x
|
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
|
|
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 600, Houston Texas 77057-2261
|
||
(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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4.50% Mandatory Convertible Preferred Stock, Series A, $.01 par value
|
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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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||
•
|
We owned, leased or managed approximately
40,000
towers and
16,000
fiber miles in the United States, including Puerto Rico ("U.S.").
|
•
|
Approximately
56%
and
71%
of our towers are located in the 50 and 100 largest U.S. basic trading areas ("BTAs"), respectively. Our towers have a significant presence in each of the top 100 BTAs.
|
•
|
We owned, including fee interests and perpetual easements, land and other property interests (collectively, "land") on which approximately one-third of our site rental gross margin is derived, and we leased, subleased, managed or licensed (collectively, "leased") the land interests on which approximately two-thirds of our site rental gross margin is derived. The leases for the land interests under our towers had an average remaining life in excess of
30
years, weighted based on site rental gross margin.
|
•
|
Our customers include AT&T, T-Mobile, Verizon Wireless and Sprint, which collectively accounted for
90%
of our
2015
site rental revenues.
|
•
|
Site rental revenues represented
82%
of our
2015
consolidated net revenues and site rental gross margin represented
88%
of our 2015 consolidated gross margin.
|
•
|
Our site rental revenues are of a recurring nature, and typically in excess of 90% have been contracted for in a prior year, excluding the impact of current year acquisitions.
|
•
|
Our site rental revenues typically result from long-term leases 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 tenants, and (4) contractual escalations of the rental price.
|
•
|
Exclusive of renewals at the tenants' option, our tenant leases have a weighted-average remaining life of approximately
six
years and represent
$20 billion
of expected future cash inflows.
|
•
|
Grow cash flows from our wireless infrastructure.
We seek to maximize the site rental cash flows derived from our wireless infrastructure by adding tenants on our wireless infrastructure through long-term leases. We believe that the rapid growth in wireless connectivity will result in considerable future demand for our existing wireless infrastructure. We seek to maximize additional tenancy on our wireless infrastructure by working with wireless customers to quickly provide them access to our wireless infrastructure via new tenant additions or modifications of existing tenant equipment installations (collectively, "tenant additions") to enable them to expand coverage and capacity in order to meet increasing demand for wireless connectivity. We expect increases in our site rental cash flows from tenant additions and the related subsequent impact from contracted escalations to result in growth in our operating cash flows as our wireless infrastructure has relatively fixed operating costs (which tend to increase at the rate of inflation). Substantially all of our wireless infrastructure can accommodate additional tenancy, either as currently constructed or with appropriate modifications to the structure (which may include extensions or structural reinforcement), from which we expect to generate high incremental returns.
|
•
|
Return cash provided by operating activities to stockholders in the form of dividends
. We believe that distributing a meaningful portion of our cash provided by operating activities appropriately provides stockholders with increased certainty for a portion of expected long-term stockholder value while still retaining sufficient flexibility to invest in our business and deliver growth. We believe this decision reflects the translation of the high-quality, long-term contractual cash flows of our business into stable capital returns to stockholders.
|
•
|
Invest capital efficiently to grow cash flows and long-term dividends per share.
We seek to invest our available capital, including the net cash provided by our operating activities and external financing sources, in a manner that will increase long-term stockholder value on a risk-adjusted basis. Our historical investments have included the following (in no particular order):
|
◦
|
purchase shares of our common stock from time to time;
|
◦
|
acquire or construct wireless infrastructure;
|
◦
|
acquire land interests under towers;
|
◦
|
make improvements and structural enhancements to our existing wireless infrastructure; or
|
◦
|
purchase, repay or redeem our debt.
|
•
|
consumer demand for wireless connectivity;
|
•
|
availability or capacity of our wireless infrastructure or associated land interests;
|
•
|
location of our wireless infrastructure;
|
•
|
financial condition of our customers, including their profitability and availability or cost of capital;
|
•
|
willingness of our customers to maintain or increase their network investment or changes in their capital allocation strategy;
|
•
|
availability and cost of spectrum for commercial use;
|
•
|
increased use of network sharing, roaming, joint development, or resale agreements by our customers;
|
•
|
mergers or consolidations among our customers;
|
•
|
changes in, or success of, our customers' business models;
|
•
|
governmental regulations, including local or state restrictions on the proliferation of wireless infrastructure;
|
•
|
cost of constructing wireless infrastructure;
|
•
|
technological changes, including those (1) affecting the number or type of wireless infrastructure needed to provide wireless connectivity to a given geographic area or which may otherwise serve as substitute or alternative to our wireless infrastructure or (2) resulting in the obsolescence or decommissioning of certain existing wireless networks; or
|
•
|
our ability to efficiently satisfy our customers' service requirements.
|
•
|
we may be more vulnerable to general adverse economic or industry conditions;
|
•
|
we may find it more difficult to obtain additional financing to fund discretionary investments or other general corporate requirements or to refinance our existing indebtedness;
|
•
|
we are or will be required to dedicate a substantial portion of our cash flows from operations to the payment of principal or interest on our debt, thereby reducing the available cash flows to fund other projects, including the discretionary investments discussed in "
Item 1. Business
";
|
•
|
we may have limited flexibility in planning for, or reacting to, changes in our business or in the industry;
|
•
|
we may have a competitive disadvantage relative to other companies in our industry with less debt;
|
•
|
we may be adversely impacted by changes in interest rates;
|
•
|
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;
|
•
|
we may be limited in our ability to take advantage of strategic business opportunities, including wireless infrastructure development or mergers and acquisitions; or
|
•
|
we could fail to remain qualified for taxation as a REIT as a result of limitations on our ability to declare and pay dividends to stockholders as a result of restrictive covenants in our debt instruments or the terms of our 4.50% Mandatory Convertible Preferred Stock, Series A ("Convertible Preferred Stock").
|
•
|
disrupt our business relationships with our customers, depending on the nature of or counterparty to such transactions and activities;
|
•
|
direct the time or attention of management away from other business operations;
|
•
|
fail to achieve revenue or margin targets, operational synergies or other benefits contemplated;
|
•
|
increase operational risk or volatility in our business; or
|
•
|
result in current or prospective employees experiencing uncertainty about their future roles with us, which might adversely affect our ability to retain or attract key managers or other employees.
|
•
|
Approximately
23%
of our towers are leased or subleased or operated and managed under a master prepaid lease or other related agreements with AT&T for a weighted-average initial term of approximately 28 years, weighted on site rental gross margin. We have the option to purchase the leased and subleased towers from AT&T at the end of the respective lease or sublease terms for aggregate option payments of approximately $4.2 billion, which payments, if exercised, would be due between 2032 and 2048.
|
•
|
Approximately
16%
of our towers are leased or subleased or operated and managed for an initial period of 32 years (through May 2037) under master leases, subleases or other agreements with Sprint. We have the option to purchase in 2037 all (but not less than all) of the leased and subleased Sprint towers from Sprint for approximately $2.3 billion.
|
•
|
Approximately
15%
of our towers are leased or subleased or operated and managed under a master prepaid lease or other related agreements with T-Mobile for a weighted-average initial term of approximately 28 years, weighted on site rental gross margin. We have the option to purchase the leased and subleased towers from T-Mobile at the end of the respective lease or sublease terms for aggregate option payments of approximately $2.0 billion, which payments, if exercised, would be due between 2035 and 2049. In addition, through the T-Mobile Acquisition, there are another approximately
1%
of our towers subject to a lease and sublease or other related arrangements with AT&T. We have the option to purchase these towers that we do not otherwise already own at the end of their respective lease terms for aggregate option payments of up to approximately $405 million, which payments, if exercised, would be due between 2018 and 2032 (less than $10 million would be due before 2025).
|
•
|
competition;
|
•
|
the timing and amount of customer network investments;
|
•
|
the rate and volume of customer deployment plans;
|
•
|
unforeseen delays or challenges relating to work performed;
|
•
|
economic weakness or uncertainty;
|
•
|
our market share; or
|
•
|
changes in the size, scope, or volume of work performed.
|
•
|
a staggered board of directors, which is currently being phased out but will not be fully declassified until our annual meeting of stockholders in May 2016;
|
•
|
the authority of the board of directors to issue preferred stock without approval of the holders of our common stock; and
|
•
|
advance notice requirements for director nominations or actions to be taken at annual meetings.
|
•
|
we will not be allowed a deduction for dividends paid to stockholders in computing our taxable income;
|
•
|
we will be subject to federal and state income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates; and
|
•
|
if such failure to qualify occurs after the effective date of our election to be taxed as a REIT for U.S. federal income tax purposes, we would be disqualified from re-electing REIT status for the four taxable years following the year during which we were so disqualified.
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
High
(a)
|
|
Low
(a)
|
||||
2015:
|
|
|
|
||||
First Quarter
|
$
|
89.44
|
|
|
$
|
78.57
|
|
Second Quarter
|
87.46
|
|
|
80.11
|
|
||
Third Quarter
|
86.56
|
|
|
75.78
|
|
||
Fourth Quarter
|
88.18
|
|
|
78.28
|
|
||
2014:
|
|
|
|
||||
First Quarter
|
$
|
76.54
|
|
|
$
|
68.44
|
|
Second Quarter
|
77.95
|
|
|
71.29
|
|
||
Third Quarter
|
81.00
|
|
|
72.53
|
|
||
Fourth Quarter
|
84.97
|
|
|
74.45
|
|
(a)
|
Prices per share reflect the high and low sale prices per share, unadjusted for common stock dividends declared and paid. See notes
12
and
19
to our consolidated financial statements.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
|
|||||
|
|
(In thousands)
|
|
|
|
|
|
|
|||||
October 1 - October 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
November 1 - November 30, 2015
|
|
1
|
|
|
85.74
|
|
|
—
|
|
|
—
|
|
|
December 1 - December 31, 2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
1
|
|
|
$
|
85.74
|
|
|
—
|
|
|
—
|
|
|
|
Years Ended December 31,
|
||||||||||||||||
Company/Index/Market
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
||||||
Crown Castle International Corp.
|
|
100.00
|
|
|
102.21
|
|
|
164.64
|
|
|
167.53
|
|
|
184.04
|
|
|
210.42
|
|
S&P 500 Market Index
|
|
100.00
|
|
|
102.11
|
|
|
118.45
|
|
|
156.82
|
|
|
178.28
|
|
|
180.75
|
|
DJ US Telecommunications Equipment Index
|
|
100.00
|
|
|
92.10
|
|
|
101.08
|
|
|
122.75
|
|
|
141.42
|
|
|
126.14
|
|
FTSE NAREIT All Equity REITs Index
|
|
100.00
|
|
|
108.29
|
|
|
129.73
|
|
|
133.44
|
|
|
170.83
|
|
|
177.18
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2015
|
(a)
|
2014
|
(a)
|
2013
|
(a)
|
2012
|
|
2011
|
||||||||||
|
(In thousands of dollars, except per share amounts)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Site rental
|
$
|
3,018,413
|
|
|
$
|
2,866,613
|
|
|
$
|
2,371,380
|
|
|
$
|
2,001,049
|
|
|
$
|
1,744,993
|
|
Network services and other
|
645,438
|
|
|
672,143
|
|
|
494,371
|
|
|
285,287
|
|
|
161,522
|
|
|||||
Net revenues
|
3,663,851
|
|
|
3,538,756
|
|
|
2,865,751
|
|
|
2,286,336
|
|
|
1,906,515
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs of operations
(b)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Site rental
|
963,869
|
|
|
906,152
|
|
|
686,873
|
|
|
503,661
|
|
|
446,868
|
|
|||||
Network services and other
|
357,557
|
|
|
400,454
|
|
|
304,144
|
|
|
173,762
|
|
|
96,057
|
|
|||||
Total costs of operations
|
1,321,426
|
|
|
1,306,606
|
|
|
991,017
|
|
|
677,423
|
|
|
542,925
|
|
|||||
General and administrative
|
310,921
|
|
|
257,296
|
|
|
213,519
|
|
|
184,911
|
|
|
151,737
|
|
|||||
Asset write-down charges
|
33,468
|
|
|
14,246
|
|
|
13,595
|
|
|
15,226
|
|
|
21,986
|
|
|||||
Acquisition and integration costs
|
15,678
|
|
|
34,145
|
|
|
25,574
|
|
|
18,216
|
|
|
3,310
|
|
|||||
Depreciation, amortization and accretion
|
1,036,178
|
|
|
985,781
|
|
|
741,342
|
|
|
591,428
|
|
|
522,681
|
|
|||||
Operating income (loss)
|
946,180
|
|
|
940,682
|
|
|
880,704
|
|
|
799,132
|
|
|
663,876
|
|
|||||
Interest expense and amortization of deferred financing costs
|
(527,128
|
)
|
|
(573,291
|
)
|
|
(589,630
|
)
|
|
(601,031
|
)
|
|
(507,264
|
)
|
|||||
Gains (losses) on retirement of long-term obligations
|
(4,157
|
)
|
|
(44,629
|
)
|
|
(37,127
|
)
|
|
(131,974
|
)
|
|
—
|
|
|||||
Interest income
|
1,906
|
|
|
315
|
|
|
956
|
|
|
4,089
|
|
|
187
|
|
|||||
Other income (expense)
|
57,028
|
|
|
11,993
|
|
|
(3,902
|
)
|
|
(5,363
|
)
|
|
(5,603
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
473,829
|
|
|
335,070
|
|
|
251,001
|
|
|
64,853
|
|
|
151,196
|
|
|||||
Benefit (provision) for income taxes
(c)
|
51,457
|
|
|
11,244
|
|
|
(191,000
|
)
|
|
60,144
|
|
|
(6,126
|
)
|
|||||
Income (loss) from continuing operations
|
525,286
|
|
|
346,314
|
|
|
60,001
|
|
|
124,997
|
|
|
145,070
|
|
|||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from discontinued operations, net of tax
|
19,690
|
|
|
52,460
|
|
|
33,900
|
|
|
75,891
|
|
|
26,390
|
|
|||||
Net gain (loss) from disposal of discontinued operations, net of tax
|
979,359
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
999,049
|
|
|
52,460
|
|
|
33,900
|
|
|
75,891
|
|
|
26,390
|
|
|||||
Net income (loss)
|
1,524,335
|
|
|
398,774
|
|
|
93,901
|
|
|
200,888
|
|
|
171,460
|
|
|||||
Less: Net income (loss) attributable to the noncontrolling interest
|
3,343
|
|
|
8,261
|
|
|
3,790
|
|
|
12,304
|
|
|
383
|
|
|||||
Net income (loss) attributable to CCIC stockholders
|
1,520,992
|
|
|
390,513
|
|
|
90,111
|
|
|
188,584
|
|
|
171,077
|
|
|||||
Dividends on preferred stock and losses on purchases of preferred stock
|
(43,988
|
)
|
|
(43,988
|
)
|
|
(11,363
|
)
|
|
(2,629
|
)
|
|
(22,940
|
)
|
|||||
Net income (loss) attributable to CCIC common stockholders
|
$
|
1,477,004
|
|
|
$
|
346,525
|
|
|
$
|
78,748
|
|
|
$
|
185,955
|
|
|
$
|
148,137
|
|
Income (loss) from continuing operations attributable to CCIC common stockholders, per common share - basic
(d)
|
$
|
1.45
|
|
|
$
|
0.91
|
|
|
$
|
0.16
|
|
|
$
|
0.42
|
|
|
$
|
0.43
|
|
Income (loss) from continuing operations attributable to CCIC common stockholders, per common share - diluted
(d)
|
$
|
1.44
|
|
|
$
|
0.91
|
|
|
$
|
0.16
|
|
|
$
|
0.42
|
|
|
$
|
0.43
|
|
Weighted-average common shares outstanding (in thousands):
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
(d)(f)
|
333,002
|
|
|
332,302
|
|
|
298,083
|
|
|
289,285
|
|
|
283,821
|
|
|||||
Diluted
(d)(f)
|
334,062
|
|
|
333,265
|
|
|
299,293
|
|
|
291,270
|
|
|
285,947
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends/distributions declared per share
|
$
|
3.35
|
|
|
$
|
1.87
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2015
|
(a)
|
2014
|
(a)
|
2013
|
(a)
|
2012
|
|
2011
|
||||||||||
|
(In thousands of dollars, except per share amounts)
|
||||||||||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Summary cash flow information:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used for) operating activities
|
$
|
1,794,025
|
|
|
$
|
1,600,197
|
|
|
$
|
1,171,059
|
|
|
$
|
710,984
|
|
|
$
|
585,539
|
|
Net cash provided by (used for) investing activities
|
(1,959,734
|
)
|
|
(1,216,709
|
)
|
|
(5,459,285
|
)
|
|
(4,152,200
|
)
|
|
(384,254
|
)
|
|||||
Net cash provided by (used for) financing activities
|
(935,476
|
)
|
|
(462,987
|
)
|
|
4,063,133
|
|
|
3,786,803
|
|
|
(275,712
|
)
|
|||||
Ratio of earnings to fixed charges
(e)
|
1.6
|
|
|
1.4
|
|
|
1.3
|
|
|
1.1
|
|
|
1.2
|
|
|||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
178,810
|
|
|
$
|
151,312
|
|
|
$
|
200,526
|
|
|
$
|
405,682
|
|
|
$
|
59,767
|
|
Property and equipment, net
|
9,580,057
|
|
|
8,982,783
|
|
|
8,764,031
|
|
|
6,714,481
|
|
|
4,662,245
|
|
|||||
Total assets
|
22,036,245
|
|
|
21,143,276
|
|
|
20,594,908
|
|
|
16,088,709
|
|
|
10,545,096
|
|
|||||
Total debt and other long-term obligations
|
12,249,238
|
|
|
11,920,861
|
|
|
11,594,500
|
|
|
11,611,242
|
|
|
6,885,699
|
|
|||||
Total CCIC stockholders' equity
(f)
|
7,089,221
|
|
|
6,716,225
|
|
|
6,926,717
|
|
|
2,938,748
|
|
|
2,386,245
|
|
(a)
|
Inclusive of the impact of acquisitions. See note
4
to our consolidated financial statements for a discussion of our acquisitions during 2013, 2014, and 2015. In addition, during 2012, we acquired (1) rights to approximately 7,100 towers through the T-Mobile Acquisition and (2) NextG Networks, Inc., the then largest U.S operator of outdoor DAS, a type of small cells.
|
(b)
|
Exclusive of depreciation, amortization and accretion, which are shown separately.
|
(c)
|
See note
11
to our consolidated financial statements regarding our income taxes, including our REIT election.
|
(d)
|
Basic net income (loss) attributable to CCIC common stockholders, per common share excludes dilution and is computed by dividing net income (loss) attributable to CCIC common stockholders by the weighted-average number of common shares outstanding during the period. Diluted income (loss) attributable to CCIC common stockholders, per common share is computed by dividing net income (loss) attributable to CCIC common stockholders by the weighted-average number of common shares outstanding during the period plus any potential dilutive common share equivalents, including shares issuable (1) upon the vesting of unvested restricted stock awards ("RSAs") and unvested restricted stock units ("RSUs"), as determined under the treasury stock method and (2) upon conversion of our Convertible Preferred Stock, as determined under the if-converted method. See note
2
to our consolidated financial statements.
|
(e)
|
For purposes of computing the ratio of earnings to fixed charges, earnings represent income (loss) before income taxes and fixed charges less interest capitalized. Fixed charges consist of interest expense, amortized premiums, discounts and capitalized expenses related to indebtedness, interest capitalized and the interest component of operating lease expense.
|
(f)
|
In October 2013, we issued 41.4 million shares of common stock, which generated net proceeds of $3.0 billion, and approximately 9.8 million shares of Convertible Preferred Stock, which generated net proceeds of $950.9 million, to partially fund the AT&T Acquisition (collectively, "October 2013 Equity Financings"). See notes
4
and
12
to our consolidated financial statements regarding the AT&T Acquisition and October 2013 Equity Financings.
|
•
|
Effective January 1, 2014, we commenced operating as a REIT for U.S. federal income tax purposes (see
"Item 1. Business—2015 Industry Highlights and Company Developments—REIT Election").
|
•
|
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 or other equipment on our wireless infrastructure.
|
◦
|
We expect existing and potential new wireless carrier demand for our wireless infrastructure will result from (1) new technologies, (2) increased usage of wireless applications (including mobile entertainment, mobile internet usage, and machine-to-machine applications), (3) adoption of other emerging and embedded wireless devices (including smartphones, laptops, tablets, and other devices), (4) increasing smartphone penetration, (5) wireless carrier focus on expanding quality and capacity, or (6) the availability of additional spectrum.
|
◦
|
Substantially all of our wireless infrastructure can accommodate additional tenancy, either as currently constructed or with appropriate modifications to the structure.
|
◦
|
Wireless carriers continue to invest in their networks.
|
◦
|
Our site rental revenues grew
$152 million
, or
5%
, from full year
2014
to
2015
. This growth was predominately comprised of the following, exclusive of the impact of straight-line accounting:
|
▪
|
An approximate 6% increase from new leasing activity.
|
▪
|
An approximate 3% increase from cash escalations.
|
▪
|
An approximate 4% decrease in site rental revenues caused by the non-renewal of tenant leases, primarily resulting from Sprint's decommissioning of its legacy Nextel iDEN network.
|
•
|
Site rental revenues under long-term tenant leases 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
six
years, exclusive of renewals at the tenant's option, currently representing approximately
$20 billion
of expected future cash inflows.
|
•
|
Revenues predominately from large wireless carriers
|
◦
|
Approximately
90%
of our site rental revenues were derived from AT&T, T-Mobile, Verizon, and Sprint. See also
"Item 1A. Risk Factors"
and note
16
to our consolidated financial statements.
|
•
|
Majority of land interests under our towers under long-term control
|
◦
|
Nearly
90%
and more than
75%
of our site rental gross margin is derived from towers that reside on land that we own or control for greater than ten and 20 years, respectively. The aforementioned amounts include towers that reside on land interests that are owned, including fee interests and perpetual easements, which represent approximately
one-third
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 tenant additions.
|
•
|
Minimal sustaining capital expenditure requirements
|
◦
|
Sustaining capital expenditures represented approximately
3%
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)
|
◦
|
After giving effect to our 2016 Refinancings described below,
81%
of our debt has fixed rate coupons.
|
◦
|
Our debt service coverage and leverage ratios were comfortably within their respective financial maintenance covenants. See
"Item 7. MD&A—Liquidity and Capital Resources—Debt Covenants"
for a further discussion of our debt covenants.
|
◦
|
During the second quarter 2015, we (1) issued $1.0 billion aggregate principal amount of the May 2015 tower revenue notes, (2) repaid $
250.0 million
of August 2010 tower revenue notes with an anticipated repayment date
|
◦
|
In January 2016, we completed a new senior unsecured $5.5 billion 2016 Credit Facility and utilized the proceeds, together with cash on hand, to repay all outstanding borrowings under the previously outstanding 2012 Credit Facility. See
"Item 7. MD&A—Liquidity and Capital Resources—Credit Facility."
|
◦
|
In February 2016, we issued $1.5 billion aggregate principal amount of investment grade senior unsecured notes and utilized the proceeds, along with cash on hand, to (1) repay in full all outstanding borrowings under the $1.0 billion Senior Unsecured 364-Day Revolving Credit Facility ("364-Day Facility")(and, in connection therewith, terminate all commitments thereunder), and (2) to repay $500.0 million of outstanding borrowings under the 2016 Revolver. See
"Item 7. MD&A—Liquidity and Capital Resources—Financing Activities."
|
◦
|
Collectively, the completion of the 2016 Credit Facility, the repayment of the 2012 Credit Facility, the issuance of $1.5 billion senior unsecured notes and the use of proceeds from such notes are referred to herein as the "2016 Refinancings."
|
•
|
Significant cash flows from operations
|
◦
|
Net cash provided by operating activities was
$1.8 billion
.
|
◦
|
We expect to grow our core business of providing access to our wireless infrastructure as a result of contractual escalators and anticipated demand for our wireless infrastructure.
|
•
|
Returning cash flows provided by operations to stockholders in the form of dividends (see also
"Item 1. Business"
)
|
◦
|
During 2015, we paid common stock dividends totaling approximately
$1.1 billion
. See
"Item 7. MD&A—General Overview—Common Stock Dividend"
for a discussion of the increase to our quarterly dividend in the fourth quarter of 2015.
|
•
|
Investing capital efficiently to grow long-term dividends per share (see also
"Item 1. Business"
)
|
◦
|
Discretionary capital expenditures of
$804.0 million
, including wireless infrastructure improvements in order to support additional site rentals, construction of wireless infrastructure, and land purchases. See also discussion of the Sunesys Acquisition below.
|
•
|
We expect that our full year
2016
site rental revenue growth will benefit from similar levels of tenant additions as in
2015
, as large wireless carriers continue to upgrade and enhance their networks, partially offset by an increase in non-renewals of tenant leases primarily resulting from anticipated non-renewals from our customers' decommissioning of the Acquired Networks. See
"Item 1A. Risk Factors"
for a further discussion of non-renewals. See note 15 to our consolidated financial statements.
|
•
|
We expect total capital expenditures for 2016 to equal or exceed 2015 levels with a continued increase in the construction of new small cells. We also expect sustaining capital expenditures of approximately 2% of net revenues for full year 2016.
|
|
Years Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
vs.
2014
|
|
2014
vs.
2013
|
||||||||
|
(In thousands of dollars)
|
|
|
|
|
||||||||||||
Net revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Site rental
|
$
|
3,018,413
|
|
|
$
|
2,866,613
|
|
|
$
|
2,371,380
|
|
|
5
|
%
|
|
21
|
%
|
Network services and other
|
645,438
|
|
|
672,143
|
|
|
494,371
|
|
|
(4
|
)%
|
|
36
|
%
|
|||
Net revenues
|
3,663,851
|
|
|
3,538,756
|
|
|
2,865,751
|
|
|
4
|
%
|
|
23
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Costs of operations
(a)
:
|
|
|
|
|
|
|
|
|
|
||||||||
Site rental
|
963,869
|
|
|
906,152
|
|
|
686,873
|
|
|
6
|
%
|
|
32
|
%
|
|||
Network services and other
|
357,557
|
|
|
400,454
|
|
|
304,144
|
|
|
(11
|
)%
|
|
32
|
%
|
|||
Total costs of operations
|
1,321,426
|
|
|
1,306,606
|
|
|
991,017
|
|
|
1
|
%
|
|
32
|
%
|
|||
General and administrative
|
310,921
|
|
|
257,296
|
|
|
213,519
|
|
|
21
|
%
|
|
21
|
%
|
|||
Asset write-down charges
|
33,468
|
|
|
14,246
|
|
|
13,595
|
|
|
*
|
|
|
*
|
|
|||
Acquisition and integration costs
|
15,678
|
|
|
34,145
|
|
|
25,574
|
|
|
*
|
|
|
*
|
|
|||
Depreciation, amortization and accretion
|
1,036,178
|
|
|
985,781
|
|
|
741,342
|
|
|
5
|
%
|
|
33
|
%
|
|||
Total operating expenses
|
2,717,671
|
|
|
2,598,074
|
|
|
1,985,047
|
|
|
5
|
%
|
|
31
|
%
|
|||
Operating income (loss)
|
946,180
|
|
|
940,682
|
|
|
880,704
|
|
|
1
|
%
|
|
7
|
%
|
|||
Interest expense and amortization of deferred financing costs
|
(527,128
|
)
|
|
(573,291
|
)
|
|
(589,630
|
)
|
|
(8
|
)%
|
|
(3
|
)%
|
|||
Gains (losses) on retirement of long-term obligations
|
(4,157
|
)
|
|
(44,629
|
)
|
|
(37,127
|
)
|
|
*
|
|
|
*
|
|
|||
Interest income
|
1,906
|
|
|
315
|
|
|
956
|
|
|
*
|
|
|
*
|
|
|||
Other income (expense)
|
57,028
|
|
|
11,993
|
|
|
(3,902
|
)
|
|
*
|
|
|
*
|
|
|||
Income (loss) from continuing operations before income taxes
|
473,829
|
|
|
335,070
|
|
|
251,001
|
|
|
*
|
|
|
*
|
|
|||
Benefit (provision) for income taxes
|
51,457
|
|
|
11,244
|
|
|
(191,000
|
)
|
|
*
|
|
|
*
|
|
|||
Income (loss) from continuing operations
|
525,286
|
|
|
346,314
|
|
|
60,001
|
|
|
*
|
|
|
*
|
|
|||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from discontinued operations, net of tax
|
19,690
|
|
|
52,460
|
|
|
33,900
|
|
|
*
|
|
|
*
|
|
|||
Net gain (loss) from disposal of discontinued operations, net of tax
|
979,359
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
*
|
|
|||
Income (loss) from discontinued operations, net of tax
|
999,049
|
|
|
52,460
|
|
|
33,900
|
|
|
*
|
|
|
*
|
|
|||
Net income (loss)
|
1,524,335
|
|
|
398,774
|
|
|
93,901
|
|
|
*
|
|
|
*
|
|
|||
Less: Net income (loss) attributable to the noncontrolling interest
|
3,343
|
|
|
8,261
|
|
|
3,790
|
|
|
*
|
|
|
*
|
|
|||
Net income (loss) attributable to CCIC stockholders
|
$
|
1,520,992
|
|
|
$
|
390,513
|
|
|
$
|
90,111
|
|
|
*
|
|
|
*
|
|
Dividends on preferred stock
|
$
|
(43,988
|
)
|
|
$
|
(43,988
|
)
|
|
$
|
(11,363
|
)
|
|
*
|
|
|
*
|
|
Net income (loss) attributable to CCIC common stockholders
|
$
|
1,477,004
|
|
|
$
|
346,525
|
|
|
$
|
78,748
|
|
|
|
|
|
*
|
Percentage is not meaningful
|
(a)
|
Exclusive of depreciation, amortization and accretion, which are shown separately.
|
|
As of December 31, 2015
|
|||||
|
Actual
|
As Adjusted
(c)
|
||||
|
(In thousands of dollars)
|
|||||
Cash and cash equivalents
(a)
|
$
|
178,810
|
|
$
|
119,789
|
|
Undrawn revolving credit facility availability
(b)
|
1,205,000
|
|
2,145,000
|
|
||
Restricted cash
|
135,731
|
|
135,731
|
|
||
Debt and other long-term obligations
|
12,249,238
|
|
12,099,749
|
|
||
Total equity
|
7,089,221
|
|
7,058,691
|
|
(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."
|
(c)
|
Amounts represent the Company's capitalization and liquidity position as of
December 31, 2015
, after giving effect to the receipt of the installment payment from the sale of CCAL in January 2016 and our 2016 Refinancings.
|
•
|
Our liquidity sources may include (1) cash on hand, (2) net cash provided by operating activities (net of cash interest payments), (3) undrawn availability from our 2016 Revolver, and (4) issuances of equity pursuant to our ATM Program. Our liquidity uses over the next 12 months are expected to include (1) debt service obligations of approximately
$89 million
(principal payments), (2) common stock dividend payments expected to be $3.54 per share, or an aggregate of approximately $
1.2 billion
, subject to future approval by our board of directors (see
"Item 7. MD&A—General Overview—Common Stock Dividend"
), (3) Convertible Preferred Stock dividend payments of approximately $45 million, and (4) sustaining and discretionary capital expenditures (expected to be equal to or greater than current levels). During the next 12 months, we expect that our liquidity sources should be sufficient to cover our expected uses. As CCIC is a holding company, this cash flow from operations is generated by our operating subsidiaries.
|
•
|
We have no scheduled contractual debt maturities other than principal payments on amortizing debt. See
"Item 7A. Quantitative and Qualitative Disclosures About Market Risk"
for a tabular presentation of our debt maturities as of
December 31, 2015
and a discussion of anticipated repayment dates.
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands of dollars)
|
||||||||||
Net cash provided by (used for):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
1,794,025
|
|
|
$
|
1,600,197
|
|
|
$
|
1,171,059
|
|
Investing activities
|
(1,959,734
|
)
|
|
(1,216,709
|
)
|
|
(5,459,285
|
)
|
|||
Financing activities
|
(935,476
|
)
|
|
(462,987
|
)
|
|
4,063,133
|
|
|||
Net increase (decrease) in cash and cash equivalents - continuing operations
|
(1,101,185
|
)
|
|
(79,499
|
)
|
|
(225,093
|
)
|
|||
Discontinued operations (see note 3):
|
|
|
|
|
|
||||||
Net cash provided by (used for) operating activities
|
2,700
|
|
|
65,933
|
|
|
66,597
|
|
|||
Net cash provided by (used for) financing activities
|
1,103,577
|
|
|
(26,196
|
)
|
|
(61,684
|
)
|
|||
Net increase (decrease) in cash and cash equivalents - discontinued operations
|
1,106,277
|
|
|
39,737
|
|
|
4,913
|
|
•
|
Discretionary capital expenditures are those capital expenditures made with respect to activities which we believe exhibit sufficient potential to enhance long-term stockholder value. They consist of improvements to existing wireless infrastructure, construction of new wireless infrastructure, and, to a lesser extent, purchases of land assets under towers as we seek to manage our interests in the land beneath our towers. Improvements to existing wireless infrastructure to accommodate tenant additions typically vary based on, among other factors: (1) the type of wireless infrastructure, (2) the scope, volume, and mix of work performed on the wireless infrastructure, (3) existing capacity prior to installation, or (4) changes in structural engineering regulations and standards. Our decisions regarding capital expenditures are influenced by the availability and cost of capital and expected returns on alternative uses of cash, such as payments of dividends and investments.
|
•
|
Sustaining capital expenditures consist of (1) corporate-related capital improvements and (2) maintenance on our wireless infrastructure assets that enable our customers' ongoing quiet enjoyment of the wireless infrastructure.
|
|
Years Ending December 31,
|
||||||||||||||||||||||||||
Contractual Obligations
(a)
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Totals
|
||||||||||||||
|
(In thousands of dollars)
|
||||||||||||||||||||||||||
Debt and other long-term obligations
(b)
|
$
|
88,521
|
|
|
$
|
597,262
|
|
|
$
|
131,301
|
|
|
$
|
135,534
|
|
|
$
|
199,535
|
|
|
$
|
10,954,173
|
|
|
$
|
12,106,326
|
|
Interest payments on debt and other long-term obligations
(c)(d)
|
472,356
|
|
|
537,172
|
|
|
541,848
|
|
|
539,537
|
|
|
612,709
|
|
|
8,129,002
|
|
|
10,832,624
|
|
|||||||
Lease obligations
(e)
|
564,114
|
|
|
571,325
|
|
|
575,605
|
|
|
579,376
|
|
|
580,894
|
|
|
7,669,357
|
|
|
10,540,671
|
|
|||||||
Total contractual obligations
|
$
|
1,124,991
|
|
|
$
|
1,705,759
|
|
|
$
|
1,248,754
|
|
|
$
|
1,254,447
|
|
|
$
|
1,393,138
|
|
|
$
|
26,752,532
|
|
|
$
|
33,479,621
|
|
(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, 2015
, are exclusive of estimated undiscounted future cash outlays for asset retirement obligations of approximately
$1.1 billion
. As of
December 31, 2015
, the net present value of these asset retirement obligations was approximately
$132.1 million
.
|
•
|
We are contractually obligated to pay or reimburse others for property taxes related to our wireless infrastructure.
|
•
|
We have the option to purchase approximately
54%
of our towers that are leased or subleased or operated and managed under master leases, subleases, and other agreements with AT&T, Sprint, and T-Mobile at the end of their respective lease terms. We have no obligation to exercise such purchase options. See note
1
to our consolidated financial statements.
|
•
|
We have legal obligations for open purchase order commitments obtained in the ordinary course of business that have not yet been fulfilled.
|
(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 two series of notes with principal amounts of $
350.0 million
and $
1.3 billion
, having anticipated repayment dates in 2017 and 2020, respectively. The August 2010 tower revenue notes consist of two series of notes with principal amounts of $
300.0 million
and $
1.0 billion
, having anticipated repayment dates in 2017 and 2020, respectively. See notes
8
and 19 to our consolidated financial statements for a discussion of our recent refinancing activities.
|
(c)
|
If the tower revenue notes are not repaid in full by the applicable anticipated repayment dates, the applicable interest rate increases by approximately 5% per annum and monthly principal payments commence using the Excess Cash Flow (as defined in the indenture governing the applicable tower revenue notes) of the issuers of the tower revenue notes. The tower revenue notes are presented based on their contractual maturity dates ranging from 2037 to 2045 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 (as defined in the indenture governing the applicable tower revenue notes) of the issuers of the tower revenue notes. The full year
2015
Excess Cash Flow (as defined in the indenture governing the applicable tower revenue notes) of the issuers of the tower revenue notes was approximately
$495.4 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.
|
(a)
|
Without consideration of the term of the tenant lease.
|
(b)
|
Inclusive of fee interests and perpetual easements.
|
Borrower / Issuer
|
Financial Maintenance Covenant
(a)(b)
|
Covenant Level Requirement
|
As of December 31, 2015
|
CCIC
|
Total Net Leverage Ratio
|
≤ 6.50x
|
5.4x
|
CCIC
|
Total Senior Secured Leverage Ratio
|
≤ 3.50x
|
2.5x
|
CCIC
|
Consolidated Interest Coverage Ratio
(c)
|
N/A
|
N/A
|
(a)
|
Failure to comply with the financial maintenance covenants would, absent a waiver, result in an event of default under the credit agreement governing our 2016 Credit Facility.
|
(b)
|
As defined in the credit agreement governing our 2016 Credit Facility.
|
(c)
|
Applicable solely to the extent that the senior unsecured debt rating by any two of S&P, Moody's and Fitch is lower than BBB-, Baa3 or BBB-, respectively. If applicable, the consolidated interest coverage ratio must be greater than or equal to 2.50.
|
(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 tenant or by tenant grouping for individually insignificant tenants, as appropriate.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income (loss)
|
$
|
1,524,335
|
|
|
$
|
398,774
|
|
|
$
|
93,901
|
|
Adjustments to increase (decrease) net income (loss):
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations
|
(999,049
|
)
|
|
(52,460
|
)
|
|
(33,900
|
)
|
|||
Asset write-down charges
|
33,468
|
|
|
14,246
|
|
|
13,595
|
|
|||
Acquisition and integration costs
|
15,678
|
|
|
34,145
|
|
|
25,574
|
|
|||
Depreciation, amortization and accretion
|
1,036,178
|
|
|
985,781
|
|
|
741,342
|
|
|||
Amortization of prepaid lease purchase price adjustments
|
20,531
|
|
|
19,972
|
|
|
15,472
|
|
|||
Interest expense and amortization of deferred financing costs
|
527,128
|
|
|
573,291
|
|
|
589,630
|
|
|||
Gains (losses) on retirement of long-term obligations
|
4,157
|
|
|
44,629
|
|
|
37,127
|
|
|||
Interest income
|
(1,906
|
)
|
|
(315
|
)
|
|
(956
|
)
|
|||
Other income (expense)
|
(57,028
|
)
|
|
(11,993
|
)
|
|
3,902
|
|
|||
Benefit (provision) for income taxes
|
(51,457
|
)
|
|
(11,244
|
)
|
|
191,000
|
|
|||
Stock-based compensation expense
|
67,148
|
|
|
56,431
|
|
|
39,031
|
|
|||
Adjusted EBITDA
(a)
|
$
|
2,119,183
|
|
|
$
|
2,051,257
|
|
|
$
|
1,715,718
|
|
(a)
|
The above reconciliation excludes the items included in the Company's Adjusted EBITDA definition which are not applicable to the periods shown.
|
•
|
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 lease revenue under our long-term leases, our ability to obtain and maintain our tenants, 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 segment;
|
•
|
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 (1) from 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
$12.1 billion
in existing debt, compared to $11.9 billion in the prior year;
|
•
|
our
$2.4 billion
of floating rate debt representing approximately
19%
of total debt, compared to 35% 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
|
||||||||||||||||||||||||||||||
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
|
Fair Value
(a)
|
||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||
Fixed rate debt
(c)
|
$
|
51,021
|
|
|
$
|
547,262
|
|
(f)
|
$
|
43,801
|
|
|
$
|
35,534
|
|
|
$
|
24,535
|
|
|
$
|
9,049,173
|
|
|
$
|
9,751,326
|
|
|
$
|
10,063,119
|
|
Average interest rate
(b)(c)(d)
|
4.4
|
%
|
|
2.6
|
%
|
|
4.8
|
%
|
|
5.0
|
%
|
|
5.2
|
%
|
|
6.9
|
%
|
|
6.6
|
%
|
|
|
|||||||||
Variable rate debt
(e)
|
$
|
37,500
|
|
|
$
|
50,000
|
|
|
$
|
87,500
|
|
|
$
|
100,000
|
|
|
$
|
175,000
|
|
|
$
|
1,905,000
|
|
|
$
|
2,355,000
|
|
|
$
|
2,355,000
|
|
Average interest rate
(e)
|
2.3
|
%
|
|
3.0
|
%
|
|
3.4
|
%
|
|
3.5
|
%
|
|
3.8
|
%
|
|
3.9
|
%
|
|
3.8
|
%
|
|
|
(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) and (d)).
|
(c)
|
The impact of principal payments that will commence following the anticipated repayment dates is not considered. The January 2010 tower revenue notes consist of two series of notes with principal amounts of $350.0 million and $1.3 billion, having anticipated repayment dates in 2017 and 2020, respectively. The August 2010 tower revenue notes consist of two series of notes with principal amounts of $300.0 million and $1.0 billion, having anticipated repayment dates in 2017 and 2020, respectively. See note
8
to our consolidated financial statements for a discussion of our issuance of $1.0 billion of the May 2015 tower revenue notes with anticipated repayment dates ranging between 2022 and 2025. See note 19 to our consolidated financial statements for a discussion of the Company's 2016 refinancing activities, including the issuance of the 2016 Senior Unsecured Notes.
|
(d)
|
If the tower revenue notes are not repaid in full by the applicable anticipated repayment dates, the applicable interest rate increases by approximately 5% per annum and monthly principal payments commence using the Excess Cash Flow (as defined in the indenture governing the applicable tower revenue notes) of the issuers of the tower revenue notes. The tower revenue notes are presented based on their contractual maturity dates ranging from 2037 to 2045 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
2015
Excess Cash Flow of the issuers of the tower revenue notes was approximately
$495.4 million
.
We currently expect to refinance these notes on or prior to the respective anticipated repayment dates.
|
(e)
|
Predominantly consists of $2.0 billion 2016 Term Loan A maturing in 2021. See note 19 to our consolidated financial statements.
|
(f)
|
Predominately consists of $500 million in aggregate principal amount of 2.381% secured notes due 2017.
|
|
|
|
Page
|
Consolidated Statement of Equity for each of the three years in the period ended December 31, 2015
|
|
Schedule II - Valuation and Qualifying Accounts
|
|
Schedule III - Schedule of Real Estate and Accumulated Depreciation
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
178,810
|
|
|
$
|
151,312
|
|
Restricted cash
|
130,731
|
|
|
147,411
|
|
||
Receivables, net of allowance of $9,574 and $10,037, respectively
|
313,296
|
|
|
313,308
|
|
||
Prepaid expenses
|
133,194
|
|
|
138,873
|
|
||
Other current assets
|
225,214
|
|
|
119,309
|
|
||
Assets from discontinued operations (see note 3)
|
—
|
|
|
412,783
|
|
||
Total current assets
|
981,245
|
|
|
1,282,996
|
|
||
Deferred site rental receivables
|
1,306,408
|
|
|
1,202,058
|
|
||
Property and equipment, net
|
9,580,057
|
|
|
8,982,783
|
|
||
Goodwill
|
5,513,551
|
|
|
5,196,485
|
|
||
Site rental contracts and customer relationships, net
|
3,421,180
|
|
|
3,287,144
|
|
||
Other intangible assets, net
|
358,735
|
|
|
394,407
|
|
||
Long-term prepaid rent, deferred financing costs and other assets, net
|
875,069
|
|
|
797,403
|
|
||
Total assets
|
$
|
22,036,245
|
|
|
$
|
21,143,276
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
159,629
|
|
|
$
|
162,397
|
|
Accrued interest
|
66,975
|
|
|
66,943
|
|
||
Deferred revenues
|
322,623
|
|
|
279,882
|
|
||
Other accrued liabilities
|
199,923
|
|
|
182,081
|
|
||
Current maturities of debt and other obligations
|
106,219
|
|
|
113,335
|
|
||
Liabilities from discontinued operations (see note 3)
|
—
|
|
|
127,493
|
|
||
Total current liabilities
|
855,369
|
|
|
932,131
|
|
||
Debt and other long-term obligations
|
12,143,019
|
|
|
11,807,526
|
|
||
Other long-term liabilities
|
1,948,636
|
|
|
1,666,391
|
|
||
Total liabilities
|
14,947,024
|
|
|
14,406,048
|
|
||
Commitments and contingencies (see note 14)
|
|
|
|
||||
CCIC stockholders' equity:
|
|
|
|
||||
Common stock, $.01 par value; 600,000,000 shares authorized; shares issued and outstanding: December 31, 2015—333,771,660 and December 31, 2014—333,856,632
|
3,338
|
|
|
3,339
|
|
||
4.50% Mandatory Convertible Preferred Stock, Series A, $.01 par value; 20,000,000 shares authorized; shares issued and outstanding: December 31, 2015 and 2014—9,775,000; aggregate liquidation value: December 31, 2015 and 2014—$977,500
|
98
|
|
|
98
|
|
||
Additional paid-in capital
|
9,548,580
|
|
|
9,512,396
|
|
||
Accumulated other comprehensive income (loss)
|
(4,398
|
)
|
|
15,820
|
|
||
Dividends/distributions in excess of earnings
|
(2,458,397
|
)
|
|
(2,815,428
|
)
|
||
Total CCIC stockholders' equity
|
7,089,221
|
|
|
6,716,225
|
|
||
Noncontrolling interest from discontinued operations
|
—
|
|
|
21,003
|
|
||
Total equity
|
7,089,221
|
|
|
6,737,228
|
|
||
Total liabilities and equity
|
$
|
22,036,245
|
|
|
$
|
21,143,276
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net revenues:
|
|
|
|
|
|
||||||
Site rental
|
$
|
3,018,413
|
|
|
$
|
2,866,613
|
|
|
$
|
2,371,380
|
|
Network services and other
|
645,438
|
|
|
672,143
|
|
|
494,371
|
|
|||
|
3,663,851
|
|
|
3,538,756
|
|
|
2,865,751
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Costs of operations
(a)
:
|
|
|
|
|
|
||||||
Site rental
|
963,869
|
|
|
906,152
|
|
|
686,873
|
|
|||
Network services and other
|
357,557
|
|
|
400,454
|
|
|
304,144
|
|
|||
General and administrative
|
310,921
|
|
|
257,296
|
|
|
213,519
|
|
|||
Asset write-down charges
|
33,468
|
|
|
14,246
|
|
|
13,595
|
|
|||
Acquisition and integration costs
|
15,678
|
|
|
34,145
|
|
|
25,574
|
|
|||
Depreciation, amortization and accretion
|
1,036,178
|
|
|
985,781
|
|
|
741,342
|
|
|||
Total operating expenses
|
2,717,671
|
|
|
2,598,074
|
|
|
1,985,047
|
|
|||
Operating income (loss)
|
946,180
|
|
|
940,682
|
|
|
880,704
|
|
|||
Interest expense and amortization of deferred financing costs
|
(527,128
|
)
|
|
(573,291
|
)
|
|
(589,630
|
)
|
|||
Gains (losses) on retirement of long-term obligations
|
(4,157
|
)
|
|
(44,629
|
)
|
|
(37,127
|
)
|
|||
Interest income
|
1,906
|
|
|
315
|
|
|
956
|
|
|||
Other income (expense)
|
57,028
|
|
|
11,993
|
|
|
(3,902
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
473,829
|
|
|
335,070
|
|
|
251,001
|
|
|||
Benefit (provision) for income taxes
|
51,457
|
|
|
11,244
|
|
|
(191,000
|
)
|
|||
Income (loss) from continuing operations
|
525,286
|
|
|
346,314
|
|
|
60,001
|
|
|||
Discontinued operations (see note 3):
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations, net of tax
|
19,690
|
|
|
52,460
|
|
|
33,900
|
|
|||
Net gain (loss) from disposal of discontinued operations, net of tax
|
979,359
|
|
|
—
|
|
|
—
|
|
|||
Income (loss) from discontinued operations, net of tax
|
999,049
|
|
|
52,460
|
|
|
33,900
|
|
|||
Net income (loss)
|
1,524,335
|
|
|
398,774
|
|
|
93,901
|
|
|||
Less: Net income (loss) attributable to the noncontrolling interest
|
3,343
|
|
|
8,261
|
|
|
3,790
|
|
|||
Net income (loss) attributable to CCIC stockholders
|
1,520,992
|
|
|
390,513
|
|
|
90,111
|
|
|||
Dividends on preferred stock
|
(43,988
|
)
|
|
(43,988
|
)
|
|
(11,363
|
)
|
|||
Net income (loss) attributable to CCIC common stockholders
|
$
|
1,477,004
|
|
|
$
|
346,525
|
|
|
$
|
78,748
|
|
Net income (loss)
|
$
|
1,524,335
|
|
|
$
|
398,774
|
|
|
$
|
93,901
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Interest rate swaps reclassified into results of operations, net of taxes
|
18,725
|
|
|
63,148
|
|
|
82,043
|
|
|||
Foreign currency translation adjustments
|
(14,137
|
)
|
|
(25,432
|
)
|
|
(45,714
|
)
|
|||
Amounts reclassified into discontinued operations for foreign currency translation adjustments (see note 3)
|
(25,678
|
)
|
|
—
|
|
|
—
|
|
|||
Total other comprehensive income (loss)
|
(21,090
|
)
|
|
37,716
|
|
|
36,329
|
|
|||
Comprehensive income (loss)
|
1,503,245
|
|
|
436,490
|
|
|
130,230
|
|
|||
Less: Comprehensive income (loss) attributable to the noncontrolling interest
|
—
|
|
|
6,545
|
|
|
1,940
|
|
|||
Comprehensive income (loss) attributable to CCIC stockholders
|
$
|
1,503,245
|
|
|
$
|
429,945
|
|
|
$
|
128,290
|
|
Net income (loss) attributable to CCIC common stockholders, per common share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations, basic
|
$
|
1.45
|
|
|
$
|
0.91
|
|
|
$
|
0.16
|
|
Income (loss) from discontinued operations, basic
|
$
|
2.99
|
|
|
$
|
0.13
|
|
|
$
|
0.10
|
|
Net income (loss) attributable to CCIC common stockholders, basic
|
$
|
4.44
|
|
|
$
|
1.04
|
|
|
$
|
0.26
|
|
Income (loss) from continuing operations, diluted
|
$
|
1.44
|
|
|
$
|
0.91
|
|
|
$
|
0.16
|
|
Income (loss) from discontinued operations, diluted
|
$
|
2.98
|
|
|
$
|
0.13
|
|
|
$
|
0.10
|
|
Net income (loss) attributable to CCIC common stockholders, diluted
|
$
|
4.42
|
|
|
$
|
1.04
|
|
|
$
|
0.26
|
|
Weighted-average common shares outstanding (in thousands):
|
|
|
|
|
|
||||||
Basic
|
333,002
|
|
|
332,302
|
|
|
298,083
|
|
|||
Diluted
|
334,062
|
|
|
333,265
|
|
|
299,293
|
|
|||
Dividends/distributions declared per share
|
$
|
3.35
|
|
|
$
|
1.87
|
|
|
$
|
—
|
|
(a)
|
Exclusive of depreciation, amortization and accretion shown separately.
|
|
Years Ended December 31,
|
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
$
|
525,286
|
|
|
$
|
346,314
|
|
|
$
|
60,001
|
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
|
|
|
|
|
|
|
||||||
Depreciation, amortization and accretion
|
1,036,178
|
|
|
985,781
|
|
|
741,342
|
|
|
|||
Gains (losses) on retirement of long-term obligations
|
4,157
|
|
|
44,629
|
|
|
37,127
|
|
|
|||
Gains (losses) on settled swaps
|
(54,475
|
)
|
|
—
|
|
|
—
|
|
|
|||
Amortization of deferred financing costs and other non-cash interest
|
37,126
|
|
|
80,854
|
|
|
99,245
|
|
|
|||
Stock-based compensation expense
|
60,773
|
|
|
51,497
|
|
|
39,030
|
|
|
|||
Asset write-down charges
|
33,468
|
|
|
14,246
|
|
|
13,595
|
|
|
|||
Deferred income tax benefit (provision)
|
(60,618
|
)
|
|
(21,859
|
)
|
|
174,269
|
|
|
|||
Other non-cash adjustments, net
|
(8,915
|
)
|
|
(25,679
|
)
|
|
2,974
|
|
|
|||
Changes in assets and liabilities, excluding the effects of acquisitions:
|
|
|
|
|
|
|
||||||
Increase (decrease) in accrued interest
|
32
|
|
|
1,361
|
|
|
12,990
|
|
|
|||
Increase (decrease) in accounts payable
|
(5,287
|
)
|
|
12,281
|
|
|
28,665
|
|
|
|||
Increase (decrease) in deferred revenues, deferred ground lease payables, other accrued liabilities and other liabilities
|
325,880
|
|
|
397,363
|
|
|
242,687
|
|
|
|||
Decrease (increase) in receivables
|
12,668
|
|
|
(77,116
|
)
|
|
(64,026
|
)
|
|
|||
Decrease (increase) in prepaid expenses, deferred site rental receivables, long-term prepaid rent, restricted cash and other assets
|
(112,248
|
)
|
|
(209,475
|
)
|
|
(216,840
|
)
|
|
|||
Net cash provided by (used for) operating activities
|
1,794,025
|
|
|
1,600,197
|
|
|
1,171,059
|
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Payment for acquisitions of businesses, net of cash acquired
|
(1,102,179
|
)
|
|
(461,651
|
)
|
|
(4,931,752
|
)
|
|
|||
Capital expenditures
|
(908,892
|
)
|
|
(758,535
|
)
|
|
(534,809
|
)
|
|
|||
Receipts from foreign currency swaps
|
54,475
|
|
|
—
|
|
|
—
|
|
|
|||
Other investing activities, net
|
(3,138
|
)
|
|
3,477
|
|
|
7,276
|
|
|
|||
Net cash provided by (used for) investing activities
|
(1,959,734
|
)
|
|
(1,216,709
|
)
|
|
(5,459,285
|
)
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
1,000,000
|
|
|
845,750
|
|
|
1,618,430
|
|
|
|||
Net proceeds from issuance of capital stock
|
—
|
|
|
—
|
|
|
2,980,586
|
|
|
|||
Net proceeds from issuance of preferred stock
|
—
|
|
|
—
|
|
|
950,886
|
|
|
|||
Principal payments on debt and other long-term obligations
|
(102,866
|
)
|
|
(116,426
|
)
|
|
(101,322
|
)
|
|
|||
Purchases and redemptions of long-term debt
|
(1,069,337
|
)
|
|
(836,899
|
)
|
|
(762,970
|
)
|
|
|||
Purchases of capital stock
|
(29,657
|
)
|
|
(21,872
|
)
|
|
(99,458
|
)
|
|
|||
Borrowings under revolving credit facility
|
1,790,000
|
|
|
1,019,000
|
|
|
976,032
|
|
|
|||
Payments under revolving credit facility
|
(1,360,000
|
)
|
|
(698,000
|
)
|
|
(1,855,032
|
)
|
|
|||
Payments for financing costs
|
(19,642
|
)
|
|
(15,899
|
)
|
|
(30,001
|
)
|
|
|||
Net (increase) decrease in restricted cash
|
16,458
|
|
|
30,010
|
|
|
385,982
|
|
|
|||
Dividends/distributions paid on common stock
|
(1,116,444
|
)
|
|
(624,297
|
)
|
|
—
|
|
|
|||
Dividends paid on preferred stock
|
(43,988
|
)
|
|
(44,354
|
)
|
|
—
|
|
|
|||
Net cash provided by (used for) financing activities
|
(935,476
|
)
|
|
(462,987
|
)
|
|
4,063,133
|
|
|
|||
Net increase (decrease) in cash and cash equivalents - continuing operations
|
(1,101,185
|
)
|
|
(79,499
|
)
|
|
(225,093
|
)
|
|
|||
Discontinued operations (see note 3):
|
|
|
|
|
|
|
||||||
Net cash provided by (used for) operating activities
|
2,700
|
|
|
65,933
|
|
|
66,597
|
|
|
|||
Net cash provided by (used for) investing activities
|
1,103,577
|
|
|
(26,196
|
)
|
|
(61,684
|
)
|
|
|||
Net increase (decrease) in cash and cash equivalents - discontinued operations
|
1,106,277
|
|
|
39,737
|
|
|
4,913
|
|
|
|||
Effect of exchange rate changes on cash
|
(1,902
|
)
|
|
(8,012
|
)
|
|
2,210
|
|
|
|||
Cash and cash equivalents at beginning of year
|
175,620
|
|
(a)
|
223,394
|
|
(a)
|
441,364
|
|
(a)
|
|||
Cash and cash equivalents at end of year
|
$
|
178,810
|
|
|
$
|
175,620
|
|
(a)
|
$
|
223,394
|
|
(a)
|
(a)
|
Inclusive of cash and cash equivalents included in discontinued operations.
|
|
CCIC Stockholders' Equity
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
Common Stock
|
|
4.50% Mandatory Convertible Preferred Stock
|
|
|
|
Accumulated Other Comprehensive Income
(Loss) ("AOCI")
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
|
Shares
|
|
($.01 Par)
|
|
Shares
|
|
($.01 Par)
|
|
Additional
Paid-In
Capital
|
|
Foreign
Currency
Translation
Adjustments
|
|
Derivative
Instruments
|
|
Total AOCI
|
|
Dividends/Distributions in Excess of Earnings
|
|
Noncontrolling
interest from discontinued operations
|
|
Total
|
|||||||||||||||||||||
Balance, December 31, 2012
|
293,164,786
|
|
|
$
|
2,932
|
|
|
—
|
|
—
|
|
$
|
—
|
|
|
$
|
5,623,595
|
|
|
$
|
102,125
|
|
|
$
|
(163,916
|
)
|
|
$
|
(61,791
|
)
|
|
$
|
(2,625,990
|
)
|
|
$
|
12,518
|
|
|
$
|
2,951,264
|
|
Stock-based compensation related activity, net of forfeitures
|
934,691
|
|
|
9
|
|
|
—
|
|
—
|
|
—
|
|
|
39,021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,030
|
|
|||||||||
Purchases and retirement of capital stock
|
(1,429,461
|
)
|
|
(14
|
)
|
|
—
|
|
—
|
|
—
|
|
|
(99,444
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(99,458
|
)
|
|||||||||
Net proceeds from issuance of Common Stock
|
41,400,000
|
|
|
414
|
|
|
—
|
|
|
—
|
|
|
2,980,172
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,980,586
|
|
||||||||||
Net proceeds from issuance of preferred stock
|
—
|
|
|
—
|
|
|
9,775,000
|
|
|
98
|
|
|
950,788
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
950,886
|
|
||||||||||
Other comprehensive income (loss)
(a)
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
(43,864
|
)
|
|
82,043
|
|
|
38,179
|
|
|
—
|
|
|
(1,850
|
)
|
|
36,329
|
|
|||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
(11,363
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,363
|
)
|
|||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90,111
|
|
|
3,790
|
|
|
93,901
|
|
|||||||||
Balance, December 31, 2013
|
334,070,016
|
|
|
$
|
3,341
|
|
|
9,775,000
|
|
|
$
|
98
|
|
|
$
|
9,482,769
|
|
|
$
|
58,261
|
|
|
$
|
(81,873
|
)
|
|
$
|
(23,612
|
)
|
|
$
|
(2,535,879
|
)
|
|
$
|
14,458
|
|
|
$
|
6,941,175
|
|
(a)
|
See the consolidated statement of operations and comprehensive income (loss) for the components of "total other comprehensive income (loss)" and note
9
with respect to the reclassification adjustment.
|
|
CCIC Stockholders’ Equity
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
|
Common Stock
|
|
4.50% Mandatory Convertible Preferred Stock
|
|
|
|
AOCI
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
Shares
|
|
($.01 Par)
|
|
Shares
|
|
($.01 Par)
|
|
Additional
Paid-In
Capital
|
|
Foreign
Currency
Translation
Adjustments
|
|
Derivative
Instruments
|
|
Total AOCI
|
|
Dividends/Distributions in Excess of Earnings
|
|
Noncontrolling
interest from discontinued operations |
|
Total
|
||||||||||||||||||||
Balance, December 31, 2013
|
334,070,016
|
|
|
$
|
3,341
|
|
|
9,775,000
|
|
|
$
|
98
|
|
|
$
|
9,482,769
|
|
|
$
|
58,261
|
|
|
$
|
(81,873
|
)
|
|
$
|
(23,612
|
)
|
|
$
|
(2,535,879
|
)
|
|
$
|
14,458
|
|
|
$
|
6,941,175
|
|
Stock-based compensation related activity, net of forfeitures
|
79,490
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
51,496
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,497
|
|
|||||||||
Purchases and retirement of capital stock
|
(292,874
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(21,869
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,872
|
)
|
|||||||||
Other comprehensive income (loss)(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,716
|
)
|
|
63,148
|
|
|
39,432
|
|
|
—
|
|
|
(1,716
|
)
|
|
37,716
|
|
|||||||||
Common stock dividends/distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(626,074
|
)
|
|
—
|
|
|
(626,074
|
)
|
|||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,988
|
)
|
|
—
|
|
|
(43,988
|
)
|
|||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
390,513
|
|
|
8,261
|
|
|
398,774
|
|
|||||||||
Balance, December 31, 2014
|
333,856,632
|
|
|
$
|
3,339
|
|
|
9,775,000
|
|
|
$
|
98
|
|
|
$
|
9,512,396
|
|
|
$
|
34,545
|
|
|
$
|
(18,725
|
)
|
|
$
|
15,820
|
|
|
$
|
(2,815,428
|
)
|
|
$
|
21,003
|
|
|
$
|
6,737,228
|
|
(a)
|
See the consolidated statement of operations and comprehensive income (loss) for the components of "total other comprehensive income (loss)" and note
9
with respect to the reclassification adjustment.
|
|
CCIC Stockholders' Equity
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
Common Stock
|
|
4.50% Mandatory Convertible Preferred Stock
|
|
|
|
Accumulated Other Comprehensive Income
(Loss) ("AOCI")
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
|
Shares
|
|
($.01 Par)
|
|
Shares
|
|
($.01 Par)
|
|
Additional
Paid-In
Capital
|
|
Foreign
Currency
Translation
Adjustments
|
|
Derivative
Instruments
|
|
Total AOCI
|
|
Dividends/Distributions in Excess of Earnings
|
|
Noncontrolling
interest from discontinued operations |
|
Total
|
|||||||||||||||||||||
Balance, December 31, 2014
|
333,856,632
|
|
|
$
|
3,339
|
|
|
9,775,000
|
|
|
$
|
98
|
|
|
$
|
9,512,396
|
|
|
$
|
34,545
|
|
|
$
|
(18,725
|
)
|
|
$
|
15,820
|
|
|
$
|
(2,815,428
|
)
|
|
$
|
21,003
|
|
|
$
|
6,737,228
|
|
|
Stock-based compensation related activity, net of forfeitures
|
251,554
|
|
|
2
|
|
|
—
|
|
—
|
|
—
|
|
|
65,838
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,840
|
|
|||||||||
Purchases and retirement of capital stock
|
(336,526
|
)
|
|
(3
|
)
|
|
—
|
|
—
|
|
—
|
|
|
(29,654
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,657
|
)
|
|||||||||
Other comprehensive income (loss)
(a)
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
(38,943
|
)
|
|
18,725
|
|
|
(20,218
|
)
|
|
—
|
|
|
(872
|
)
|
|
(21,090
|
)
|
|||||||||
Disposition of CCAL
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,474
|
)
|
|
(23,474
|
)
|
|||||||||
Common stock dividends/distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,119,973
|
)
|
|
—
|
|
|
(1,119,973
|
)
|
||||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,988
|
)
|
|
—
|
|
|
(43,988
|
)
|
|||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,520,992
|
|
|
3,343
|
|
|
1,524,335
|
|
|||||||||
Balance, December 31, 2015
|
333,771,660
|
|
|
$
|
3,338
|
|
|
9,775,000
|
|
|
$
|
98
|
|
|
$
|
9,548,580
|
|
|
$
|
(4,398
|
)
|
|
$
|
—
|
|
|
$
|
(4,398
|
)
|
|
$
|
(2,458,397
|
)
|
|
$
|
—
|
|
|
$
|
7,089,221
|
|
(a)
|
See the consolidated statement of operations and comprehensive income (loss) for the components of "total other comprehensive income (loss)" and note
9
with respect to the reclassification adjustment.
|
1.
|
Basis of Presentation
|
◦
|
Approximately
23%
of the Company's towers are leased or subleased or operated and managed under a master prepaid lease or other related agreements with AT&T for a weighted-average initial term of approximately
28
years, weighted on site rental gross margin. The Company has the option to purchase the leased and subleased towers from AT&T at the end of the respective lease or sublease terms for aggregate option payments of approximately
$4.2 billion
, which payments, if exercised, would be due between 2032 and 2048.
|
◦
|
Approximately
16%
of the Company's towers are leased or subleased or operated and managed for an initial period of
32
years (through May 2037) under master leases, subleases, or other agreements with Sprint. The Company has the option to purchase in 2037 all (but not less than all) of the leased and subleased Sprint towers from Sprint for approximately
$2.3 billion
.
|
◦
|
Approximately
15%
of the Company's towers are leased or subleased or operated and managed under a master prepaid lease or other related agreements with T-Mobile for a weighted-average initial term of approximately
28
years, weighted on site rental gross margin. The Company has the option to purchase the leased and subleased towers from T-Mobile at the end of the respective lease or sublease terms for aggregate option payments of approximately
$2.0 billion
, which payments, if exercised would be due between 2035 and 2049. In addition, through the T-Mobile Acquisition (as defined in note
4
), there are another approximately
1%
of the Company's towers subject to a lease and sublease or other related arrangements with AT&T. The Company has the option to purchase these towers that it does not otherwise already own at the end of their respective lease terms for aggregate option payments of up to approximately
$405 million
, which payments, if exercised, would be due between 2018 and 2032 (less than
$10 million
would be due before 2025).
|
2.
|
Summary of Significant Accounting Policies
|
|
For the years ended December 31,
|
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
||||||
Net cash provided by (used from) operating activities
|
$
|
3,974
|
|
|
$
|
6,148
|
|
|
$
|
(1,637
|
)
|
|
Net cash provided by (used from) investing activities
|
$
|
(3,752
|
)
|
|
$
|
(44
|
)
|
|
$
|
8,067
|
|
|
Net cash provided by (used from) financing activities
|
$
|
16,458
|
|
|
$
|
30,011
|
|
|
$
|
385,982
|
|
(a)
|
(a)
|
Inclusive of $
316.6 million
of cash held by the trustee as of December 31, 2012 and subsequently released to retire the 7.75% Secured Notes in January 2013.
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Interest expense on debt obligations
|
$
|
490,002
|
|
|
$
|
492,437
|
|
|
$
|
490,385
|
|
Amortization of deferred financing costs
|
22,077
|
|
|
22,190
|
|
|
25,120
|
|
|||
Amortization of adjustments on long-term debt
|
(1,029
|
)
|
|
(3,628
|
)
|
|
8,541
|
|
|||
Amortization of interest rate swaps
|
18,725
|
|
|
63,148
|
|
|
64,928
|
|
|||
Capitalized interest
|
(4,805
|
)
|
|
(2,985
|
)
|
|
(1,832
|
)
|
|||
Other
|
2,158
|
|
|
2,129
|
|
|
2,488
|
|
|||
Total
|
$
|
527,128
|
|
|
$
|
573,291
|
|
|
$
|
589,630
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income (loss) from continuing operations
|
$
|
525,286
|
|
|
$
|
346,314
|
|
|
$
|
60,001
|
|
Dividends on preferred stock
|
(43,988
|
)
|
|
(43,988
|
)
|
|
(11,363
|
)
|
|||
Net income (loss) from continuing operations attributable to CCIC common stockholders for basic and diluted computations
|
$
|
481,298
|
|
|
$
|
302,326
|
|
|
$
|
48,638
|
|
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations, net of tax
|
999,049
|
|
|
52,460
|
|
|
33,900
|
|
|||
Less: Net income (loss) attributable to the noncontrolling interest
|
3,343
|
|
|
8,261
|
|
|
3,790
|
|
|||
Net income (loss) from discontinued operations attributable to CCIC common stockholders for basic and diluted computations
|
995,706
|
|
|
44,199
|
|
|
30,110
|
|
|||
|
|
|
|
|
|
||||||
Weighted-average number of common shares outstanding (in thousands):
|
|
|
|
|
|
||||||
Basic weighted-average number of common stock outstanding
|
333,002
|
|
|
332,302
|
|
|
298,083
|
|
|||
Effect of assumed dilution from potential common shares relating to RSAs and RSUs
|
1,060
|
|
|
963
|
|
|
1,210
|
|
|||
Diluted weighted-average number of common shares outstanding
|
334,062
|
|
|
333,265
|
|
|
299,293
|
|
|||
Net income (loss) attributable to CCIC common stockholders, per common share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations, basic
|
$
|
1.45
|
|
|
$
|
0.91
|
|
|
$
|
0.16
|
|
Income (loss) from discontinued operations, basic
|
$
|
2.99
|
|
|
$
|
0.13
|
|
|
$
|
0.10
|
|
Net income (loss) attributable to CCIC common stockholders, basic
|
$
|
4.44
|
|
|
$
|
1.04
|
|
|
$
|
0.26
|
|
Income (loss) from continuing operations, diluted
|
$
|
1.44
|
|
|
$
|
0.91
|
|
|
$
|
0.16
|
|
Income (loss) from discontinued operations, diluted
|
$
|
2.98
|
|
|
$
|
0.13
|
|
|
$
|
0.10
|
|
Net income (loss) attributable to CCIC common stockholders, diluted
|
$
|
4.42
|
|
|
$
|
1.04
|
|
|
$
|
0.26
|
|
3.
|
Discontinued Operations
|
|
|
As of December 31, 2014
|
||||||||||
Assets and liabilities related to discontinued operations:
|
|
|
|
|
|
|
||||||
Current assets
|
|
$
|
61,289
|
|
||||||||
Property and equipment
|
|
165,528
|
|
|||||||||
Other non-current assets
|
|
185,966
|
|
|||||||||
Total assets related to discontinued operations
|
|
$
|
412,783
|
|
||||||||
Current liabilities
|
|
94,297
|
|
|||||||||
Non-current liabilities
|
|
33,196
|
|
|||||||||
Total liabilities related to discontinued operations
|
|
$
|
127,493
|
|
||||||||
|
|
|
|
|
|
|
||||||
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
(b)(c)
|
|
2014
(b)
|
|
2013
(b)
|
||||||
Total revenues
|
|
$
|
65,293
|
|
|
$
|
151,128
|
|
|
$
|
156,633
|
|
Total cost of operations
(a)
|
|
17,498
|
|
|
43,860
|
|
|
55,779
|
|
|||
Depreciation, amortization, and accretion
|
|
10,168
|
|
|
27,283
|
|
|
32,873
|
|
|||
Total other expenses
|
|
10,481
|
|
|
26,921
|
|
|
26,453
|
|
|||
Pre-tax income from discontinued operations
|
|
27,146
|
|
|
53,064
|
|
|
41,528
|
|
|||
Benefit (provision) from income taxes
|
|
(7,456
|
)
|
|
(604
|
)
|
|
(7,628
|
)
|
|||
Net income (loss) from discontinued operations
(d)
|
|
$
|
19,690
|
|
|
$
|
52,460
|
|
|
$
|
33,900
|
|
(a)
|
Exclusive of depreciation, amortization, and accretion shown separately.
|
(b)
|
No interest expense has been allocated to discontinued operations.
|
(c)
|
CCAL results are through May 28, 2015, which was the closing date of the Company's sale of CCAL.
|
(d)
|
Exclusive of the
gain (loss) from disposal of discontinued operations, net of tax, as presented on the consolidated statement of operations.
|
Cash received from sale of CCAL
(a)
|
$
|
1,139,369
|
|
Installment payment receivable due January 2016
(a)
|
117,384
|
|
|
Total proceeds from sale of CCAL
|
$
|
1,256,753
|
|
Adjusted for:
|
|
||
Net assets and liabilities related to discontinued operations
(b)(c)
|
258,575
|
|
|
Transaction fees and expenses
|
23,059
|
|
|
Foreign currency translation reclassification adjustments
(d)
|
(25,678
|
)
|
|
Pre-tax gain (loss) from disposal of discontinued operations
|
1,000,797
|
|
|
Income taxes related to the sale of CCAL
|
(21,438
|
)
|
|
Gain (loss) from disposal of discontinued operations
|
$
|
979,359
|
|
(a)
|
Exclusive of foreign currency swaps and based on exchange rates as of May 28, 2015, which was the closing date of the Company's sale of CCAL. See note
9
. The impact of fluctuations in the exchange rate subsequent to the closing date are reflected as a component of "other income (expense)" on the Company's consolidated statement of operations.
|
(b)
|
Represents net assets attributable to CCIC, net of the disposition of noncontrolling interest of $
23.5 million
.
|
(c)
|
Inclusive of $
11.1 million
of cash.
|
(d)
|
Represents foreign currency translation adjustments previously included in "accumulated other comprehensive income (loss)" on the consolidated balance sheet and reclassified to "net gain (loss) from disposal of discontinued operations, net of tax" on the consolidated statement of operations and comprehensive income (loss).
|
4.
|
Acquisitions
|
|
Twelve Months Ended
December 31,
|
|
||
|
2013
|
|
||
Net revenues
|
$
|
3,420,736
|
|
(a)
|
Income (loss) before income taxes
|
$
|
242,617
|
|
(b)(c)
|
Benefit (provision) for income taxes
|
$
|
(178,663
|
)
|
(c)(d)
|
Net income (loss)
|
$
|
63,954
|
|
(b)(c)
|
Basic net income (loss) attributable to CCIC common stockholders, per common share
|
$
|
0.05
|
|
|
Diluted net income (loss) attributable to CCIC common stockholders, per common share
|
$
|
0.05
|
|
|
(a)
|
Amount is inclusive of pro forma adjustments to increase net revenues of
$211.1 million
related to net revenues that the Company expects to recognize from AT&T under AT&T's contracted lease of space on the towers acquired in the AT&T Acquisition.
|
(b)
|
Amounts are inclusive of pro forma adjustments to increase depreciation and amortization of
$218.3 million
related to property and equipment and intangibles recorded as a result of the AT&T Acquisition.
|
(c)
|
Amounts include the impact of the interest expense associated with the related debt financings as well as the October 2013 Equity Financings.
|
(d)
|
Pro forma adjustments reflect the federal statutory rate and an estimated state rate. No adjustment was made related to the Company's REIT election. See note
11
.
|
(a)
|
The preliminary purchase price allocation for the Sunesys Acquisition resulted in the recognition of goodwill based on the Company's expectation to leverage the Sunesys fiber footprint to support new small cell networks. The Sunesys fiber is complementary to the Company's existing fiber assets and is located where the Company expects to see wireless carrier network investments.
|
(b)
|
Assets acquired in the Sunesys Acquisition are included in the Company's REIT and as such, no deferred taxes were recorded in connection with the Sunesys Acquisition.
|
5.
|
Property and Equipment
|
|
Estimated Useful Lives
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
|||||
Land
(a)
|
—
|
|
$
|
1,617,919
|
|
|
$
|
1,491,640
|
|
Buildings
|
40 years
|
|
86,760
|
|
|
58,491
|
|
||
Towers and small cells
|
1-20 years
|
|
12,856,115
|
|
|
11,782,715
|
|
||
Information technology assets and other
|
2-7 years
|
|
239,332
|
|
|
199,834
|
|
||
Construction in process
|
—
|
|
578,806
|
|
|
502,499
|
|
||
Total gross property and equipment
|
|
|
15,378,932
|
|
|
14,035,179
|
|
||
Less: accumulated depreciation
|
|
|
(5,798,875
|
)
|
|
(5,052,396
|
)
|
||
Total property and equipment, net
|
|
|
$
|
9,580,057
|
|
|
$
|
8,982,783
|
|
(a)
|
Includes land owned in fee and perpetual easements.
|
6.
|
Goodwill and Intangible Assets
|
Balance as of December 31, 2013
|
$
|
4,902,950
|
|
Adjustments to AT&T Acquisition purchase price allocation
|
134,242
|
|
|
Additions due to other acquisitions
|
159,362
|
|
|
Other adjustments, net
|
(69
|
)
|
|
Balance as of December 31, 2014
|
$
|
5,196,485
|
|
Additions due to Sunesys Acquisition
(a)
|
325,696
|
|
|
Additions due to other acquisitions
|
41,542
|
|
|
Adjustments to purchase price allocations, net
|
(50,172
|
)
|
|
Balance as of December 31, 2015
|
$
|
5,513,551
|
|
(a)
|
The purchase price allocation for the Sunesys Acquisition resulted in the recognition of goodwill
based on the Company's expectation to leverage the Sunesys fiber footprint to support new small cell networks. The Sunesys fiber is complementary to the Company's existing fiber assets and is located where the Company expects to see wireless carrier network investments.
See note
4
.
|
|
For Years Ended December 31,
|
||||||||||
Classification
|
2015
|
|
2014
|
|
2013
|
||||||
Depreciation, amortization and accretion
|
$
|
251,443
|
|
|
$
|
242,967
|
|
|
$
|
197,906
|
|
Site rental costs of operations
|
20,420
|
|
|
22,105
|
|
|
10,197
|
|
|||
Total amortization expense
|
$
|
271,863
|
|
|
$
|
265,072
|
|
|
$
|
208,103
|
|
|
Years Ending December 31,
|
||||||||||||||||||
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
||||||||||
Estimated annual amortization
|
$
|
272,067
|
|
|
$
|
271,503
|
|
|
$
|
271,054
|
|
|
$
|
270,618
|
|
|
$
|
270,188
|
|
7.
|
Other Liabilities
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Deferred rental revenues
|
|
$
|
864,269
|
|
|
$
|
604,825
|
|
Deferred ground lease payable
|
|
467,411
|
|
|
406,732
|
|
||
Above market leases for land interests, net
|
|
242,893
|
|
|
272,694
|
|
||
Deferred credits, net
|
|
239,527
|
|
|
222,460
|
|
||
Asset retirement obligation (see note 14)
|
|
132,110
|
|
|
119,463
|
|
||
Deferred income tax liabilities
|
|
2,059
|
|
|
39,889
|
|
||
Other long-term liabilities
|
|
367
|
|
|
328
|
|
||
|
|
$
|
1,948,636
|
|
|
$
|
1,666,391
|
|
|
Years Ending December 31,
|
||||||||||||||||||
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
||||||||||
Above-market leases for land interests
|
$
|
21,302
|
|
|
$
|
20,236
|
|
|
$
|
19,458
|
|
|
$
|
18,645
|
|
|
$
|
17,569
|
|
|
Years Ending December 31,
|
||||||||||||||||||
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
||||||||||
Below-market tenant leases
|
$
|
35,359
|
|
|
$
|
34,071
|
|
|
$
|
31,028
|
|
|
$
|
27,833
|
|
|
$
|
26,116
|
|
8.
|
Debt and Other Obligations
|
|
Original
Issue Date
|
|
Contractual
Maturity
Date
|
|
Outstanding Balance as of December 31,
|
|
Stated
Interest Rate
as of
December 31,
|
|
|||||||
|
|
|
2015
|
|
2014
|
|
2015
|
(a)
|
|||||||
Bank debt – variable rate:
|
|
|
|
|
|
|
|
|
|
|
|||||
2012 Revolver
|
Jan. 2012
|
|
Jan. 2019
|
|
$
|
1,125,000
|
|
(b)
|
$
|
695,000
|
|
|
2.2
|
%
|
(c)
|
Tranche A Term Loans
|
Jan. 2012
|
|
Jan. 2019
|
|
629,375
|
|
|
645,938
|
|
|
2.2
|
%
|
(c)
|
||
Tranche B Term Loans
|
Jan. 2012
|
|
Jan. 2021
|
|
2,247,015
|
|
|
2,835,509
|
|
|
3.0
|
%
|
(d)
|
||
Total bank debt
|
|
|
|
|
4,001,390
|
|
|
4,176,447
|
|
|
|
|
|||
Securitized debt – fixed rate:
|
|
|
|
|
|
|
|
|
|
|
|||||
January 2010 Tower Revenue Notes
|
Jan. 2010
|
|
2037-2040
|
(e)
|
1,600,000
|
|
|
1,600,000
|
|
|
6.0
|
%
|
(e)
|
||
August 2010 Tower Revenue Notes
|
Aug. 2010
|
|
2037-2040
|
(e)
|
1,300,000
|
|
|
1,550,000
|
|
|
4.7
|
%
|
(e)
|
||
May 2015 Tower Revenue Notes
|
May 2015
|
|
2042-2045
|
(e)
|
1,000,000
|
|
|
—
|
|
|
3.5
|
%
|
(e)
|
||
2009 Securitized Notes
|
July 2009
|
|
2019/2029
|
(f)
|
141,592
|
|
|
160,822
|
|
|
7.6
|
%
|
|
||
WCP Securitized Notes
|
Nov. 2010
|
|
Nov. 2040
|
|
—
|
|
|
262,386
|
|
|
N/A
|
|
|
||
Total securitized debt
|
|
|
|
|
4,041,592
|
|
|
3,573,208
|
|
|
|
|
|||
Bonds – fixed rate:
|
|
|
|
|
|
|
|
|
|
|
|||||
5.25% Senior Notes
|
Oct. 2012
|
|
Jan. 2023
|
|
1,649,969
|
|
|
1,649,969
|
|
|
5.3
|
%
|
|
||
2012 Secured Notes
|
Dec. 2012
|
|
2017/2023
|
(h)
|
1,500,000
|
|
|
1,500,000
|
|
|
3.4
|
%
|
|
||
4.875% Senior Notes
|
Apr. 2014
|
|
Apr. 2022
|
|
846,522
|
|
|
846,062
|
|
|
4.9
|
%
|
|
||
Total bonds
|
|
|
|
|
3,996,491
|
|
|
3,996,031
|
|
|
|
|
|||
Other:
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital leases and other obligations
|
Various
|
|
Various
|
(g)
|
209,765
|
|
|
175,175
|
|
|
Various
|
|
(g)
|
||
Total debt and other obligations
|
|
|
|
|
12,249,238
|
|
|
11,920,861
|
|
|
|
|
|||
Less: current maturities and short-term debt and other current obligations
|
|
|
|
|
106,219
|
|
|
113,335
|
|
|
|
|
|||
Non-current portion of long-term debt and other long-term obligations
|
|
|
|
|
$
|
12,143,019
|
|
|
$
|
11,807,526
|
|
|
|
|
(a)
|
Represents the weighted-average stated interest rate.
|
(b)
|
As of
December 31, 2015
, the undrawn availability under the senior secured revolving credit facility ("2012 Revolver") was
$1.2 billion
. See note
19
.
|
(c)
|
The 2012 Revolver and tranche A term loans ("Tranche A Term Loans"), including the Incremental Tranche A Term Loans (as defined below) bear interest at a rate per annum equal to LIBOR plus a credit spread ranging from
1.5%
to
2.25%
, based on the CCOC total net leverage ratio. The Company pays a commitment fee of approximately
0.25%
per annum on the undrawn available amount under the 2012 Revolver.
|
(d)
|
The Tranche B Term Loans, including the Incremental Tranche B Term Loans and the Incremental Tranche B-2 Term Loans (defined below), bear interest at a rate per annum equal to LIBOR plus a credit spread range from
2.25%
to
2.50%
, based on CCOC's total net leverage ratio (with LIBOR subject to a floor of
0.75%
per annum).
|
(e)
|
If the respective series of the January 2010 Tower Revenue Notes, August 2010 Tower Revenue Notes and May 2015 Tower Revenue Notes (collectively, "Tower Revenue Notes") are not paid in full on or prior to an applicable anticipated repayment date, 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 Tower Revenue Notes, and additional interest (of an additional approximately
5%
per annum) will accrue on the respective Tower Revenue Notes. The January 2010 Tower Revenue Notes consist of two series of notes with principal amounts of
$350.0 million
and
$1.3 billion
, having anticipated repayment dates in 2017 and 2020, respectively. The August 2010 Tower Revenue Notes consist of two series of notes with principal amounts of
$300.0 million
and
$1.0 billion
, having anticipated repayment dates in 2017 and 2020, respectively. The May 2015 Tower Revenue Notes consist of two series of notes with principal amounts of
$300.0 million
and
$700.0 million
, having anticipated repayment dates in 2022 and 2025, respectively.
|
(f)
|
The 2009 Securitized Notes consist of $
71.6 million
of principal as of
December 31, 2015
that amortizes through 2019, and
$70.0 million
of principal as of
December 31, 2015
that amortizes during the period beginning in 2019 and ending in 2029.
|
(g)
|
The Company's capital leases and other obligations relate to land, fiber, vehicles, and other assets and bear interest rates ranging up to
10%
and mature in periods ranging from less than
one
year to approximately
30
years.
|
(h)
|
Consists of
$500.0 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").
|
◦
|
refinanced the then outstanding Tranche B Term Loans with new loans pursuant to the existing credit agreement in an aggregate principal amount of approximately
$1.6 billion
,
|
◦
|
borrowed
$800.0 million
of incremental tranche B term loans ("Incremental Tranche B Term Loans"),
|
◦
|
borrowed
$500.0 million
of incremental tranche B-2 term loans ("Incremental Tranche B-2 Term Loans"),
|
◦
|
borrowed
$200.0 million
of incremental tranche A term loans ("Incremental Tranche A Term Loans"),
|
◦
|
reduced the interest at a per annum rate under the 2012 Revolver and Tranche A Term Loans to LIBOR plus a credit spread ranging from
1.50%
to
2.25%
, based on CCOC's total net leverage ratio,
|
◦
|
utilized the proceeds of the Incremental Tranche B Term Loans to repay a portion of the amounts outstanding under the 2012 Revolver,
|
◦
|
utilized the borrowings under the 2012 Revolver to partially fund the AT&T Acquisition (see note
4
), and
|
◦
|
utilized the proceeds of the Incremental Tranche B-2 Term Loans and the Incremental Tranche A Term Loans to repay a portion of the amounts then outstanding under the 2012 Revolver.
|
•
|
In 2014, the Company amended its 2012 Credit Facility to extend the maturity date on a portion of the Tranche B Term Loans, including Incremental Tranche B Term Loans, to January 2021.
|
•
|
In 2015, the Company:
|
◦
|
amended its 2012 Credit Facility and increased the capacity of the 2012 Revolver to an aggregate revolving commitment of approximately
$2.3 billion
,
|
◦
|
repaid the portion of its Tranche B Term Loans that were due January 2019, which had an outstanding balance of
$564.1 million
, and
|
◦
|
utilized borrowings under the 2012 Revolver of
$835.0 million
, along with cash on hand, to fund the Sunesys Acquisition.
|
|
Years Ending December 31,
|
|
|
|
|
||||||||||||||||||||||||||||||
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total Cash Obligations
|
|
Net Unamortized Discounts
|
|
Total Debt and Other Obligations Outstanding
|
||||||||||||||||||
Scheduled contractual maturities
|
$
|
107,075
|
|
|
$
|
603,316
|
|
|
$
|
99,855
|
|
|
$
|
1,713,463
|
|
|
$
|
47,464
|
|
|
$
|
9,681,543
|
|
|
$
|
12,252,716
|
|
|
$
|
(3,478
|
)
|
|
$
|
12,249,238
|
|
|
Year Ending December 31, 2015
|
||||||||||
|
Principal Amount
|
|
Cash Paid
(a)
|
|
Gains (losses)
(b)
|
||||||
August 2010 Tower Revenue Notes
|
250,000
|
|
|
250,000
|
|
|
(159
|
)
|
|||
WCP Securitized Notes
|
252,830
|
|
|
252,830
|
|
|
2,105
|
|
|||
Tranche B Term Loans
|
564,137
|
|
|
564,137
|
|
|
(6,127
|
)
|
|||
Other
|
2,394
|
|
|
2,370
|
|
|
24
|
|
|||
Total
|
$
|
1,069,361
|
|
|
$
|
1,069,337
|
|
|
$
|
(4,157
|
)
|
(a)
|
Exclusive of accrued interest.
|
(b)
|
Inclusive of $
4.2 million
related to the net write off of deferred financing costs, premiums and discounts.
|
|
Year Ending December 31, 2014
|
||||||||||
|
Principal Amount
|
|
Cash Paid
(a)
|
|
Gains (losses)
(b)
|
||||||
January 2010 Tower Revenue Notes
|
300,000
|
|
|
302,990
|
|
|
(3,740
|
)
|
|||
7.125% Senior Notes
|
500,000
|
|
|
533,909
|
|
|
(40,889
|
)
|
|||
Total
|
$
|
800,000
|
|
|
$
|
836,899
|
|
|
$
|
(44,629
|
)
|
(a)
|
Exclusive of accrued interest.
|
(b)
|
The losses predominately relate to cash losses, including make whole payments and are inclusive of $
7.7 millio
n related to the write off of deferred financing costs and discounts.
|
|
Year Ending December 31, 2013
|
||||||||||
|
Principal Amount
|
|
Cash Paid
(a)
|
|
Gains (losses)
(c)
|
||||||
9% Senior Notes
|
314,170
|
|
|
332,045
|
|
|
(17,894
|
)
|
|||
7.75% Secured Notes
(b)
|
294,362
|
|
|
312,465
|
|
|
(18,103
|
)
|
|||
5.25% Senior Notes
|
30
|
|
|
30
|
|
|
—
|
|
|||
Tranche A Term Loans
|
87,489
|
|
|
87,489
|
|
|
(399
|
)
|
|||
Tranche B Term Loans
|
30,941
|
|
|
30,941
|
|
|
(490
|
)
|
|||
Other
|
—
|
|
|
—
|
|
|
(241
|
)
|
|||
Total
|
$
|
726,992
|
|
|
$
|
762,970
|
|
|
$
|
(37,127
|
)
|
(a)
|
Exclusive of accrued interest.
|
(b)
|
The redemption of the 7.75% Secured Notes was funded by the release of restricted cash.
|
(c)
|
The losses predominately relate to cash losses, including make whole payments.
|
9.
|
Swaps
|
Item Swapped
|
|
Notional
Amount
|
|
Forward Rate
|
|
Start Date
|
|
End Date
|
|
Pay Amount
|
|
Receive Amount
|
|
Fair Value at
December 31, 2015
|
|
May 2015 cash receipt from sale of CCAL
|
|
A$1,400,000
|
|
0.8072
|
|
May 2015
|
|
June 2015
|
|
Australian Dollar
|
|
US Dollar
|
|
N/A
|
(a)
|
Installment payment from Buyer
|
|
A$155,000
|
|
0.79835
|
|
May 2015
|
|
January 2016
|
|
Australian Dollar
|
|
US Dollar
|
|
$10,749
|
(b)
|
(a)
|
In conjunction with closing the CCAL sale on May 28, 2015, the Company cash settled the swap with a notional value of Australian dollar $
1.4 billion
and recorded a gain on foreign currency swaps of $
54.5 million
, which is included as a component of "other income (expense)" on the Company's consolidated statement of operations.
|
(b)
|
As of
December 31, 2015
, the Company marked-to-market the swap with a notional value of Australian dollar $
155 million
and recorded (1) an asset within "other current assets" on the Company's consolidated balance sheet and (2) a corresponding gain on foreign currency swaps
, which is included as a component of "other income (expense)"
on the Company's consolidated statement of operations.
In January 2016, the previously outstanding swap related to the installment payment received from the Buyer was settled.
|
10.
|
Fair Value Disclosures
|
|
Level in Fair Value Hierarchy
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
1
|
|
$
|
178,810
|
|
|
$
|
178,810
|
|
|
$
|
151,312
|
|
|
$
|
151,312
|
|
Restricted cash
|
1
|
|
135,731
|
|
|
135,731
|
|
|
152,411
|
|
|
152,411
|
|
||||
Foreign currency swaps
|
2
|
|
10,749
|
|
|
10,749
|
|
|
—
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Debt and other obligations
|
2
|
|
$
|
12,249,238
|
|
|
$
|
12,555,143
|
|
|
$
|
11,920,861
|
|
|
$
|
12,286,161
|
|
11.
|
Income Taxes
|
(a)
|
Inclusive of income (loss) before income taxes from Puerto Rico.
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
495
|
|
|
$
|
213
|
|
|
$
|
684
|
|
Foreign
|
(5,675
|
)
|
|
(6,413
|
)
|
|
(5,110
|
)
|
|||
State
|
(3,981
|
)
|
|
(4,415
|
)
|
|
(12,305
|
)
|
|||
Total current
|
(9,161
|
)
|
|
(10,615
|
)
|
|
(16,731
|
)
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
44,716
|
|
|
23,070
|
|
|
(164,769
|
)
|
|||
Foreign
|
(1,048
|
)
|
|
(819
|
)
|
|
(130
|
)
|
|||
State
|
16,950
|
|
|
(392
|
)
|
|
(9,370
|
)
|
|||
Total deferred
|
60,618
|
|
|
21,859
|
|
|
(174,269
|
)
|
|||
Total tax benefit (provision)
|
$
|
51,457
|
|
|
$
|
11,244
|
|
|
$
|
(191,000
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Benefit (provision) for income taxes at statutory rate
|
$
|
(165,840
|
)
|
|
$
|
(117,274
|
)
|
|
$
|
(87,850
|
)
|
Tax effect of foreign income (losses)
|
(527
|
)
|
|
(4,296
|
)
|
|
(3,277
|
)
|
|||
Tax adjustment related to REIT operations
|
186,649
|
|
|
132,951
|
|
|
—
|
|
|||
Tax adjustment related to the REIT election
(a)
|
—
|
|
|
—
|
|
|
(67,395
|
)
|
|||
Tax adjustment related to the inclusion of small cells in the REIT
(b)
|
33,759
|
|
|
—
|
|
|
—
|
|
|||
Expenses for which no federal tax benefit was recognized
|
(414
|
)
|
|
(463
|
)
|
|
(9,570
|
)
|
|||
Valuation allowances
|
3,000
|
|
|
9,000
|
|
|
—
|
|
|||
State tax (provision) benefit, net of federal
|
1,210
|
|
|
(3,136
|
)
|
|
(14,852
|
)
|
|||
Foreign tax
|
(6,723
|
)
|
|
(7,232
|
)
|
|
(5,240
|
)
|
|||
Other
|
343
|
|
|
1,694
|
|
|
(2,816
|
)
|
|||
|
$
|
51,457
|
|
|
$
|
11,244
|
|
|
$
|
(191,000
|
)
|
(a)
|
Inclusive of a
$39.8 million
adjustment during the year ended December 31, 2013 to reclassify a deferred tax charge from AOCI to the provision for income taxes.
|
(b)
|
During the fourth quarter of 2015, the Company de-recognized the net deferred tax liabilities related to the Company's small cells previously included in one or more TRSs in conjunction with the inclusion of small cells in the REIT in January 2016.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Property and equipment
|
$
|
334
|
|
|
$
|
167,491
|
|
Deferred site rental receivable
|
5,742
|
|
|
18,320
|
|
||
Intangible assets
|
—
|
|
|
102,624
|
|
||
Total deferred income tax liabilities
|
6,076
|
|
|
288,435
|
|
||
Deferred income tax assets:
|
|
|
|
||||
Intangible assets
|
40,654
|
|
|
—
|
|
||
Net operating loss carryforwards
|
7,891
|
|
|
133,096
|
|
||
Deferred ground lease payable
|
1,312
|
|
|
1,627
|
|
||
Accrued liabilities
|
4,183
|
|
|
158,813
|
|
||
Receivables allowance
|
196
|
|
|
1,459
|
|
||
Other
|
1,252
|
|
|
1,278
|
|
||
Valuation allowances
|
(1,994
|
)
|
|
(21,038
|
)
|
||
Total deferred income tax assets, net
|
53,494
|
|
|
275,235
|
|
||
Net deferred income tax asset (liabilities)
|
$
|
47,418
|
|
|
$
|
(13,200
|
)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
Classification
|
Gross
|
|
Valuation
Allowance
|
|
Net
|
|
Gross
|
|
Valuation
Allowance
|
|
Net
|
||||||||||||
Federal
|
$
|
48,273
|
|
|
$
|
—
|
|
|
$
|
48,273
|
|
|
$
|
6,557
|
|
|
$
|
(3,000
|
)
|
|
$
|
3,557
|
|
State
|
1,203
|
|
|
—
|
|
|
1,203
|
|
|
462
|
|
|
(16,208
|
)
|
|
(15,746
|
)
|
||||||
Foreign
|
(64
|
)
|
|
(1,994
|
)
|
|
(2,058
|
)
|
|
819
|
|
|
(1,830
|
)
|
|
(1,011
|
)
|
||||||
Total
|
$
|
49,412
|
|
|
$
|
(1,994
|
)
|
|
$
|
47,418
|
|
|
$
|
7,838
|
|
|
$
|
(21,038
|
)
|
|
$
|
(13,200
|
)
|
|
Years Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Balance at beginning of year
|
$
|
8,333
|
|
|
$
|
14,089
|
|
Additions based on prior year tax positions
|
212
|
|
|
286
|
|
||
Reductions as a result of the lapse of statute limitations
|
(1,775
|
)
|
|
(6,042
|
)
|
||
Balance at end of year
|
$
|
6,770
|
|
|
$
|
8,333
|
|
12.
|
Equity
|
Equity Type
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Dividends Per Share
|
|
Aggregate
Payment
Amount
(In millions)
|
|
||||
Common Stock
|
|
February 12, 2015
|
|
March 20, 2015
|
|
March 31, 2015
|
|
$
|
0.820
|
|
|
$
|
274.7
|
|
(a)
|
Common Stock
|
|
May 29, 2015
|
|
June 19, 2015
|
|
June 30, 2015
|
|
$
|
0.820
|
|
|
$
|
274.5
|
|
(a)
|
Common Stock
|
|
July 30, 2015
|
|
September 18, 2015
|
|
September 30, 2015
|
|
$
|
0.820
|
|
|
$
|
274.3
|
|
(a)
|
Common Stock
|
|
October 19, 2015
|
|
December 18, 2015
|
|
December 31, 2015
|
|
$
|
0.885
|
|
|
$
|
296.5
|
|
(a)
|
Convertible Preferred Stock
|
|
December 22, 2014
|
|
January 15, 2015
|
|
February 2, 2015
|
|
$
|
1.125
|
|
|
$
|
11.0
|
|
|
Convertible Preferred Stock
|
|
March 27, 2015
|
|
April 15, 2015
|
|
May 1, 2015
|
|
$
|
1.125
|
|
|
$
|
11.0
|
|
|
Convertible Preferred Stock
|
|
June 21, 2015
|
|
July 15, 2015
|
|
August 3, 2015
|
|
$
|
1.125
|
|
|
$
|
11.0
|
|
|
Convertible Preferred Stock
|
|
September 23, 2015
|
|
October 15, 2015
|
|
November 2, 2015
|
|
$
|
1.125
|
|
|
$
|
11.0
|
|
|
Convertible Preferred Stock
|
|
December 16, 2015
|
|
January 16, 2016
|
|
February 1, 2016
|
|
$
|
1.125
|
|
|
$
|
11.0
|
|
(b)
|
(a)
|
Inclusive of dividends accrued for holders of unvested RSUs.
|
(b)
|
Represents amount paid on February 1, 2016 based on holders of record on January 16, 2016.
|
Equity Type
|
|
Payment Date
|
|
Dividends Per Share
|
|
Ordinary Taxable Dividend Per Share
|
|
Qualified Taxable Dividend Per Share
(a)
|
|
Long-Term Capital Gain Distribution Per Share
|
||||||||
Common Stock
|
|
March 31, 2015
|
|
$
|
0.820
|
|
|
$
|
0.227
|
|
|
$
|
0.035
|
|
|
$
|
0.593
|
|
Common Stock
|
|
June 30, 2015
|
|
$
|
0.820
|
|
|
$
|
0.227
|
|
|
$
|
0.035
|
|
|
$
|
0.593
|
|
Common Stock
|
|
September 30, 2015
|
|
$
|
0.820
|
|
|
$
|
0.227
|
|
|
$
|
0.035
|
|
|
$
|
0.593
|
|
Common Stock
|
|
December 31, 2015
|
|
$
|
0.885
|
|
|
$
|
0.245
|
|
|
$
|
0.038
|
|
|
$
|
0.640
|
|
Convertible Preferred Stock
|
|
February 2, 2015
|
|
$
|
1.125
|
|
|
$
|
0.312
|
|
|
$
|
0.048
|
|
|
$
|
0.813
|
|
Convertible Preferred Stock
|
|
May 1, 2015
|
|
$
|
1.125
|
|
|
$
|
0.312
|
|
|
$
|
0.048
|
|
|
$
|
0.813
|
|
Convertible Preferred Stock
|
|
August 3, 2015
|
|
$
|
1.125
|
|
|
$
|
0.312
|
|
|
$
|
0.048
|
|
|
$
|
0.813
|
|
Convertible Preferred Stock
|
|
November 2, 2015
|
|
$
|
1.125
|
|
|
$
|
0.312
|
|
|
$
|
0.048
|
|
|
$
|
0.813
|
|
(a)
|
Qualified taxable dividend amounts are included in ordinary taxable dividend amounts.
|
13.
|
Stock-based Compensation
|
|
RSAs
|
|
RSUs
|
||
|
(In thousands)
|
|
(In thousands)
|
||
Outstanding at the beginning of year
|
1,440
|
|
|
950
|
|
Granted
|
—
|
|
|
1,027
|
|
Vested
|
(770
|
)
|
|
(176
|
)
|
Forfeited
|
(7
|
)
|
|
(24
|
)
|
Outstanding at end of year
|
663
|
|
|
1,777
|
|
|
Years Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Risk-free rate
|
1.0
|
%
|
|
0.7
|
%
|
|
0.4
|
%
|
Expected volatility
|
19
|
%
|
|
22
|
%
|
|
23
|
%
|
Expected dividend rate
|
4.21
|
%
|
|
1.93
|
%
|
|
—
|
%
|
Years Ended December 31,
|
|
Total Shares
Vested
|
|
Fair Value on
Vesting Date
|
|||
|
|
(In thousands
of shares)
|
|
|
|||
2015
|
|
946
|
|
|
$
|
83,244
|
|
2014
|
|
842
|
|
|
62,686
|
|
|
2013
|
|
978
|
|
|
66,666
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Stock-based compensation expense:
|
|
|
|
|
|
||||||
Site rental costs of operations
|
$
|
8,969
|
|
|
$
|
6,565
|
|
|
$
|
1,193
|
|
Network services and other costs of operations
|
5,370
|
|
|
4,889
|
|
|
1,799
|
|
|||
General and administrative expenses
|
52,809
|
|
|
44,977
|
|
|
36,038
|
|
|||
Total stock-based compensation
|
$
|
67,148
|
|
|
$
|
56,431
|
|
|
$
|
39,030
|
|
14.
|
Commitments and Contingencies
|
15.
|
Operating Leases
|
|
Years Ending December 31,
|
||||||||||||||||||||||||||
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Tenant leases
|
$
|
2,824,247
|
|
|
$
|
2,757,293
|
|
|
$
|
2,675,956
|
|
|
$
|
2,548,699
|
|
|
$
|
2,391,202
|
|
|
$
|
6,890,891
|
|
|
$
|
20,088,288
|
|
|
Years Ending December 31,
|
||||||||||||||||||||||||||
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Operating leases
|
$
|
564,114
|
|
|
$
|
571,325
|
|
|
$
|
575,605
|
|
|
$
|
579,376
|
|
|
$
|
580,894
|
|
|
$
|
7,669,357
|
|
|
$
|
10,540,671
|
|
16.
|
Operating Segments and Concentrations of Credit Risk
|
|
Years Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
AT&T
(a)
|
27
|
%
|
|
26
|
%
|
|
23
|
%
|
T-Mobile
(a)
|
22
|
%
|
|
21
|
%
|
|
24
|
%
|
Verizon Wireless
|
21
|
%
|
|
18
|
%
|
|
17
|
%
|
Sprint
(a)
|
19
|
%
|
|
25
|
%
|
|
28
|
%
|
Total
|
89
|
%
|
|
90
|
%
|
|
92
|
%
|
(a)
|
All periods presented are after giving effect to recent customer consolidation activity, including T-Mobile's acquisition of MetroPCS (completed in April 2013), Sprint's acquisition of Clearwire (completed in July 2013), and AT&T's acquisition of Leap Wireless (completed in March 2014).
|
17.
|
Supplemental Cash Flow Information
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
489,970
|
|
|
$
|
491,076
|
|
|
$
|
477,395
|
|
Income taxes paid
|
28,771
|
|
|
18,770
|
|
|
15,591
|
|
|||
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Increase (decrease) in accounts payable for purchases of property and equipment
|
(7,042
|
)
|
|
11,407
|
|
|
(1,082
|
)
|
|||
Purchase of property and equipment under capital leases and installment land purchases
|
60,270
|
|
|
43,609
|
|
|
57,361
|
|
|||
Installment payment receivable for sale of CCAL (see note 3)
|
117,384
|
|
|
—
|
|
|
—
|
|
18.
|
Quarterly Financial Information (Unaudited)
|
|
Three Months Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2015:
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
900,471
|
|
|
$
|
899,437
|
|
|
$
|
918,107
|
|
|
$
|
945,836
|
|
Operating income (loss)
|
244,911
|
|
|
240,731
|
|
|
230,802
|
|
|
229,736
|
|
||||
Gains (losses) on retirement of long-term obligations
|
24
|
|
|
(4,181
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit (provision) for income taxes
(a)
|
1,435
|
|
|
4,144
|
|
|
3,801
|
|
|
42,077
|
|
||||
Net income (loss) attributable to CCIC stockholders
|
122,791
|
|
|
1,153,360
|
|
|
103,779
|
|
|
141,062
|
|
||||
Net income (loss) attributable to CCIC common stockholders, per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.34
|
|
|
$
|
3.43
|
|
|
$
|
0.28
|
|
|
$
|
0.39
|
|
Diluted
|
$
|
0.34
|
|
|
$
|
3.42
|
|
|
$
|
0.28
|
|
|
$
|
0.39
|
|
|
Three Months Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2014:
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
841,763
|
|
|
$
|
878,242
|
|
|
$
|
892,883
|
|
|
$
|
925,868
|
|
Operating income (loss)
|
239,207
|
|
|
217,178
|
|
|
239,052
|
|
|
245,245
|
|
||||
Gains (losses) on retirement of long-term obligations
|
—
|
|
|
(44,629
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit (provision) for income taxes
|
3,040
|
|
|
3,101
|
|
|
1,977
|
|
|
3,126
|
|
||||
Net income (loss) attributable to CCIC stockholders
|
101,497
|
|
|
34,009
|
|
|
106,937
|
|
|
148,070
|
|
||||
Net income (loss) attributable to CCIC common stockholders, per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.27
|
|
|
$
|
0.07
|
|
|
$
|
0.29
|
|
|
$
|
0.41
|
|
Diluted
|
$
|
0.27
|
|
|
$
|
0.07
|
|
|
$
|
0.29
|
|
|
$
|
0.41
|
|
(a)
|
Inclusive of the tax adjustment of
$33.8 million
in conjunction with the inclusion of small cells in the REIT in January 2016 . See also notes
11
and
19
.
|
19.
|
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)
|
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
|
—
|
|
|
$
|
—
|
|
|
12,297,463
|
|
(b)
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
—
|
|
|
$
|
—
|
|
|
12,297,463
|
|
|
(a)
|
See note
13
to the consolidated financial statements for more detailed information regarding the registrant's equity compensation plans.
|
(b)
|
Of these shares remaining available for future issuance, 1,776,840 may be issued pursuant to outstanding RSUs granted under the LTI Plan.
|
The list of financial statements filed as part of this report is submitted as a separate section, the index to which is located on page
42
.
|
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2015
|
$
|
10,037
|
|
|
$
|
2,958
|
|
|
$
|
—
|
|
|
$
|
(3,421
|
)
|
|
|
|
|
$
|
9,574
|
|
|
2014
|
$
|
7,547
|
|
|
$
|
3,101
|
|
|
$
|
—
|
|
|
$
|
(611
|
)
|
|
$
|
—
|
|
|
$
|
10,037
|
|
2013
|
$
|
7,562
|
|
|
$
|
1,351
|
|
|
$
|
—
|
|
|
$
|
(1,366
|
)
|
|
$
|
—
|
|
|
$
|
7,547
|
|
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
2015
|
$
|
21,038
|
|
|
$
|
164
|
|
|
$
|
—
|
|
|
$
|
(3,000
|
)
|
|
$
|
—
|
|
|
$
|
(16,208
|
)
|
|
$
|
1,994
|
|
2014
|
$
|
27,264
|
|
|
$
|
1,797
|
|
|
$
|
—
|
|
|
$
|
(9,106
|
)
|
|
$
|
—
|
|
|
$
|
1,083
|
|
|
$
|
21,038
|
|
2013
|
$
|
70,940
|
|
|
$
|
717
|
|
|
$
|
—
|
|
|
$
|
(2,174
|
)
|
|
$
|
—
|
|
|
$
|
(42,219
|
)
|
|
$
|
27,264
|
|
(a)
|
Inclusive of (1) the effects of acquisitions, (2) the REIT conversion, and (3) the inclusion of small cells in the REIT in January 2016.
|
Description
|
Encumbrances
|
|
Initial cost to company
|
Cost capitalized subsequent to acquisition
|
Gross amount carried at close of current period
|
|
Accumulated depreciation at close of current period
|
Date of construction
|
Date acquired
|
Life on which depreciation in latest income statement is computed
|
||||||
39,697 towers
(1)
|
$
|
9,752,747
|
|
(2)
|
(3)
|
(3)
|
$
|
15,110,835
|
|
(4)
|
$
|
(5,648,598
|
)
|
Various
|
Various
|
Up to 20 years
|
(1)
|
Amount is exclusive of small cell nodes. No single tower exceeds 5% of the aggregate gross amounts at which the assets were carried at the close of the period set forth in the table above.
|
(2)
|
As of December 31, 2015,
$5.7 billion
of the Company's debt is secured by (1) a security interest in substantially all of the applicable issuers' assignable personal property, (2) a pledge of the equity interests in each applicable issuer, and (3) a security interest in the applicable issuers' leases with tenants to lease tower space (space licenses). In addition, the 2012 Credit Facility is secured by a pledge of certain equity interests of certain subsidiaries of CCIC, as well as a security interest in CCOC's and certain of its subsidiaries' deposit accounts and securities accounts.
|
(3)
|
The Company has omitted this information, as it would be impracticable to compile such information on a tower-by-tower basis.
|
(4)
|
Does not include those towers under construction.
|
|
2015
|
||
Gross amount at beginning
|
$
|
13,795,914
|
|
Additions during period:
|
|
||
Acquisitions through foreclosure
|
—
|
|
|
Other acquisitions
(1)(2)
|
424,919
|
|
|
Wireless infrastructure construction and improvements
|
713,465
|
|
|
Purchase of land interests
|
90,496
|
|
|
Sustaining capital expenditures
|
75,888
|
|
|
Other
(3)
|
61,801
|
|
|
Total additions
|
1,366,569
|
|
|
Deductions during period:
|
|
||
Cost of real estate sold or disposed
|
(51,648
|
)
|
|
Other
|
—
|
|
|
Total deductions:
|
(51,648
|
)
|
|
Balance at end
|
$
|
15,110,835
|
|
(1)
|
Inclusive of changes between the final purchase price allocation and the preliminary purchase price allocations.
|
(2)
|
Includes acquisitions of wireless infrastructure.
|
(3)
|
Predominately relates to the purchase of property and equipment under capital leases and installment land purchases.
|
|
2015
|
||
Gross amount of accumulated depreciation at beginning
|
$
|
(4,917,542
|
)
|
Additions during period:
|
|
||
Depreciation
|
(759,332
|
)
|
|
Total additions
|
(759,332
|
)
|
|
Deductions during period:
|
|
||
Amount for assets sold or disposed
|
23,946
|
|
|
Other
|
4,330
|
|
|
Total deductions
|
28,276
|
|
|
Balance at end
|
$
|
(5,648,598
|
)
|
Exhibit Number
|
|
Exhibit Description
|
|
(nn)
|
1.1
|
|
Form of Sales Agreement, dated August 28, 2015, between Crown Castle International Corp. and each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC, Mizuho Securities USA Inc., Mitsubishi UFJ Securities (USA), Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC
|
(gg)
|
2.1
|
|
Agreement and Plan of Merger by and between Crown Castle International Corp. and Crown Castle REIT Inc., dated September 19, 2014
|
(a)
|
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
|
(b)
|
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.
|
(g)
|
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.
|
(b)
|
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
|
(g)
|
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
|
(c)
|
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.
|
(c)
|
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.
|
(e)
|
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.
|
(e)
|
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.
|
(d)
|
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
|
(e)
|
2.12
|
|
Operating Agreement, dated January 31, 2000 by and between Crown Castle GT Corp. and affiliates of GTE Wireless Incorporated
|
(hh)
|
3.1
|
|
Restated Certificate of Incorporation of Crown Castle International Corp. (including the Certificate of Designations of 4.50% Mandatory Convertible Preferred Stock, Series A, incorporated therein as Exhibit I)
|
(mm)
|
3.2
|
|
Amended and Restated By-Laws of Crown Castle International Corp., dated July 30, 2015
|
(hh)
|
4.1
|
|
Form of Common Stock Certificate
|
(hh)
|
4.2
|
|
Form of Mandatory Convertible Preferred Stock Certificate
|
(i)
|
4.3
|
|
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
|
(s)
|
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
|
(s)
|
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
|
|
(t)
|
4.6
|
|
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
|
(t)
|
4.7
|
|
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
|
(ff)
|
4.8
|
|
Indenture Supplement, dated as of June 30, 2014, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle PT Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC
|
(r)
|
4.9
|
|
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
|
(r)
|
4.10
|
|
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
|
(w)
|
4.11
|
|
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
|
(hh)
|
4.12
|
|
First Supplemental Indenture dated as of December 15, 2014, among Crown Castle REIT Inc., Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to 5.25% Senior Notes due 2023
|
(x)
|
4.13
|
|
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
|
(ee)
|
4.14
|
|
Base Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee
|
(ee)
|
4.15
|
|
First Supplemental Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 4.375% Senior Notes due 2022
|
(hh)
|
4.16
|
|
Second Supplemental Indenture dated December 15, 2014, between Crown Castle REIT Inc., Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee
|
(hh)
|
4.17
|
|
Third Supplemental Indenture dated December 15, 2014, between Crown Castle REIT Inc., Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee
|
(kk)
|
4.18
|
|
Indenture Supplement, dated as of May 15, 2015, relating to the Senior Secured Tower Revenue Notes, Series 2015-1, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers
|
(kk)
|
4.19
|
|
Indenture Supplement, dated as of May 15, 2015, relating to the Senior Secured Tower Revenue Notes, Series 2015-2, 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 LLC, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers
|
(pp)
|
4.20
|
|
Fourth Supplemental Indenture dated February 8, 2016 between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated April 15, 2014, between Crown Castle international corp. and The Bank of New York Mellon Trust Company, N.A., as trustee
|
(b)
|
10.1
|
|
Global Lease Agreement dated March 31, 1999 between Crown Atlantic Company LLC and Cellco Partnership, doing business as Bell Atlantic Mobile
|
Exhibit Number
|
|
Exhibit Description
|
|
(f)
|
10.2
|
|
Form of Severance Agreement between Crown Castle International Corp. and each of W. Benjamin Moreland and E. Blake Hawk
|
(m)
|
10.3
|
|
Form of First Amendment to Severance Agreement between Crown Castle International Corp. and each of W. Benjamin Moreland and E. Blake Hawk
|
(q)
|
10.4
|
|
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
|
(l)
|
10.5
|
|
Crown Castle International Corp. 2004 Stock Incentive Plan, as amended
|
(aa)
|
10.6
|
|
Amendment to 2004 Stock Incentive Plan, as amended
|
(z)
|
10.7
|
|
Crown Castle International Corp. 2013 Long-Term Incentive Plan
|
(h)
|
10.8
|
|
Form of Restricted Stock Agreement pursuant to 2004 Stock Incentive Plan
|
(h)
|
10.9
|
|
Form of Severance Agreement between Crown Castle International Corp. and James D. Young
|
(m)
|
10.10
|
|
Form of First Amendment to Severance Agreement between Crown Castle International Corp and certain senior officers, including James D. Young
|
(n)
|
10.11
|
|
Form of Severance Agreement between Crown Castle International Corp. and each of Jay A. Brown and Philip M. Kelley
|
(q)
|
10.12
|
|
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
|
(ii)
|
10.13
|
|
Crown Castle International Corp. 2015 Executive Management Team Annual Incentive Plan
|
(dd)
|
10.14
|
|
Form of 2013 Long-Term Incentive Plan Restricted Stock Units Agreement
|
(ii)
|
10.15
|
|
Summary of Non-employee Director Compensation
|
(i)
|
10.16
|
|
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
|
(j)
|
10.17
|
|
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
|
(k)
|
10.18
|
|
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
|
(i)
|
10.19
|
|
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
|
(k)
|
10.20
|
|
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
|
(i)
|
10.21
|
|
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
|
(o)
|
10.22
|
|
Agreement to Contribute, Lease and Sublease, dated as of February 14, 2005 among Sprint Corporation, the Sprint subsidiaries named therein and Global Signal Inc.
|
(p)
|
10.23
|
|
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.
|
(p)
|
10.24
|
|
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.
|
Exhibit Number
|
|
Exhibit Description
|
|
(p)
|
10.25
|
|
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.
|
(p)
|
10.26
|
|
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.
|
(p)
|
10.27
|
|
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.
|
(p)
|
10.28
|
|
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.
|
(r)
|
10.29
|
|
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
|
(r)
|
10.30
|
|
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
|
(r)
|
10.31
|
|
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
|
(v)
|
10.32
|
|
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.
|
(x)
|
10.33
|
|
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
|
(y)
|
10.34
|
|
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
|
(y)
|
10.35
|
|
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
|
(y)
|
10.36
|
|
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
|
(y)
|
10.37
|
|
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
|
(bb)
|
10.38
|
|
Commitment Letter, dated as of October 18, 2013, among Crown Castle International Corp., Morgan Stanley Senior Funding, Inc., Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC, Barclays Bank PLC, SunTrust Bank, The Royal Bank of Scotland plc, Credit Agricole Corporate and Investment Bank, Royal Bank of Canada, Toronto Dominion (New York) LLC, TD Securities (USA) LLC, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Deutsche Bank AG Cayman Islands Branch, PNC Bank, National Association, PNC Capital Markets, LLC and Sumitomo Mitsui Banking Corporation
|
(bb)
|
10.39
|
|
Master Agreement dated as of October 18, 2013, among AT&T Inc. and Crown Castle International Corp.
|
(cc)
|
10.40
|
|
Master Prepaid Lease, dated as of December 16, 2013, by and among CCATT LLC, AT&T Mobility LLC and the AT&T Lessors party thereto
|
(cc)
|
10.41
|
|
MPL Site Master Lease Agreement, dated as of December 16, 2013, by and among CCATT LLC, AT&T Mobility LLC and the AT&T Collocators party thereto
|
(cc)
|
10.42
|
|
Sale Site Master Lease Agreement, dated as of December 16, 2013, by and among AT&T Mobility LLC, the AT&T Collocators party thereto and the Tower Operators party thereto
|
(cc)
|
10.43
|
|
Management Agreement, dated as of December 16, 2013, by and among CCATT LLC, the Sale Site Subsidiaries party thereto, the AT&T Newcos party thereto and the AT&T Contributors party thereto
|
(a)
|
Incorporated by reference to the exhibit previously filed by the predecessor of Crown Castle International Corp. ("Predecessor Registrant") on Form 8-K (File No. 000-24737) on December 10, 1998.
|
(b)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 000-24737) on April 12, 1999.
|
(c)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 000-24737) on June 9, 1999.
|
(d)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 000-24737) on November 12, 1999.
|
(e)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 10-K (File No. 000-24737) for the year ended December 31, 1999.
|
(f)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on January 8, 2003.
|
(g)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 10-K (File No. 001-16441) for the year ended December 31, 2003.
|
(h)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on March 2, 2005.
|
(i)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on June 9, 2005.
|
(j)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on September 29, 2006.
|
(k)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on December 5, 2006.
|
(l)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on May 30, 2007.
|
(m)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on December 7, 2007.
|
(n)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on July 15, 2008.
|
(o)
|
Incorporated by reference to the exhibit previously filed by Global Signal Inc. on Form 8-K (File No. 001-32168) on February 17, 2005.
|
(p)
|
Incorporated by reference to the exhibit previously filed by Global Signal Inc. on Form 8-K (File No. 001-32168) on May 27, 2005.
|
(q)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on April 8, 2009.
|
(r)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on August 4, 2009.
|
(s)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on January 20, 2010.
|
(t)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on August 26, 2010.
|
(u)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 10-K (File No. 001-16441) for the year ended December 31, 2011.
|
(v)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on October 2, 2012.
|
(w)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on October 16, 2012.
|
(x)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on December 28, 2012.
|
(y)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 10-K (File No. 000-24737) for the year ended December 31, 2012.
|
(z)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant as Appendix A to the Definitive Schedule 14A Proxy Statement (File No. 001-16441) on April 8, 2013.
|
(aa)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on May 28, 2013.
|
(bb)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on October 21, 2013.
|
(cc)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 10-K (File No. 001-16441) for the year ended December 31, 2013.
|
(dd)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on February 26, 2014.
|
(ee)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on April 15, 2014.
|
(ff)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on July 1, 2014.
|
(gg)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on September 23, 2014.
|
(hh)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on December 16, 2014.
|
(ii)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on February 19, 2015.
|
(jj)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 10-Q (File No. 001-16441) for the quarter ended March 31, 2015.
|
(kk)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on May 21, 2015.
|
(ll)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 10-Q (File No. 001-16441) for the quarter ended June 30, 2015.
|
(mm)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on August 4, 2015.
|
(nn)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 10-Q (File No. 001-16441) for the quarter ended September 30, 2015.
|
(oo)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on January 22, 2016.
|
(pp)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on February 8, 2016.
|
|
|
|
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
.
B
ROWN
|
|
Senior Vice President, Chief Financial Officer and
|
Jay A. Brown
|
|
Treasurer (Principal Financial Officer)
|
|
|
|
/s/ R
OB
A
.
F
ISHER
|
|
Vice President and Controller
|
Rob A. Fisher
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ J. L
ANDIS
M
ARTIN
|
|
Chairman of the Board of Directors
|
J. Landis Martin
|
|
|
|
|
|
/s/ P. R
OBERT
B
ARTOLO
|
|
Director
|
P. Robert Bartolo
|
|
|
/s/ C
INDY
C
HRISTY
|
|
Director
|
Cindy Christy
|
|
|
|
|
|
/s/ A
RI
Q
.
F
ITZGERALD
|
|
Director
|
Ari Q. Fitzgerald
|
|
|
|
|
|
/s/ R
OBERT
E
.
G
ARRISON
II
|
|
Director
|
Robert E. Garrison II
|
|
|
|
|
|
/s/ D
ALE
N
.
H
ATFIELD
|
|
Director
|
Dale N. Hatfield
|
|
|
|
|
|
/s/ L
EE
W
.
H
OGAN
|
|
Director
|
Lee W. Hogan
|
|
|
|
|
|
/s/
E
DWARD
C.
H
UTCHESON,
J
R.
|
|
Director
|
Edward C. Hutcheson, Jr.
|
|
|
|
|
|
/s/ J
OHN
P.
K
ELLY
|
|
Director
|
John P. Kelly
|
|
|
|
|
|
/s/ R
OBERT
F
.
M
CKENZIE
|
|
Director
|
Robert F. McKenzie
|
|
|
|
|
|
/s/ ANTHONY J. MELONE
|
|
Director
|
Anthony J. Melone
|
|
|
I.
|
DEFINITIONS
|
II.
|
TERM AND POSITION
|
III.
|
TERMINATION OF EMPLOYMENT
|
IV.
|
BENEFITS UPON TERMINATION
|
V.
|
NONCOMPETITION OBLIGATIONS
|
VI.
|
MISCELLANEOUS PROVISIONS
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Computation of earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations before income taxes
|
$
|
473,829
|
|
|
$
|
335,070
|
|
|
$
|
251,001
|
|
|
$
|
64,853
|
|
|
$
|
151,196
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges (as computed below)
|
750,968
|
|
|
791,386
|
|
|
752,241
|
|
|
717,672
|
|
|
611,522
|
|
|||||
Subtract:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest capitalized
|
(4,805
|
)
|
|
(2,985
|
)
|
|
(1,832
|
)
|
|
(2,335
|
)
|
|
(265
|
)
|
|||||
|
$
|
1,219,992
|
|
|
$
|
1,123,471
|
|
|
$
|
1,001,410
|
|
|
$
|
780,190
|
|
|
$
|
762,453
|
|
Computation of fixed charges and combined fixed charges and preferred stock dividends and losses on purchases of preferred stock:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
487,355
|
|
|
$
|
491,581
|
|
|
$
|
491,041
|
|
|
$
|
491,184
|
|
|
$
|
404,968
|
|
Amortized premiums, discounts and capitalized expenses related to indebtedness
|
39,773
|
|
|
81,710
|
|
|
98,589
|
|
|
109,860
|
|
|
102,883
|
|
|||||
Interest capitalized
|
4,805
|
|
|
2,985
|
|
|
1,832
|
|
|
2,335
|
|
|
265
|
|
|||||
Interest component of operating lease expense
|
219,035
|
|
|
215,110
|
|
|
160,779
|
|
|
114,293
|
|
|
103,406
|
|
|||||
Fixed charges
|
750,968
|
|
|
791,386
|
|
|
752,241
|
|
|
717,672
|
|
|
611,522
|
|
|||||
Dividends on preferred stock and losses on purchases of preferred stock
|
43,988
|
|
|
43,988
|
|
|
11,363
|
|
|
2,629
|
|
|
22,940
|
|
|||||
Combined fixed charges and preferred stock dividends and losses on purchases of preferred stock
|
$
|
794,956
|
|
|
$
|
835,374
|
|
|
$
|
763,604
|
|
|
$
|
720,301
|
|
|
$
|
634,462
|
|
Ratio of earnings to fixed charges
|
1.6
|
|
|
1.4
|
|
|
1.3
|
|
|
1.1
|
|
|
1.2
|
|
|||||
(Deficiency) excess of earnings to cover fixed charges
|
$
|
469,024
|
|
|
$
|
332,085
|
|
|
$
|
249,169
|
|
|
$
|
62,518
|
|
|
$
|
150,931
|
|
Ratio of earnings to combined fixed charges and preferred stock dividends and losses on purchases of preferred stock
|
1.5
|
|
|
1.3
|
|
|
1.3
|
|
|
1.1
|
|
|
1.2
|
|
|||||
(Deficiency) excess of earnings to cover combined fixed charges and preferred stock dividends and losses on purchases of preferred stock
|
$
|
425,036
|
|
|
$
|
288,097
|
|
|
$
|
237,806
|
|
|
$
|
59,889
|
|
|
$
|
127,991
|
|
Subsidiary
|
|
Jurisdiction of
Incorporation
|
CC Holdings GS V LLC
|
|
Delaware
|
CC Sunesys Fiber Networks LLC
|
|
Delaware
|
CC Towers Guarantor LLC
|
|
Delaware
|
CC Towers Holding LLC
|
|
Delaware
|
CCATT LLC
|
|
Delaware
|
CCATT Holdings LLC
|
|
Delaware
|
CCGS Holdings Corp.
|
|
Delaware
|
CCT2 Holdings LLC
|
|
Delaware
|
CCTM1 LLC
|
|
Delaware
|
CCTM Holdings LLC
|
|
Delaware
|
CCTMO LLC
|
|
Delaware
|
Crown Atlantic Company LLC
|
|
Delaware
|
Crown Castle Atlantic LLC
|
|
Delaware
|
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 International Corp. de Puerto Rico
|
|
Puerto Rico
|
Crown Castle Investment Corp.
|
|
Delaware
|
Crown Castle NG Central LLC
|
|
Delaware
|
Crown Castle NG East LLC
|
|
Delaware
|
Crown Castle NG Networks LLC
|
|
Delaware
|
Crown Castle NG West LLC
|
|
Delaware
|
Crown Castle Operating Company
|
|
Delaware
|
Crown Castle Operating LLC
|
|
Delaware
|
Crown Castle PT Inc.
|
|
Delaware
|
Crown Castle PR LLC
|
|
Puerto Rico
|
Crown Castle Solutions LLC
|
|
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
|
|
Delaware
|
Global Signal Acquisitions LLC
|
|
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
|
GoldenState Towers, LLC
|
|
Delaware
|
InfraSource FI, LLC
|
|
Delaware
|
MW Cell REIT 1 LLC
|
|
Delaware
|
OP LLC
|
|
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
|
Sunesys, 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, 2015
(the last date of the period covered by the Report).
|
/s/ W. Benjamin Moreland
|
W. Benjamin Moreland
|
President and Chief Executive Officer
|
February 22, 2016
|
/s/ Jay A. Brown
|
Jay A. Brown
|
Senior Vice President, Chief Financial Officer
|
and Treasurer
|
February 22, 2016
|