | | | |
| Income (loss) from discontinued operations, diluted | | | (0.14) | | | | | | — | | | | | | — | | | | | |
| Net income (loss) attributable to CCIC common stockholders—diluted | | | $ | 2.53 | | | | | $ | 2.35 | | | | | $ | 1.79 | | | | |
| | | | | | | | | | | | | | | | | | | | | |
No accounting pronouncements adopted during the year ended December 31, 2021 had a material impact on the Company's consolidated financial statements.
| Contracted amounts(a) | | | | | | $ | 4,551 | | | | | $ | 4,013 | | | | | $ | 3,499 | | | | | $ | 3,355 | | | | | $ | 3,239 | | | | | $ | 12,689 | | | | | $ | 31,346 | |
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases on January 1, 2019.
February 22, 2021
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 6.875% Mandatory Convertible Preferred Stock, Series A, $0.01 par value; 20 shares authorized; shares issued and outstanding: December 31, 2020—0 and December 31, 2019—2; aggregate liquidation value: December 31, 2020—$0 and December 31, 2019—$1,650 | | | — | | | | | | — | | |
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net proceeds from issuance of common stock | | | — | | | | | | — | | | | | | 841 | | |
| Balance, December 31, 2017 | | | 406 | | | | | | $ | 4 | | | | | 2 | | | | | | — | | | | | | $ | 16,844 | | | | | $ | (4) | | | | | $ | (4,919) | | | | | $ | 11,925 | |
| Net proceeds from issuance of common stock (see note 10) | | | 8 | | | | | | — | | | | | | — | | | | | | — | | | | | | 841 | | | | | | — | | | | | | — | | | | | | 841 | | |
| Other comprehensive income (loss)(a) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1) | | | | | | — | | | | | | (1) | | |
| Balance, December 31, 2018 | | | 415 | | | | | | $ | 4 | | | | | 2 | | | | | | $ | — | | | | | $ | 17,767 | | | | | $ | (5) | | | | | $ | (6,195) | | | | | $ | 11,571 | |
(a)See the consolidated statement of operations and comprehensive income (loss) for the components of "total other comprehensive income (loss)."
(Tabular dollars in millions, except per share amounts)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Effective January 1, 2019, the Company adopted new guidance on the recognition, measurement, presentation and disclosure of leases (commonly referred to as "ASC 842" or the "new lease standard") using a modified retrospective approach as of the effective date without adjusting the comparative periods.
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.
See *"Recently Adopted Accounting Pronouncements"* for a discussion of the recently adopted new guidance related to goodwill impairment evaluation.
| Other | | | — | | | | | | — | | | | | | 1 | | |
The Company also may be subject to certain federal, state, local and foreign taxes on its income and assets, including (1) taxes on any undistributed income, (2) taxes related to the TRSs, (3) franchise taxes, (4) property taxes, and (5) transfer taxes.
As of
| Basic | | | $ | 2.36 | | | | | $ | 1.80 | | | | | $ | 1.23 | |
| Diluted | | | $ | 2.35 | | | | | $ | 1.79 | | | | | $ | 1.23 | |
Foreign currency swaps are valued at settlement amounts using observable exchange rates and, if material, reflect an adjustment for the Company's and contract counterparty's credit risk.
In January 2017, the Financial Accounting Standards Board ("FASB") issued new guidance to simplify the accounting for goodwill impairment by removing the second step of the existing goodwill impairment test.
As a result of the guidance, goodwill impairment, if any, will be measured during the quantitative impairment test as the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.
Additionally, the guidance does not change the option to complete a qualitative assessment prior to performing a quantitative impairment test.
The Company adopted the guidance during its most recent annual goodwill impairment test on October 1, 2020.
The adoption of this guidance did not impact the Company's consolidated financial statements.
| Contracted amounts(a) | | | | | | $ | 4,354 | | | | | $ | 4,153 | | | | | $ | 3,564 | | | | | $ | 2,875 | | | | | $ | 2,380 | | | | | $ | 9,560 | | | | | $ | 26,886 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Total amortization expense | | | $ | 439 | | | | | $ | 428 | | | | | $ | 445 | |
(a)Amortization expense of intangible assets classified as "Site rental costs of operations" on the Company's consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2018 represented amortization of below-market leases.
Effective January 1, 2019, the Company adopted ASC 842 and these below-market leases were de-recognized and reclassified from "Other intangible assets, net" to the "Operating lease right-of-use assets" on the Company's consolidated balance sheet.
| Estimated annual amortization | | | $ | 444 | | | | | $ | 444 | | | | | $ | 442 | | | | | $ | 393 | | | | | $ | 371 | |
For the year ended December 31, 2018, the Company recorded $18 million as a decrease to "Site rental costs of operations" for the amortization of above-market leases for land under the Company's towers.
Effective January 1, 2019, the Company adopted ASC 842 and these above-market leases were de-recognized and reclassified from "Other long-term liabilities" into the "Operating lease right-of-use assets" on the Company's consolidated balance sheet.
See note 17 for a discussion of the Company's issuance of the February 2021 Senior Notes (as defined in note 17) and the use of the net proceeds therefrom.
| 3.400% Senior Notes | | | Feb./May 2016 | | | | | | Feb. 2021 | | | | | | — | | | | | | 850 | | | | | | N/A | | | | | |
An excerpt. Shown here: 40 of 381 rewritten, 40 of 101 added and 40 of 101 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2021 filing and the FY2020 filing.
Item 9A. Controls and Procedures
7 rewritten, 0 added, 5 removed, 12 unchanged
In connection with the preparation of [removed: this Annual Report on] [added: the 2021] Form 10-K, [removed: as of December 31, 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 1934, as amended ("Exchange Act")).
Based upon their evaluation, the CEO and CFO concluded that as of December 31, [removed: 2020,] [added: 2021,] the Company's disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and to provide reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company's management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Management has assessed the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]
Based on the Company's assessment, management has concluded that the Company's internal control over financial reporting was effective as of December 31, [removed: 2020] [added: 2021] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles in the United States of America.
The effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Part II, Item 8 of [removed: this Annual Report on] [added: the 2021] Form 10-K.
[removed: (d)] [added: (c)] Changes in Internal Control Over Financial Reporting
[removed: (e)] [added: (d)] Limitations on the Effectiveness of Controls
(c) Remediation of Previously Disclosed Material Weakness
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 Company's internal control over financial reporting as it did not effectively design and maintain controls related to the accounting for its tower installation services.
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 associated deferred revenue, and 2) 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.
Item 9B. Other Information
0 rewritten, 0 added, 1 removed, 1 unchanged
PART III
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
0 rewritten, 2 added, 0 removed, 0 unchanged
New section this year
N/A
PART III
Item 10. Directors and Executive Officers of the Registrant
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required to be furnished pursuant to this item will be set forth in the [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required to be furnished pursuant to this item will be set forth in the [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
4 rewritten, 0 added, 0 removed, 7 unchanged
The information required to be furnished pursuant to this item will be set forth in the [removed: 2021] [added: 2022] 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: 2020:][added: 2021:]
| Equity compensation plans approved by security holders | | | — | | | | | | $ | — | | | | | [removed: 8] [added: 7] | | | (b) | | |
| Total | | | — | | | | | | $ | — | | | | | [removed: 8] [added: 7] | | | | | |
Item 13. Certain Relationships and Related Transactions
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required to be furnished pursuant to this item will be set forth in the [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
1 rewritten, 0 added, 0 removed, 1 unchanged
The information required to be furnished pursuant to this item will be set forth in the [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.
Item 15. Exhibits, Financial Statement Schedules
85 rewritten, 11 added, 5 removed, 60 unchanged
| 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: [46](#ia1dd4efa0118456497519a40e08200fa_64).] [added: [48](#ifcf6bae2f5f74a8e931fcc13dee86fdb_58).] | | |
| Schedule II—Valuation and Qualifying Accounts for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] which is located on page [removed: [97](#ia1dd4efa0118456497519a40e08200fa_202).] [added: [98](#ifcf6bae2f5f74a8e931fcc13dee86fdb_202).] | | |
| Schedule III—Schedule of Real Estate and Accumulated Depreciation for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] which is located on page [removed: [98](#ia1dd4efa0118456497519a40e08200fa_205).] [added: [99](#ifcf6bae2f5f74a8e931fcc13dee86fdb_205).] | | |
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: 2020] [added: 2021] Form 10-K.
| 1.1 | | | | | | [Form of Sales Agreement, dated [removed: April 6, 2018,] [added: March 19, 2021,] between [removed: Crown Castle International Corp.] [added: the Company] and each of [removed: Merrill Lynch, Pierce, Fenner & Smith Incorporated,] Barclays Capital Inc., [added: BNP Paribas Securities Corp., BofA Securities, Inc.,] Citigroup Global Markets Inc., [added: Commerz Markets LLC,] Credit Agricole Securities (USA) Inc., [added: Deutsche Bank Securities Inc.,] Fifth Third Securities, Inc., [removed: Jefferies LLC,] J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, [added: Scotia Capital (USA) Inc.,] SG Americas Securities, LLC, SMBC Nikko Securities America, Inc., [removed: SunTrust Robinson Humphrey, Inc.,] TD Securities (USA) [removed: LLC] [added: LLC, Truist Securities, Inc.] and Wells Fargo Securities, [removed: LLC](http://www.sec.gov/Archives/edgar/data/1051470/000119312518110109/d564723dex11.htm)] [added: LLC](https://www.sec.gov/Archives/edgar/data/0001051470/000119312521087728/d138695dex11.htm)] | | | | | | 8-K | | | | | | 001-16441 | | | | | | [removed: April 6, 2018] [added: March 19, 2021] | | | | | | 1.1 | | |
| [removed: 3.3] [added: 3.2] | | | | | | [Amended and Restated By-Laws of Crown Castle International Corp. dated [removed: February 21, 2019](http://www.sec.gov/Archives/edgar/data/1051470/000105147019000046/exhibit33.htm)] [added: August 3, 2021](https://www.sec.gov/Archives/edgar/data/0001051470/000105147021000171/exhibit32.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | 001-16441 | | | | | | [removed: February 25, 2019] [added: August 6, 2021] | | | | | | 3.3 | | |
| [removed: 4.3] [added: 4.8] | | | | | | [Indenture Supplement, dated as of June 30, 2014, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle PT Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, relating to the Senior Secured Tower Revenue Notes](http://www.sec.gov/Archives/edgar/data/1051470/000095015714000732/ex4-1.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | July 1, 2014 | | | | | | 4.1 | | |
| [removed: 4.4] [added: 4.9] | | | | | | [Indenture Supplement, dated as of May 15, 2015, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers, relating to the Senior Secured Tower Revenue Notes, Series 2015-1](http://www.sec.gov/Archives/edgar/data/1051470/000119312515196928/d931299dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | May 21, 2015 | | | | | | 4.1 | | |
| [removed: 4.5] [added: 4.10] | | | | | | [Indenture Supplement, dated as of May 15, 2015, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers, relating to the Senior Secured Tower Revenue Notes, Series 2015-2](http://www.sec.gov/Archives/edgar/data/1051470/000119312515196928/d931299dex42.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | May 21, 2015 | | | | | | 4.2 | | |
| [removed: 4.6] [added: 4.11] | | | | | | [Indenture Supplement, dated as of July 11, 2018, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers, relating to the Senior Secured Tower Revenue Notes, Series 2018-1, Class C-2023](http://www.sec.gov/Archives/edgar/data/1051470/000095015718000823/ex4-1.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | July 16, 2018 | | | | | | 4.1 | | |
| [removed: 4.7] [added: 4.12] | | | | | | [Indenture Supplement, dated as of July 11, 2018, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers, relating to the Senior Secured Tower Revenue Notes, Series 2018-2, Class C-2028](http://www.sec.gov/Archives/edgar/data/1051470/000095015718000823/ex4-2.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | July 16, 2018 | | | | | | 4.2 | | |
| [removed: 4.8] [added: 4.13] | | | | | | [Indenture Supplement, dated as of July 11, 2018, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers, relating to the Senior Secured Tower Revenue Notes, Series 2018-1, Class R-2028](http://www.sec.gov/Archives/edgar/data/1051470/000095015718000823/ex4-3.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | July 16, 2018 | | | | | | 4.3 | | |
| [removed: 4.9] [added: 4.14] | | | | | | [Indenture dated July 31, 2009, between Pinnacle Towers Acquisition Holdings LLC, GS Savings Inc., GoldenState Towers, LLC, Pinnacle Towers Acquisition LLC, Tower Ventures III, LLC and TVHT, LLC, as Issuers, Global Signal Holdings III, LLC, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee, relating to Senior Secured Notes](http://www.sec.gov/Archives/edgar/data/1051470/000119312509163853/dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | August 4, 2009 | | | | | | 4.1 | | |
| [removed: 4.10] [added: 4.15] | | | | | | [Indenture Supplement dated July 31, 2009, between Pinnacle Towers Acquisition Holdings LLC, GS Savings Inc., GoldenState Towers, LLC, Pinnacle Towers Acquisition LLC, Tower Ventures III, LLC and TVHT, LLC, as Issuers, Global Signal Holdings III, LLC, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee, relating to Senior Secured Notes, Series 2009-1, Class A-2](http://www.sec.gov/Archives/edgar/data/1051470/000119312509163853/dex42.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | August 4, 2009 | | | | | | 4.2 | | |
| [removed: 4.11] [added: 4.16] | | | | | | [Indenture dated as of [removed: October 15,] [added: December 24,] 2012, [removed: between] [added: by and among CC Holdings GS V LLC,] Crown Castle [removed: International Corp.] [added: GS III Corp., each of the guarantors party thereto] and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to [removed: 5.25%] [added: 3.849%] Senior [added: Secured] Notes due [removed: 2023](http://www.sec.gov/Archives/edgar/data/1051470/000095015712000445/ex4-1.htm)] [added: 2023](http://www.sec.gov/Archives/edgar/data/1051470/000095015712000590/ex4-1.htm)] | | | | | | 8-K | | | | | | 001-16441 | | | | | | [removed: October 16,] [added: December 28,] 2012 | | | | | | 4.1 | | |
| [removed: 4.12] [added: 4.18] | | | | | | [removed: [First] [added: [Second] Supplemental Indenture dated [removed: as of] December 15, 2014, [removed: among] [added: between] Crown Castle REIT Inc., Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as [removed: Trustee, relating to 5.25% Senior Notes due 2023](http://www.sec.gov/Archives/edgar/data/1051470/000095015714001379/ex4-4.htm)] [added: trustee](http://www.sec.gov/Archives/edgar/data/1051470/000095015714001379/ex4-5.htm)] | | | | | | 8-K | | | | | | 001-16441 | | | | | | December 16, 2014 | | | | | | [removed: 4.4] [added: 4.5] | | |
| [removed: 4.13] [added: 4.25] | | | | | | [removed: [Indenture] [added: [Tenth Supplemental Indenture] dated [removed: as of December 24, 2012, by and among CC Holdings GS V LLC,] [added: January 16, 2018, between] Crown Castle [removed: GS III Corp., each] [added: International Corp. and The Bank] of [added: New York Mellon Trust Company, N.A., as trustee, to] the [removed: guarantors party thereto] [added: Indenture dated April 15, 2014, between Crown Castle International Corp.] and The Bank of New York Mellon Trust Company, N.A., as [removed: Trustee,] [added: trustee,] relating to [removed: 3.849%] [added: 3.150%] Senior [removed: Secured] Notes due [removed: 2023](http://www.sec.gov/Archives/edgar/data/1051470/000095015712000590/ex4-1.htm)] [added: 2023 and 3.800% Senior Notes due 2028](http://www.sec.gov/Archives/edgar/data/1051470/000119312518011458/d442729dex41.htm)] | | | | | | 8-K | | | | | | 001-16441 | | | | | | [removed: December 28, 2012] [added: January 17, 2018] | | | | | | 4.1 | | |
| [removed: 4.14] [added: 4.17] | | | | | | [Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee](http://www.sec.gov/Archives/edgar/data/1051470/000119312514144236/d713338dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | April 15, 2014 | | | | | | 4.1 | | |
| [removed: 4.15] [added: 4.19] | | | | | | [removed: [Second] [added: [Third] Supplemental Indenture dated December 15, 2014, between Crown Castle REIT Inc., Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](http://www.sec.gov/Archives/edgar/data/1051470/000095015714001379/ex4-5.htm)] [added: trustee](http://www.sec.gov/Archives/edgar/data/1051470/000095015714001379/ex4-6.htm)] | | | | | | 8-K | | | | | | 001-16441 | | | | | | December 16, 2014 | | | | | | [removed: 4.5] [added: 4.6] | | |
| [removed: 4.16] [added: 4.26] | | | | | | [removed: [Third Supplemental Indenture] [added: [Indenture] dated [removed: December 15, 2014,] [added: February 11, 2019,] between Crown Castle [removed: REIT Inc., Crown Castle] International Corp. and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](http://www.sec.gov/Archives/edgar/data/1051470/000095015714001379/ex4-6.htm)] [added: trustee](http://www.sec.gov/Archives/edgar/data/1051470/000119312519034036/d699282dex41.htm)] | | | | | | 8-K | | | | | | 001-16441 | | | | | | [removed: December 16, 2014] [added: February 11, 2019] | | | | | | [removed: 4.6] [added: 4.1] | | |
| [removed: 4.17] [added: 4.20] | | | | | | [Fourth Supplemental Indenture dated February 8, 2016 between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 3.400% Senior Notes due 2021 and 4.450% Senior Notes due 2026](http://www.sec.gov/Archives/edgar/data/1051470/000119312516453864/d41368dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | February 8, 2016 | | | | | | 4.1 | | |
| [removed: 4.18] [added: 4.21] | | | | | | [Fifth Supplemental Indenture dated May 6, 2016, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 3.700% Senior Notes due 2026](http://www.sec.gov/Archives/edgar/data/1051470/000119312516582022/d157695dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | May 6, 2016 | | | | | | 4.1 | | |
| [removed: 4.19] [added: 4.22] | | | | | | [Seventh Supplemental Indenture dated February 2, 2017, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 4.000% Senior Notes due 2027](http://www.sec.gov/Archives/edgar/data/1051470/000119312517029149/d331238dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | February 2, 2017 | | | | | | 4.1 | | |
| [removed: 4.20] [added: 4.23] | | | | | | [Eighth Supplemental Indenture dated May 1, 2017, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 4.750% Senior Notes due 2047](http://www.sec.gov/Archives/edgar/data/1051470/000119312517151930/d383093dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | May 1, 2017 | | | | | | 4.1 | | |
| [removed: 4.21] [added: 4.24] | | | | | | [Ninth Supplemental Indenture dated August 1, 2017, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 3.200% Senior Notes due 2024 and 3.650% Senior Notes due 2027](http://www.sec.gov/Archives/edgar/data/1051470/000119312517244309/d430589dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | August 1, 2017 | | | | | | 4.1 | | |
| [removed: 4.22] [added: 4.29] | | | | | | [removed: [Tenth] [added: [Third] Supplemental Indenture dated [removed: January 16, 2018,] [added: April 3, 2020,] between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated [removed: April 15, 2014,] [added: February 11, 2019,] between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to [removed: 3.150%] [added: 3.300%] Senior Notes due [removed: 2023] [added: 2030] and [removed: 3.800%] [added: 4.150%] Senior Notes due [removed: 2028](http://www.sec.gov/Archives/edgar/data/1051470/000119312518011458/d442729dex41.htm)] [added: 2050](http://www.sec.gov/Archives/edgar/data/1051470/000119312520098160/d913754dex41.htm)] | | | | | | 8-K | | | | | | 001-16441 | | | | | | [removed: January 17, 2018] [added: April 3, 2020] | | | | | | 4.1 | | |
| [removed: 4.23] [added: 4.27] | | | | | | [removed: [Indenture] [added: [First Supplemental Indenture] dated February 11, 2019, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](http://www.sec.gov/Archives/edgar/data/1051470/000119312519034036/d699282dex41.htm)] [added: trustee, to the Indenture dated February 11, 2019, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 4.300% Senior Notes due 2029 and 5.200% Senior Notes due 2049](http://www.sec.gov/Archives/edgar/data/1051470/000119312519034036/d699282dex42.htm)] | | | | | | 8-K | | | | | | 001-16441 | | | | | | February 11, 2019 | | | | | | [removed: 4.1] [added: 4.2] | | |
| [removed: 4.24] [added: 4.28] | | | | | | [removed: [First] [added: [Second] Supplemental Indenture dated [removed: February 11,] [added: August 15,] 2019, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated February 11, 2019, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to [removed: 4.300%] [added: 3.100%] Senior Notes due 2029 and [removed: 5.200%] [added: 4.000%] Senior Notes due [removed: 2049](http://www.sec.gov/Archives/edgar/data/1051470/000119312519034036/d699282dex42.htm)] [added: 2049](http://www.sec.gov/Archives/edgar/data/1051470/000119312519222474/d764254dex41.htm)] | | | | | | 8-K | | | | | | 001-16441 | | | | | | [removed: February 11,] [added: August 15,] 2019 | | | | | | [removed: 4.2] [added: 4.1] | | |
| [removed: 4.25] [added: 4.32] | | | | | | [removed: [Second] [added: [Sixth] Supplemental Indenture dated [removed: August 15, 2019,] [added: June 29, 2021,] between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated February 11, 2019, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to [removed: 3.100% Senior Notes due 2029 and 4.000%] [added: 2.500%] Senior Notes due [removed: 2049](http://www.sec.gov/Archives/edgar/data/1051470/000119312519222474/d764254dex41.htm)] [added: 2031](https://www.sec.gov/Archives/edgar/data/1051470/000119312521203303/d171502dex41.htm)] | | | | | | 8-K | | | | | | 001-16441 | | | | | | [removed: August 15, 2019] [added: June 29, 2021] | | | | | | 4.1 | | |
| [removed: 4.26] [added: 4.30] | | | | | | [removed: [Third] [added: [Fourth] Supplemental Indenture dated [removed: April 3,] [added: June 15,] 2020, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated February 11, 2019, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to [removed: 3.300%] [added: 1.350%] Senior Notes due [removed: 2030] [added: 2025, 2.250% Senior Notes due 2031] and [removed: 4.150%] [added: 3.250%] Senior Notes due [removed: 2050](http://www.sec.gov/Archives/edgar/data/1051470/000119312520098160/d913754dex41.htm)] [added: 2051](http://www.sec.gov/Archives/edgar/data/1051470/000119312520169355/d937265dex41.htm)] | | | | | | 8-K | | | | | | [removed: 011-16441] [added: 001-16441] | | | | | | [removed: April 3,] [added: June 15,] 2020 | | | | | | 4.1 | | |
| [removed: 4.27] [added: 4.31] | | | | | | [removed: [Fourth] [added: [Fifth] Supplemental [removed: Indenture] [added: Indenture,] dated [removed: June 15, 2020,] [added: February 16, 2021,] between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated February 11, 2019, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to [removed: 1.350%] [added: 1.050%] Senior Notes due [removed: 2025, 2.250%] [added: 2026, 2.100%] Senior Notes due 2031 and [removed: 3.250%] [added: 2.900%] Senior Notes due [removed: 2051](http://www.sec.gov/Archives/edgar/data/1051470/000119312520169355/d937265dex41.htm)] [added: 2041](http://www.sec.gov/Archives/edgar/data/1051470/000119312521044925/d113438dex41.htm)] | | | | | | 8-K | | | | | | [removed: 011-16441] [added: 001-16441] | | | | | | [removed: June 15, 2020] [added: February 16, 2021] | | | | | | 4.1 | | |
| [removed: 4.29] [added: 4.33] | | | | | | [Description of the Company's Common Stock](http://www.sec.gov/Archives/edgar/data/1051470/000105147020000077/exhibit429.htm) | | | | | | 10-K | | | | | | 001-16441 | | | | | | March 10, 2020 | | | | | | 4.29 | | |
| [removed: 10.3†] [added: 10.4†] | | | | | | [Form of [added: Amendment to] Severance Agreement between Crown Castle International Corp. and [removed: James D. Young](http://www.sec.gov/Archives/edgar/data/1051470/000119312505040835/dex104.htm)] [added: certain executive officers, including Philip M. Kelley](http://www.sec.gov/Archives/edgar/data/1051470/000119312516475878/d112338dex105.htm)] | | | | | | 8-K | | | | | | 001-16441 | | | | | | [removed: March 2, 2005] [added: February 24, 2016] | | | | | | [removed: 10.4] [added: 10.5] | | |
| [removed: 10.4†] [added: 10.3†] | | | | | | [Form of [removed: First] Amendment to Severance Agreement between Crown Castle International Corp. and certain senior officers, including [removed: James D. Young](http://www.sec.gov/Archives/edgar/data/1051470/000118143107074045/rrd181361_22544.htm)] [added: Philip M. Kelley, effective April 6, 2009](http://www.sec.gov/Archives/edgar/data/1051470/000118143109019533/rrd239596_27999.htm)] | | | | | | 8-K | | | | | | 001-16441 | | | | | | [removed: December 7, 2007] [added: April 8, 2009] | | | | | | 10.2 | | |
| [removed: 10.6†] [added: 10.5†] | | | | | | [Form of [removed: Amendment to] Severance Agreement between Crown Castle International Corp. and [removed: certain executive officers, including James] [added: each of Kenneth J. Simon, Daniel K. Schlanger, Michael J. Kavanagh, Christopher] D. [removed: Young] [added: Levendos] and [removed: Philip M. Kelley](http://www.sec.gov/Archives/edgar/data/1051470/000119312516475878/d112338dex105.htm)] [added: Catherine Piche](http://www.sec.gov/Archives/edgar/data/1051470/000105147016000158/ex-1047123115.htm)] | | | | | | [removed: 8-K] [added: 10-K] | | | | | | 001-16441 | | | | | | February [removed: 24,] [added: 22,] 2016 | | | | | | [removed: 10.5] [added: 10.47] | | |
| [removed: 10.8†] [added: 10.6†] | | | | | | [Crown Castle International Corp. 2013 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/1051470/000119312513145964/d470276ddef14a.htm) | | | | | | DEF 14A | | | | | | 001-16441 | | | | | | April 8, 2013 | | | | | | App. A | | |
| [removed: 10.9†] [added: 10.7†] | | | | | | [First Amendment to Crown Castle International Corp. 2013 Long-Term Incentive Plan, as amended](http://www.sec.gov/Archives/edgar/data/1051470/000105147016000262/cciq22016exhibit101.htm) | | | | | | 10-Q | | | | | | 001-16441 | | | | | | August 4, 2016 | | | | | | 10.1 | | |
| [removed: 10.10†] [added: 10.8†] | | | | | | [Form of 2013 Long-Term Incentive Plan Restricted Stock Units Agreement (effective as of February 18, 2016)](http://www.sec.gov/Archives/edgar/data/1051470/000119312516475878/d112338dex102.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | February 24, 2016 | | | | | | 10.2 | | |
| [removed: 10.11†] [added: 10.9†] | | | | | | [Form of 2013 Long-Term Incentive Plan Restricted Stock Units Agreement (effective as of August 3, 2017)](http://www.sec.gov/Archives/edgar/data/1051470/000105147017000140/exhibit102063017.htm) | | | | | | 10-Q | | | | | | 001-16441 | | | | | | August 7, 2017 | | | | | | 10.1 | | |
| [removed: 10.12†] [added: 10.10†] | | | | | | [Form of 2013 Long-Term Incentive Plan Restricted Stock Units Agreement (effective as of February 21, 2018)](http://www.sec.gov/Archives/edgar/data/1051470/000105147018000086/a102formofrsuagmt.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | February 27, 2018 | | | | | | 10.2 | | |
| 4.3 | | | | | | I[ndenture Supplement, dated as of September 26, 2006, by and among JPMorgan Chase Bank, N.A., as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc. and Crown Castle International Corp. de Puerto Rico, collectively, as Issuers, relating to the Senior Secured Tower Revenue Notes, Series 2005-1](https://www.sec.gov/Archives/edgar/data/1051470/000119312506200276/dex101.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | September 29, 2006 | | | | | | 4.1 | | |
| 4.4 | | | | | | [Indenture Supplement, dated as of November 29, 2006, relating to the Senior Secured Tower Revenue Notes, Series 2006-1, by and among The Bank of New York (as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers](https://www.sec.gov/Archives/edgar/data/1051470/000119312506247029/dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | December 5, 2006 | | | | | | 4.1 | | |
| 4.5 | | | | | | [Indenture Supplement, dated as of January 15, 2010, relating to the Senior Secured Tower Revenue Notes, Series 2010-1, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to J.P. Morgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers](https://www.sec.gov/Archives/edgar/data/1051470/000119312510008859/dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | January 20, 2021 | | | | | | 4.1 | | |
| 4.6 | | | | | | [Indenture Supplement, dated as of January 15, 2010, relating to the Senior Secured Tower Revenue Notes, Series 2010-2, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers](https://www.sec.gov/Archives/edgar/data/1051470/000119312510008859/dex42.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | January 20, 2021 | | | | | | 4.2 | | |
| 4.7 | | | | | | [Indenture Supplement, dated as of January 15, 2010, relating to the Senior Secured Tower Revenue Notes, Series 2010-3, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers](https://www.sec.gov/Archives/edgar/data/1051470/000119312510008859/dex43.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | January 20, 2021 | | | | | | 4.3 | | |
| 10.13† | | | | | | [Crown Castle International Corp. 2022 EMT Annual Incentive Plan](https://www.sec.gov/Archives/edgar/data/1051470/000105147021000181/a2022emtannualincentiveplan.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | October 20, 2021 | | | | | | 10.1 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | | | | File Number | | | | | | Date of Filing | | | | | | Exhibit Number | | |
| 10.50 | | | | | | [Amendment No. 6 dated as of June 18, 2021, among Crown Castle International Corp., the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, to the Credit Agreement dated as of January 21, 2016, by and among Crown Castle International Corp., the lenders and issuing banks from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent](https://www.sec.gov/Archives/edgar/data/1051470/000119312521196368/d34803dex101.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | June 22, 2021 | | | | | | 10.1 | | |
| 3.2 | | | | | | [Certificate of Designations of 6.875% Mandatory Convertible Preferred Stock, Series A, of Crown Castle International Corp., filed with the Secretary of State of the State of Delaware and effective July 26, 2017](http://www.sec.gov/Archives/edgar/data/1051470/000119312517236629/d430932dex32.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | July 26, 2017 | | | | | | 3.2 | | |
| 3.3 | | | | | | [Certificate of Elimination of Certificate of Designations of the 6.875% Mandatory Convertible Preferred Stock of Crown Castle International Corp., dated November 5, 2020](http://www.sec.gov/Archives/edgar/data/1051470/000105147020000163/ex31certificateofelimi.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | November 5, 2020 | | | | | | 3.1 | | |
| 4.28 | | | | | | [Fifth Supplemental Indenture, dated February 16, 2021, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated February 11, 2019, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 1.050% Senior Notes due 2026, 2.100% Senior Notes due 2031 and 2.900% Senior Notes due 2041](http://www.sec.gov/Archives/edgar/data/1051470/000119312521044925/d113438dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | February 16, 2021 | | | | | | 4.1 | | |
| 10.5† | | | | | | [Form of Amendment to Severance Agreement between Crown Castle International Corp. and certain senior officers, including James D. Young and Philip M. Kelley, effective April 6, 2009](http://www.sec.gov/Archives/edgar/data/1051470/000118143109019533/rrd239596_27999.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | April 8, 2009 | | | | | | 10.2 | | |
| 10.7† | | | | | | [Form of Severance Agreement between Crown Castle International Corp. and each of Kenneth J. Simon, Daniel K. Schlanger, Michael J. Kavanagh, Robert C. Ackerman and Christopher D. Levendos](http://www.sec.gov/Archives/edgar/data/1051470/000105147016000158/ex-1047123115.htm) | | | | | | 10-K | | | | | | 001-16441 | | | | | | February 22, 2016 | | | | | | 10.47 | | |
An excerpt. Shown here: 40 of 85 rewritten, all 11 added and all 5 removed. The counts are complete. For every sentence, read Item 15. Exhibits, Financial Statement Schedules in the FY2021 filing and the FY2020 filing.
Item 16. Form 10-K Summary
33 rewritten, 4 added, 11 removed, 88 unchanged
YEARS ENDED DECEMBER 31, [removed: 2020, 2019] [added: 2021, 2020] AND [removed: 2018][added: 2019]
| | | | | | | | | | Additions | | | | | | [removed: Deductions] | | | | | | [added: Deductions] | | | | | | | | | | | | | | | | | | | | |
| | | | Balance at Beginning of Year | | | | | | Charged to Operations | | | | | | [removed: Credited to Operations] | | | | | | Written Off | | | | | | [removed: Effect of Exchange Rate Changes] | | | | | | [removed: Other Adjustments] | | | | | | Balance at End of Year | | |
| 2020 | | | $ | 18 | | | | | $ | 4 | | | | | [removed: $] | [removed: —] | | | | | $ | (5) | | | | | [removed: $] | [removed: —] | | | | | [removed: $] | [removed: —] | | | | | $ | 17 | |
| 2019 | | | $ | 14 | | | | | $ | 7 | | | | | [removed: $] | [removed: —] | | | | | $ | (3) | | | | | [removed: $] | [removed: —] | | | | | [removed: $] | [removed: —] | | | | | $ | 18 | |
| | | | Balance at Beginning of Year | | | | | | Charged to Operations | | | | | | [removed: Charged to Additional Paid-in Capital and Other Comprehensive Income] | | | | | | Credited to Operations | | | | | | [removed: Credited to Additional Paid-in Capital and Other Comprehensive Income] | | | | | | [removed: Other Adjustments] | | | | | | Balance at End of Year | | |
| 2020 | | | $ | — | | | | | $ | — | | | | | [removed: $] | [removed: —] | | | | | $ | — | | | | | [removed: $] | [removed: —] | | | | | [removed: $] | [removed: —] | | | | | $ | — | |
| 2019 | | | $ | 1 | | | | | $ | — | | | | | [removed: $] | [removed: —] | | | | | $ | (1) | | | | | [removed: $] | [removed: —] | | | | | [removed: $] | [removed: —] | | | | | $ | — | |
YEARS ENDED DECEMBER 31, [removed: 2020] [added: 2021] AND [removed: 2019][added: 2020]
| Communications infrastructure(a) | | | $ | [removed: 3,295] [added: 2,994] | | (b) | | | (c) | | | (c) | | | $ | [removed: 25,441] [added: 26,679] | | | | | $ | [removed: (10,478)] [added: (11,582)] | | Various | | | Various | | | Up to 20 years | | |
(a)Includes [removed: approximately] [added: more than] 40,000 towers and 80,000 route miles of fiber.
| Gross amount at beginning | | | $ | [removed: 23,854] [added: 25,441] | | | | | $ | [removed: 21,840] [added: 23,854] | |
| Other acquisitions(a) | | | [removed: 68] [added: 75] | | | | | | [removed: 4] [added: 68] | | |
| Communications infrastructure construction and improvements | | | [removed: 1,438] [added: 1,047] | | | | | | [removed: 1,878] [added: 1,438] | | |
| Purchase of land interests | | | [removed: 64] [added: 66] | | | | | | [removed: 53] [added: 64] | | |
| Sustaining capital expenditures | | | [removed: 66] [added: 69] | | | | | | [removed: 84] [added: 66] | | |
| Other(b) | | | [removed: 47] [added: 32] | | | | | | [removed: 101] [added: 47] | | |
| Total additions | | | [removed: 1,683] [added: 1,289] | | | | | | [removed: 2,120] [added: 1,683] | | |
| Cost of real estate sold or disposed | | | [removed: (96)] [added: (51)] | | | | | | [removed: (45)] [added: (96)] | | |
| Other | | | — | | | | | | [removed: (61)] [added: —] | | |
| Total deductions | | | [removed: (96)] [added: (51)] | | | | | | [removed: (106)] [added: (96)] | | |
| Balance at end | | | $ | [removed: 25,441] [added: 26,679] | | | | | $ | [removed: 23,854] [added: 25,441] | |
| Gross amount of accumulated depreciation at beginning | | | $ | [removed: (9,382)] [added: (10,478)] | | | | | $ | [removed: (8,338)] [added: (9,382)] | |
| Depreciation | | | [removed: (1,114)] [added: (1,137)] | | | | | | [removed: (1,087)] [added: (1,114)] | | |
| Total additions | | | [removed: (1,114)] [added: (1,137)] | | | | | | [removed: (1,087)] [added: (1,114)] | | |
| Amount for assets sold or disposed | | | [removed: 18] [added: 25] | | | | | | [removed: 24] [added: 18] | | |
| Other | | | [removed: —] [added: 8] | | | | | | [removed: 19] [added: —] | | |
| Total deductions | | | [removed: 18] [added: 33] | | | | | | [removed: 43] [added: 18] | | |
| Balance at end | | | $ | [removed: (10,478)] [added: (11,582)] | | | | | $ | [removed: (9,382)] [added: (10,478)] | |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this [removed: 2020] [added: 2021] Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 22nd day of February, [removed: 2021.][added: 2022.]
Simon and each of them, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and re-substitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all documents relating to the [removed: 2020] [added: 2021] Form 10-K, including any and all amendments and supplements thereto, for the year ended December 31, [removed: 2020] [added: 2021] and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, this [removed: 2020] [added: 2021] Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities indicated below on this 22nd day of February, [removed: 2021.][added: 2022.]
| /s/ J. LANDIS MARTIN | | | | | | [removed: Chairman] [added: Chair] of the Board of Directors | | |
| 2021 | | | $ | 17 | | | | | $ | 5 | | | | | | | | | | | $ | (5) | | | | | | | | | | | | | | | | | $ | 17 | |
| 2021 | | | $ | — | | | | | $ | — | | | | | | | | | | | $ | — | | | | | | | | | | | | | | | | | $ | — | |
| | | | 2021 | | | | | | 2020 | | |
| | | | 2021 | | | | | | 2020 | | |
| 2018 | | | $ | 14 | | | | | $ | 4 | | | | | $ | — | | | | | $ | (4) | | | | | $ | — | | | | | $ | — | | | | | $ | 14 | |
| 2018 | | | $ | 1 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1 | |
| | | | 2020 | | | | | | 2019 | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| /s/ ROBERT E. GARRISON II | | | | | | Director | | |
| Robert E. Garrison II | | | | | | | | |
| /s/ EDWARD C. HUTCHESON, JR. | | | | | | Director | | |
| Edward C. Hutcheson, Jr. | | | | | | | | |
| /s/ ROBERT F. MCKENZIE | | | | | | Director | | |
| Robert F. McKenzie | | | | | | | | |