x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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76-0470458
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1220 Augusta Drive, Suite 500, Houston Texas 77057-2261
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(Address of principal executive offices) (Zip Code)
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Securities Registered Pursuant to
Section 12(b) of the Act
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Name of Each Exchange
on Which Registered
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Common Stock, $.01 par value
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New York Stock Exchange
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Rights to Purchase Series A Participating
Cumulative Preferred Stock
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New York Stock Exchange
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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We owned, leased or managed approximately
31,500
towers.
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•
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We have approximately
29,800
towers in the United States, including Puerto Rico ("U.S."), and approximately
1,700
towers in Australia.
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•
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Approximately
59%
and
74%
of our towers in the U.S. are located in the 50 and 100 largest U.S. basic trading areas ("BTAs"), respectively. Our towers have a significant presence in 98 of the top 100 BTAs in the U.S. In Australia,
56%
of our towers are located in seven major metropolitan areas.
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•
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We owned in fee or had perpetual or long-term easements in the land and other property interests, including rooftops, (collectively, "land") on which approximately
38%
of our site rental gross margin is derived, and we leased, subleased, managed or licensed (collectively, "leased") the land interests on which approximately
62%
of our site rental gross margin is derived. The leases for the land interests under our towers had an average remaining life of approximately
30
years, weighted based on site rental gross margin.
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•
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Our customers include many of the world's major wireless communications companies. In the U.S., our four largest customers (Sprint Nextel ("Sprint"), AT&T, Verizon Wireless and T-Mobile USA, Inc. ("T-Mobile")) accounted for an aggregate
76%
and
72%
of our
2012
CCUSA and consolidated revenues, respectively. In Australia, our customers include Telstra, Optus and a joint venture between Vodafone and Hutchison ("VHA").
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•
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Site rental revenues represented
87%
of our
2012
consolidated revenues.
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•
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Our site rental revenues are of a recurring nature, and typically in excess of 90% have been contracted for in a prior year.
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•
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Our site rental revenues typically result from long-term contracts with (1) initial terms of five to 15 years, (2) multiple renewal periods at the option of the tenant of five to ten years each, (3) limited termination rights for our customers, and (4) contractual escalations of the rental price.
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•
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Exclusive of renewals at the customers' option, our customer contracts have a weighted-average remaining life of approximately
eight
years and represent $20 billion of expected future cash inflows.
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•
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Organically grow the cash flows from our wireless infrastructure.
We seek to maximize the site rental cash flows derived from our wireless infrastructure by co-locating additional tenants on our wireless infrastructure through long-term contracts as our customers deploy and improve their wireless networks. We seek to maximize new tenant additions or modifications of existing installations (collectively, "new tenant additions") through our focus on customer service and deployment speed. Due to the relatively fixed nature of the costs to operate our wireless infrastructure (which tend to increase at approximately the rate of inflation), we expect increases in cash rental receipts from new tenant additions and the related subsequent impact from contracted escalations to result in growth in our operating cash flows. We believe there is considerable additional future demand for our existing wireless infrastructure assets based on their location and the anticipated growth in the wireless communications industry.
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•
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Allocate capital efficiently.
We seek to allocate our available capital, including the net cash provided by our operating activities, in a manner that will enhance per share results. Our discretionary investments have historically included those shown below (in no particular order):
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◦
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purchase shares of our common stock ("common stock") from time to time;
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◦
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acquire or construct wireless infrastructure;
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◦
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acquire land interests under towers;
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◦
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make improvements and structural enhancements to our existing wireless infrastructure; and
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◦
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purchase, repay or redeem our debt.
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Customer
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% of 2012
CCUSA
Net Revenues
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% of 2012
Consolidated
Net Revenues
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Sprint
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25
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%
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|
24
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%
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AT&T
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22
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%
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20
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%
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Verizon Wireless
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18
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%
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17
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%
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T-Mobile
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11
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%
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11
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%
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Total
|
76
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%
|
|
72
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%
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•
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consumer demand for wireless services;
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•
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availability and capacity of our wireless infrastructure and associated land interests;
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•
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location of our wireless infrastructure;
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•
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financial condition of our customers, including their availability and cost of capital;
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•
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willingness of our customers to maintain or increase their capital expenditures;
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•
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increased use of network sharing, roaming, joint development, or resale agreements by our customers;
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•
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mergers or consolidations among our customers;
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•
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changes in, or success of, our customers' business models;
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•
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governmental regulations, including local and state restrictions on the proliferation of wireless infrastructure;
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•
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cost of constructing wireless infrastructure;
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•
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technological changes, including those affecting (1) the number or type of wireless infrastructure or other communications sites needed to provide wireless communications services to a given geographic area and (2) the obsolescence of certain existing wireless networks; and
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•
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our ability to efficiently satisfy our customers' service requirements.
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•
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we may be more vulnerable to general adverse economic and industry conditions;
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•
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we may find it more difficult to obtain additional financing to fund discretionary investments and other general corporate requirements or to refinance our existing indebtedness;
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•
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we are or will be required to dedicate a substantial portion of our cash flows from operations to the payment of principal and interest on our debt, thereby reducing the available cash flows to fund other projects, including the discretionary investments discussed in "
Item 1. Business
;"
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•
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we may have limited flexibility in planning for, or reacting to, changes in our business and in the industry;
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•
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we may have a competitive disadvantage relative to other companies in our industry with less debt;
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•
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we may be required to issue equity securities or securities convertible into equity or sell some of our assets, possibly on unfavorable terms, in order to meet payment obligations; and
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•
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we may be limited in our ability to take advantage of strategic business opportunities, including wireless infrastructure development and mergers and acquisitions.
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•
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other independent wireless infrastructure owners or operators, including towers, rooftops, water towers, DAS, broadcast towers and utility poles;
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•
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wireless carriers that own and operate their own wireless infrastructure and lease antenna space to other wireless communication companies; and
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•
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new alternative deployment methods in the wireless communication industry.
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•
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disrupt our business relationships with our customers, depending on the nature of or counterparty to such transactions and activities;
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•
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direct the time and attention of management away from other business operations toward such transactions and activities, including integrations;
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•
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fail to achieve revenue or margin targets, operational synergies or other benefits contemplated;
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•
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increase operational risk or volatility in our business; or
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•
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result in current and prospective employees experiencing uncertainty about their future roles with us, which might adversely affect our ability to retain or attract key managers and other employees.
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•
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a staggered board of directors;
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•
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the authority of the board of directors to issue preferred stock without approval of the holders of our common stock; and
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•
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advance notice requirements for director nominations and actions to be taken at annual meetings.
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Number of Tenants
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Percent of Towers
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Greater than five
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6
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%
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Five
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6
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%
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Four
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10
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%
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Three
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17
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%
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Two
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24
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%
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Less than two
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37
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%
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Total
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100
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%
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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High
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Low
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2012:
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First Quarter
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$
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55.99
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$
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44.62
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Second Quarter
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59.26
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51.86
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Third Quarter
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66.11
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57.60
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Fourth Quarter
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72.30
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63.42
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2011:
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First Quarter
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$
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46.27
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$
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36.38
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Second Quarter
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44.49
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39.74
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Third Quarter
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44.80
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37.53
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Fourth Quarter
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44.92
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38.70
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Years Ended December 31,
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Company/Index/Market
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2007
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2008
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2009
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2010
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2011
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|
2012
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||||||||||||
Crown Castle International Corp.
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$
|
100.00
|
|
|
$
|
42.27
|
|
|
$
|
93.86
|
|
|
$
|
105.38
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|
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$
|
107.71
|
|
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$
|
173.49
|
|
NYSE Market Index
|
|
100.00
|
|
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60.86
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78.25
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88.91
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|
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85.63
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|
|
99.29
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||||||
S&P 500 Market Index
|
|
100.00
|
|
|
63.00
|
|
|
79.68
|
|
|
91.68
|
|
|
93.61
|
|
|
108.59
|
|
||||||
DJ Telecommunication Equipment Index
|
|
100.00
|
|
|
59.44
|
|
|
89.65
|
|
|
92.61
|
|
|
85.30
|
|
|
87.85
|
|
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Years Ended December 31,
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2012
(a)
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2011
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2010
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2009
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|
2008
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(In thousands of dollars, except per share amounts)
|
||||||||||||||||||
Statement of Operations Data:
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Net revenues:
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Site rental
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$
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2,124,190
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|
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$
|
1,853,550
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|
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$
|
1,700,761
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|
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$
|
1,543,192
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|
|
$
|
1,402,559
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|
Network services and other
|
308,490
|
|
|
179,179
|
|
|
177,897
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|
|
142,215
|
|
|
123,945
|
|
|||||
Net revenues
|
2,432,680
|
|
|
2,032,729
|
|
|
1,878,658
|
|
|
1,685,407
|
|
|
1,526,504
|
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|||||
Operating expenses:
|
|
|
|
|
|
|
|
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||||||||||
Costs of operations
(b)
:
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|
|
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|
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|
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||||||||||
Site rental
|
539,239
|
|
|
481,398
|
|
|
467,136
|
|
|
456,560
|
|
|
456,123
|
|
|||||
Network services and other
|
189,750
|
|
|
106,987
|
|
|
114,241
|
|
|
92,808
|
|
|
82,452
|
|
|||||
Total costs of operations
|
728,989
|
|
|
588,385
|
|
|
581,377
|
|
|
549,368
|
|
|
538,575
|
|
|||||
General and administrative
|
212,572
|
|
|
173,493
|
|
|
165,356
|
|
|
153,072
|
|
|
149,586
|
|
|||||
Asset write-down charges
|
15,548
|
|
|
22,285
|
|
|
13,687
|
|
|
19,237
|
|
|
16,888
|
|
|||||
Acquisition and integration costs
|
18,298
|
|
|
3,310
|
|
|
2,102
|
|
|
—
|
|
|
2,504
|
|
|||||
Depreciation, amortization and accretion
|
622,592
|
|
|
552,951
|
|
|
540,771
|
|
|
529,739
|
|
|
526,442
|
|
|||||
Operating income (loss)
|
834,681
|
|
|
692,305
|
|
|
575,365
|
|
|
433,991
|
|
|
292,509
|
|
|||||
Interest expense and amortization of deferred financing costs
(c)
|
(601,044
|
)
|
|
(507,587
|
)
|
|
(490,269
|
)
|
|
(445,882
|
)
|
|
(354,114
|
)
|
|||||
Impairment of available-for-sale securities
(d)
|
—
|
|
|
(4,216
|
)
|
|
—
|
|
|
—
|
|
|
(55,869
|
)
|
|||||
Gains (losses) on retirement of long-term obligations
(c)
|
(131,974
|
)
|
|
—
|
|
|
(138,367
|
)
|
|
(91,079
|
)
|
|
42
|
|
|||||
Net gain (loss) on interest rate swaps
(e)
|
—
|
|
|
—
|
|
|
(286,435
|
)
|
|
(92,966
|
)
|
|
(37,888
|
)
|
|||||
Interest income
|
4,556
|
|
|
666
|
|
|
2,204
|
|
|
2,967
|
|
|
8,336
|
|
|||||
Other income (expense)
|
(5,392
|
)
|
|
(1,361
|
)
|
|
(603
|
)
|
|
2,446
|
|
|
(6,235
|
)
|
|||||
Income (loss) before income taxes
|
100,827
|
|
|
179,807
|
|
|
(338,105
|
)
|
|
(190,523
|
)
|
|
(153,219
|
)
|
|||||
Benefit (provision) for income taxes
(f)
|
100,061
|
|
|
(8,347
|
)
|
|
26,846
|
|
|
76,400
|
|
|
104,361
|
|
|||||
Net income (loss)
(g)
|
200,888
|
|
|
171,460
|
|
|
(311,259
|
)
|
|
(114,123
|
)
|
|
(48,858
|
)
|
|||||
Less: Net income (loss) attributable to the noncontrolling interest
|
12,304
|
|
|
383
|
|
|
(319
|
)
|
|
209
|
|
|
—
|
|
|||||
Net income (loss) attributable to CCIC stockholders
|
188,584
|
|
|
171,077
|
|
|
(310,940
|
)
|
|
(114,332
|
)
|
|
(48,858
|
)
|
|||||
Dividends on preferred stock and losses on purchases of preferred stock
(h)
|
(2,629
|
)
|
|
(22,940
|
)
|
|
(20,806
|
)
|
|
(20,806
|
)
|
|
(20,806
|
)
|
|||||
Net income (loss) attributable to CCIC stockholders after deduction of dividends on preferred stock and losses on purchases of preferred stock
|
$
|
185,955
|
|
|
$
|
148,137
|
|
|
$
|
(331,746
|
)
|
|
$
|
(135,138
|
)
|
|
$
|
(69,664
|
)
|
Net income (loss) attributable to CCIC common stockholders, after deduction of dividends on preferred stock and losses of purchases of preferred stock, per common share - basic and diluted
|
$
|
0.64
|
|
|
$
|
0.52
|
|
|
$
|
(1.16
|
)
|
|
$
|
(0.47
|
)
|
|
$
|
(0.45
|
)
|
Weighted-average common shares outstanding (in thousands):
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
289,285
|
|
|
283,821
|
|
|
286,764
|
|
|
286,622
|
|
|
282,007
|
|
|||||
Diluted
|
291,270
|
|
|
285,947
|
|
|
286,764
|
|
|
286,622
|
|
|
282,007
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
(In thousands of dollars, except per share amounts)
|
||||||||||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Summary cash flow information:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used for) operating activities
|
$
|
772,557
|
|
|
$
|
643,454
|
|
|
$
|
603,430
|
|
|
$
|
571,256
|
|
|
$
|
513,001
|
|
Net cash provided by (used for) investing activities
|
(4,199,596
|
)
|
|
(399,865
|
)
|
|
(390,949
|
)
|
|
(172,145
|
)
|
|
(476,613
|
)
|
|||||
Net cash provided by (used for) financing activities
(c)
|
3,786,803
|
|
|
(275,712
|
)
|
|
(866,624
|
)
|
|
214,396
|
|
|
47,717
|
|
|||||
Ratio of earnings to fixed charges
(i)
|
1.1
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
441,364
|
|
|
$
|
80,120
|
|
|
$
|
112,531
|
|
|
$
|
766,146
|
|
|
$
|
155,219
|
|
Property and equipment, net
|
6,917,531
|
|
|
4,861,227
|
|
|
4,893,651
|
|
|
4,895,983
|
|
|
5,060,126
|
|
|||||
Total assets
|
16,088,709
|
|
|
10,545,096
|
|
|
10,469,529
|
|
|
10,956,606
|
|
|
10,361,722
|
|
|||||
Total debt and other long-term obligations
(c)
|
11,611,242
|
|
|
6,885,699
|
|
|
6,778,894
|
|
|
6,579,150
|
|
|
6,102,189
|
|
|||||
Total CCIC stockholders' equity
|
2,938,746
|
|
|
2,386,245
|
|
|
2,445,373
|
|
|
2,936,241
|
|
|
2,715,865
|
|
(a)
|
Inclusive of the impact of acquisitions. See note 3 to our consolidated financial statements.
|
(b)
|
Exclusive of depreciation, amortization and accretion shown separately.
|
(c)
|
Over the last five years, we have used debt to refinance other debt and fund discretionary investments such as acquisitions and purchases of common stock. We maintain debt leverage at levels that we believe optimize our weighted-average cost of capital. The following is a discussion of our debt activity during the last five years. See also "
Item 7. MD&A—Liquidity and Capital Resources—Contractual Cash Obligation
s" and notes
6
and
20
to our consolidated financial statements for additional information regarding our debt, including the repurchase and redemption of the 9% senior notes and 7.75% secured notes completed in January 2013.
|
•
|
During 2010 and 2009, we issued $3.5 billion and $2.9 billion face value of debt, respectively, and purchased and repaid $3.4 billion and $2.4 billion face value of debt, respectfully. These refinancings extended the maturities of our debt portfolio. We incurred losses on the purchase and repayment of this debt.
|
•
|
During 2012, we refinanced our credit facility, the 7.75% secured notes and the 9% senior notes, and we incurred and assumed additional debt related to our acquisitions.
|
(d)
|
In 2011 and 2008, we recorded impairment charges related to an other-than-temporary decline in the value of our investment in FiberTower Corporation.
|
(e)
|
The 2010 and 2009 amounts are predominately losses on various interest rate swaps that no longer qualified for hedge accounting and included swaps that were no longer economic hedges. The 2008 amount predominately represents losses on our former interest rate swaps with a subsidiary of Lehman Brothers Holdings Inc. that no longer qualified for hedge accounting. As of December 31, 2012, we had no interest rate swaps outstanding.
|
(f)
|
As a result of a deferred tax liability recorded in connection with the Global Signal Merger, we recorded partial tax benefits for our losses in 2010 and full tax benefits for all of 2009 and 2008. 2008 includes tax benefits of $74.9 million resulting from the completion of the Internal Revenue Service ("IRS") examination of our federal tax return for 2004. See note
9
to our consolidated financial statements regarding our tax position as of and for the years ended December 31, 2012 and 2011 including our reversal of valuation allowances in 2012.
|
(g)
|
No cash dividends on our common stock were declared or paid in
2012
,
2011
,
2010
,
2009
or
2008
.
|
(h)
|
In 2012, we converted our redeemable convertible preferred stock into shares of our common stock. See note 10 to our consolidated financial statements.
|
(i)
|
For purposes of computing the ratio of earnings to fixed charges, earnings represent income (loss) before income taxes and fixed charges. Fixed charges consist of interest expense, the interest component of operating leases, amortization of deferred financing costs and dividends on preferred stock classified as liabilities. For
2010
,
2009
and
2008
earnings were insufficient to cover fixed charges by $338.1 million, $190.5 million, and $153.2 million, respectively.
|
•
|
Potential growth resulting from wireless network expansion and new entrants
|
◦
|
We expect wireless carriers will continue their focus on improving network quality and expanding capacity by adding additional antennas and other equipment on our wireless infrastructure.
|
◦
|
We expect existing and potential new wireless carrier demand for our wireless infrastructure will result from (1) next generation technologies, (2) continued development of mobile internet applications, (3) adoption of other emerging and embedded wireless devices, (4) increasing smartphone penetration, and (5) wireless carrier focus on expanding coverage.
|
◦
|
Substantially all of our wireless infrastructure can accommodate additional tenancy, either as currently constructed or with appropriate modifications to the structure.
|
◦
|
U.S. wireless carriers continue to invest in their networks.
|
◦
|
Our site rental revenues grew $271 million, or 15%, from the full year 2011 to 2012. Our 2012 site rental revenues growth was impacted by:
|
◦
|
Our acquisitions in 2012 (see note 3 of our consolidated financial statements); and
|
◦
|
The fact that we have effectively pre-sold via a firm contractual commitment a significant portion of the modification of the existing installations relating to certain 4G upgrades. We have done so by increasing the future contracted revenue above that of a typical escalation over a period of time, typically a three or four year period. As a result for any given period, the increase in cash rental receipts may not translate into a corresponding increase in reported revenues from the application of straight-line revenue recognition (see note 2 of our consolidated financial statements).
|
◦
|
Our 2013 site rental revenues growth will also be impacted by both of these same items that impacted our 2012 site rental revenues growth, including an approximately 13% expected contribution from the 2012 acquisitions. Additionally, we do not expect that any of our customers' network enhancement deployments and any related non- renewal of customer contracts anticipated in 2014 and 2015, including Sprint's Network Vision and any corresponding non-renewal of iDEN leases, will have a material adverse effect on our operations and cash flows for 2013 and subsequent periods.
|
•
|
Site rental revenues under long-term customer contracts with contractual escalations
|
◦
|
Initial terms of five to 15 years with multiple renewal periods at the option of the tenant of five to ten years each.
|
◦
|
Weighted-average remaining term of approximately
eight
years, exclusive of renewals at the customer's option, representing approximately $20 billion of expected future cash inflows.
|
•
|
Revenues predominately from large wireless carriers
|
◦
|
Verizon Wireless, AT&T, Sprint and T-Mobile accounted for
72%
of consolidated revenues.
|
•
|
Majority of land interests under our towers under long-term control
|
◦
|
Approximately
91%
and
77%
of our site rental gross margin is derived from towers that we own or control for greater than ten and 20 years, respectively. The aforementioned percentages include towers that reside on land interests that are owned in fee or where we have perpetual or long-term easements, which represent approximately
38%
of our site rental gross margin.
|
•
|
Relatively fixed wireless infrastructure operating costs
|
◦
|
Our wireless infrastructure operating costs tend to increase at approximately the rate of inflation and are not typically influenced by new tenant additions.
|
•
|
Minimal sustaining capital expenditure requirements
|
◦
|
Sustaining capital expenditures were
$37.1 million
, which represented less than
2%
of net revenues.
|
•
|
Debt portfolio with long-dated maturities extended over multiple years with the majority of such debt having a fixed rate (see
"Item 7A. Quantitative and Qualitative Disclosures About Market Risk"
for a further discussion of our debt)
|
◦
|
70% of our debt has fixed rate coupons, after giving effect to the January 2013 Debt Retirements.
|
◦
|
Our debt service coverage and leverage ratios were comfortably within their respective financial maintenance and cash trap covenants. See
"Item 7. MD&A—Liquidity and Capital Resources"
for a further discussion of our debt covenants.
|
•
|
Significant cash flows from operations
|
◦
|
Net cash provided by operating activities was
$772.6 million
.
|
◦
|
We believe our core business of providing access to our wireless infrastructure can be characterized as a stable cash flow stream, which we expect to grow as a result of future demand for our wireless infrastructure.
|
•
|
Capital allocated to drive long-term stockholder value (per share) (see also
"Item 7. MD&A—Liquidity and Capital Resources"
)
|
◦
|
Historical discretionary investments include (in no particular order): purchasing our common stock, acquiring or constructing wireless infrastructure, acquiring land interests under our towers, improving and structurally enhancing our existing wireless infrastructure, and purchasing, repaying or redeeming our debt.
|
◦
|
Discretionary investments during
2012
included the following acquisitions:
|
◦
|
In September 2012, we entered into a definitive agreement with T-Mobile to acquire the exclusive rights to lease, operate or otherwise acquire approximately 7,100 T-Mobile towers for approximately $2.5 billion. On November 30, 2012, we closed on the T-Mobile acquisition. We have the exclusive right to lease and operate the T-Mobile towers (that are otherwise not owned by the Company). In addition, we have the option to purchase such towers at the end of their respective lease terms. See note 1 of our consolidated financial statements for a further discussion of the terms of the T-Mobile lease including the purchase option. We utilized cash on hand, inclusive of the proceeds from the October 2012 issuance of the 5.25% senior notes, and borrowings under our revolving credit facility to fund the T-Mobile acquisition.
|
◦
|
In April 2012, we closed on the acquisition of NextG for approximately $1.0 billion in cash, subject to certain adjustments.
|
◦
|
In January 2012, we acquired certain subsidiaries of WCP for a purchase price of $214.7 million, including $39.2 million of restricted cash and excluding the assumption of $336.3 million (after fair value adjustments) of debt. Upon closing in January 2012, WCP held various contracts with wireless site owners, including approximately 2,300 ground lease related assets.
|
◦
|
Other investing and financing activities during 2012 included the following:
|
◦
|
Discretionary capital expenditures of
$404.3 million
including wireless infrastructure improvements in order to support additional site rentals, construction of wireless infrastructure and land purchases.
|
◦
|
The purchase of 0.7 million shares of common stock for $36.0 million.
|
◦
|
In January 2012, we refinanced our previously outstanding credit facility with a new credit facility that consisted of a $1.0 billion revolving credit facility and $2.1 billion of term loan facilities. In December 2012, we increased our revolving credit facility by $500 million to $1.5 billion. Borrowings under such credit facility were used to fund the cash consideration of the WCP acquisition, NextG acquisition and to partially fund the purchase and redemption of the 9% senior notes.
|
◦
|
In October 2012, we issued $1.65 billion aggregate principal amount of 5.25% senior notes due 2023 to partially fund the T-Mobile acquisition.
|
◦
|
In December 2012, we extended the maturity of our debt while reducing our interest rates by issuing $500 million aggregate principal amount of 2.381% secured notes due 2017 and $1.0 billion aggregate principal amount of 3.849% secured notes due 2023, for an aggregate principal amount of $1.5 billion with a blended rate of 3.36% ("2012 secured notes"), using the proceeds therefrom, together with borrowings under our credit facility, to repurchase and redeem all of the outstanding 7.75% secured notes and 9.00% senior notes.
|
◦
|
Through our 2012 financing activities, we lowered our average cost of debt from 6.2% as of December 31, 2011 to 4.5% as of December 31, 2012. As a result of our financing and investing activities during 2012, including the impact of the T-Mobile acquisition, the CCIC consolidated leverage ratio increased from approximately 5.3 times as of December 31, 2011 to approximately 6.5 times as of December 31, 2012, after giving effect to the January 2013 Debt Retirements. This current CCIC consolidated leverage ratio is below our restrictive covenant of 7.0 times. As a result of the financial performance and our refinancings that lowered our cost of debt, our interest coverage ratios and debt service coverage ratios improved during 2012. See
"Item 7. MD&A—Liquidity and Capital Resources."
|
|
Years Ended December 31,
|
|
Percent Change
(b)
|
||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
vs.
2011
|
|
2011
vs.
2010
|
||||||||
|
(In thousands of dollars)
|
|
|
|
|
||||||||||||
Net revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Site rental
|
$
|
2,124,190
|
|
|
$
|
1,853,550
|
|
|
$
|
1,700,761
|
|
|
15
|
%
|
|
9
|
%
|
Network services and other
|
308,490
|
|
|
179,179
|
|
|
177,897
|
|
|
72
|
%
|
|
1
|
%
|
|||
Net revenues
|
2,432,680
|
|
|
2,032,729
|
|
|
1,878,658
|
|
|
20
|
%
|
|
8
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Costs of operations
(a)
:
|
|
|
|
|
|
|
|
|
|
||||||||
Site rental
|
539,239
|
|
|
481,398
|
|
|
467,136
|
|
|
12
|
%
|
|
3
|
%
|
|||
Network services and other
|
189,750
|
|
|
106,987
|
|
|
114,241
|
|
|
77
|
%
|
|
(6
|
)%
|
|||
Total costs of operations
|
728,989
|
|
|
588,385
|
|
|
581,377
|
|
|
24
|
%
|
|
1
|
%
|
|||
General and administrative
|
212,572
|
|
|
173,493
|
|
|
165,356
|
|
|
23
|
%
|
|
5
|
%
|
|||
Asset write-down charges
|
15,548
|
|
|
22,285
|
|
|
13,687
|
|
|
*
|
|
|
*
|
|
|||
Acquisition and integration costs
|
18,298
|
|
|
3,310
|
|
|
2,102
|
|
|
*
|
|
|
*
|
|
|||
Depreciation, amortization and accretion
|
622,592
|
|
|
552,951
|
|
|
540,771
|
|
|
13
|
%
|
|
2
|
%
|
|||
Total operating expenses
|
1,597,999
|
|
|
1,340,424
|
|
|
1,303,293
|
|
|
19
|
%
|
|
3
|
%
|
|||
Operating income (loss)
|
834,681
|
|
|
692,305
|
|
|
575,365
|
|
|
21
|
%
|
|
20
|
%
|
|||
Interest expense and amortization of deferred financing costs
|
(601,044
|
)
|
|
(507,587
|
)
|
|
(490,269
|
)
|
|
*
|
|
|
*
|
|
|||
Gains (losses) on retirement of long-term obligations
|
(131,974
|
)
|
|
—
|
|
|
(138,367
|
)
|
|
*
|
|
|
*
|
|
|||
Net gain (loss) on interest rate swaps
|
—
|
|
|
—
|
|
|
(286,435
|
)
|
|
*
|
|
|
*
|
|
|||
Interest income
|
4,556
|
|
|
666
|
|
|
2,204
|
|
|
*
|
|
|
*
|
|
|||
Other income (expense)
|
(5,392
|
)
|
|
(5,577
|
)
|
|
(603
|
)
|
|
*
|
|
|
*
|
|
|||
Income (loss) before income taxes
|
100,827
|
|
|
179,807
|
|
|
(338,105
|
)
|
|
*
|
|
|
*
|
|
|||
Benefit (provision) for income taxes
|
100,061
|
|
|
(8,347
|
)
|
|
26,846
|
|
|
*
|
|
|
*
|
|
|||
Net income (loss)
|
200,888
|
|
|
171,460
|
|
|
(311,259
|
)
|
|
*
|
|
|
*
|
|
|||
Less: Net income (loss) attributable to the noncontrolling interest
|
12,304
|
|
|
383
|
|
|
(319
|
)
|
|
*
|
|
|
*
|
|
|||
Net income (loss) attributable to CCIC stockholders
|
$
|
188,584
|
|
|
$
|
171,077
|
|
|
$
|
(310,940
|
)
|
|
*
|
|
|
*
|
|
*
|
Percentage is not meaningful
|
(a)
|
Exclusive of depreciation, amortization and accretion shown separately.
|
(b)
|
Inclusive of the impact of foreign exchange fluctuations. See
"Item 7. MD&A—Results of Operations—Comparison of Operating Segments—CCAL."
|
|
December 31, 2012
|
||
|
(In thousands of dollars)
|
||
Cash and cash equivalents
(a)
|
$
|
109,542
|
|
Undrawn revolving credit facility availability
(b)
|
247,000
|
|
|
Restricted cash
|
263,676
|
|
|
Debt and other long-term obligations
|
11,015,130
|
|
|
Total equity
|
2,915,397
|
|
(a)
|
Exclusive of restricted cash.
|
(b)
|
Availability at any point in time is subject to reaffirmation of the representations and warranties in, and there being no default under, our credit agreement. See
"Item 7. MD&A—Liquidity and Capital Resources—Financing Activities"
and
"Item 7. MD&A—Liquidity and Capital Resources—Debt Covenants."
|
•
|
We expect that our cash on hand, undrawn revolving credit facility availability and net cash provided by operating activities (net of cash interest payments) should be sufficient to cover our expected (1) debt service obligations of
$88.2 million
(principal payments) and (2) capital expenditures of roughly $400 million to $450 million (sustaining and discretionary). As CCIC and CCOC are holding companies, this cash flow from operations is generated by our operating subsidiaries.
|
•
|
We have no debt maturities other than principal payments on amortizing debt. We do not anticipate the need to access the capital markets to refinance our existing debt until at least 2015. See
"Item 7A. Quantitative and Qualitative Disclosures About Market Risk"
for a tabular presentation of our debt maturities as of
December 31, 2012
.
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands of dollars)
|
||||||||||
Net cash provided by (used for):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
772,557
|
|
|
$
|
643,454
|
|
|
$
|
603,430
|
|
Investing activities
|
(4,199,596
|
)
|
|
(399,865
|
)
|
|
(390,949
|
)
|
|||
Financing activities
|
3,786,803
|
|
|
(275,712
|
)
|
|
(866,624
|
)
|
|||
Effect of exchange rate changes on cash
|
1,480
|
|
|
(288
|
)
|
|
528
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
361,244
|
|
|
$
|
(32,411
|
)
|
|
$
|
(653,615
|
)
|
|
For Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands of dollars)
|
||||||||||
Discretionary:
|
|
|
|
|
|
||||||
Purchases of land interests
|
$
|
134,171
|
|
|
$
|
196,380
|
|
|
$
|
109,097
|
|
Wireless infrastructure improvements and other
|
144,969
|
|
|
82,780
|
|
|
73,917
|
|
|||
Construction of wireless infrastructure
|
125,137
|
|
|
45,391
|
|
|
20,718
|
|
|||
Sustaining
|
37,106
|
|
|
23,391
|
|
|
24,326
|
|
|||
Total
|
$
|
441,383
|
|
|
$
|
347,942
|
|
|
$
|
228,058
|
|
•
|
The decrease in purchases of land interests from 2011 to 2012 was driven by a single transaction during 2011 for $87.7 million for perpetual easements and other interests.
|
•
|
Capital expenditures for construction of wireless infrastructure increased from 2011 to 2012 primarily as a result of additional DAS network builds.
|
•
|
Capital expenditures for wireless infrastructure improvements typically vary based on (1) the type of work performed on the wireless infrastructure, with the installation of a new antenna typically requiring greater capital expenditures than a modification to an existing installation, (2) the existing capacity of the wireless structure prior to installation and (3) changes in structural engineering regulations and our internal structural standards.
|
•
|
Approximately 78% of our debt is secured. As of
December 31, 2012
, 27% of our towers, as well as nearly all of the third party land interests and other assets acquired in the WCP acquisition, and the cash flows from these towers effectively secure
$4.0 billion
of our debt. Distributions paid from our entities that hold approximately 4,900 towers also service this secured debt.
|
•
|
We have pledged the equity interests in certain subsidiaries as well as certain of our deposit accounts in connection with certain of our debt agreements.
|
|
Years Ending December 31,
|
||||||||||||||||||||||||||
Contractual Obligations
(a)
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Totals
|
||||||||||||||
|
(In thousands of dollars)
|
||||||||||||||||||||||||||
Debt and other long-term
obligations
(b)(c)
|
$
|
88,183
|
|
|
$
|
99,101
|
|
|
$
|
111,437
|
|
|
$
|
112,782
|
|
|
$
|
2,139,893
|
|
|
$
|
8,452,061
|
|
|
$
|
11,003,457
|
|
Interest payments on debt and other long-term obligations
(c)(d)
|
448,982
|
|
|
492,720
|
|
|
505,120
|
|
|
523,611
|
|
|
503,190
|
|
|
7,277,071
|
|
|
9,750,694
|
|
|||||||
Lease obligations
(e)
|
428,839
|
|
|
430,348
|
|
|
434,247
|
|
|
437,690
|
|
|
440,573
|
|
|
5,761,353
|
|
|
7,933,050
|
|
|||||||
Other
|
4,278
|
|
|
3,812
|
|
|
3,441
|
|
|
157
|
|
|
—
|
|
|
—
|
|
|
11,688
|
|
|||||||
Total contractual obligations
|
$
|
970,282
|
|
|
$
|
1,025,981
|
|
|
$
|
1,054,245
|
|
|
$
|
1,074,240
|
|
|
$
|
3,083,656
|
|
|
$
|
21,490,485
|
|
|
$
|
28,698,889
|
|
(a)
|
The following items are in addition to the obligations disclosed in the above table:
|
•
|
We have a legal obligation to perform certain asset retirement activities, including requirements upon lease and easement terminations to remove wireless infrastructure or remediate the land upon which our wireless infrastructure resides. The cash obligations disclosed in the above table, as of
December 31, 2012
, are exclusive of estimated undiscounted future cash outlays for asset retirement obligations of approximately $1.0 billion. As of
December 31, 2012
, the net present value of these asset retirement obligations was approximately $95 million.
|
•
|
In the normal course of business, we post letters of credit and surety bonds pursuant to certain performance related obligations. We are contractually obligated under letters of credit to various landlords, insurers and other parties in connection with certain contingent retirement obligations under various wireless infrastructure land interest leases and certain other contractual obligations. The letters of credit were issued through one of CCUSA's lenders in amounts aggregating $12.6 million and expire on various dates through December 2013.
|
•
|
We are contractually obligated to pay or reimburse others for property taxes related to our wireless infrastructure. See note
14
to our consolidated financial statements.
|
(b)
|
The impact of principal payments that will commence following the anticipated repayment dates of our tower revenue notes are not considered. The January 2010 Tower Revenue Notes consist of three series of notes with principal amounts of $300.0 million, $350.0 million and $1.3 billion, having anticipated repayment dates in 2015, 2017 and 2020, respectively. The August 2010 Tower Revenue Notes consist of three series of notes with principal amounts of $250.0 million, $300.0 million and $1.0 billion, having anticipated repayment dates in 2015, 2017, and 2020, respectively. If the tower revenue notes are not repaid in full by the applicable anticipated repayment dates, the applicable interest rate increases by approximately 5% per annum and monthly principal payments commence using the Excess Cash Flow of the issuers of the tower revenue notes. The tower revenue notes are presented based on their contractual maturity dates ranging from 2035 to 2040 and include the impact of an assumed 5% increase in interest rate that would occur following the anticipated repayment dates but exclude the impact of monthly principal payments that would commence using Excess Cash Flow of the issuers of the tower revenue notes. The full year
2012
Excess Cash Flow of the issuers of the tower revenue notes was approximately
$482 million
. The anticipated repayment date is 2015 for each class of the WCP securitized notes.
We currently expect to refinance these notes on or prior to the respective anticipated repayment dates.
|
(c)
|
If the WCP securitized notes with a current face value of $296.0 million are not repaid in full by their anticipated repayment dates, the applicable interest rate increases by an additional approximately 5% per annum. If the WCP securitized notes are not repaid in full by their rapid amortization date of 2017, monthly principal payments commence using the Excess Cash Flow of the issuers of the WCP securitized notes. The WCP securitized notes are presented based on their contractual maturity dates in 2040. The full year 2012 Excess Cash Flow of the issuers of the WCP securitized notes was approximately $17 million. We currently expect to refinance these notes on or prior to the respective anticipated repayment dates.
|
(d)
|
Interest payments on the floating rate debt are based on estimated rates currently in effect.
|
(e)
|
Amounts relate primarily to lease obligations for the land interests on which our wireless infrastructure resides, and are based on the assumption that payments will be made through the end of the period for which we hold renewal rights. See table below summarizing remaining terms to expiration.
|
Remaining Term, In Years
(c)
|
|
Percent of Total Towers
|
|
Percent of Total Site Rental
Gross Margins
(a)(b)
|
||
Owned in fee or perpetual or long-term easements
|
|
23
|
%
|
|
38
|
%
|
20+ years
|
|
41
|
%
|
|
39
|
%
|
10 years to less than 20 years
|
|
23
|
%
|
|
14
|
%
|
5 years to less than 10 years
|
|
9
|
%
|
|
7
|
%
|
1 year to less than 5 years
|
|
3
|
%
|
|
2
|
%
|
0 to less than 1 year
|
|
1
|
%
|
|
—
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
(a)
|
For the year ended
December 31, 2012
.
|
(b)
|
Without consideration of the term of the customer contract agreement.
|
(c)
|
Inclusive of renewal terms at our option.
|
(a)
|
The Total Net Leverage Ratio for CCOC is calculated as the ratio of (1) Total Indebtedness (excluding debt held by CCIC) less Unrestricted Cash (both as defined in the credit agreement and calculated in accordance with GAAP) to (2) Consolidated EBITDA (as defined in the credit agreement) for the most recently completed quarter multiplied by four. In March 2014, the covenant requirement decreases to a maximum Total Net Leverage Ratio of 5.50 to 1.00. Consolidated EBITDA is calculated in substantially the same manner as Adjusted EBITDA used in our segment reporting, which is discussed further in
"Item 7. MD&A—Accounting and Reporting Matters—Non-GAAP Financial Measures"
and note
16
to our consolidated financial statements.
|
(b)
|
The Consolidated Interest Coverage Ratio for CCOC is calculated as the ratio of (1) Consolidated EBITDA for the most recently completed quarter multiplied by four to (2) Consolidated Pro forma Debt Service (as defined in the credit agreement).
|
(c)
|
The 2009 securitized notes and 2010 tower revenue notes also have amortization coverage thresholds of 1.15 and 1.45, respectively, which could result in applying current and future cash in the reserve account to prepay the debt with applicable prepayment consideration. See note (d) below for a discussion of the calculation of the Debt Service Coverage Ratio and Consolidated Fixed Charge Coverage Ratio.
|
(d)
|
The Debt Service Coverage Ratio is calculated as site rental revenue (calculated in accordance with GAAP), less: (1) cost of operations (calculated in accordance with GAAP), (2) straight-line rental revenues, (3) straight-line ground lease expenses, (4) management fees, and (5) sustaining capital expenditures, using the results for the previous 12 months then ended to the amount of interest to be paid over the succeeding 12 months per the terms of the respective agreement.
|
(e)
|
The Debt Service Coverage Ratio on the WCP securitized notes is calculated as Net Cash Flow (as defined in the indenture) less: (1) the Series 2010-1 Class A Targeted Amortization Amounts (as defined in the indenture) for the immediately succeeding 12 payment dates and (2) the Unpaid Series 2010-1 Class A Monthly Amortization Amount (as defined in the indenture) to the payments of interest that the issuers of such debt will be required to pay on the succeeding 12 payment dates on the principal balance of the WCP securitized notes. The WCP securitized notes also have an amortization threshold of 1.15, which could result in applying all Excess Cash Flow (as defined in the indenture) to prepay principal amounts with applicable prepayment consideration. In addition, if the Non-Performing Wireless Site Contract Ratio (as defined in the indenture) on the WCP securitized notes is greater than 10%, it could result in applying all Excess Cash Flow to prepay principal amounts with applicable prepayment consideration.
|
(f)
|
The 7.125% senior notes and 5.25% senior notes contain restrictive covenants with which CCIC and our restricted subsidiaries must comply, subject to a number of exceptions and qualifications, including restrictions on our ability to incur incremental debt, issue preferred stock, guarantee debt, pay dividends, repurchase our capital stock, use assets as security in other transactions, sell assets or merge with or into other companies, and make certain investments. Certain of these covenants are not applicable if there is no event of default and if the ratio of our Debt (as defined in the senior notes indenture) to our Adjusted Consolidated Cash Flows (as defined in the senior notes indenture) is less than 7.0 to 1.
|
(g)
|
Failure to comply with the ratios applicable to the financial maintenance would, absent a waiver, result in default under our credit agreement.
|
(h)
|
Failure to comply with the cash trap reserve covenants would require the cash flows generated by the issuers and their subsidiaries to be deposited in a reserve account for debt service and not released to us.
|
(i)
|
The credit agreement contains a restrictive covenant relating to CCOC and its restricted subsidiaries' ability to make restricted payments (as defined in the credit agreement), including dividends. As of December 31, 2012, after giving effect to the January 2013 Debt Retirements, CCOC and its restricted subsidiaries could (1) borrow an additional $681.0 million of debt and remain in compliance with this restrictive covenant, assuming no change in Consolidated EBITDA and (2) decrease Consolidated EBITDA by $123.8 million and remain in compliance with this restrictive covenant, assuming no change in their indebtedness.
|
(1)
|
estimates of replacement costs (for tangible fixed assets such as towers) or
|
(2)
|
discounted cash flow valuation methods (for estimating identifiable intangibles such as site rental contracts and customer relationships and above-market and below-market leases).
|
(1)
|
we pool site rental contracts and customer relationships intangible assets and property and equipment into portfolio groups and
|
(2)
|
we separately pool site rental contracts and customer relationships by significant customer or by customer grouping for individually insignificant customers, as appropriate.
|
•
|
it is the primary measure used by our management to evaluate the economic productivity of our operations, including the efficiency of our employees and the profitability associated with their performance, the realization of contract revenue under our long-term contracts, our ability to obtain and maintain our customers and our ability to operate our wireless infrastructure effectively;
|
•
|
it is the primary measure of profit and loss used by management for purposes of making decisions about allocating resources to, and assessing the performance of, our operating segments;
|
•
|
it is similar to the measure of current financial performance generally used in our debt covenant calculations;
|
•
|
although specific definitions may vary, it is widely used in the tower sector and other similar providers of wireless infrastructure to measure operating performance without regard to items such as depreciation, amortization and accretion, which can vary depending upon accounting methods and the book value of assets; and
|
•
|
we believe it helps investors meaningfully evaluate and compare the results of our operations from (1) period to period and (2) to our competitors by removing the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our operating results.
|
•
|
with respect to compliance with our debt covenants, which require us to maintain certain financial ratios including, or similar to, Adjusted EBITDA;
|
•
|
as the primary measure of profit and loss for purposes of making decisions about allocating resources to, and assessing the performance of, our operating segments;
|
•
|
as a performance goal in employee annual incentive compensation;
|
•
|
as a measurement of operating performance because it assists us in comparing our operating performance on a consistent basis as it removes the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our operating results;
|
•
|
in presentations to our board of directors to enable it to have the same measurement of operating performance used by management;
|
•
|
for planning purposes, including preparation of our annual operating budget;
|
•
|
as a valuation measure in strategic analyses in connection with the purchase and sale of assets; and
|
•
|
in determining self-imposed limits on our debt levels, including the evaluation of our leverage ratio and interest coverage ratio.
|
•
|
the potential refinancing of our existing debt (
$11.6 billion
and
$6.9 billion
of debt outstanding at
December 31, 2012
and
2011
, respectively);
|
•
|
our
$3.3 billion
of floating rate debt representing approximately 29% of total debt compared to 13% in the prior year; and
|
•
|
potential future borrowings of incremental debt.
|
|
Future Principal Payments and Interest Rates by the Debt Instruments' Contractual Year of Maturity
|
||||||||||||||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
|
Fair Value
(a)
|
||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||
Fixed rate debt
(c)
|
$
|
47,183
|
|
|
$
|
48,726
|
|
|
$
|
48,562
|
|
|
$
|
46,782
|
|
|
$
|
545,893
|
|
|
$
|
6,948,061
|
|
(c)
|
$
|
7,685,207
|
|
(c)
|
$
|
8,471,610
|
|
Average interest rate
(b)(c)
|
4.9
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
|
7.1
|
%
|
|
2.8
|
%
|
|
7.8
|
%
|
(c)
|
7.4
|
%
|
(c)
|
|
|||||||||
Variable rate debt
|
$
|
41,000
|
|
|
$
|
50,375
|
|
|
$
|
62,875
|
|
|
$
|
66,000
|
|
|
$
|
1,594,000
|
|
|
$
|
1,504,000
|
|
|
$
|
3,318,250
|
|
|
$
|
3,321,010
|
|
Average interest rate
|
3.2
|
%
|
|
3.1
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
|
2.7
|
%
|
|
4.0
|
%
|
|
3.3
|
%
|
|
|
(a)
|
The fair value of our debt is based on indicative quotes (that is, non-binding quotes) from brokers that require judgment to interpret market information, including implied credit spreads for similar borrowings on recent trades or bid/ask offers. These fair values are not necessarily indicative of the amount, which could be realized in a current market exchange.
|
(b)
|
The average interest rate represents the weighted-average stated coupon rate (see footnote (c)).
|
(c)
|
The impact of principal payments that will commence following the anticipated repayment dates are not considered. The January 2010 Tower Revenue Notes consist of three series of notes with principal amounts of $300 million, $350.0 million and $1.3 billion, having anticipated repayment dates in 2015, 2017 and 2020, respectively. The August 2010 Tower Revenue Notes consist of three series of notes with principal amounts of $250.0 million, $300.0 million and $1.0 billion, having anticipated repayment dates in 2015, 2017, and 2020, respectively. If the tower revenue notes are not repaid in full by the applicable anticipated repayment dates, the applicable interest rate increases by approximately 5% per annum and monthly principal payments commence using the Excess Cash Flow of the issuers of the tower revenue notes. The tower revenue notes are presented based on their contractual maturity dates ranging from 2035 to 2040 and include the impact of an assumed 5% increase in interest rate that would occur following the anticipated repayment dates but exclude the impact of monthly principal payments that would commence using Excess Cash Flow of the issuers of the tower revenue notes. The full year
2012
Excess Cash Flow of the issuers of the tower revenue notes was approximately
$482 million
. If the WCP securitized notes with a current face value of
$296.0 million
are not repaid in full by their anticipated repayment dates in 2015, the applicable interest rate increases by an additional approximately 5% per annum. If the WCP securitized notes are not repaid in full by their rapid amortization date of 2017, monthly principal payments commence using the Excess Cash Flow of the issuers of the WCP securitized notes. The WCP securitized notes are presented based on their contractual maturity dates in 2040. The full year 2012 Excess Cash Flow of the issuers of the WCP securitized notes was approximately $17 million.
|
|
|
|
Page
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
441,364
|
|
|
$
|
80,120
|
|
Restricted cash
|
575,938
|
|
|
252,368
|
|
||
Receivables net of allowance of $7,726 and $5,891, respectively
|
192,833
|
|
|
77,258
|
|
||
Prepaid expenses
|
103,808
|
|
|
80,529
|
|
||
Deferred income tax assets
|
193,420
|
|
|
85,385
|
|
||
Other current assets
|
73,961
|
|
|
23,492
|
|
||
Total current assets
|
1,581,324
|
|
|
599,152
|
|
||
Deferred site rental receivables, net
|
864,819
|
|
|
621,103
|
|
||
Property and equipment, net
|
6,917,531
|
|
|
4,861,227
|
|
||
Goodwill
|
3,119,957
|
|
|
2,035,390
|
|
||
Site rental contracts and customer relationships, net
|
2,652,560
|
|
|
2,074,982
|
|
||
Other intangible assets, net
|
289,136
|
|
|
103,200
|
|
||
Deferred income tax assets
|
33,914
|
|
|
—
|
|
||
Long-term prepaid rent, deferred financing costs and other assets, net
|
629,468
|
|
|
250,042
|
|
||
Total assets
|
$
|
16,088,709
|
|
|
$
|
10,545,096
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
115,999
|
|
|
$
|
32,055
|
|
Accrued interest
|
52,592
|
|
|
65,392
|
|
||
Deferred revenues
|
241,127
|
|
|
167,238
|
|
||
Other accrued liabilities
|
140,084
|
|
|
104,904
|
|
||
Current maturities of debt and other obligations
|
688,056
|
|
|
32,517
|
|
||
Total current liabilities
|
1,237,858
|
|
|
402,106
|
|
||
Debt and other long-term obligations
|
10,923,186
|
|
|
6,853,182
|
|
||
Deferred income tax liabilities
|
65,830
|
|
|
97,562
|
|
||
Below-market tenant leases, deferred ground lease payable and other liabilities
|
910,571
|
|
|
500,350
|
|
||
Total liabilities
|
13,137,445
|
|
|
7,853,200
|
|
||
Commitments and contingencies (note 14)
|
|
|
|
||||
Redeemable convertible preferred stock, $0.1 par value; 20,000,000 shares authorized; shares issued and outstanding: December 31, 2012—0 and December 31, 2011—6,111,000; stated net of unamortized issue costs; mandatory redemption and aggregate liquidation value: December 31, 2012—$0 and December 31, 2011—$305,550
|
—
|
|
|
305,032
|
|
||
CCIC stockholders' equity:
|
|
|
|
||||
Common stock, $.01 par value; 600,000,000 shares authorized; shares issued and outstanding: December 31, 2012—293,164,786 and December 31, 2011—284,449,372
|
2,932
|
|
|
2,844
|
|
||
Additional paid-in capital
|
5,623,595
|
|
|
5,312,342
|
|
||
Accumulated other comprehensive income (loss)
|
(61,791
|
)
|
|
(116,996
|
)
|
||
Accumulated deficit
|
(2,625,990
|
)
|
|
(2,811,945
|
)
|
||
Total CCIC stockholders' equity
|
2,938,746
|
|
|
2,386,245
|
|
||
Noncontrolling interest
|
12,518
|
|
|
619
|
|
||
Total equity
|
2,951,264
|
|
|
2,386,864
|
|
||
Total liabilities and equity
|
$
|
16,088,709
|
|
|
$
|
10,545,096
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Net revenues:
|
|
|
|
|
|
||||||
Site rental
|
$
|
2,124,190
|
|
|
$
|
1,853,550
|
|
|
$
|
1,700,761
|
|
Network services and other
|
308,490
|
|
|
179,179
|
|
|
177,897
|
|
|||
|
2,432,680
|
|
|
2,032,729
|
|
|
1,878,658
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Costs of operations
(a)
:
|
|
|
|
|
|
||||||
Site rental
|
539,239
|
|
|
481,398
|
|
|
467,136
|
|
|||
Network services and other
|
189,750
|
|
|
106,987
|
|
|
114,241
|
|
|||
General and administrative
|
212,572
|
|
|
173,493
|
|
|
165,356
|
|
|||
Asset write-down charges
|
15,548
|
|
|
22,285
|
|
|
13,687
|
|
|||
Acquisition and integration costs
|
18,298
|
|
|
3,310
|
|
|
2,102
|
|
|||
Depreciation, amortization and accretion
|
622,592
|
|
|
552,951
|
|
|
540,771
|
|
|||
Total operating expenses
|
1,597,999
|
|
|
1,340,424
|
|
|
1,303,293
|
|
|||
Operating income (loss)
|
834,681
|
|
|
692,305
|
|
|
575,365
|
|
|||
Interest expense and amortization of deferred financing costs
|
(601,044
|
)
|
|
(507,587
|
)
|
|
(490,269
|
)
|
|||
Gains (losses) on retirement of long-term obligations
|
(131,974
|
)
|
|
—
|
|
|
(138,367
|
)
|
|||
Net gain (loss) on interest rate swaps
|
—
|
|
|
—
|
|
|
(286,435
|
)
|
|||
Interest income
|
4,556
|
|
|
666
|
|
|
2,204
|
|
|||
Other income (expense)
|
(5,392
|
)
|
|
(5,577
|
)
|
|
(603
|
)
|
|||
Income (loss) before income taxes
|
100,827
|
|
|
179,807
|
|
|
(338,105
|
)
|
|||
Benefit (provision) for income taxes
|
100,061
|
|
|
(8,347
|
)
|
|
26,846
|
|
|||
Net income (loss)
|
200,888
|
|
|
171,460
|
|
|
(311,259
|
)
|
|||
Less: Net income (loss) attributable to the noncontrolling interest
|
12,304
|
|
|
383
|
|
|
(319
|
)
|
|||
Net income (loss) attributable to CCIC stockholders
|
188,584
|
|
|
171,077
|
|
|
(310,940
|
)
|
|||
Dividends on preferred stock and losses on purchases of preferred stock
|
(2,629
|
)
|
|
(22,940
|
)
|
|
(20,806
|
)
|
|||
Net income (loss) attributable to CCIC stockholders after deduction of dividends on preferred stock and losses on purchases of preferred stock
|
$
|
185,955
|
|
|
$
|
148,137
|
|
|
$
|
(331,746
|
)
|
Net income (loss)
|
$
|
200,888
|
|
|
$
|
171,460
|
|
|
$
|
(311,259
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Available-for-sale securities, net of taxes of $0, $0, and $0:
|
|
|
|
|
|
||||||
Unrealized gains (losses), net of taxes
|
—
|
|
|
(7,537
|
)
|
|
738
|
|
|||
Derivative instruments, net of taxes of $17,115, $0, and $(14,997):
|
|
|
|
|
|
||||||
Net change in fair value of cash flow hedging instruments, net of taxes
|
—
|
|
|
(973
|
)
|
|
(140,194
|
)
|
|||
Amounts reclassified into results of operations, net of taxes
|
48,124
|
|
|
71,707
|
|
|
56,890
|
|
|||
Foreign currency translation adjustments
|
6,308
|
|
|
(848
|
)
|
|
27,908
|
|
|||
Total other comprehensive income (loss)
|
54,432
|
|
|
62,349
|
|
|
(54,658
|
)
|
|||
Comprehensive income (loss)
|
255,320
|
|
|
233,809
|
|
|
(365,917
|
)
|
|||
Less: Comprehensive income (loss) attributable to the noncontrolling interest
|
11,531
|
|
|
750
|
|
|
(223
|
)
|
|||
Comprehensive income (loss) attributable to CCIC stockholders
|
$
|
243,789
|
|
|
$
|
233,059
|
|
|
$
|
(365,694
|
)
|
Net income (loss) attributable to CCIC common stockholders, after deduction of dividends on preferred stock and losses of purchases of preferred stock, per common share:
|
|
|
|
|
|
||||||
Basic
|
0.64
|
|
|
0.52
|
|
|
(1.16
|
)
|
|||
Diluted
|
0.64
|
|
|
0.52
|
|
|
(1.16
|
)
|
|||
Weighted-average common shares outstanding (in thousands):
|
|
|
|
|
|
||||||
Basic
|
289,285
|
|
|
283,821
|
|
|
286,764
|
|
|||
Diluted
|
291,270
|
|
|
285,947
|
|
|
286,764
|
|
(a)
|
Exclusive of depreciation, amortization and accretion shown separately.
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
200,888
|
|
|
$
|
171,460
|
|
|
$
|
(311,259
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
|
|
|
|
|
|
||||||
Depreciation, amortization and accretion
|
622,592
|
|
|
552,951
|
|
|
540,771
|
|
|||
Gains (losses) on retirement of long-term obligations
|
131,974
|
|
|
—
|
|
|
138,367
|
|
|||
Amortization of deferred financing costs and other non-cash interest
|
109,350
|
|
|
102,943
|
|
|
85,454
|
|
|||
Stock-based compensation expense
|
41,944
|
|
|
32,610
|
|
|
36,540
|
|
|||
Asset write-down charges
|
15,548
|
|
|
22,285
|
|
|
13,687
|
|
|||
Deferred income tax benefit (provision)
|
(110,374
|
)
|
|
4,626
|
|
|
(26,196
|
)
|
|||
Income (expense) from forward-starting interest rate swaps
|
—
|
|
|
—
|
|
|
286,435
|
|
|||
Other adjustments
|
612
|
|
|
4,122
|
|
|
857
|
|
|||
Changes in assets and liabilities, excluding the effects of acquisitions:
|
|
|
|
|
|
||||||
Increase (decrease) in accrued interest
|
(13,520
|
)
|
|
201
|
|
|
(4,285
|
)
|
|||
Increase (decrease) in accounts payable
|
34,543
|
|
|
(7,497
|
)
|
|
1,702
|
|
|||
Increase (decrease) in deferred revenues, deferred ground lease payables, other accrued liabilities and other liabilities
|
98,686
|
|
|
19,606
|
|
|
39,012
|
|
|||
Decrease (increase) in receivables
|
(98,570
|
)
|
|
(17,407
|
)
|
|
(11,653
|
)
|
|||
Decrease (increase) in prepaid expenses, deferred site rental receivables, long-term prepaid rent, restricted cash and other assets
|
(261,116
|
)
|
|
(242,446
|
)
|
|
(186,002
|
)
|
|||
Net cash provided by (used for) operating activities
|
772,557
|
|
|
643,454
|
|
|
603,430
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Payment for acquisitions of businesses, net of cash acquired
|
(3,759,475
|
)
|
|
(37,551
|
)
|
|
(139,158
|
)
|
|||
Capital expenditures
|
(441,383
|
)
|
|
(347,942
|
)
|
|
(228,058
|
)
|
|||
Other investing activities, net
|
1,262
|
|
|
(14,372
|
)
|
|
(23,733
|
)
|
|||
Net cash provided by (used for) investing activities
|
(4,199,596
|
)
|
|
(399,865
|
)
|
|
(390,949
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
5,250,000
|
|
|
—
|
|
|
3,450,000
|
|
|||
Proceeds from issuance of capital stock
|
258
|
|
|
1,557
|
|
|
18,731
|
|
|||
Principal payments on debt and other long-term obligations
|
(80,818
|
)
|
|
(35,345
|
)
|
|
(26,398
|
)
|
|||
Purchases and redemptions of long-term debt
|
(1,978,709
|
)
|
|
—
|
|
|
(3,541,312
|
)
|
|||
Purchases of capital stock
|
(36,043
|
)
|
|
(303,414
|
)
|
|
(159,639
|
)
|
|||
Purchases of preferred stock
|
—
|
|
|
(15,002
|
)
|
|
—
|
|
|||
Borrowings under revolving credit facility
|
1,253,000
|
|
|
283,000
|
|
|
157,000
|
|
|||
Payments under revolving credit facility
|
(251,000
|
)
|
|
(189,000
|
)
|
|
—
|
|
|||
Payments for financing costs
|
(78,641
|
)
|
|
—
|
|
|
(59,259
|
)
|
|||
Payments for forward-starting interest rate swap settlements
|
—
|
|
|
—
|
|
|
(697,821
|
)
|
|||
Net (increase) decrease in restricted cash
|
(288,763
|
)
|
|
1,979
|
|
|
11,953
|
|
|||
Dividends on preferred stock
|
(2,481
|
)
|
|
(19,487
|
)
|
|
(19,879
|
)
|
|||
Net cash provided by (used for) financing activities
|
3,786,803
|
|
|
(275,712
|
)
|
|
(866,624
|
)
|
|||
Effect of exchange rate changes on cash
|
1,480
|
|
|
(288
|
)
|
|
528
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
361,244
|
|
|
(32,411
|
)
|
|
(653,615
|
)
|
|||
Cash and cash equivalents at beginning of year
|
80,120
|
|
|
112,531
|
|
|
766,146
|
|
|||
Cash and cash equivalents at end of year
|
$
|
441,364
|
|
|
$
|
80,120
|
|
|
$
|
112,531
|
|
|
|
|
|
|
CCIC Stockholders' Equity
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
Redeemable Convertible Preferred Stock
|
|
Common Stock
|
|
|
|
Accumulated Other Comprehensive Income
(Loss) ("AOCI")
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
($.01 Par)
|
|
Additional
Paid-In
Capital
|
|
Foreign
Currency
Translation
Adjustments
|
|
Derivative
Instruments
|
|
Unrealized
Gains
(Losses) on
Available-for-
sale
Securities
|
|
Accumulated
Deficit
|
|
Noncontrolling
Interest
|
|
Total
|
||||||||||||||||||||
Balance, January 1, 2010
|
6,361,000
|
|
|
$
|
315,654
|
|
|
292,729,684
|
|
|
$
|
2,927
|
|
|
$
|
5,685,874
|
|
|
$
|
68,447
|
|
|
$
|
(199,470
|
)
|
|
$
|
6,799
|
|
|
$
|
(2,628,336
|
)
|
|
$
|
(156
|
)
|
|
$
|
2,936,085
|
|
Stock-based compensation related activity, net of forfeitures
|
—
|
|
|
—
|
|
|
2,230,458
|
|
|
22
|
|
|
55,249
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,271
|
|
|||||||||
Purchases and retirement of capital stock
|
—
|
|
|
—
|
|
|
(4,133,858
|
)
|
|
(41
|
)
|
|
(159,598
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(159,639
|
)
|
|||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,812
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|
27,908
|
|
|||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Unrealized gain (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
738
|
|
|
—
|
|
|
—
|
|
|
738
|
|
|||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Net change in fair value of cash flow hedging instruments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(140,194
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(140,194
|
)
|
|||||||||
Amounts reclassified into results of operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56,890
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56,890
|
|
|||||||||
Dividends on preferred stock and amortization of issue costs
|
—
|
|
|
927
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,806
|
)
|
|
—
|
|
|
(20,806
|
)
|
|||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(310,940
|
)
|
|
(319
|
)
|
|
(311,259
|
)
|
|||||||||
Balance, December 31, 2010
|
6,361,000
|
|
|
$
|
316,581
|
|
|
290,826,284
|
|
|
$
|
2,908
|
|
|
$
|
5,581,525
|
|
|
$
|
96,259
|
|
|
$
|
(282,774
|
)
|
|
$
|
7,537
|
|
|
$
|
(2,960,082
|
)
|
|
$
|
(379
|
)
|
|
$
|
2,444,994
|
|
|
|
|
|
|
CCIC Stockholders’ Equity
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
Redeemable Convertible Preferred Stock
|
|
Common Stock
|
|
|
|
AOCI
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
($.01 Par)
|
|
Additional
Paid-In
Capital
|
|
Foreign
Currency
Translation
Adjustments
|
|
Derivative
Instruments
|
|
Unrealized
Gains
(Losses) on
Available-for-
sale
Securities
|
|
Accumulated
Deficit
|
|
Noncontrolling
Interest
|
|
Total
|
||||||||||||||||||||
Balance, December 31, 2010
|
6,361,000
|
|
|
$
|
316,581
|
|
|
290,826,284
|
|
|
$
|
2,908
|
|
|
$
|
5,581,525
|
|
|
$
|
96,259
|
|
|
$
|
(282,774
|
)
|
|
$
|
7,537
|
|
|
$
|
(2,960,082
|
)
|
|
$
|
(379
|
)
|
|
$
|
2,444,994
|
|
Stock-based compensation related activity, net of forfeitures
|
—
|
|
|
—
|
|
|
1,000,891
|
|
|
10
|
|
|
34,157
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,167
|
|
|||||||||
Purchases and retirement of capital stock
|
—
|
|
|
—
|
|
|
(7,377,803
|
)
|
|
(74
|
)
|
|
(303,340
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(303,414
|
)
|
|||||||||
Purchases and retirement of preferred stock and losses on purchases of preferred stock
|
(250,000
|
)
|
|
(12,464
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,538
|
)
|
|
—
|
|
|
(2,538
|
)
|
|||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,215
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
367
|
|
|
(848
|
)
|
|||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|||||||||||||||||||
Unrealized gain (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,537
|
)
|
|
—
|
|
|
—
|
|
|
(7,537
|
)
|
|||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Net change in fair value of cash flow hedging instruments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(973
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(973
|
)
|
|||||||||
Amounts reclassified into results of operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,707
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,707
|
|
|||||||||
Dividends on preferred stock and amortization of issue costs
|
—
|
|
|
915
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,402
|
)
|
|
—
|
|
|
(20,402
|
)
|
|||||||||
Acquisition of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
248
|
|
|
248
|
|
|||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
171,077
|
|
|
383
|
|
|
171,460
|
|
|||||||||
Balance, December 31, 2011
|
6,111,000
|
|
|
$
|
305,032
|
|
|
284,449,372
|
|
|
$
|
2,844
|
|
|
$
|
5,312,342
|
|
|
$
|
95,044
|
|
|
$
|
(212,040
|
)
|
|
$
|
—
|
|
|
$
|
(2,811,945
|
)
|
|
$
|
619
|
|
|
$
|
2,386,864
|
|
Stock-based compensation related activity, net of forfeitures
|
—
|
|
|
—
|
|
|
1,129,579
|
|
|
12
|
|
|
42,192
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,204
|
|
|||||||||
Purchases and retirement of capital stock
|
—
|
|
|
—
|
|
|
(700,070
|
)
|
|
(7
|
)
|
|
(36,036
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,043
|
)
|
|||||||||
Conversion of redeemable preferred stock into common stock
|
(6,111,000
|
)
|
|
(305,180
|
)
|
|
8,285,905
|
|
|
83
|
|
|
305,097
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
305,180
|
|
|||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,081
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(773
|
)
|
|
6,308
|
|
|||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Amounts reclassified into results of operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,124
|
|
|||||||||
Dividends on preferred stock and amortization of issue costs
|
—
|
|
|
148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,629
|
)
|
|
—
|
|
|
(2,629
|
)
|
|||||||||
Disposition of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
368
|
|
|
368
|
|
|||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
188,584
|
|
|
12,304
|
|
|
200,888
|
|
|||||||||
Balance, December 31, 2012
|
—
|
|
|
$
|
—
|
|
|
293,164,786
|
|
|
$
|
2,932
|
|
|
$
|
5,623,595
|
|
|
$
|
102,125
|
|
|
$
|
(163,916
|
)
|
|
$
|
—
|
|
|
$
|
(2,625,990
|
)
|
|
$
|
12,518
|
|
|
$
|
2,951,264
|
|
1.
|
Basis of Presentation
|
2.
|
Summary of Significant Accounting Policies
|
|
For the years ending December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Net cash provided by (used from) operating activities
|
$
|
11,475
|
|
|
$
|
(17,902
|
)
|
|
$
|
(18,939
|
)
|
Net cash provided by (used from) investing activities
|
$
|
(46,282
|
)
|
(a)
|
$
|
(15,430
|
)
|
|
$
|
(515
|
)
|
Net cash provided by (used from) financing activities
|
$
|
(288,763
|
)
|
(b)
|
$
|
1,979
|
|
|
$
|
11,953
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Interest expense on debt obligations
|
$
|
491,694
|
|
|
$
|
404,644
|
|
|
$
|
404,815
|
|
Amortization of deferred financing costs
|
23,324
|
|
|
15,086
|
|
|
15,397
|
|
|||
Amortization of discounts on long-term debt
|
21,297
|
|
|
16,090
|
|
|
14,481
|
|
|||
Amortization of interest rate swaps
|
65,239
|
|
|
71,707
|
|
|
54,169
|
|
|||
Other, net of capitalized interest
|
(510
|
)
|
|
60
|
|
|
1,407
|
|
|||
Total
|
$
|
601,044
|
|
|
$
|
507,587
|
|
|
$
|
490,269
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Net income (loss) attributable to CCIC stockholders
|
$
|
188,584
|
|
|
$
|
171,077
|
|
|
$
|
(310,940
|
)
|
Dividends on preferred stock and losses on purchases of preferred stock
|
(2,629
|
)
|
|
(22,940
|
)
|
|
(20,806
|
)
|
|||
Net income (loss) attributable to CCIC common stockholders after deduction of dividends on preferred stock and losses on purchases of preferred stock
|
$
|
185,955
|
|
|
$
|
148,137
|
|
|
$
|
(331,746
|
)
|
Weighted-average number of common shares outstanding (in thousands):
|
|
|
|
|
|
||||||
Basic weighted-average number of common stock outstanding
|
289,285
|
|
|
283,821
|
|
|
286,764
|
|
|||
Effect of assumed dilution from potential common shares relating to stock options and restricted stock awards
|
1,985
|
|
|
2,126
|
|
|
—
|
|
|||
Diluted weighted-average number of common shares outstanding
|
291,270
|
|
|
285,947
|
|
|
286,764
|
|
|||
Net income (loss) attributable to CCIC common stockholders, after deduction of dividends on preferred stock, per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.64
|
|
|
$
|
0.52
|
|
|
$
|
(1.16
|
)
|
Diluted
|
$
|
0.64
|
|
|
$
|
0.52
|
|
|
$
|
(1.16
|
)
|
3.
|
Acquisitions
|
Current assets
|
$
|
74,995
|
|
|
Property and equipment
|
515,590
|
|
|
|
Goodwill
|
573,617
|
|
|
|
Other intangible assets, net
|
408,000
|
|
|
|
Other assets
|
237
|
|
|
|
Current liabilities
|
(104,987
|
)
|
|
|
Below-market tenant leases and other non-current liabilities
|
(322,175
|
)
|
|
|
Deferred income tax liabilities
|
(144,817
|
)
|
|
|
Net assets acquired
|
$
|
1,000,460
|
|
(a)
|
(a)
|
Since the initial preliminary purchase price allocation, adjustments to the purchase price included an increase of
$213.0 million
to other intangible assets, net, a decrease of
$108.5 million
to goodwill, and an increase of
$87.4 million
to deferred tax liabilities. The effect of the change in the purchase price allocation on the Company's statement of operations is immaterial to the periods presented.
|
Current assets
|
$
|
17,854
|
|
|
Property and equipment
|
1,459,413
|
|
|
|
Goodwill
|
428,019
|
|
|
|
Other intangible assets, net
|
403,260
|
|
|
|
Deferred income tax assets
|
203,619
|
|
|
|
Other assets
|
5,000
|
|
|
|
Below-market tenant leases and other non-current liabilities
|
(31,379
|
)
|
(a)
|
|
Net assets acquired
|
$
|
2,485,786
|
|
|
|
Twelve Months Ended
December 31,
|
|
||||||
|
2012
|
|
2011
|
|
||||
Net revenues
|
$
|
2,716,833
|
|
(a)
|
$
|
2,457,078
|
|
(a)
|
Income (loss) before income taxes
|
$
|
71,083
|
|
|
$
|
92,052
|
|
|
Benefit (provision) for income taxes
|
$
|
112,280
|
|
(d)
|
$
|
(8,347
|
)
|
(d)
|
Net income (loss)
|
$
|
183,363
|
|
(b)(c)
|
$
|
83,705
|
|
(b)(c)(e)
|
Basic net income (loss) attributable to CCIC common stockholders, after deduction of dividends on preferred stock, per common share
|
$
|
0.58
|
|
|
$
|
0.21
|
|
|
Diluted net income (loss) attributable to CCIC common stockholders, after deduction of dividends on preferred stock, per common share
|
$
|
0.58
|
|
|
$
|
0.21
|
|
|
(a)
|
For the years ended December 31, 2012 and 2011, amounts are inclusive of pro forma adjustments to increase net revenues of
$255.6 million
and
$261.1 million
, respectively, that we expect to recognize from T-Mobile under T-Mobile's contracted lease of space on the towers acquired in the T-Mobile Acquisition.
|
(b)
|
For the years ended December 31, 2012 and 2011, amounts are inclusive of pro forma adjustments to depreciation and amortization of
$109.8 million
and
$125.7 million
, respectively, related to property and equipment and intangibles recorded as a result of the WCP Acquisition, NextG Acquisition, and T-Mobile Acquisition.
|
(c)
|
Amounts are exclusive of interest expense associated with the financing to fund each of these acquisitions but includes the impact of the debt assumed in the WCP Acquisition.
|
(d)
|
For the year ended December 31, 2011, the Company did not make pro forma adjustments to the benefits (provision) for income tax as a result of the Company's tax position. For the year ended December 31, 2012, the pro forma adjustments reflects the federal statutory rate and no adjustment was made with respect to the Company's reversal of valuation allowance.
|
(e)
|
Amounts are inclusive of
$46.3 million
in NextG stock-based compensation charges and
$15.7 million
in acquisition and integration costs incurred by NextG prior to the acquisition date.
|
4.
|
Property and Equipment
|
|
Estimated Useful Lives
|
|
December 31,
|
|||||||
|
|
2012
|
|
2011
|
||||||
Land owned in fee and perpetual easements
|
—
|
|
|
$
|
1,119,592
|
|
|
$
|
960,191
|
|
Buildings
|
40 years
|
|
|
56,883
|
|
|
37,454
|
|
||
Wireless infrastructure
|
1-20 years
|
|
|
9,589,282
|
|
|
7,359,480
|
|
||
Information technology assets and other
|
2-7 years
|
|
|
160,670
|
|
|
151,992
|
|
||
Construction in process
|
—
|
|
|
240,287
|
|
|
176,246
|
|
||
Total gross property and equipment
|
|
|
11,166,714
|
|
|
8,685,363
|
|
|||
Less: accumulated depreciation
|
|
|
(4,249,183
|
)
|
|
(3,824,136
|
)
|
|||
Total property and equipment, net
|
|
|
$
|
6,917,531
|
|
|
$
|
4,861,227
|
|
5.
|
Goodwill, Intangible Assets and Deferred Credits
|
Balance as of December 31, 2011
|
$
|
2,035,390
|
|
Additions due to NextG Acquisition
(a)(b)
|
573,617
|
|
|
Additions due to WCP Acquisition
(a)(c)
|
54,824
|
|
|
Additions due to T-Mobile Acquisition
(a)(d)
|
428,019
|
|
|
Additions due to other acquisitions
|
28,113
|
|
|
Effect of exchange rate fluctuations
|
(6
|
)
|
|
Balance as of December 31, 2012
|
$
|
3,119,957
|
|
(a)
|
$573.6 million
,
$40.8 million
and
$363.6 million
of the recorded amounts are not expected to be deductible for tax purposes in relation to the NextG Acquisition, WCP Acquisition and T-Mobile Acquisition, respectively.
|
(b)
|
The preliminary purchase price allocation for the NextG Acquisition resulted in the recognition of a substantial amount of goodwill at CCUSA relative to the purchase price based on the following:
|
•
|
the acquired and in-process DAS have low average tenancy, which the Company believes provides an opportunity to co-locate additional tenants on those systems;
|
•
|
the Company believes that the economics associated with DAS are similar to the economics associated with the Company's towers, whereby expected increases in revenues from additional tenants on existing DAS are expected to result in high incremental margins due to relatively fixed operating costs;
|
•
|
the Company believes the demand for tenants to co-locate on DAS will be driven by the continued growth trends in the wireless communication industry as wireless carriers continue to focus on improving network quality and expanding capacity;
|
•
|
the Company believes the acquired DAS are well-positioned to benefit from the anticipated growth in the wireless industry with their previously mentioned locations in the ten largest metropolitan statistical areas in the U.S.; and
|
•
|
other intangibles not qualified for separate recognition, including the assembled work force.
|
(c)
|
The Company paid a purchase price for the WCP Acquisition that resulted in goodwill at CCUSA primarily because of the strategic opportunities related to the acquired portfolio.
|
(d)
|
The preliminary purchase price allocation for the T-Mobile Acquisition resulted in the recognition of goodwill at CCUSA primarily because of the anticipated growth opportunities in the tower portfolio.
|
|
As of December 31, 2012
|
|
As of December 31, 2011
|
||||||||||||||||||||
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Book Value
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Book Value
|
||||||||||||
Site rental contracts and customer relationships
|
$
|
3,566,207
|
|
|
$
|
(913,647
|
)
|
|
$
|
2,652,560
|
|
|
$
|
2,823,832
|
|
|
$
|
(748,850
|
)
|
|
$
|
2,074,982
|
|
Other intangible assets
|
354,208
|
|
|
(65,072
|
)
|
|
289,136
|
|
|
152,375
|
|
|
(49,175
|
)
|
|
103,200
|
|
||||||
Total
|
$
|
3,920,415
|
|
|
$
|
(978,719
|
)
|
|
$
|
2,941,696
|
|
|
$
|
2,976,207
|
|
|
$
|
(798,025
|
)
|
|
$
|
2,178,182
|
|
|
For Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
||||||||
|
Amount
(a)
|
|
Weighted-Average Amortization Period
|
|
Amount
|
|
Weighted-Average Amortization Period
|
||||
|
|
|
(In years)
|
|
|
|
(In years)
|
||||
Site rental contracts and customer relationships
|
$
|
741,526
|
|
|
21.3
|
|
$
|
23,362
|
|
|
20.0
|
Other intangible assets
|
208,700
|
|
|
19.4
|
|
—
|
|
|
N/A
|
||
Total
|
$
|
950,226
|
|
|
20.9
|
|
$
|
23,362
|
|
|
20.0
|
(a)
|
Inclusive of
$178.3 million
related to below-market leases for land interests under acquired wireless infrastructure.
|
|
For Years Ended December 31,
|
||||||||||
Classification
|
2012
|
|
2011
|
|
2010
|
||||||
Depreciation, amortization and accretion
|
$
|
177,163
|
|
|
$
|
159,478
|
|
|
$
|
156,150
|
|
Site rental costs of operations
|
3,352
|
|
|
3,709
|
|
|
3,764
|
|
|||
Total amortization expense
|
$
|
180,515
|
|
|
$
|
163,187
|
|
|
$
|
159,914
|
|
|
Years Ending December 31,
|
||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||||
Estimated annual amortization
|
$
|
196,851
|
|
|
$
|
193,520
|
|
|
$
|
187,905
|
|
|
$
|
187,878
|
|
|
$
|
186,880
|
|
|
Years Ending December 31,
|
||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||||
Estimated annual amortization
|
$
|
4,361
|
|
|
$
|
4,337
|
|
|
$
|
4,322
|
|
|
$
|
4,280
|
|
|
$
|
4,250
|
|
|
Years Ending December 31,
|
||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||||
Estimated annual amortization
|
$
|
30,443
|
|
|
$
|
30,263
|
|
|
$
|
28,937
|
|
|
$
|
28,512
|
|
|
$
|
25,628
|
|
6.
|
Debt and Other Obligations
|
|
Original
Issue Date
|
|
Contractual
Maturity
Date
|
|
Outstanding
Balance as of
December 31,
2012
|
|
Outstanding
Balance as of
December 31,
2011
|
|
Stated
Interest Rate
as of
December 31,
2012
(a)
|
|
|||||
Bank debt – variable rate:
|
|
|
|
|
|
|
|
|
|
|
|||||
2007 Revolver
|
Jan. 2007
|
|
Sept. 2013
|
|
$
|
—
|
|
|
$
|
251,000
|
|
|
N/A
|
|
|
2012 Revolver
|
Jan. 2012
|
|
Jan. 2017
|
(b)
|
1,253,000
|
|
(b)
|
—
|
|
|
2.7
|
%
|
(c)
|
||
2007 Term Loans
|
Jan. 2007
|
|
March 2014
|
|
—
|
|
|
619,125
|
|
|
N/A
|
|
|
||
2012 Term Loans
|
Jan. 2012
|
|
2017/2019
|
|
2,065,250
|
|
|
—
|
|
|
3.7
|
%
|
(c)
|
||
Total bank debt
|
|
|
|
|
3,318,250
|
|
|
870,125
|
|
|
|
|
|||
Securitized debt – fixed rate:
|
|
|
|
|
|
|
|
|
|
|
|||||
January 2010 Tower Revenue Notes
|
Jan. 2010
|
|
2035-2040
|
(d)
|
1,900,000
|
|
|
1,900,000
|
|
|
5.7
|
%
|
(d)
|
||
August 2010 Tower Revenue Notes
|
Aug. 2010
|
|
2035-2040
|
(d)
|
1,550,000
|
|
|
1,550,000
|
|
|
4.5
|
%
|
(d)
|
||
2009 Securitized Notes
|
July 2009
|
|
2019/2029
|
(e)
|
198,463
|
|
|
216,431
|
|
|
7.0
|
%
|
|
||
WCP Securitized Notes
|
Jan. 2010
|
|
Nov. 2040
|
(f)
|
307,739
|
|
|
—
|
|
|
5.4
|
%
|
(g)
|
||
Total securitized debt
|
|
|
|
|
3,956,202
|
|
|
3,666,431
|
|
|
|
|
|||
Bonds – fixed rate:
|
|
|
|
|
|
|
|
|
|
|
|||||
9% Senior Notes
|
Jan. 2009
|
|
Jan. 2015
|
|
304,718
|
|
|
817,799
|
|
|
9.0
|
%
|
(h)
|
||
7.75% Secured Notes
|
Apr. 2009
|
|
May 2017
|
|
291,394
|
|
|
978,983
|
|
|
7.8
|
%
|
(i)
|
||
7.125% Senior Notes
|
Oct. 2009
|
|
Nov. 2019
|
|
498,110
|
|
|
497,904
|
|
|
7.1
|
%
|
(j)
|
||
7.5% Senior Notes
|
Dec. 2003
|
|
Dec. 2013
|
|
—
|
|
|
51
|
|
|
N/A
|
|
|
||
5.25% Senior Notes
|
Oct. 2012
|
|
Jan. 2023
|
|
1,650,000
|
|
|
—
|
|
|
5.3
|
%
|
|
||
2012 Secured Notes
|
Dec. 2012
|
|
2017/2023
|
(m)
|
1,500,000
|
|
|
—
|
|
|
3.4
|
%
|
|
||
Total bonds
|
|
|
|
|
4,244,222
|
|
|
2,294,737
|
|
|
|
|
|||
Other:
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital leases and other obligations
|
Various
|
|
Various
|
(k)
|
92,568
|
|
|
54,406
|
|
|
Various
|
|
(k)
|
||
Total debt and other obligations
|
|
|
|
|
11,611,242
|
|
|
6,885,699
|
|
|
|
|
|||
Less: current maturities and short-term debt and other current obligations
|
|
|
|
|
688,056
|
|
(l)
|
32,517
|
|
|
|
|
|||
Non-current portion of long-term debt and other long-term obligations
|
|
|
|
|
$
|
10,923,186
|
|
|
$
|
6,853,182
|
|
|
|
|
(a)
|
Represents the weighted-average stated interest rate.
|
(b)
|
As of December 31, 2012, the undrawn availability under the
$1.5 billion
senior secured revolving credit facility ("2012 Revolver") is
$247.0 million
.
|
(c)
|
The 2012 Revolver and Term Loan A bear interest at a rate per annum equal to LIBOR plus a credit spread ranging from
2.0%
to
2.75%
, based on the CCOC total net leverage ratio. Term Loan B bears interest at a rate per annum equal to LIBOR plus 3.0% (with LIBOR subject to a floor of 1% per annum). The Company pays a commitment fee of approximately
0.4%
per annum on the undrawn available amount under the 2012 Revolver.
|
(d)
|
If the respective series of the January 2010 Tower Revenue Notes and August 2010 Tower Revenue Notes (collectively, "2010 Tower Revenue Notes") are not paid in full on or prior to 2015, 2017 and 2020, as applicable, then Excess Cash Flow (as defined in the indenture) of the issuers (of such notes) will be used to repay principal of the applicable series and class of the 2010 Tower Revenue Notes, and additional interest (of an additional approximately
5%
per annum) will accrue on the respective 2010 Tower Revenue Notes. The January 2010 Tower Revenue Notes consist of three series of notes with principal amounts of
$300.0 million
,
$350.0 million
and
$1.3 billion
, having anticipated repayment dates in 2015, 2017 and 2020, respectively. The August 2010 Tower Revenue Notes consist of three series of notes with principal amounts of
$250.0 million
,
$300.0 million
and
$1.0 billion
, having anticipated repayment dates in 2015, 2017 and 2020, respectively.
|
(e)
|
The 2009 Securitized Notes consist of
$128.5 million
of principal as of
December 31, 2012
that amortizes through 2019, and
$70.0 million
of principal as of
December 31, 2012
that amortizes during the period beginning in 2019 and ending in 2029.
|
(f)
|
The WCP securitized notes ("WCP Securitized Notes") were assumed in connection with the WCP Acquisition. The WCP Securitized Notes include a fair value adjustment that increased the debt carrying value by
$11.7 million
as of December 31, 2012. The anticipated repayment date is 2015 for each class. If the WCP Securitized Notes are not repaid in full by their anticipated repayment dates, the applicable interest rate
increases by an additional approximately 5% per annum. If the WCP Securitized Notes are not repaid in full by their rapid amortization date of 2017, monthly principal payments commence using the excess cash flows of the issuers of the WCP Securitized Notes.
|
(g)
|
The effective yield is approximately
4.0%
, inclusive of the fair value adjustment.
|
(h)
|
The effective yield is approximately
11.3%
, inclusive of the discount.
|
(i)
|
The effective yield is approximately
8.2%
, inclusive of the discount.
|
(j)
|
The effective yield is approximately
7.2%
, inclusive of the discount.
|
(k)
|
The Company's capital leases and other obligations bear interest rates ranging up to
10%
and mature in periods ranging from less than
one
year to approximately
20
years.
|
(l)
|
Inclusive of the 9% senior notes ("9% Senior Notes") and the 7.75% secured notes ("7.75% Secured Notes") whose repurchase and redemption was completed in January 2013. See note
20
.
|
(m)
|
The Company issued
$500 million
aggregate principal amount of 2.381% secured notes due 2017 and
$1.0 billion
aggregate principal amount of 3.849% secured notes due 2023 (collectively, "2012 Secured Notes").
|
|
Years Ending December 31,
|
|
|
|
|
||||||||||||||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total Cash Obligations
|
|
Net Unamortized Discounts
|
|
Total Debt and Other Obligations Outstanding
|
||||||||||||||||||
Scheduled contractual maturities
|
$
|
696,715
|
|
(a)
|
$
|
99,101
|
|
|
$
|
111,437
|
|
|
$
|
112,782
|
|
|
$
|
2,139,893
|
|
|
$
|
8,453,916
|
|
|
$
|
11,613,844
|
|
|
$
|
(2,602
|
)
|
|
$
|
11,611,242
|
|
(a)
|
Inclusive of the repurchase or redemption in January 2013 of the 9% Senior Notes and the 7.75% Secured Notes that remained outstanding as of December 31, 2012. See note
20
.
|
|
Year Ending December 31, 2012
|
|||||||||||
|
Principal Amount
|
|
Cash Paid
(a)
|
|
Gains (losses)
|
|
||||||
Revolver
|
$
|
251,000
|
|
|
$
|
251,000
|
|
|
$
|
(1,445
|
)
|
|
2007 Term Loans
|
619,125
|
|
|
619,125
|
|
|
(1,893
|
)
|
|
|||
9% Senior Notes
|
552,715
|
|
|
589,105
|
|
|
(62,966
|
)
|
|
|||
7.75% Secured Notes
|
706,045
|
|
|
752,332
|
|
|
(64,989
|
)
|
|
|||
7.5% Senior Notes
|
51
|
|
|
51
|
|
|
—
|
|
|
|||
WCP Securitized Notes
|
16,911
|
|
|
18,096
|
|
|
(681
|
)
|
|
|||
Total
|
$
|
2,145,847
|
|
|
$
|
2,229,709
|
|
|
$
|
(131,974
|
)
|
(b)
|
(a)
|
Exclusive of accrued interest.
|
(b)
|
Inclusive of
$48.1 million
related to the write-off of deferred financing costs and discounts. In addition, the remainder relates to cash losses including with respect to make whole payments.
|
|
Year Ending December 31, 2010
|
|||||||||||
|
Principal Amount
|
|
Cash Paid
(a)
|
|
Gains (losses)
|
|
||||||
2005 Tower Revenue Notes
|
$
|
1,638,616
|
|
|
$
|
1,651,255
|
|
|
$
|
(15,718
|
)
|
|
2006 Tower Revenue Notes
|
1,550,000
|
|
|
1,629,920
|
|
|
(87,755
|
)
|
|
|||
2009 Securitized Notes
(b)
|
5,000
|
|
|
5,250
|
|
|
(393
|
)
|
|
|||
9% Senior Notes
|
33,115
|
|
|
36,116
|
|
|
(6,425
|
)
|
|
|||
7.75% Secured Notes
|
199,593
|
|
|
218,771
|
|
|
(28,076
|
)
|
|
|||
Total
|
$
|
3,426,324
|
|
|
$
|
3,541,312
|
|
|
$
|
(138,367
|
)
|
(c)
|
(a)
|
Exclusive of accrued interest.
|
(b)
|
These debt purchases were made by CCIC, rather than by the subsidiaries issuing the debt, because of restrictions upon the subsidiaries issuing the debt. As a result, the debt remains outstanding at the Company's subsidiaries.
|
(c)
|
Inclusive of
$23.4 million
related to the write-off of deferred financing costs and discounts.
|
7.
|
Interest Rate Swaps
|
Interest Rate Swaps Designated as
Hedging Instruments
(a)
|
|
Years Ended December 31,
|
|
Classification
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
|
||||||||
Gain (loss) recognized in other comprehensive income ("OCI") (effective portion)
|
|
$
|
—
|
|
|
$
|
(973
|
)
|
|
$
|
(125,850
|
)
|
|
OCI
|
Gain (loss) reclassified from accumulated OCI into income (effective portion)
|
|
(65,239
|
)
|
|
(71,707
|
)
|
|
(54,169
|
)
|
|
Interest expense and amortization of deferred financing costs
|
|||
Interest Rate Swaps Not Designated as
Hedging Instruments
(a)
|
|
Years Ended December 31,
|
|
Classification
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
|
||||||||
Gain (loss) recognized in income
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(286,435
|
)
|
(b)
|
Net gain (loss) on interest rate swaps
|
(a)
|
Exclusive of benefit (provision) for income taxes.
|
(b)
|
Inclusive of
$3.4 million
related to the discontinuation of amortization into interest expense of an interest rate swap that previously qualified for hedge accounting as a result of early repayment of debt in 2010 and the remainder is related to losses due to the decrease in fair value of interest rate swaps not designated as hedging instruments.
|
8.
|
Fair Value Disclosures
|
|
Level in Fair Value Hierarchy
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
1
|
|
$
|
441,364
|
|
|
$
|
441,364
|
|
|
$
|
80,120
|
|
|
$
|
80,120
|
|
Restricted cash
|
1
|
|
580,938
|
|
|
580,938
|
|
|
257,368
|
|
|
257,368
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Debt and other obligations
|
2
|
|
$
|
11,611,242
|
|
|
$
|
12,438,032
|
|
|
$
|
6,885,699
|
|
|
$
|
7,355,652
|
|
|
Fair Value Measurements Using
Significant Unobservable Inputs (Level 3)
|
||||
|
Interest Rate Swap, Net
|
||||
|
December 31, 2010
|
||||
Beginning balance
|
$
|
300,040
|
|
||
Settlements
|
(703,754
|
)
|
|||
Less: total (gains) loss:
|
|
||||
Included in earnings
(a)
|
283,062
|
|
|||
Included in other comprehensive income (loss)
|
125,850
|
|
|||
Transfers out of Level 3
(b)
|
(5,198
|
)
|
|||
Ending balance
|
$
|
—
|
|
(a)
|
As of December 31, 2010, there were
no
unrealized gains or losses relating to liabilities still held at the reporting date.
|
(b)
|
As of December 31, 2010, the interest rate swaps were transferred from Level 3 to Level 2 because of a decrease in the magnitude of unobservable inputs in relation to the observable inputs, including settlement value.
|
9.
|
Income Taxes
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Domestic
|
$
|
77,254
|
|
|
$
|
168,804
|
|
|
$
|
(342,333
|
)
|
Foreign
(a)
|
23,573
|
|
|
11,003
|
|
|
4,228
|
|
|||
|
$
|
100,827
|
|
|
$
|
179,807
|
|
|
$
|
(338,105
|
)
|
(a)
|
Inclusive of income (loss) before income taxes from Australia and Puerto Rico.
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
229
|
|
|
$
|
3,213
|
|
|
$
|
4,038
|
|
Foreign
|
(6,837
|
)
|
|
(3,377
|
)
|
|
(2,187
|
)
|
|||
State
|
(3,705
|
)
|
|
(3,557
|
)
|
|
(1,201
|
)
|
|||
Total current
|
(10,313
|
)
|
|
(3,721
|
)
|
|
650
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
65,643
|
|
|
1,054
|
|
|
30,770
|
|
|||
Foreign
|
42,714
|
|
|
(694
|
)
|
|
(298
|
)
|
|||
State
|
2,017
|
|
|
(4,986
|
)
|
|
(4,276
|
)
|
|||
Total deferred
|
110,374
|
|
|
(4,626
|
)
|
|
26,196
|
|
|||
Total tax benefit (provision)
|
$
|
100,061
|
|
|
$
|
(8,347
|
)
|
|
$
|
26,846
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Benefit (provision) for income taxes at statutory rate
|
$
|
(35,289
|
)
|
|
$
|
(62,932
|
)
|
|
$
|
118,337
|
|
Tax effect of foreign income (losses)
|
8,251
|
|
|
3,851
|
|
|
1,480
|
|
|||
Expenses for which no federal tax benefit was recognized
|
(3,874
|
)
|
|
(5,433
|
)
|
|
(3,657
|
)
|
|||
Valuation allowances
|
95,072
|
|
|
61,921
|
|
|
(85,605
|
)
|
|||
State tax (provision) benefit, net of federal
|
(1,097
|
)
|
|
(4,565
|
)
|
|
(3,560
|
)
|
|||
Foreign tax
|
35,877
|
|
|
(4,071
|
)
|
|
(2,485
|
)
|
|||
Change in unrecognized tax benefits
|
—
|
|
|
1,693
|
|
|
—
|
|
|||
Other
|
1,121
|
|
|
1,189
|
|
|
2,336
|
|
|||
|
$
|
100,061
|
|
|
$
|
(8,347
|
)
|
|
$
|
26,846
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Property and equipment
|
$
|
1,246,899
|
|
|
$
|
511,205
|
|
Deferred site rental receivable
|
340,113
|
|
|
238,203
|
|
||
Intangible assets
|
894,800
|
|
|
655,512
|
|
||
Total deferred income tax liabilities
|
2,481,812
|
|
|
1,404,920
|
|
||
Deferred income tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
950,195
|
|
|
908,747
|
|
||
Deferred ground lease payable
|
121,752
|
|
|
109,948
|
|
||
Alternate minimum tax credit carryforward
|
3,566
|
|
|
3,591
|
|
||
Accrued liabilities
|
190,121
|
|
|
81,719
|
|
||
Receivables allowance
|
4,140
|
|
|
2,253
|
|
||
Prepaid lease
|
1,358,430
|
|
|
405,993
|
|
||
Derivative instruments
|
51,380
|
|
|
74,214
|
|
||
Available-for-sale securities
|
—
|
|
|
29,402
|
|
||
Capital loss carryforwards
|
29,402
|
|
|
—
|
|
||
Other
|
5,270
|
|
|
5,293
|
|
||
Valuation allowances
|
(70,940
|
)
|
|
(228,417
|
)
|
||
Total deferred income tax assets, net
|
2,643,316
|
|
|
1,392,743
|
|
||
Net deferred income tax asset (liabilities)
|
$
|
161,504
|
|
|
$
|
(12,177
|
)
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
Classification
|
Gross
|
|
Valuation
Allowance
|
|
Net
|
|
Gross
|
|
Valuation
Allowance
|
|
Net
|
||||||||||||
Federal
|
$
|
104,213
|
|
|
$
|
(29,402
|
)
|
|
$
|
74,811
|
|
|
$
|
33,103
|
|
|
$
|
(55,980
|
)
|
|
$
|
(22,877
|
)
|
State
|
35,474
|
|
|
(41,538
|
)
|
|
(6,064
|
)
|
|
45,813
|
|
|
(34,156
|
)
|
|
11,657
|
|
||||||
Foreign
|
41,377
|
|
|
—
|
|
|
41,377
|
|
|
63,110
|
|
|
(64,067
|
)
|
|
(957
|
)
|
||||||
Other comprehensive income (loss)
|
51,380
|
|
|
—
|
|
|
51,380
|
|
|
74,214
|
|
|
(74,214
|
)
|
|
—
|
|
||||||
Total
|
$
|
232,444
|
|
|
$
|
(70,940
|
)
|
|
$
|
161,504
|
|
|
$
|
216,240
|
|
|
$
|
(228,417
|
)
|
|
$
|
(12,177
|
)
|
|
Years Ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
Balance at beginning of year
|
$
|
8,376
|
|
|
$
|
9,255
|
|
Additions based on current year tax positions
|
10,808
|
|
|
2,334
|
|
||
Reductions as a result of the lapse of statute limitations
|
—
|
|
|
(3,213
|
)
|
||
Balance at end of year
|
$
|
19,184
|
|
|
$
|
8,376
|
|
10.
|
Redeemable Convertible Preferred Stock
|
11.
|
Stockholders' Equity
|
12.
|
Stock-based Compensation
|
|
Number of Shares
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
|
(In thousands of shares)
|
|
(In dollars per share)
|
|||
Shares outstanding at the beginning of year
|
3,403
|
|
|
$
|
21.1
|
|
Shares granted
|
972
|
|
|
38.8
|
|
|
Shares vested
|
(1,974
|
)
|
|
13.7
|
|
|
Shares forfeited
|
(58
|
)
|
|
40.4
|
|
|
Shares outstanding at end of year
|
2,343
|
|
|
$
|
34.2
|
|
|
Years Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Risk-free rate
|
0.4
|
%
|
|
1.4
|
%
|
|
1.5
|
%
|
Expected volatility
|
31
|
%
|
|
48
|
%
|
|
49
|
%
|
Expected dividend rate
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Years Ended December 31,
|
|
Total Shares
Vested
|
|
Fair Value on
Vesting Date
|
|||
|
|
(In thousands
of shares)
|
|
|
|||
2012
|
|
1,974
|
|
|
$
|
101,692
|
|
2011
|
|
1,717
|
|
|
74,754
|
|
|
2010
|
|
891
|
|
|
34,813
|
|
|
Year Ended December 31, 2012
|
||||||||||
|
CCUSA
|
|
CCAL
|
|
Consolidated
Total
|
||||||
Stock-based compensation expense:
|
|
|
|
|
|
||||||
Site rental costs of operations
|
$
|
3,401
|
|
|
$
|
—
|
|
|
$
|
3,401
|
|
Network services and other costs of operations
|
2,721
|
|
|
—
|
|
|
2,721
|
|
|||
General and administrative expenses
|
35,822
|
|
|
5,597
|
|
|
41,419
|
|
|||
Total stock-based compensation
|
$
|
41,944
|
|
|
$
|
5,597
|
|
|
$
|
47,541
|
|
|
Year Ended December 31, 2011
|
||||||||||
|
CCUSA
|
|
CCAL
|
|
Consolidated
Total
|
||||||
Stock-based compensation expense:
|
|
|
|
|
|
||||||
Site rental costs of operations
|
$
|
942
|
|
|
$
|
—
|
|
|
$
|
942
|
|
Network services and other costs of operations
|
1,555
|
|
|
—
|
|
|
1,555
|
|
|||
General and administrative expenses
|
30,113
|
|
|
3,381
|
|
|
33,494
|
|
|||
Total stock-based compensation
|
$
|
32,610
|
|
|
$
|
3,381
|
|
|
$
|
35,991
|
|
|
Year Ended December 31, 2010
|
||||||||||
|
CCUSA
|
|
CCAL
|
|
Consolidated
Total
|
||||||
Stock-based compensation expense:
|
|
|
|
|
|
||||||
Site rental costs of operations
|
$
|
1,131
|
|
|
$
|
—
|
|
|
$
|
1,131
|
|
Network services and other costs of operations
|
1,568
|
|
|
—
|
|
|
1,568
|
|
|||
General and administrative expenses
|
33,841
|
|
|
3,425
|
|
|
37,266
|
|
|||
Total stock-based compensation
|
$
|
36,540
|
|
|
$
|
3,425
|
|
|
$
|
39,965
|
|
13.
|
Employee Benefit Plans
|
14.
|
Commitments and Contingencies
|
15.
|
Leases
|
|
Years Ending December 31,
|
||||||||||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
||||||||||||||
Tenant leases
|
$
|
2,105,703
|
|
|
$
|
1,982,547
|
|
|
$
|
1,966,147
|
|
|
$
|
1,895,196
|
|
|
$
|
1,823,029
|
|
|
$
|
10,480,786
|
|
|
$
|
20,253,408
|
|
|
Years Ending December 31,
|
||||||||||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
||||||||||||||
Operating leases
|
$
|
428,839
|
|
|
$
|
430,348
|
|
|
$
|
434,247
|
|
|
$
|
437,690
|
|
|
$
|
440,573
|
|
|
$
|
5,761,353
|
|
|
$
|
7,933,050
|
|
16.
|
Operating Segments and Concentrations of Credit Risk
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
|
Year Ended December 31, 2010
|
||||||||||||||||||||||||||||||||||||||||||
|
CCUSA
|
|
CCAL
|
|
Elim
(a)
|
|
Consolidated
Total
|
|
CCUSA
|
|
CCAL
|
|
Elim
(a)
|
|
Consolidated
Total
|
|
CCUSA
|
|
CCAL
|
|
Elim(a)
|
|
Consolidated
Total
|
||||||||||||||||||||||||
Net revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Site rental
|
$
|
2,001,049
|
|
|
$
|
123,141
|
|
|
$
|
—
|
|
|
$
|
2,124,190
|
|
|
$
|
1,744,993
|
|
|
$
|
108,557
|
|
|
$
|
—
|
|
|
$
|
1,853,550
|
|
|
$
|
1,608,141
|
|
|
$
|
92,620
|
|
|
$
|
—
|
|
|
$
|
1,700,761
|
|
Network services and other
|
285,287
|
|
|
23,203
|
|
|
—
|
|
|
308,490
|
|
|
161,522
|
|
|
17,657
|
|
|
—
|
|
|
179,179
|
|
|
168,101
|
|
|
9,796
|
|
|
—
|
|
|
177,897
|
|
||||||||||||
Net revenues
|
2,286,336
|
|
|
146,344
|
|
|
—
|
|
|
2,432,680
|
|
|
1,906,515
|
|
|
126,214
|
|
|
—
|
|
|
2,032,729
|
|
|
1,776,242
|
|
|
102,416
|
|
|
—
|
|
|
1,878,658
|
|
||||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Costs of operations
(b)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Site rental
|
503,661
|
|
|
35,578
|
|
|
—
|
|
|
539,239
|
|
|
446,868
|
|
|
34,530
|
|
|
—
|
|
|
481,398
|
|
|
437,812
|
|
|
29,324
|
|
|
—
|
|
|
467,136
|
|
||||||||||||
Network services and other
|
173,762
|
|
|
15,988
|
|
|
—
|
|
|
189,750
|
|
|
96,057
|
|
|
10,930
|
|
|
—
|
|
|
106,987
|
|
|
107,668
|
|
|
6,573
|
|
|
—
|
|
|
114,241
|
|
||||||||||||
General and administrative
|
184,911
|
|
|
27,661
|
|
|
—
|
|
|
212,572
|
|
|
151,737
|
|
|
21,756
|
|
|
—
|
|
|
173,493
|
|
|
148,374
|
|
|
16,982
|
|
|
—
|
|
|
165,356
|
|
||||||||||||
Asset write-down charges
|
15,226
|
|
|
322
|
|
|
—
|
|
|
15,548
|
|
|
21,986
|
|
|
299
|
|
|
—
|
|
|
22,285
|
|
|
13,243
|
|
|
444
|
|
|
—
|
|
|
13,687
|
|
||||||||||||
Acquisition and integration costs
|
18,216
|
|
|
82
|
|
|
—
|
|
|
18,298
|
|
|
3,310
|
|
|
—
|
|
|
—
|
|
|
3,310
|
|
|
2,102
|
|
|
—
|
|
|
—
|
|
|
2,102
|
|
||||||||||||
Depreciation, amortization and accretion
|
591,428
|
|
|
31,164
|
|
|
—
|
|
|
622,592
|
|
|
522,681
|
|
|
30,270
|
|
|
—
|
|
|
552,951
|
|
|
513,433
|
|
|
27,338
|
|
|
—
|
|
|
540,771
|
|
||||||||||||
Total operating expenses
|
1,487,204
|
|
|
110,795
|
|
|
—
|
|
|
1,597,999
|
|
|
1,242,639
|
|
|
97,785
|
|
|
—
|
|
|
1,340,424
|
|
|
1,222,632
|
|
|
80,661
|
|
|
—
|
|
|
1,303,293
|
|
||||||||||||
Operating income (loss)
|
799,132
|
|
|
35,549
|
|
|
—
|
|
|
834,681
|
|
|
663,876
|
|
|
28,429
|
|
|
—
|
|
|
692,305
|
|
|
553,610
|
|
|
21,755
|
|
|
—
|
|
|
575,365
|
|
||||||||||||
Interest expense and amortization of deferred financing costs
|
(601,031
|
)
|
|
(19,330
|
)
|
|
19,317
|
|
|
(601,044
|
)
|
|
(507,264
|
)
|
|
(22,974
|
)
|
|
22,651
|
|
|
(507,587
|
)
|
|
(488,863
|
)
|
|
(21,381
|
)
|
|
19,975
|
|
|
(490,269
|
)
|
||||||||||||
Gains (losses) on retirement of long-term obligations
|
(131,974
|
)
|
|
—
|
|
|
—
|
|
|
(131,974
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138,367
|
)
|
|
—
|
|
|
—
|
|
|
(138,367
|
)
|
||||||||||||
Net gain (loss) on interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(286,435
|
)
|
|
—
|
|
|
—
|
|
|
(286,435
|
)
|
||||||||||||
Interest income
|
4,089
|
|
|
467
|
|
|
—
|
|
|
4,556
|
|
|
187
|
|
|
479
|
|
|
—
|
|
|
666
|
|
|
1,888
|
|
|
316
|
|
|
—
|
|
|
2,204
|
|
||||||||||||
Other income (expense)
|
13,954
|
|
|
(29
|
)
|
|
(19,317
|
)
|
|
(5,392
|
)
|
|
17,048
|
|
|
26
|
|
|
(22,651
|
)
|
|
(5,577
|
)
|
|
19,151
|
|
|
221
|
|
|
(19,975
|
)
|
|
(603
|
)
|
||||||||||||
Benefit (provision) for income taxes
|
60,144
|
|
|
39,917
|
|
|
—
|
|
|
100,061
|
|
|
(6,126
|
)
|
|
(2,221
|
)
|
|
—
|
|
|
(8,347
|
)
|
|
28,808
|
|
|
(1,962
|
)
|
|
—
|
|
|
26,846
|
|
||||||||||||
Net income (loss)
|
144,314
|
|
|
56,574
|
|
|
—
|
|
|
200,888
|
|
|
167,721
|
|
|
3,739
|
|
|
—
|
|
|
171,460
|
|
|
(310,208
|
)
|
|
(1,051
|
)
|
|
—
|
|
|
(311,259
|
)
|
||||||||||||
Less: Net income (loss) attributable to the noncontrolling interest
|
(268
|
)
|
|
12,572
|
|
|
—
|
|
|
12,304
|
|
|
(348
|
)
|
|
731
|
|
|
—
|
|
|
383
|
|
|
—
|
|
|
(319
|
)
|
|
—
|
|
|
(319
|
)
|
||||||||||||
Net income (loss) attributable to CCIC stockholders
|
$
|
144,582
|
|
|
$
|
44,002
|
|
|
$
|
—
|
|
|
$
|
188,584
|
|
|
$
|
168,069
|
|
|
$
|
3,008
|
|
|
$
|
—
|
|
|
$
|
171,077
|
|
|
$
|
(310,208
|
)
|
|
$
|
(732
|
)
|
|
$
|
—
|
|
|
$
|
(310,940
|
)
|
Capital expenditures
|
$
|
419,980
|
|
|
$
|
21,403
|
|
|
$
|
—
|
|
|
$
|
441,383
|
|
|
$
|
333,862
|
|
|
$
|
14,080
|
|
|
$
|
—
|
|
|
$
|
347,942
|
|
|
$
|
216,556
|
|
|
$
|
11,502
|
|
|
$
|
—
|
|
|
$
|
228,058
|
|
Total assets (at year end)
|
$
|
15,969,084
|
|
|
$
|
440,395
|
|
|
$
|
(320,770
|
)
|
|
$
|
16,088,709
|
|
|
$
|
10,497,387
|
|
|
$
|
341,852
|
|
|
$
|
(294,143
|
)
|
|
$
|
10,545,096
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
3,116,824
|
|
|
$
|
3,133
|
|
|
$
|
—
|
|
|
$
|
3,119,957
|
|
|
$
|
2,034,683
|
|
|
$
|
707
|
|
|
$
|
—
|
|
|
$
|
2,035,390
|
|
|
|
|
|
|
|
|
|
(a)
|
Elimination of inter-company borrowings and related interest expense.
|
(b)
|
Exclusive of depreciation, amortization and accretion shown separately.
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
|
Year Ended December 31, 2010
|
||||||||||||||||||||||||||||||||||||||||||
|
CCUSA
|
|
CCAL
|
|
Elim
(a)
|
|
Consolidated
Total
|
|
CCUSA
|
|
CCAL
|
|
Elim
(a)
|
|
Consolidated
Total
|
|
CCUSA
|
|
CCAL
|
|
Elim(a)
|
|
Consolidated
Total
|
||||||||||||||||||||||||
Net income (loss)
|
$
|
144,314
|
|
|
$
|
56,574
|
|
|
$
|
—
|
|
|
$
|
200,888
|
|
|
$
|
167,721
|
|
|
$
|
3,739
|
|
|
$
|
—
|
|
|
$
|
171,460
|
|
|
$
|
(310,208
|
)
|
|
$
|
(1,051
|
)
|
|
$
|
—
|
|
|
$
|
(311,259
|
)
|
Adjustments to increase (decrease) net income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Asset write-down charges
|
15,226
|
|
|
322
|
|
|
—
|
|
|
15,548
|
|
|
21,986
|
|
|
299
|
|
|
—
|
|
|
22,285
|
|
|
13,243
|
|
|
444
|
|
|
—
|
|
|
13,687
|
|
||||||||||||
Acquisition and integration costs
|
18,216
|
|
|
82
|
|
|
—
|
|
|
18,298
|
|
|
3,310
|
|
|
—
|
|
|
—
|
|
|
3,310
|
|
|
2,102
|
|
|
—
|
|
|
—
|
|
|
2,102
|
|
||||||||||||
Depreciation, amortization and accretion
|
591,428
|
|
|
31,164
|
|
|
—
|
|
|
622,592
|
|
|
522,681
|
|
|
30,270
|
|
|
—
|
|
|
552,951
|
|
|
513,433
|
|
|
27,338
|
|
|
—
|
|
|
540,771
|
|
||||||||||||
Amortization of prepaid lease purchase price adjustments
|
14,166
|
|
|
—
|
|
|
—
|
|
|
14,166
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Interest expense and amortization of deferred financing costs
|
601,031
|
|
|
19,330
|
|
|
(19,317
|
)
|
|
601,044
|
|
|
507,264
|
|
|
22,974
|
|
|
(22,651
|
)
|
|
507,587
|
|
|
488,863
|
|
|
21,381
|
|
|
(19,975
|
)
|
|
490,269
|
|
||||||||||||
Gains (losses) on retirement of long-term obligations
|
131,974
|
|
|
—
|
|
|
—
|
|
|
131,974
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
138,367
|
|
|
—
|
|
|
—
|
|
|
138,367
|
|
||||||||||||
Net gain (loss) on interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
286,435
|
|
|
—
|
|
|
—
|
|
|
286,435
|
|
||||||||||||
Interest income
|
(4,089
|
)
|
|
(467
|
)
|
|
—
|
|
|
(4,556
|
)
|
|
(187
|
)
|
|
(479
|
)
|
|
—
|
|
|
(666
|
)
|
|
(1,888
|
)
|
|
(316
|
)
|
|
—
|
|
|
(2,204
|
)
|
||||||||||||
Other income (expense)
|
(13,954
|
)
|
|
29
|
|
|
19,317
|
|
|
5,392
|
|
|
(17,048
|
)
|
|
(26
|
)
|
|
22,651
|
|
|
5,577
|
|
|
(19,151
|
)
|
|
(221
|
)
|
|
19,975
|
|
|
603
|
|
||||||||||||
Benefit (provision) for income taxes
|
(60,144
|
)
|
|
(39,917
|
)
|
|
—
|
|
|
(100,061
|
)
|
|
6,126
|
|
|
2,221
|
|
|
—
|
|
|
8,347
|
|
|
(28,808
|
)
|
|
1,962
|
|
|
—
|
|
|
(26,846
|
)
|
||||||||||||
Stock-based compensation expense
|
41,785
|
|
|
5,597
|
|
|
—
|
|
|
47,382
|
|
|
32,610
|
|
|
3,381
|
|
|
—
|
|
|
35,991
|
|
|
36,540
|
|
|
3,425
|
|
|
—
|
|
|
39,965
|
|
||||||||||||
Adjusted EBITDA
|
$
|
1,479,953
|
|
|
$
|
72,714
|
|
|
$
|
—
|
|
|
$
|
1,552,667
|
|
|
$
|
1,244,463
|
|
|
$
|
62,379
|
|
|
$
|
—
|
|
|
$
|
1,306,842
|
|
|
$
|
1,118,928
|
|
|
$
|
52,962
|
|
|
$
|
—
|
|
|
$
|
1,171,890
|
|
(a)
|
Elimination of inter-company borrowings and related interest expense.
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
United States
|
$
|
2,283,088
|
|
|
$
|
1,902,536
|
|
|
$
|
1,772,793
|
|
Australia
|
146,344
|
|
|
126,214
|
|
|
102,416
|
|
|||
Other countries
|
3,248
|
|
|
3,979
|
|
|
3,449
|
|
|||
Total net revenues
|
$
|
2,432,680
|
|
|
$
|
2,032,729
|
|
|
$
|
1,878,658
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
United States
|
$
|
12,730,337
|
|
|
$
|
8,847,161
|
|
Australia
|
232,099
|
|
|
212,067
|
|
||
Other countries
|
16,748
|
|
|
15,571
|
|
||
Total long-lived assets
|
$
|
12,979,184
|
|
|
$
|
9,074,799
|
|
|
Years Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Sprint
|
24
|
%
|
|
21
|
%
|
|
20
|
%
|
AT&T
|
20
|
%
|
|
23
|
%
|
|
21
|
%
|
Verizon Wireless
|
17
|
%
|
|
19
|
%
|
|
21
|
%
|
T-Mobile
|
11
|
%
|
|
11
|
%
|
|
11
|
%
|
Total
|
72
|
%
|
|
74
|
%
|
|
73
|
%
|
17.
|
Asset Write-Down Charges
|
18.
|
Supplemental Cash Flow Information
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
504,494
|
|
|
$
|
404,443
|
|
|
$
|
409,293
|
|
Income taxes paid (refund)
|
3,375
|
|
|
4,340
|
|
|
(5,935
|
)
|
|||
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Increase (decrease) in the fair value of forward-starting interest rate swaps (note 7)
|
—
|
|
|
—
|
|
|
(114,157
|
)
|
|||
Increase (decrease) in liabilities for purchases of property and equipment
|
58,638
|
|
|
27,094
|
|
|
18,682
|
|
|||
Conversion of redeemable convertible preferred stock (note 10)
|
305,180
|
|
|
—
|
|
|
—
|
|
|||
Assumption of WCP Securitized Notes
|
336,273
|
|
|
—
|
|
|
—
|
|
19.
|
Quarterly Financial Information (Unaudited)
|
|
Three Months Ended
|
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
||||||||
2012:
|
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
551,745
|
|
|
$
|
585,511
|
|
|
$
|
621,337
|
|
|
$
|
674,087
|
|
|
Operating income (loss)
|
202,228
|
|
|
202,977
|
|
|
220,768
|
|
|
208,708
|
|
|
||||
Gains (losses) on retirement of long-term obligations
|
(7,068
|
)
|
|
(7,518
|
)
|
|
—
|
|
|
(117,388
|
)
|
|
||||
Benefit (provision) for income taxes
|
(6,695
|
)
|
|
68,432
|
|
|
(32,300
|
)
|
|
70,624
|
|
|
||||
Net income (loss) attributable to CCIC stockholders
|
50,031
|
|
|
116,013
|
|
|
42,045
|
|
|
(19,505
|
)
|
|
||||
Net income (loss) attributable to CCIC common stockholders, after deduction of dividends on preferred stock and losses on purchases of preferred stock, per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.17
|
|
|
$
|
0.40
|
|
|
$
|
0.14
|
|
|
$
|
(0.07
|
)
|
|
Diluted
|
$
|
0.17
|
|
|
$
|
0.40
|
|
|
$
|
0.14
|
|
|
$
|
(0.07
|
)
|
|
|
Three Months Ended
|
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
||||||||
2011:
|
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
499,039
|
|
|
$
|
500,336
|
|
|
$
|
513,883
|
|
|
$
|
519,471
|
|
|
Operating income (loss)
|
166,428
|
|
|
167,142
|
|
|
181,889
|
|
|
176,846
|
|
|
||||
Net income (loss) attributable to CCIC stockholders
|
40,017
|
|
|
30,871
|
|
|
51,278
|
|
|
48,911
|
|
|
||||
Net income (loss) attributable to CCIC common stockholders, after deduction of dividends on preferred stock and losses on purchases of preferred stock, per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.12
|
|
|
$
|
0.09
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
Diluted
|
$
|
0.12
|
|
|
$
|
0.09
|
|
|
$
|
0.15
|
|
|
$
|
0.16
|
|
|
20.
|
Subsequent Events
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the Company's assets that could have a material effect on the financial statements.
|
Plan category(a)(b)
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance
|
||||
|
(In shares)
|
|
(In dollars
per share)
|
|
(In shares)
|
||||
Equity compensation plans approved by security holders
|
—
|
|
|
$
|
—
|
|
|
7,073,153
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
—
|
|
|
$
|
—
|
|
|
7,073,153
|
|
(a)
|
See note
12
to the consolidated financial statements for more detailed information regarding the registrant's equity compensation plans.
|
(b)
|
CCAL has an equity compensation plan under which it awards restricted units settled in cash to its employees and directors. This plan has not been approved by the registrant's security holders.
|
|
|
|
Additions
|
|
Deductions
|
|
|
|
|
||||||||||||||
|
Balance at
Beginning
of Year
|
|
Charged to
Operations
|
|
Credited to
Operations
|
|
Written Off
|
|
Effect of
Exchange Rate
Changes
|
|
Balance at
End of
Year
|
||||||||||||
Allowance for Doubtful Accounts Receivable:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2012
|
$
|
5,891
|
|
|
$
|
3,673
|
|
|
$
|
—
|
|
|
$
|
(1,838
|
)
|
|
$
|
—
|
|
|
$
|
7,726
|
|
2011
|
$
|
5,683
|
|
|
$
|
1,819
|
|
|
$
|
—
|
|
|
$
|
(1,611
|
)
|
|
$
|
—
|
|
|
$
|
5,891
|
|
2010
|
$
|
5,497
|
|
|
$
|
1,829
|
|
|
$
|
—
|
|
|
$
|
(1,669
|
)
|
|
$
|
26
|
|
|
$
|
5,683
|
|
|
|
|
Additions
|
Deductions
|
|
|
|
|
|||||||||||||||
|
Balance at
Beginning
of Year
|
|
Charged to
Operations
|
|
Credited to
Operations
|
|
Written Off
|
|
Effect of
Exchange Rate
Changes
|
|
Balance at
End of
Year
|
||||||||||||
Allowance for Deferred Site Rental Receivables:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2012
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2011
|
$
|
5,080
|
|
|
$
|
—
|
|
|
$
|
(5,080
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2010
|
$
|
3,600
|
|
|
$
|
7,200
|
|
|
$
|
(5,720
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,080
|
|
|
|
|
Additions
|
|
Deductions
|
|
|
|
|
||||||||||||||||||
|
Balance at
Beginning
of Year
|
|
Charged
to
Operations
|
|
Charged to
Additional
Paid-in Capital
and Other
Comprehensive
Income
|
|
Credited to
Operations
|
|
Credited to
Additional
Paid-in Capital
and Other
Comprehensive
Income
|
|
Other
Adjustments(a)
|
|
Balance at
End of
Year
|
||||||||||||||
Deferred Tax Valuation Allowance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
2012
|
$
|
228,417
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(166,911
|
)
|
|
$
|
(5,718
|
)
|
|
$
|
15,152
|
|
|
$
|
70,940
|
|
2011
|
$
|
318,055
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(83,115
|
)
|
|
$
|
(22,119
|
)
|
|
$
|
15,596
|
|
|
$
|
228,417
|
|
2010
|
$
|
190,848
|
|
|
$
|
76,125
|
|
|
$
|
38,646
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,436
|
|
|
$
|
318,055
|
|
(a)
|
Inclusive of the effects of exchange rate changes and acquisitions.
|
Exhibit Number
|
|
Exhibit Description
|
|
(hh)
|
2.1
|
|
Agreement and Plan of Merger, dated as of December 15, 2011, by and among Crown Castle International Corp., Crown Castle NG Acquisitions Corp., NextG Networks, Inc. and Madison Dearborn Capital Partners V-A, L.P., solely in its capacity as the Representative
|
(c)
|
2.2
|
|
Formation Agreement, dated December 8, 1998, relating to the formation of Crown Atlantic Company LLC, Crown Atlantic Holding Sub LLC, and Crown Atlantic Holding Company LLC
|
(d)
|
2.3
|
|
Amendment Number 1 to Formation Agreement, dated March 31, 1999, among Crown Castle International Corp., Cellco Partnership, doing business as Bell Atlantic Mobile, certain Transferring Partnerships and CCA Investment Corp.
|
(l)
|
2.4
|
|
Crown Atlantic Holding Company LLC Amended and Restated Operating Agreement, dated May 1, 2003, by and between Bell Atlantic Mobile, Inc. and CCA Investment Corp.
|
(d)
|
2.5
|
|
Crown Atlantic Company LLC Operating Agreement entered into as of March 31, 1999 by and between Cellco Partnership, doing business as Bell Atlantic Mobile, and Crown Atlantic Holding Sub LLC
|
(l)
|
2.6
|
|
Crown Atlantic Company LLC First Amendment to Operating Agreement, dated May 1, 2003, by Crown Atlantic Company LLC, and each of Bell Atlantic Mobile, Inc. and Crown Atlantic Holding Sub LLC
|
(e)
|
2.7
|
|
Agreement to Sublease dated June 1, 1999 by and among BellSouth Mobility Inc., BellSouth Telecommunications Inc., The Transferring Entities, Crown Castle International Corp. and Crown Castle South Inc.
|
(e)
|
2.8
|
|
Sublease dated June 1, 1999 by and among BellSouth Mobility Inc., Certain BMI Affiliates, Crown Castle International Corp. and Crown Castle South Inc.
|
(g)
|
2.9
|
|
Agreement to Sublease dated August 1, 1999 by and among BellSouth Personal Communications, Inc., BellSouth Carolinas PCS, L.P., Crown Castle International Corp. and Crown Castle South Inc.
|
(g)
|
2.10
|
|
Sublease dated August 1, 1999 by and among BellSouth Personal Communications, Inc., BellSouth Carolinas PCS, L.P., Crown Castle International Corp. and Crown Castle South Inc.
|
(f)
|
2.11
|
|
Formation Agreement dated November 7, 1999 relating to the formation of Crown Castle GT Company LLC, Crown Castle GT Holding Sub LLC and Crown Castle GT Holding Company LLC
|
(g)
|
2.12
|
|
Operating Agreement, dated January 31, 2000 by and between Crown Castle GT Corp. and affiliates of GTE Wireless Incorporated
|
(ii)
|
3.1
|
|
Composite Certificate of Incorporation of Crown Castle International Corp.
|
(ii)
|
3.2
|
|
Composite By-laws of Crown Castle International Corp.
|
(b)
|
4.1
|
|
Specimen Certificate of Common Stock
|
(n)
|
4.2
|
|
Indenture, dated as of June 1, 2005, relating to the Senior Secured Tower Revenue Notes, by and among JPMorgan Chase Bank, N.A., as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc. and Crown Castle International Corp. de Puerto Rico, collectively as Issuers
|
(bb)
|
4.3
|
|
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
|
(bb)
|
4.4
|
|
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
|
(bb)
|
4.5
|
|
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
|
Exhibit Number
|
|
Exhibit Description
|
|
(cc)
|
4.6
|
|
Indenture Supplement, dated as of August 16, 2010, relating to the Senior Secured Tower Revenue Notes, Series 2010-4, by and among The Bank of New York Mellon (as successor to The Bank of New York as sucessor 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 Castel International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MPUPA LLC, collectively as Issuers
|
(cc)
|
4.7
|
|
Indenture Supplement, dated as of August 16, 2010, relating to the Senior Secured Tower Revenue Notes, Series 2010-5, 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
|
(cc)
|
4.8
|
|
Indenture Supplement, dated as of August 16, 2010, relating to the Senior Secured Tower Revenue Notes, Series 2010-6, 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
|
(u)
|
4.9
|
|
Indenture dated January 27, 2009, between Crown Castle International Corp. and Bank of New York Mellon Trust Company, N.A., as trustee
|
(z)
|
4.10
|
|
Indenture dated July 31, 2009, relating to Senior Secured Notes, between Pinnacle Towers Acquisition Holdings LLC, GS Savings Inc., GoldenState Towers, LLC, Pinnacle Towers Acquisition LLC, Tower Ventures III, LLC and TVHT, LLC, as Issuers, Global Signal Holdings III, LLC, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee
|
(z)
|
4.11
|
|
Indenture Supplement dated July 31, 2009, relating to Senior Secured Notes, Series 2009-1, between Pinnacle Towers Acquisition Holdings LLC, GS Savings Inc., GoldenState Towers, LLC, Pinnacle Towers Acquisition LLC, Tower Ventures III, LLC and TVHT, LLC, as Issuers, Global Signal Holdings III, LLC, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee
|
(aa)
|
4.12
|
|
Second Supplemental Indenture dated October 23, 2009, relating to 7.125% Senior Notes due 2019, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee
|
(ff)
|
4.13
|
|
Indenture dated as of November 9, 2010, between WCP Wireless Site Funding LLC, WCP Wireless Site RE Funding LLC, WCP Wireless Site Non-RE Funding LLC, WCP Wireless Lease Subsidiary, LLC, MW Cell REIT 1 LLC and MW Cell TRS 1 LLC, and Deutsche Bank Trust Company Americas, as indenture trustee
|
(ff)
|
4.14
|
|
Series 2010-1 Indenture Supplement dated as of November 9, 2010, between WCP Wireless Site Funding LLC, WCP Wireless Site RE Funding LLC, WCP Wireless Site Non-RE Funding LLC, WCP Wireless Lease Subsidiary, LLC, MW Cell REIT 1 LLC and MW Cell TRS 1 LLC, and Deutsche Bank Trust Company Americas, as indenture trustee
|
(kk)
|
4.15
|
|
Indenture dated as of October 15, 2012, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to 5.25% Senior Notes due 2023
|
(nn)
|
4.16
|
|
Indenture dated as of December 24, 2012, by and among CC Holdings GS V LLC, Crown Castle GS III Corp., each of the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 2.381% Senior Secured Notes due 2017 and the 3.849% Senior Secured Notes due 2023
|
(d)
|
10.1
|
|
Global Lease Agreement dated March 31, 1999 between Crown Atlantic Company LLC and Cellco Partnership, doing business as Bell Atlantic Mobile
|
(h)
|
10.2
|
|
Crown Castle International Corp. 2001 Stock Incentive Plan
|
(j)
|
10.3
|
|
Form of Severance Agreement between Crown Castle International Corp. and each of W. Benjamin Moreland and E. Blake Hawk
|
(s)
|
10.4
|
|
Form of First Amendment to Severance Agreement between Crown Castle International Corp. and each of W. Benjamin Moreland and E. Blake Hawk
|
(x)
|
10.5
|
|
Form of Amendment to Severance Agreement between Crown Castle International Corp. and each of W. Benjamin Moreland and E. Blake Hawk, effective April 6, 2009
|
(j)
|
10.6
|
|
Form of Restricted Stock Agreement pursuant to 2001 Stock Incentive Plan
|
(r)
|
10.7
|
|
Crown Castle International Corp. 2004 Stock Incentive Plan, as amended
|
(m)
|
10.8
|
|
Form of Restricted Stock Agreement pursuant to 2001 Stock Incentive Plan
|
Exhibit Number
|
|
Exhibit Description
|
|
(m)
|
10.10
|
|
Form of Severance Agreement between Crown Castle International Corp. and James D. Young
|
(s)
|
10.11
|
|
Form of First Amendment to Severance Agreement between Crown Castle International Corp and certain senior officers, including James D. Young
|
(t)
|
10.12
|
|
Form of Severance Agreement between Crown Castle International Corp. and each of Jay A. Brown and Philip M. Kelley
|
(x)
|
10.13
|
|
Form of Amendment to Severance Agreement between Crown Castle International Corp. and certain senior officers, including Jay A. Brown, James D. Young and Philip M. Kelley, effective April 6, 2009
|
(dd)
|
10.14
|
|
Crown Castle International Corp. 2011 EMT Annual Incentive Plan
|
(gg)
|
10.15
|
|
Crown Castle International Corp. 2012 EMT Annual Incentive Plan
|
(gg)
|
10.16
|
|
Summary of Non-Employee Director Compensation
|
(n)
|
10.17
|
|
Management Agreement, dated as of June 8, 2005, by and among Crown Castle USA Inc., as Manager, 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 GT Holding Sub LLC and Crown Castle Atlantic LLC, collectively as Owners
|
(p)
|
10.18
|
|
Management Agreement Amendment, dated September 26, 2006, by and among Crown Castle USA Inc., as Manager, 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 GT Holding Sub LLC and Crown Castle Atlantic LLC, collectively, as Owners
|
(q)
|
10.19
|
|
Joinder and Amendment to Management Agreement, dated as of November 29, 2006, by and among Crown Castle USA Inc., as Manager, 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, Crown Castle MUPA LLC, Crown Castle GT Holding Sub LLC and Crown Castle Atlantic LLC, collectively as Owners
|
(n)
|
10.20
|
|
Cash Management Agreement, dated as of June 8, 2005, by and among 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, as Issuers, JPMorgan Chase Bank, N.A., as Indenture Trustee, Crown Castle USA Inc., as Manager, Crown Castle GT Holding Sub LLC, as Member of Crown Castle GT Company LLC, and Crown Castle Atlantic LLC, as Member of Crown Atlantic Company LLC
|
(q)
|
10.21
|
|
Joinder to Cash Management Agreement, dated as of November 29, 2006, by and among 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, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC, Crown Castle MUPA LLC, as Issuers, The Bank of New York (as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, Crown Castle USA Inc., as Manager, Crown Castle GT Holding Sub LLC, as Member of Crown Castle GT Company LLC, and Crown Castle Atlantic LLC, as Member of Crown Atlantic Company LLC
|
(n)
|
10.22
|
|
Servicing Agreement, dated as of June 8, 2005, by and among Midland Loan Services, Inc., as Servicer, and JPMorgan Chase Bank, N.A., as Indenture Trustee
|
(v)
|
10.23
|
|
Agreement to Contribute, Lease and Sublease, dated as of February 14, 2005 among Sprint Corporation, the Sprint subsidiaries named therein and Global Signal Inc.
|
(w)
|
10.24
|
|
Master Lease and Sublease, dated as of May 26, 2005, by and among STC One LLC, as lessor, Sprint Telephony PCS L.P., as Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.
|
(w)
|
10.25
|
|
Master Lease and Sublease, dated as of May 26, 2005, by and among STC Two LLC, as lessor, SprintCom, Inc., as Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.
|
(w)
|
10.26
|
|
Master Lease and Sublease, dated as of May 26, 2005, by and among STC Three LLC, as lessor, American PCS Communications, LLC, as Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.
|
(w)
|
10.27
|
|
Master Lease and Sublease, dated as of May 26, 2005, by and among STC Four LLC, as lessor, PhillieCo, L.P., as Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.
|
(w)
|
10.28
|
|
Master Lease and Sublease, dated as of May 26, 2005, by and among STC Five LLC, as lessor, Sprint Spectrum L.P., as Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.
|
(w)
|
10.29
|
|
Master Lease and Sublease, dated as of May 26, 2005, by and among STC Six Company, Sprint Spectrum L.P., as Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.
|
(z)
|
10.30
|
|
Management Agreement, dated as of July 31, 2009, by and among Crown Castle USA Inc., as Manager, and Pinnacle Towers Acquisition Holdings LLC, and the direct and indirect subsidiaries of Pinnacle Towers Acquisition Holdings LLC, collectively, as Owners
|
Exhibit Number
|
|
Exhibit Description
|
|
(z)
|
10.31
|
|
Cash Management Agreement, dated as of July 31, 2009, by and among Pinnacle Towers Acquisition Holdings LLC, Pinnacle Towers Acquisition LLC, GS Savings Inc., GoldenState Towers, LLC, Tower Ventures III, LLC and TVHT, LLC, as Issuers, The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee, and Crown Castle USA Inc., as Manager
|
(z)
|
10.32
|
|
Servicing Agreement, dated as of July 31, 2009, by and among Midland Loan Services, Inc., as Servicer, and The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee
|
(ff)
|
10.33
|
|
Credit Agreement dated as of January 31, 2012, among Crown Castle International Corp., Crown Castle Operating Company, as borrower, the lenders and issuing banks party thereto, The Royal Bank of Scotland plc, as administrative agent, and Morgan Stanley Senior Funding Inc., as co-documentation agent
|
(jj)
|
10.34
|
|
Master Agreement dated as of September 28, 2012, among T-Mobile USA, Inc., SunCom Wireless Operating Company, L.L.C., Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., VoiceStream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, SunCom Wireless Property Company, L.L.C. and Crown Castle International Corp.
|
(kk)
|
10.35
|
|
Registration Rights Agreement dated October 15, 2012, by and among Crown Castle International Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as representatives of the initial purchasers
|
(ll)
|
10.36
|
|
Amendment No. 2 dated as of November 13, 2012, among Crown Castle International Corp., Crown Castle Operating Company, certain subsidiaries of Crown Castle Operating Company, the lenders party thereto and The Royal Bank of Scotland plc, as administrative agent, to the Credit Agreement dated as of January 31, 2012, among Crown Castle International Corp., Crown Castle Operating Company, the lenders and issuing banks from time to time party thereto, The Royal Bank of Scotland plc, as administrative agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as syndication agent, and Morgan Stanley Senior Funding Inc., as co-documentation agent
|
(mm)
|
10.37
|
|
Incremental Facility Amendment dated as of December 13, 2012, among Crown Castle International Corp. , Crown Castle Operating Company, certain subsidiaries of the Crown Castle Operating Company, the lenders party thereto, The Royal Bank of Scotland plc, as administrative agent, to the Credit Agreement dated as of January 31, 2012, among Crown Castle International Corp., Crown Castle Operating Company, the lenders and issuing banks from time to time party thereto, The Royal Bank of Scotland plc, as administrative agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as syndication agent, and Morgan Stanley Senior Funding Inc., as co-documentation agent
|
(nn)
|
10.38
|
|
Management Agreement, dated as of December 24, 2012, by and among Crown Castle USA Inc., as Manager, and Global Signal Acquisitions LLC, Global Signal Acquisitions II LLC, Pinnacle Towers LLC and the direct and indirect subsidiaries of Pinnacle Towers LLC, collectively, as Owners
|
(nn)
|
10.39
|
|
Registration Rights Agreement, dated as of December 24, 2012, by and among CC Holdings GS V LLC, Crown Castle GS III Corp., each of the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the initial purchasers
|
*
|
10.40
|
|
Master Prepaid Lease, dated as of November 30, 2012, by and among T-Mobile USA Tower LLC, T-Mobile West Tower LLC, T-Mobile USA, Inc. and CCTMO LLC
|
*
|
10.41
|
|
MPL Site Master Lease Agreement, dated as of November 30, 2012, by and among Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., VoiceStream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, SunCom Wireless Operating Company, L.L.C., T-Mobile USA, Inc. and CCTMO LLC
|
*
|
10.42
|
|
Sale Site Master Lease Agreement, dated as of November 30, 2012, by and among Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., VoiceStream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, SunCom Wireless Operating Company, L.L.C., T-Mobile USA, Inc., T3 Tower 1 LLC and T3 Tower 2 LLC
|
*
|
10.43
|
|
Management Agreement, dated as of November 30, 2012, by and among SunCom Wireless Operating Company, L.L.C., Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., VoiceStream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, SunCom Wireless Property Company, L.L.C., T-Mobile USA Tower LLC, T-Mobile West Tower LLC, CCTMO LLC, T3 Tower 1 LLC and T3 Tower 2 LLC
|
*
|
11
|
|
Computation of Net Income (Loss) per Common Share
|
*
|
12
|
|
Computation of Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends
|
*
|
21
|
|
Subsidiaries of Crown Castle International Corp.
|
Exhibit Number
|
|
Exhibit Description
|
|
*
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP
|
*
|
23.2
|
|
Consent of KPMG LLP
|
*
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
|
*
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
|
*
|
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002
|
*
|
101.INS
|
|
XBRL Instance Document
|
*
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
*
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
*
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
*
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
*
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(a)
|
Incorporated by reference to the exhibits in the Registration Statement on Form S-4 previously filed by the Registrant (Registration No. 333-43873).
|
(b)
|
Incorporated by reference to the exhibits in the Registration Statement on Form S-1 previously filed by the Registrant (Registration No. 333-57283).
|
(c)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 000-24737) on December 10, 1998.
|
(d)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 000-24737) on April 12, 1999.
|
(e)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 000-24737) on June 9, 1999.
|
(f)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 000-24737) on November 12, 1999.
|
(g)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 10-K (Registration No. 000-24737) for the year ended December 31, 1999.
|
(h)
|
Incorporated by reference to the exhibit previously filed by the Registrant as Appendix A to the Definitive Schedule 14A Proxy Statement (Registration No. 001-16441) on May 8, 2001.
|
(i)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 10-Q (Registration No. 001-16441) for the quarter ended September 30, 2002.
|
(j)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on January 8, 2003.
|
(k)
|
Incorporated by reference to the exhibits in the Registration Statement on Form S-4 previously filed by the Registrant (Registration No. 333-112176).
|
(l)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 10-K (Registration No. 001-16441) for the year ended December 31, 2003.
|
(m)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on March 2, 2005.
|
(n)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on June 9, 2005.
|
(o)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on June 2, 2005.
|
(p)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on September 29, 2006.
|
(q)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on December 5, 2006.
|
(r)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on May 30, 2007.
|
(s)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on December 7, 2007.
|
(t)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on July 15, 2008
|
(u)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on January 29, 2009
|
(v)
|
Incorporated by reference to the exhibit previously filed by Global Signal Inc. on Form 8-K (Registration No. 001-32168) on February 17, 2005.
|
(w)
|
Incorporated by reference to the exhibit previously filed by Global Signal Inc. on Form 8-K (Registration No. 001-32168) on May 27, 2005.
|
(x)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on April 8, 2009.
|
(y)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on May 5, 2009.
|
(z)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on August 4, 2009.
|
(aa)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on October 28, 2009.
|
(bb)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on January 20, 2010.
|
(cc)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on August 26, 2010.
|
(dd)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on February 16, 2011.
|
(ee)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on May 26, 2011.
|
(ff)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on February 3, 2012.
|
(gg)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on February 24, 2012.
|
(hh)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 10-K (Registration No. 001-16441) on February 13, 2012.
|
(ii)
|
Incorporated by reference to the exhibit in the Registration Statement previously filed by the Registrant on Form S-3 (Registration No. 333-180526) on April 3, 2012.
|
(jj)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on October 2, 2012.
|
(kk)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on October 16, 2012.
|
(ll)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on November 13, 2012.
|
(mm)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on December 13, 2012.
|
(nn)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on December 28, 2012.
|
|
|
|
C
ROWN
C
ASTLE
I
NTERNATIONAL
C
ORP
.
|
||
|
|
|
By:
|
|
/s/ J
AY
A. B
ROWN
|
|
|
Jay A. Brown
Senior Vice President, Chief Financial Officer
and Treasurer
|
Name
|
|
Title
|
|
|
|
/s/ W. B
ENJAMIN
M
ORELAND
|
|
President, Chief Executive Officer and Director
|
W. Benjamin Moreland
|
|
(Principal Executive Officer)
|
|
|
|
/s/ J
AY A. BROWN
|
|
Senior Vice President, Chief Financial Officer and
|
Jay A. Brown
|
|
Treasurer (Principal Financial Officer)
|
|
|
|
/s/ R
OB A. FISHER
|
|
Vice President and Controller
|
Rob A. Fisher
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ J. L
ANDIS MARTIN
|
|
Chairman of the Board of Directors
|
J. Landis Martin
|
|
|
|
|
|
/s/ C
INDY CHRISTY
|
|
Director
|
Cindy Christy
|
|
|
|
|
|
/s/ A
RI Q. FITZGERALD
|
|
Director
|
Ari Q. Fitzgerald
|
|
|
|
|
|
/s/ R
OBERT E. GARRISON II
|
|
Director
|
Robert E. Garrison II
|
|
|
|
|
|
/s/ D
ALE N. HATFIELD
|
|
Director
|
Dale N. Hatfield
|
|
|
|
|
|
/s/ L
EE W. HOGAN
|
|
Director
|
Lee W. Hogan
|
|
|
|
|
|
/s/ E
DWARD C. HUTCHESON, JR.
|
|
Director
|
Edward C. Hutcheson, Jr.
|
|
|
|
|
|
/s/ J
OHN P. KELLY
|
|
Director
|
John P. Kelly
|
|
|
|
|
|
/s/ R
OBERT F. MCKENZIE
|
|
Director
|
Robert F. McKenzie
|
|
|
|
|
Page
|
|
SECTION 1.
|
Definitions
|
1
|
|
SECTION 2.
|
Documents
|
17
|
|
SECTION 3.
|
Tower Operator Lease of Lease Site and Occupancy Rights With Respect to Managed Sites
|
17
|
|
SECTION 4.
|
Tower Operator Rights and Obligations Under the Ground Leases
|
19
|
|
SECTION 5.
|
T-Mobile Lessor Rights and Obligations With Respect to the Ground Leases
|
21
|
|
SECTION 6.
|
Collocation Agreements with Third Parties
|
21
|
|
SECTION 7.
|
Tower Operator Permitted Use
|
25
|
|
SECTION 8.
|
Tower Operator Access
|
25
|
|
SECTION 9.
|
Term and End of Term Obligations
|
25
|
|
SECTION 10.
|
Tower Operator Rent and Pre-Lease Rent; Treatment for US Federal Income Tax Purposes
|
27
|
|
SECTION 11.
|
Condition of Sites and Obligations of Tower Operator
|
28
|
|
SECTION 12.
|
Tower Operator Requirements for Modifications; Title to Modifications; Work on the Site
|
29
|
|
SECTION 13.
|
Tower Operator's Obligations With Respect to Tower Subtenants
|
30
|
|
SECTION 14.
|
Limitations on Tower Operator Liens
|
31
|
|
SECTION 15.
|
Tower Operator Indemnity; T-Mobile Lessor Indemnity; Procedure For All Indemnity Claims
|
31
|
|
SECTION 16.
|
Tower Operator's Waiver of Subrogation; Insurance
|
35
|
|
SECTION 17.
|
Estoppel Certificate; T-Mobile Lessor Financial Reporting
|
36
|
|
SECTION 18.
|
Assignment, Transfer and Subletting Rights
|
37
|
|
SECTION 19.
|
Tower Operator Environmental Covenants
|
38
|
|
SECTION 20.
|
Tower Operator Purchase Option
|
39
|
|
SECTION 21.
|
Tower Operator Lender Protections
|
41
|
|
SECTION 22.
|
Taxes
|
43
|
|
SECTION 23.
|
Utilities
|
47
|
|
SECTION 24.
|
Compliance with Law; Governmental Permits
|
47
|
|
SECTION 25.
|
Compliance with Specific FCC Regulations
|
49
|
|
SECTION 26.
|
Holding Over
|
50
|
|
SECTION 27.
|
Rights of Entry and Inspection
|
50
|
|
SECTION 28.
|
Right to Act for Tower Operator
|
51
|
|
SECTION 29.
|
Defaults and Remedies
|
51
|
|
|
|
Page
|
|
SECTION 30.
|
Quiet Enjoyment
|
56
|
|
SECTION 31.
|
No Merger
|
56
|
|
SECTION 32.
|
Broker and Commission
|
57
|
|
SECTION 33.
|
Recording of Memorandum of Site Lease Agreement; Preparation and Amendment to the Site Lease Agreement
|
57
|
|
SECTION 34.
|
Tax Indemnities
|
57
|
|
SECTION 35.
|
Damage to the Site, Tower or the Improvements
|
67
|
|
SECTION 36.
|
Condemnation
|
68
|
|
SECTION 37.
|
Operating Principles
|
69
|
|
SECTION 38.
|
General Provisions
|
70
|
|
SECTION 39.
|
T-Mobile Parent Guarantee
|
72
|
|
Exhibit A
|
List of Sites
|
Exhibit B
|
List of Lease Sites
|
Exhibit C
|
Rent and Pre-Lease Rent
|
Exhibit D
|
Allocated Rent
|
Exhibit E
|
Option Purchase Price
|
Exhibit F
|
Form of UCC-1
|
|
|
Schedule 1-A
|
23 Year Lease Sites
|
Schedule 1-B
|
24 Year Lease Sites
|
Schedule 1-C
|
25 Year Lease Sites
|
Schedule 1-D
|
26 Year Lease Sites
|
Schedule 1-E
|
27 Year Lease Sites
|
Schedule 1-F
|
28 Year Lease Sites
|
Schedule 1-G
|
29 Year Lease Sites
|
Schedule 1-H
|
30 Year Lease Sites
|
Schedule 1-I
|
31 Year Lease Sites
|
Schedule 1-J
|
32 Year Lease Sites
|
Schedule 1-K
|
33 Year Lease Sites
|
Schedule 1-L
|
34 Year Lease Sites
|
Schedule 1-M
|
35 Year Lease Sites
|
Schedule 1-N
|
36 Year Lease Sites
|
Schedule 1-O
|
37 Year Lease Sites
|
Defined Term
|
Section
|
|
|
Allocated Rent
|
Section 10(c)
|
Authorized Collocation Agreements Documents
|
Section 6(b)
|
Authorized Ground Lease Document
|
Section 4(b)
|
Casualty Notice
|
Section 35(a)
|
Default Notice
|
Section 5(b)
|
Disputes
|
Section 15(d)
|
Effective Date
|
Preamble
|
Federal Depreciation Deductions
|
Section 34(a)(i)
|
Financial Advisors
|
Section 32(a)
|
Indemnifying Party
|
Section 15(c)(i)
|
Initial Lease Sites
|
Exhibit B
|
New Lease
|
Section 21(b)(iii)
|
NOTAM
|
Section 24(g)(i)
|
Option Purchase Price
|
Section 20(b)
|
Option Sellers
|
Section 20(a)
|
Party
|
Preamble
|
Post-Exercise Period
|
Section 34(g)
|
Proportional Rent
|
Section 10(d)
|
Purchase Option
|
Section 20(a)
|
Purchase Option Closing Dates
|
Section 20(a)
|
Purchase Sites
|
Section 20(a)
|
Qualified Tower Operator
|
Section 18(a)(i)
|
Restorable Site
|
Section 35(a)
|
Risk of Forfeiture
|
Section 14(b)
|
Section 467 Loan
|
Section 10(d)
|
Tax Assumptions
|
Section 34(a)(i)
|
Tax Claim
|
Section 34(d)
|
Tax Event
|
Section 34(a)(iii)
|
Tax Indemnitee
|
Section 34(a)(iii)
|
Tax Indemnity Notice
|
Section 34(a)(iii)
|
Tax Loss
|
Section 34(a)(iii)
|
Tax Savings
|
Section 34(c)
|
Third Party Claim
|
Section 15(c)(i)
|
T-Mobile Lessor
|
Preamble
|
T-Mobile Lessor Extension Notice
|
Section 4(d)(iv)
|
T-Mobile Lessor Obligations
|
Section 39(a)
|
T-Mobile Parent
|
Preamble
|
Tower Operator
|
Preamble
|
Tower Operator Extension or Relocation Notice
|
Section 4(d)(iii)
|
Tower Operator Property Tax Charge
|
Section 22(c)
|
Tower Operator Work
|
Section 12(b)
|
Transfer Taxes
|
Section 22(e)
|
Transferred Property
|
Section 20(c)
|
Triggering Event
|
Section 34(c)
|
Unauthorized Document
|
Section 4(b)
|
Defined Term
|
Section
|
|
|
Applicable Closing
|
Section 1.1
|
Contributable Site
|
Section 4.1(a)
|
Lease Buyout Firm
|
Section 1.1
|
Management Agreement
|
Recitals
|
Parent Indemnity Agreement
|
Section 2.2(k)
|
Permitted Encumbrances
|
Section 1.1
|
Pre-Lease Site
|
Section 1.1
|
T-Mobile Internal Transfers Agreement
|
Section 1.1
|
Technical Closing
|
Section 2.6(c)
|
Tower Operator General Assignment and Assumption Agreement
|
Recitals
|
Tower Related Assets
|
Section 1.1
|
Transition Services Agreement
|
Recitals
|
Exhibit A
|
List of Sites
|
Exhibit B
|
List of Lease Sites
|
Exhibit C
|
Rent and Pre-Lease Rent
|
Exhibit D
|
Allocated Rent
|
Exhibit E
|
Option Purchase Price
|
Exhibit F
|
Form of UCC-1
|
|
|
Page
|
|
SECTION 1.
|
Definitions
|
1
|
|
SECTION 2.
|
Grant; Documents
|
12
|
|
SECTION 3.
|
Terms and Terminations Rights
|
15
|
|
SECTION 4.
|
Rent
|
16
|
|
SECTION 5.
|
Ground Leases
|
19
|
|
SECTION 6.
|
Condition of the Sites
|
21
|
|
SECTION 7.
|
Tower Operator Requirements for Modifications; Title to Modifications; Work on the Site
|
23
|
|
SECTION 8.
|
T-Mobile Collocator's and Tower Operator's Obligations With Respect to Tower Subtenants; Interference
|
24
|
|
SECTION 9.
|
T-Mobile Collocation Space
|
25
|
|
SECTION 10.
|
Tower and Site Modifications, Replacement, Expansion and Substitution and Rights with Respect to Additional Ground Space and Tower Space
|
31
|
|
SECTION 11.
|
[Reserved]
|
33
|
|
SECTION 12.
|
Limitations on Liens
|
33
|
|
SECTION 13.
|
Tower Operator Indemnity; T-Mobile Collocator Indemnity; Procedure For All Indemnity Claims
|
33
|
|
SECTION 14.
|
Waiver of Subrogation; Insurance
|
36
|
|
SECTION 15.
|
Estoppel Certificate
|
38
|
|
SECTION 16.
|
Assignment and Transfer Rights
|
38
|
|
SECTION 17.
|
Environmental Covenants
|
40
|
|
SECTION 18.
|
Taxes
|
42
|
|
SECTION 19.
|
Use of Easements and Utilities
|
42
|
|
SECTION 20.
|
Compliance with Law; Governmental Permits
|
43
|
|
SECTION 21.
|
Compliance with Specific FCC Regulations
|
45
|
|
SECTION 22.
|
Holding Over
|
47
|
|
SECTION 23.
|
Rights of Entry and Inspection
|
47
|
|
SECTION 24.
|
Right to Act for Tower Operator
|
47
|
|
SECTION 25.
|
Defaults and Remedies
|
48
|
|
SECTION 26.
|
Quiet Enjoyment
|
52
|
|
SECTION 27.
|
No Merger
|
52
|
|
SECTION 28.
|
Broker and Commission
|
53
|
|
SECTION 29.
|
Recording of Memorandum of Site Lease Agreement; Preparation and Amendment to the Site Lease Agreement
|
53
|
|
|
|
Page
|
|
SECTION 30.
|
Damage to the Site, Tower or the Improvements
|
54
|
|
SECTION 31.
|
Condemnation
|
55
|
|
SECTION 32.
|
Operating Principles
|
56
|
|
SECTION 33.
|
General Provisions
|
57
|
|
SECTION 34.
|
T-Mobile Parent Guarantee
|
60
|
|
Exhibit A
|
List of Sites
|
Exhibit B
|
List of Lease Sites
|
Exhibit C
|
Form of Site Lease Agreement
|
Exhibit D
|
Form of Memorandum of Site Lease Agreement
|
Exhibit E
|
Hypothetical Equipment Configuration
|
Exhibit F
|
Form of Agreement and Consent
|
Exhibit G
|
Form of Paying Agent Agreement
|
|
|
Schedule 1-A
|
23 Year Lease Sites
|
Schedule 1-B
|
24 Year Lease Sites
|
Schedule 1-C
|
25 Year Lease Sites
|
Schedule 1-D
|
26 Year Lease Sites
|
Schedule 1-E
|
27 Year Lease Sites
|
Schedule 1-F
|
28 Year Lease Sites
|
Schedule 1-G
|
29 Year Lease Sites
|
Schedule 1-H
|
30 Year Lease Sites
|
Schedule 1-I
|
31 Year Lease Sites
|
Schedule 1-J
|
32 Year Lease Sites
|
Schedule 1-K
|
33 Year Lease Sites
|
Schedule 1-L
|
34 Year Lease Sites
|
Schedule 1-M
|
35 Year Lease Sites
|
Schedule 1-N
|
36 Year Lease Sites
|
Schedule 1-O
|
37 Year Lease Sites
|
Schedule 9(c)
|
Sample Wind Load Surface Area Calculations
|
Backhaul Services
|
Section 19(d)
|
Casualty Notice
|
Section 30(a)
|
Disputes
|
Section 13(d)
|
Effective Date
|
Preamble
|
Effective Date Ground Space
|
Section 9(a)(i)
|
Effective Date Tower Space
|
Section 9(a)(ii)
|
Financial Advisors
|
Section 28(a)
|
Indemnifying Party
|
Section 13(c)(i))
|
Initial Period
|
Section 4(c)
|
Inspection Summary
|
Section 6(a)(i)
|
NOTAM
|
Section 20(g)(i)
|
Party
|
Preamble
|
Paying Agent Account
|
Section 4(b)(i)
|
Paying Agent Agreement
|
Section 4(b)
|
Qualified Tower Operator
|
Section 16(a)(i)
|
Reserved T-Mobile Loading Capacity
|
Section 6(a)(ii)
|
Restorable Site
|
Section 30(a)
|
Site Engineering Application
|
Section 9(e)(i)
|
Subsequent Use
|
Section 8(a)
|
Termination Date
|
Section 3(b)
|
Termination Notice
|
Section 3(c)
|
Third Party Claim
|
Section 13(c)(i)
|
Third Party Communications Equipment
|
Section 6(a)(iii)
|
T-Mobile Assignee
|
Section 16(b)(i)
|
T-Mobile Collocation Rent
|
Section 4(a)
|
T-Mobile Collocation Space
|
Section 9(a)
|
T-Mobile Collocator Obligations
|
Section 34(a)
|
T-Mobile Ground Rent
|
Section 4(a)
|
T-Mobile Lessor Extension Notice
|
Section 5(d)(iii)
|
T-Mobile Modernization Reservation Period
|
Section 6(a)(ii)
|
T-Mobile Parent
|
Preamble
|
T-Mobile Primary Ground Space
|
Section 9(a)(i)
|
T-Mobile Primary Tower Space
|
Section 9(a)(ii)
|
T-Mobile Reserved Amount of Tower Equipment
|
Section 9(c)
|
T-Mobile Termination Right
|
Section 3(b)
|
T-Mobile Total Rent Amount
|
Section 4(a)
|
T-Mobile Total Rent Change Date
|
Section 4(a)
|
T-Mobile Transfer
|
Section 16(b)(i)
|
Tower Operator Extension or Relocation Notice
|
Section 5(d)(ii)
|
Tower Operator Ground Rent
|
Section 4(b)(iv)
|
Tower Operator Work
|
Section 7(b)
|
Unused Existing Effective Date Capacity
|
Section 6(a)(ii)
|
Defined Term
|
Section
|
|
|
Authorized Collocation Agreements Documents
|
Section 6(b)
|
Purchase Option
|
Section 20(a)
|
Purchase Option Closing Date
|
Section 20(a)
|
Tower Operator Lender
|
Section 1(a)
|
Transaction Documents
|
Section 1(a)
|
Exhibit A
|
List of Sites
|
Exhibit B
|
List of Lease Sites
|
Exhibit C
|
Form of Site Lease Agreement
|
Exhibit D
|
Form of Memorandum of Site Lease Agreement
|
Exhibit E
|
Hypothetical Equipment Configuration
|
Exhibit F
|
Form of Agreement and Consent
|
Exhibit G
|
Form of Paying Agent Agreement
|
|
|
Page
|
|
SECTION 1.
|
Definitions
|
1
|
|
SECTION 2.
|
Grant; Documents
|
13
|
|
SECTION 3.
|
Term and Termination Rights
|
14
|
|
SECTION 4.
|
Rent
|
15
|
|
SECTION 5.
|
Ground Leases
|
16
|
|
SECTION 6.
|
Condition of Sites
|
17
|
|
SECTION 7.
|
Tower Operator Modifications
|
19
|
|
SECTION 8.
|
T-Mobile Collocator's and Tower Operator's Obligations With Respect to Tower Tenants; Interference
|
19
|
|
SECTION 9.
|
T-Mobile Collocation Space
|
20
|
|
SECTION 10.
|
Tower and Site Modifications, Replacement, Expansion and Substitution and Rights With Respect to Additional Ground Space and Tower Space
|
27
|
|
SECTION 11.
|
[Reserved]
|
28
|
|
SECTION 12.
|
Limitations on Liens
|
28
|
|
SECTION 13.
|
Tower Operator Indemnity; T-Mobile Collocator Indemnity; Procedure For All Indemnity Claims
|
29
|
|
SECTION 14.
|
Waiver of Subrogation; Insurance
|
32
|
|
SECTION 15.
|
Estoppel Certification
|
34
|
|
SECTION 16.
|
Assignment and Transfer Rights
|
34
|
|
SECTION 17.
|
Environmental Covenants
|
36
|
|
SECTION 18.
|
Taxes
|
37
|
|
SECTION 19.
|
Utilities
|
37
|
|
SECTION 20.
|
Compliance with Law; Governmental Permits
|
38
|
|
SECTION 21.
|
Compliance with Specific FCC Regulations
|
39
|
|
SECTION 22.
|
Holding Over
|
40
|
|
SECTION 23.
|
Rights of Entry and Inspection
|
40
|
|
SECTION 24.
|
Right to Act for Tower Operator
|
40
|
|
SECTION 25.
|
Defaults and Remedies
|
41
|
|
SECTION 26.
|
Quiet Enjoyment
|
45
|
|
SECTION 27.
|
No Merger
|
45
|
|
SECTION 28.
|
Broker and Commission
|
46
|
|
SECTION 29.
|
Recording of Memorandum of Site Lease Agreement; Preparation and Amendment to Site Lease Agreement
|
46
|
|
|
|
Page
|
|
SECTION 30.
|
Damage to the Site, Tower or the Improvements
|
46
|
|
SECTION 31.
|
Condemnation
|
47
|
|
SECTION 32.
|
[Reserved]
|
48
|
|
SECTION 33.
|
CA/NV Purchase Option
|
48
|
|
SECTION 34.
|
General Provisions
|
49
|
|
SECTION 35.
|
T-Mobile Parent Guarantee
|
53
|
|
Exhibit A
|
List of Sites
|
Exhibit B
|
List of Assignable Sites
|
Exhibit C
|
Form of Site Lease Agreement
|
Exhibit D
|
Form of Memorandum of Site Lease Agreement
|
Exhibit E
|
Hypothetical Equipment Configuration
|
Exhibit F
|
Form of Agreement and Consent
|
|
|
Schedule 9(c)
|
Sample Wind Load Surface Area Calculations
|
Defined Term
|
Section
|
|
|
Additional Equipment
|
Section 9(d)
|
Additional Ground Space
|
Section 10(c)
|
ASR
|
Section 10(a)
|
Backhaul Operator
|
Section 19(c)
|
Backhaul Services
|
Section 19(c)
|
Casualty Notice
|
Section 30(a)
|
Disputes
|
Section 13(d)
|
Effective Date
|
Preamble
|
Effective Date Ground Space
|
Section 9(a)(i)
|
Effective Date Tower Space
|
Section 9(a)(ii)
|
Financial Advisors
|
Section 28(a)
|
Indemnifying Party
|
Section 13(c)(i)
|
Party
|
Preamble
|
Qualified Tower Operator
|
Section 16(a)(i)
|
Reserved T-Mobile Loading Capacity
|
Section 6(a)(ii)
|
Restorable Site
|
Section 30(a)
|
Sales Transaction
|
Recitals
|
Site Engineering Application
|
Section 9(e)(i)
|
Subsequent Use
|
Section 8(a)
|
Termination Date
|
Section 3(b)
|
Termination Notice
|
Section 3(c)
|
Third Party Claim
|
Section 13(c)(i)
|
Third Party Communications Equipment
|
Section 6(a)(iii)
|
T-Mobile Assignee
|
Section 16(b)(i)
|
T-Mobile Collocation Rent
|
Section 4(a)
|
T-Mobile Collocation Rent Change Date
|
Section 4(a)
|
T-Mobile Collocation Space
|
Section 9(a)
|
T-Mobile Collocator Obligations
|
Section 35(a)
|
T-Mobile Modernization Reservation Period
|
Section 6(a)(ii)
|
T-Mobile Parent
|
Preamble
|
T-Mobile Primary Ground Space
|
Section 9(a)(i)
|
T-Mobile Primary Tower Space
|
Section 9(a)(ii)
|
T-Mobile Reserved Amount of Tower Equipment
|
Section 9(c)
|
T-Mobile Termination Right
|
Section 3(b)
|
T-Mobile Transfer
|
Section 16(b)(i)
|
Unused Existing Effective Date Capacity
|
Section 6(a)(ii)
|
Exhibit A
|
List of Sites
|
Exhibit B
|
List of Assignable Sites
|
Exhibit C
|
Form of Site Lease Agreement
|
Exhibit D
|
Form of Memorandum of Site Lease Agreement
|
Exhibit E
|
Hypothetical Equipment Configuration
|
Exhibit F
|
Form of Agreement and Consent
|
By:
|
/s/ David A. Miller
|
Name:
|
David A. Miller
|
Title:
|
EVP & General Counsel
|
By:
|
/s/ David A. Miller
|
Name:
|
David A. Miller
|
Title:
|
EVP & General Counsel
|
By:
|
/s/ Jay A. Brown
|
Name:
|
Jay A. Brown
|
Title:
|
Senior Vice President, Chief Financial Officer and Treasurer
|
By:
|
/s/ Jay A. Brown
|
Name:
|
Jay A. Brown
|
Title:
|
Senior Vice President, Chief Financial Officer and Treasurer
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Net Income (loss) attributable to CCIC stockholders
|
$
|
188,584
|
|
|
$
|
171,077
|
|
|
$
|
(310,940
|
)
|
|
$
|
(114,332
|
)
|
|
$
|
(104,727
|
)
|
Dividends on preferred stock and losses on purchases of preferred stock
|
(2,629
|
)
|
|
(22,940
|
)
|
|
(20,806
|
)
|
|
(20,806
|
)
|
|
(20,806
|
)
|
|||||
Net Income (loss) attributable to CCIC stockholders, after deduction of dividends on preferred stock and losses on purchases of preferred stock
|
185,955
|
|
|
148,137
|
|
|
(331,746
|
)
|
|
(135,138
|
)
|
|
(125,533
|
)
|
|||||
Weighted-average number of common shares outstanding (in thousands):
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic weighted-average number of common shares outstanding
|
289,285
|
|
|
283,821
|
|
|
286,764
|
|
|
286,622
|
|
|
282,007
|
|
|||||
Effect of assumed dilution from potential common shares relating to stock options and restricted stock awards
|
1,985
|
|
|
2,126
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Diluted weighted-average number of common shares outstanding
|
291,270
|
|
|
285,947
|
|
|
286,764
|
|
|
286,622
|
|
|
282,007
|
|
|||||
Net Income (loss) attributable to CCIC stockholders, after deduction of dividends on preferred stock, per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.64
|
|
|
$
|
0.52
|
|
|
$
|
(1.16
|
)
|
|
$
|
(0.47
|
)
|
|
$
|
(0.45
|
)
|
Diluted
|
$
|
0.64
|
|
|
$
|
0.52
|
|
|
$
|
(1.16
|
)
|
|
$
|
(0.47
|
)
|
|
$
|
(0.45
|
)
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Computation of earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes
|
$
|
100,827
|
|
|
$
|
179,807
|
|
|
$
|
(338,105
|
)
|
|
$
|
(190,523
|
)
|
|
$
|
(153,219
|
)
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges (as computed below)
|
727,472
|
|
|
620,871
|
|
|
600,295
|
|
|
551,288
|
|
|
458,477
|
|
|||||
Subtract:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest capitalized
|
(2,335
|
)
|
|
(265
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
825,964
|
|
|
$
|
800,413
|
|
|
$
|
262,190
|
|
|
$
|
360,765
|
|
|
$
|
305,258
|
|
Computation of fixed charges and combined fixed charges and preferred stock dividends and losses on purchases of preferred stock:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
491,184
|
|
|
$
|
404,968
|
|
|
$
|
406,222
|
|
|
$
|
386,447
|
|
|
$
|
332,058
|
|
Amortized premiums, discounts and capitalized expenses related to indebtedness
|
109,860
|
|
|
102,883
|
|
|
84,047
|
|
|
59,435
|
|
|
22,056
|
|
|||||
Interest capitalized
|
2,335
|
|
|
265
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest component of operating lease expense
|
124,093
|
|
|
112,755
|
|
|
110,026
|
|
|
105,406
|
|
|
104,363
|
|
|||||
Fixed charges
|
727,472
|
|
|
620,871
|
|
|
600,295
|
|
|
551,288
|
|
|
458,477
|
|
|||||
Dividends on preferred stock and losses on purchases of preferred stock
|
2,629
|
|
|
22,940
|
|
|
20,806
|
|
|
20,806
|
|
|
20,806
|
|
|||||
Combined fixed charges and preferred stock dividends and losses on purchases of preferred stock
|
$
|
730,101
|
|
|
$
|
643,811
|
|
|
$
|
621,101
|
|
|
$
|
572,094
|
|
|
$
|
479,283
|
|
Ratio of earnings to fixed charges
|
1.1
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
(Deficiency) excess of earnings to cover fixed charges
|
$
|
98,492
|
|
|
$
|
179,542
|
|
|
$
|
(338,105
|
)
|
|
$
|
(190,523
|
)
|
|
$
|
(153,219
|
)
|
Ratio of earnings to combined fixed charges and preferred stock dividends and losses on purchases of preferred stock
|
1.1
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
(Deficiency) excess of earnings to cover combined fixed charges and preferred stock dividends and losses on purchases of preferred stock
|
$
|
95,863
|
|
|
$
|
156,602
|
|
|
$
|
(358,911
|
)
|
|
$
|
(211,329
|
)
|
|
$
|
(174,025
|
)
|
Subsidiary
|
|
Jurisdiction of
Incorporation
|
CC Holdings GS V LLC
|
|
Delaware
|
CC Towers Guarantor LLC
|
|
Delaware
|
CC Towers Holding LLC
|
|
Delaware
|
CCGS Holdings Corp.
|
|
Delaware
|
CCTM1 LLC
|
|
Delaware
|
CCTM Holdings LLC
|
|
Delaware
|
CCTMO LLC
|
|
Delaware
|
Crown Atlantic Company LLC
|
|
Delaware
|
Crown Castle Atlantic LLC
|
|
Delaware
|
Crown Castle Australia Holdings Pty Limited
|
|
Australia
|
Crown Castle Australia Pty Ltd
|
|
Australia
|
Crown Castle CA Corp.
|
|
Delaware
|
Crown Castle GT Company LLC
|
|
Delaware
|
Crown Castle GT Corp.
|
|
Delaware
|
Crown Castle GT Holding Sub LLC
|
|
Delaware
|
Crown Castle MU LLC
|
|
Delaware
|
Crown Castle NG East Inc.
|
|
Delaware
|
Crown Castle NG Networks Inc.
|
|
Delaware
|
Crown Castle NG West Inc.
|
|
Delaware
|
Crown Castle Operating Company
|
|
Delaware
|
Crown Castle Operating LLC
|
|
Delaware
|
Crown Castle PT Inc.
|
|
Delaware
|
Crown Castle Solutions Corp.
|
|
Delaware
|
Crown Castle South LLC
|
|
Delaware
|
Crown Castle Towers 06-2 LLC
|
|
Delaware
|
Crown Castle Towers LLC
|
|
Delaware
|
Crown Castle USA Inc.
|
|
Pennsylvania
|
Crown Communication LLC (f/k/a Crown Communication Inc. d/b/a/ Crown Communications and CrownCom)
|
|
Delaware
|
Global Signal Acquisitions II LLC
|
|
Delaware
|
Global Signal Acquisitions III LLC
|
|
Delaware
|
Global Signal Acquisitions IV LLC
|
|
Delaware
|
Global Signal GP LLC
|
|
Delaware
|
Global Signal Holdings III LLC
|
|
Delaware
|
Global Signal Operating Partnership, L.P.
|
|
Delaware
|
MW Cell REIT 1 LLC
|
|
Delaware
|
NewPath Networks, Inc.
|
|
Delaware
|
Pinnacle Towers Acquisition LLC
|
|
Delaware
|
Pinnacle Towers Acquisition Holdings LLC
|
|
Delaware
|
Pinnacle Towers LLC
|
|
Delaware
|
WCP Wireless Site RE Funding LLC
|
|
Delaware
|
WCP Wireless Site RE Holdco LLC
|
|
Delaware
|
1.
|
I have reviewed this annual report on Form 10-K of Crown Castle International Corp. (“registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ W. Benjamin Moreland
|
W. Benjamin Moreland
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Crown Castle International Corp. (“registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Jay A. Brown
|
Jay A. Brown
|
Senior Vice President, Chief Financial Officer
and Treasurer
|
1)
|
the Report complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of
December 31, 2012
(the last date of the period covered by the Report).
|
/s/ W. Benjamin Moreland
|
W. Benjamin Moreland
|
President and Chief Executive Officer
|
February 12, 2013
|
/s/ Jay A. Brown
|
Jay A. Brown
|
Senior Vice President, Chief Financial Officer
|
and Treasurer
|
February 12, 2013
|