|
x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
76-0470458
|
(State or other jurisdiction
of incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
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1220 Augusta Drive, Suite 600, Houston, Texas 77057-2261
(Address of principal executives office) (Zip Code)
|
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(713) 570-3000
(Registrant's telephone number, including area code)
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|
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Page
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|
|||
ITEM 1.
|
|
||
|
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
|
|
|
|
|
||
|
|
||
|
|
||
|
|
||
ITEM 2.
|
|
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ITEM 3.
|
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ITEM 4.
|
|
||
|
|||
ITEM 1.
|
LEGAL PROCEEDINGS
|
|
|
ITEM 1A.
|
|
||
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
|
|
ITEM 6.
|
|
||
EXHIBIT INDEX
|
|
||
SIGNATURES
|
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
|
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
199,663
|
|
|
$
|
567,599
|
|
Restricted cash
|
117,913
|
|
|
124,547
|
|
||
Receivables, net
|
305,982
|
|
|
373,532
|
|
||
Prepaid expenses
|
175,976
|
|
|
128,721
|
|
||
Other current assets
|
151,801
|
|
|
130,362
|
|
||
Total current assets
|
951,335
|
|
|
1,324,761
|
|
||
Deferred site rental receivables
|
1,299,440
|
|
|
1,317,658
|
|
||
Property and equipment, net of accumulated depreciation of $7,036,587 and $6,613,219, respectively
|
10,507,736
|
|
|
9,805,315
|
|
||
Goodwill
|
6,919,358
|
|
|
5,757,676
|
|
||
Other intangible assets, net
|
3,953,812
|
|
|
3,650,072
|
|
||
Long-term prepaid rent and other assets, net
|
851,943
|
|
|
819,610
|
|
||
Total assets
|
$
|
24,483,624
|
|
|
$
|
22,675,092
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
178,927
|
|
|
$
|
188,516
|
|
Accrued interest
|
107,764
|
|
|
97,019
|
|
||
Deferred revenues
|
387,065
|
|
|
353,005
|
|
||
Other accrued liabilities
|
209,224
|
|
|
221,066
|
|
||
Current maturities of debt and other obligations
|
114,932
|
|
|
101,749
|
|
||
Total current liabilities
|
997,912
|
|
|
961,355
|
|
||
Debt and other long-term obligations
|
13,726,333
|
|
|
12,069,393
|
|
||
Other long-term liabilities
|
2,169,070
|
|
|
2,087,229
|
|
||
Total liabilities
|
16,893,315
|
|
|
15,117,977
|
|
||
Commitments and contingencies (note 8)
|
|
|
|
||||
CCIC stockholders' equity:
|
|
|
|
||||
Common stock, $.01 par value; 600,000,000 shares authorized; shares issued and outstanding: June 30, 2017—366,115,800 and December 31, 2016—360,536,659
|
3,661
|
|
|
3,605
|
|
||
Additional paid-in capital
|
11,433,018
|
|
|
10,938,236
|
|
||
Accumulated other comprehensive income (loss)
|
(5,183
|
)
|
|
(5,888
|
)
|
||
Dividends/distributions in excess of earnings
|
(3,841,187
|
)
|
|
(3,378,838
|
)
|
||
Total equity
|
7,590,309
|
|
|
7,557,115
|
|
||
Total liabilities and equity
|
$
|
24,483,624
|
|
|
$
|
22,675,092
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net revenues:
|
|
|
|
|
|
|
|
||||||||
Site rental
|
$
|
868,806
|
|
|
$
|
804,600
|
|
|
$
|
1,725,742
|
|
|
$
|
1,603,893
|
|
Network services and other
|
169,529
|
|
|
157,809
|
|
|
328,535
|
|
|
292,899
|
|
||||
Net revenues
|
1,038,335
|
|
|
962,409
|
|
|
2,054,277
|
|
|
1,896,792
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Costs of operations
(a)
:
|
|
|
|
|
|
|
|
||||||||
Site rental
|
269,285
|
|
|
252,852
|
|
|
534,302
|
|
|
505,472
|
|
||||
Network services and other
|
104,622
|
|
|
95,867
|
|
|
203,430
|
|
|
176,838
|
|
||||
General and administrative
|
97,736
|
|
|
91,386
|
|
|
198,460
|
|
|
188,967
|
|
||||
Asset write-down charges
|
4,327
|
|
|
11,952
|
|
|
4,972
|
|
|
19,912
|
|
||||
Acquisition and integration costs
|
8,250
|
|
|
3,141
|
|
|
13,900
|
|
|
8,779
|
|
||||
Depreciation, amortization and accretion
|
295,615
|
|
|
276,026
|
|
|
584,164
|
|
|
553,901
|
|
||||
Total operating expenses
|
779,835
|
|
|
731,224
|
|
|
1,539,228
|
|
|
1,453,869
|
|
||||
Operating income (loss)
|
258,500
|
|
|
231,185
|
|
|
515,049
|
|
|
442,923
|
|
||||
Interest expense and amortization of deferred financing costs
|
(141,769
|
)
|
|
(129,362
|
)
|
|
(276,256
|
)
|
|
(255,740
|
)
|
||||
Gains (losses) on retirement of long-term obligations
|
—
|
|
|
(11,468
|
)
|
|
(3,525
|
)
|
|
(42,017
|
)
|
||||
Interest income
|
1,027
|
|
|
105
|
|
|
1,397
|
|
|
279
|
|
||||
Other income (expense)
|
(1,106
|
)
|
|
(518
|
)
|
|
3,494
|
|
|
(3,791
|
)
|
||||
Income (loss) before income taxes
|
116,652
|
|
|
89,942
|
|
|
240,159
|
|
|
141,654
|
|
||||
Benefit (provision) for income taxes
|
(4,538
|
)
|
|
(3,884
|
)
|
|
(8,907
|
)
|
|
(7,756
|
)
|
||||
Net income (loss) attributable to CCIC stockholders
|
112,114
|
|
|
86,058
|
|
|
231,252
|
|
|
133,898
|
|
||||
Dividends on preferred stock
|
—
|
|
|
(10,997
|
)
|
|
—
|
|
|
(21,994
|
)
|
||||
Net income (loss) attributable to CCIC common stockholders
|
$
|
112,114
|
|
|
$
|
75,061
|
|
|
$
|
231,252
|
|
|
$
|
111,904
|
|
Net income (loss)
|
$
|
112,114
|
|
|
$
|
86,058
|
|
|
$
|
231,252
|
|
|
$
|
133,898
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
530
|
|
|
971
|
|
|
705
|
|
|
392
|
|
||||
Total other comprehensive income (loss)
|
530
|
|
|
971
|
|
|
705
|
|
|
392
|
|
||||
Comprehensive income (loss) attributable to CCIC stockholders
|
$
|
112,644
|
|
|
$
|
87,029
|
|
|
$
|
231,957
|
|
|
$
|
134,290
|
|
Net income (loss) attributable to CCIC common stockholders, per common share:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to CCIC common stockholders, basic
|
$
|
0.31
|
|
|
$
|
0.22
|
|
|
$
|
0.64
|
|
|
$
|
0.33
|
|
Net income (loss) attributable to CCIC common stockholders, diluted
|
$
|
0.31
|
|
|
$
|
0.22
|
|
|
$
|
0.64
|
|
|
$
|
0.33
|
|
Weighted-average common shares outstanding (in thousands):
|
|
|
|
|
|
|
|
||||||||
Basic
|
364,493
|
|
337,560
|
|
|
362,662
|
|
335,857
|
|||||||
Diluted
|
365,832
|
|
338,609
|
|
|
363,892
|
|
336,658
|
(a)
|
Exclusive of depreciation, amortization and accretion shown separately.
|
|
Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
231,252
|
|
|
$
|
133,898
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
|
|
|
|
||||
Depreciation, amortization and accretion
|
584,164
|
|
|
553,901
|
|
||
Gains (losses) on retirement of long-term obligations
|
3,525
|
|
|
42,017
|
|
||
Amortization of deferred financing costs and other non-cash interest
|
5,256
|
|
|
7,993
|
|
||
Stock-based compensation expense
|
45,232
|
|
|
40,135
|
|
||
Asset write-down charges
|
4,972
|
|
|
19,912
|
|
||
Deferred income tax benefit (provision)
|
261
|
|
|
3,947
|
|
||
Other non-cash adjustments, net
|
(3,486
|
)
|
|
1,672
|
|
||
Changes in assets and liabilities, excluding the effects of acquisitions:
|
|
|
|
||||
Increase (decrease) in accrued interest
|
10,745
|
|
|
29,964
|
|
||
Increase (decrease) in accounts payable
|
(16,928
|
)
|
|
(6,715
|
)
|
||
Increase (decrease) in deferred revenues, deferred ground lease payables, other accrued liabilities and other liabilities
|
23,146
|
|
|
60,896
|
|
||
Decrease (increase) in receivables
|
91,252
|
|
|
84,776
|
|
||
Decrease (increase) in prepaid expenses, deferred site rental receivables, long-term prepaid rent, restricted cash and other assets
|
(45,282
|
)
|
|
(54,215
|
)
|
||
Net cash provided by (used for) operating activities
|
934,109
|
|
|
918,181
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Payments for acquisitions of businesses, net of cash acquired
|
(2,103,503
|
)
|
|
(493,932
|
)
|
||
Capital expenditures
|
(563,361
|
)
|
|
(392,997
|
)
|
||
Net (payments) receipts from settled swaps
|
(328
|
)
|
|
8,141
|
|
||
Other investing activities, net
|
(7,032
|
)
|
|
1,854
|
|
||
Net cash provided by (used for) investing activities
|
(2,674,224
|
)
|
|
(876,934
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of long-term debt
|
1,345,115
|
|
|
4,501,206
|
|
||
Principal payments on debt and other long-term obligations
|
(59,947
|
)
|
|
(43,838
|
)
|
||
Purchases and redemptions of long-term debt
|
—
|
|
|
(3,536,362
|
)
|
||
Borrowings under revolving credit facility
|
1,755,000
|
|
|
3,030,000
|
|
||
Payments under revolving credit facility
|
(1,405,000
|
)
|
|
(3,720,000
|
)
|
||
Payments for financing costs
|
(11,446
|
)
|
|
(35,604
|
)
|
||
Net proceeds from issuance of capital stock
|
464,023
|
|
|
323,798
|
|
||
Purchases of capital stock
|
(22,594
|
)
|
|
(24,460
|
)
|
||
Dividends/distributions paid on common stock
|
(696,025
|
)
|
|
(597,846
|
)
|
||
Dividends paid on preferred stock
|
—
|
|
|
(21,994
|
)
|
||
Net (increase) decrease in restricted cash
|
2,351
|
|
|
(6,089
|
)
|
||
Net cash provided by (used for) financing activities
|
1,371,477
|
|
|
(131,189
|
)
|
||
Net increase (decrease) in cash and cash equivalents - continuing operations
|
(368,638
|
)
|
|
(89,942
|
)
|
||
Discontinued operations:
|
|
|
|
||||
Net cash provided by (used for) investing activities
|
—
|
|
|
113,150
|
|
||
Net increase (decrease) in cash and cash equivalents - discontinued operations
|
—
|
|
|
113,150
|
|
||
Effect of exchange rate changes
|
702
|
|
|
320
|
|
||
Cash and cash equivalents at beginning of period
|
567,599
|
|
|
178,810
|
|
||
Cash and cash equivalents at end of period
|
$
|
199,663
|
|
|
$
|
202,338
|
|
|
CCIC Stockholders
|
|
|
||||||||||||||||||||||||||
|
Common Stock
|
|
4.50% Mandatory Convertible Preferred Stock
|
|
|
|
Accumulated Other Comprehensive Income (Loss) ("AOCI")
|
|
|
|
|
||||||||||||||||||
|
Shares
|
|
($0.01 Par)
|
|
Shares
|
|
($0.01 Par)
|
|
Additional
paid-in
capital
|
|
Foreign Currency Translation Adjustments
|
|
Dividends/Distributions in Excess of Earnings
|
|
Total
|
||||||||||||||
Balance, April 1, 2017
|
361,355,043
|
|
|
$
|
3,614
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
10,968,564
|
|
|
$
|
(5,713
|
)
|
|
$
|
(3,602,985
|
)
|
|
$
|
7,363,480
|
|
Stock-based compensation related activity, net of forfeitures
|
16,710
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,005
|
|
|
—
|
|
|
—
|
|
|
23,005
|
|
||||||
Purchases and retirement of common stock
|
(5,953
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(589
|
)
|
|
—
|
|
|
—
|
|
|
(589
|
)
|
||||||
Net proceeds from issuance of common stock
|
4,750,000
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|
442,038
|
|
|
—
|
|
|
—
|
|
|
442,085
|
|
||||||
Other comprehensive income (loss)
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
530
|
|
|
—
|
|
|
530
|
|
||||||
Common stock dividends/distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(350,316
|
)
|
|
(350,316
|
)
|
||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
112,114
|
|
|
112,114
|
|
||||||
Balance, June 30, 2017
|
366,115,800
|
|
|
$
|
3,661
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
11,433,018
|
|
|
$
|
(5,183
|
)
|
|
$
|
(3,841,187
|
)
|
|
$
|
7,590,309
|
|
(a)
|
See the condensed statement of operations and other comprehensive income (loss) for the components of "other comprehensive income (loss)."
|
|
CCIC Stockholders
|
|
|
|
|||||||||||||||||||||||||
|
Common Stock
|
|
4.50% Mandatory Convertible Preferred Stock
|
|
|
|
AOCI
|
|
|
|
|
||||||||||||||||||
|
Shares
|
|
($0.01 Par)
|
|
Shares
|
|
($0.01 Par)
|
|
Additional
paid-in capital |
|
Foreign Currency Translation Adjustments
|
|
Dividends/Distributions in Excess of Earnings
|
|
Total
|
||||||||||||||
Balance, April 1, 2016
|
337,559,718
|
|
|
$
|
3,375
|
|
|
9,775,000
|
|
|
$
|
98
|
|
|
$
|
9,874,862
|
|
|
$
|
(4,977
|
)
|
|
$
|
(2,720,364
|
)
|
|
$
|
7,152,994
|
|
Stock-based compensation related activity, net of forfeitures
|
3,826
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,165
|
|
|
—
|
|
|
—
|
|
|
20,165
|
|
||||||
Purchases and retirement of common stock
|
(1,166
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(106
|
)
|
|
—
|
|
|
—
|
|
|
(106
|
)
|
||||||
Other comprehensive income (loss)
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
971
|
|
|
—
|
|
|
971
|
|
||||||
Common stock dividends/distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(300,778
|
)
|
|
(300,778
|
)
|
||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,997
|
)
|
|
(10,997
|
)
|
||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86,058
|
|
|
86,058
|
|
||||||
Balance, June 30, 2016
|
337,562,378
|
|
|
$
|
3,375
|
|
|
9,775,000
|
|
|
$
|
98
|
|
|
$
|
9,894,921
|
|
|
$
|
(4,006
|
)
|
|
$
|
(2,946,081
|
)
|
|
$
|
6,948,307
|
|
(a)
|
See the condensed statement of operations and other comprehensive income (loss) for the components of "other comprehensive income (loss)."
|
|
CCIC Stockholders
|
|
|
||||||||||||||||||||||||||
|
Common Stock
|
|
4.50% Mandatory Convertible Preferred Stock
|
|
|
|
AOCI
|
|
|
|
|
||||||||||||||||||
|
Shares
|
|
($0.01 Par)
|
|
Shares
|
|
($0.01 Par)
|
|
Additional
paid-in capital |
|
Foreign Currency Translation Adjustments
|
|
Dividends/Distributions in Excess of Earnings
|
|
Total
|
||||||||||||||
Balance, January 1, 2017
|
360,536,659
|
|
|
$
|
3,605
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
10,938,236
|
|
|
$
|
(5,888
|
)
|
|
$
|
(3,378,838
|
)
|
|
$
|
7,557,115
|
|
Stock-based compensation related activity, net of forfeitures
|
839,402
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
53,401
|
|
|
—
|
|
|
—
|
|
|
53,409
|
|
||||||
Purchases and retirement of capital stock
|
(252,561
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(22,591
|
)
|
|
—
|
|
|
—
|
|
|
(22,594
|
)
|
||||||
Net proceeds from issuance of common stock
|
4,992,300
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
463,972
|
|
|
—
|
|
|
—
|
|
|
464,023
|
|
||||||
Other comprehensive income (loss)
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
705
|
|
|
—
|
|
|
705
|
|
||||||
Common stock dividends/distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(693,601
|
)
|
|
(693,601
|
)
|
||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
231,252
|
|
|
231,252
|
|
||||||
Balance, June 30, 2017
|
366,115,800
|
|
|
$
|
3,661
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
11,433,018
|
|
|
$
|
(5,183
|
)
|
|
$
|
(3,841,187
|
)
|
|
$
|
7,590,309
|
|
(a)
|
See the condensed statement of operations and other comprehensive income (loss) for the components of "other comprehensive income (loss)."
|
|
CCIC Stockholders
|
|
|
|
|||||||||||||||||||||||||
|
Common Stock
|
|
4.50% Mandatory Convertible Preferred Stock
|
|
|
|
AOCI
|
|
|
|
|
||||||||||||||||||
|
Shares
|
|
($0.01 Par)
|
|
Shares
|
|
($0.01 Par)
|
|
Additional
paid-in capital |
|
Foreign Currency Translation Adjustments
|
|
Dividends/Distributions in Excess of Earnings
|
|
Total
|
||||||||||||||
Balance, January 1, 2016
|
333,771,660
|
|
|
$
|
3,338
|
|
|
9,775,000
|
|
|
$
|
98
|
|
|
$
|
9,548,580
|
|
|
$
|
(4,398
|
)
|
|
$
|
(2,458,397
|
)
|
|
$
|
7,089,221
|
|
Stock-based compensation related activity, net of forfeitures
|
246,936
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
47,038
|
|
|
—
|
|
|
—
|
|
|
47,040
|
|
||||||
Purchases and retirement of capital stock
|
(284,282
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(24,457
|
)
|
|
—
|
|
|
—
|
|
|
(24,460
|
)
|
||||||
Net proceeds from issuance of common stock
|
3,828,064
|
|
|
38
|
|
|
|
|
|
|
323,760
|
|
|
|
|
|
|
|
323,798
|
|
|||||||||
Other comprehensive income (loss)
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
392
|
|
|
—
|
|
|
392
|
|
||||||
Common stock dividends/distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(599,588
|
)
|
|
(599,588
|
)
|
||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,994
|
)
|
|
(21,994
|
)
|
||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
133,898
|
|
|
133,898
|
|
||||||
Balance, June 30, 2016
|
337,562,378
|
|
|
$
|
3,375
|
|
|
9,775,000
|
|
|
$
|
98
|
|
|
$
|
9,894,921
|
|
|
$
|
(4,006
|
)
|
|
$
|
(2,946,081
|
)
|
|
$
|
6,948,307
|
|
(a)
|
See the condensed statement of operations and other comprehensive income (loss) for the components of "other comprehensive income (loss)."
|
1.
|
General
|
2.
|
Summary of Significant Accounting Policies
|
3.
|
Acquisitions
|
(a)
|
The preliminary purchase price allocation for the FiberNet Acquisition resulted in the recognition of goodwill based on:
|
•
|
the Company's expectation to leverage the FiberNet fiber footprint to support new small cell networks and fiber based solutions,
|
•
|
the complementary nature of the FiberNet fiber to the Company's existing fiber assets and its location in top metro markets where the Company expects to see wireless carrier network investments,
|
•
|
the Company's belief that the acquired fiber assets are well-positioned to benefit from the continued growth trends in the wireless industry, and
|
•
|
other intangibles not qualified for separate recognition, including the assembled workforce.
|
(b)
|
The vast majority of assets acquired in the FiberNet Acquisition are expected to be included in the Company's REIT and as such, no deferred taxes were recorded in connection with the FiberNet Acquisition.
|
4.
|
Debt and Other Obligations
|
|
Original
Issue Date
|
|
Contractual
Maturity
Date
(a)
|
|
Balance as of
June 30, 2017
|
|
Balance as of
December 31, 2016
|
|
Stated Interest
Rate as of
June 30, 2017
(a)
|
|||||
Bank debt - variable rate:
|
|
|
|
|
|
|
|
|
|
|||||
2016 Revolver
|
Jan. 2016
|
|
Jan. 2022
|
(e)
|
$
|
350,000
|
|
(b)(d)(f)
|
$
|
—
|
|
|
2.6
|
%
|
2016 Term Loan A
|
Jan. 2016
|
|
Jan. 2022
|
(e)
|
2,426,473
|
|
(e)
|
1,954,173
|
|
|
2.6
|
%
|
||
Total bank debt
|
|
|
|
|
2,776,473
|
|
|
1,954,173
|
|
|
|
|||
Securitized debt - fixed rate:
|
|
|
|
|
|
|
|
|
|
|||||
Secured Notes, Series 2009-1, Class A-1
|
July 2009
|
|
Aug. 2019
|
|
41,333
|
|
|
51,416
|
|
|
6.3
|
%
|
||
Secured Notes, Series 2009-1, Class A-2
|
July 2009
|
|
Aug. 2029
|
|
69,438
|
|
|
68,737
|
|
|
9.0
|
%
|
||
Tower Revenue Notes, Series 2010-3
|
Jan. 2010
|
|
Jan. 2040
|
(c)
|
1,245,171
|
|
|
1,244,237
|
|
|
6.1
|
%
|
||
Tower Revenue Notes, Series 2010-6
|
Aug. 2010
|
|
Aug. 2040
|
(c)
|
994,456
|
|
|
993,557
|
|
|
4.9
|
%
|
||
Tower Revenue Notes, Series 2015-1
|
May 2015
|
|
May 2042
|
(c)
|
296,892
|
|
|
296,573
|
|
|
3.2
|
%
|
||
Tower Revenue Notes, Series 2015-2
|
May 2015
|
|
May 2045
|
(c)
|
691,805
|
|
|
691,285
|
|
|
3.7
|
%
|
||
Total securitized debt
|
|
|
|
|
3,339,095
|
|
|
3,345,805
|
|
|
|
|||
Bonds - fixed rate:
|
|
|
|
|
|
|
|
|
|
|||||
5.250% Senior Notes
|
Oct. 2012
|
|
Jan. 2023
|
|
1,638,153
|
|
|
1,637,099
|
|
|
5.3
|
%
|
||
3.849% Secured Notes
|
Dec. 2012
|
|
Apr. 2023
|
|
991,971
|
|
|
991,279
|
|
|
3.8
|
%
|
||
4.875% Senior Notes
|
Apr. 2014
|
|
Apr. 2022
|
|
841,202
|
|
|
840,322
|
|
|
4.9
|
%
|
||
3.400% Senior Notes
|
Feb./May 2016
|
|
Feb. 2021
|
|
849,811
|
|
|
849,698
|
|
|
3.4
|
%
|
||
4.450% Senior Notes
|
Feb. 2016
|
|
Feb. 2026
|
|
890,630
|
|
|
890,118
|
|
|
4.5
|
%
|
||
3.700% Senior Notes
|
May 2016
|
|
June 2026
|
|
742,316
|
|
|
741,908
|
|
|
3.7
|
%
|
||
2.250% Senior Notes
|
Sept. 2016
|
|
Sept. 2021
|
|
694,755
|
|
|
693,893
|
|
|
2.3
|
%
|
||
4.000% Senior Notes
|
Feb. 2017
|
|
March 2027
|
|
493,656
|
|
(d)
|
—
|
|
|
4.0
|
%
|
||
4.750% Senior Notes
|
May 2017
|
|
May 2047
|
|
342,474
|
|
(f)
|
—
|
|
|
4.8
|
%
|
||
Total bonds
|
|
|
|
|
7,484,968
|
|
|
6,644,317
|
|
|
|
|||
Other:
|
|
|
|
|
|
|
|
|
|
|||||
Capital leases and other obligations
|
Various
|
|
Various
|
|
240,729
|
|
|
226,847
|
|
|
Various
|
|
||
Total debt and other obligations
|
|
|
|
|
13,841,265
|
|
|
12,171,142
|
|
|
|
|||
Less: current maturities and short-term debt and other current obligations
|
|
|
|
|
114,932
|
|
|
101,749
|
|
|
|
|||
Non-current portion of long-term debt and other long-term obligations
|
|
|
|
|
$
|
13,726,333
|
|
|
$
|
12,069,393
|
|
|
|
(a)
|
See the
2016
Form 10-K, including note 8, for additional information regarding the maturity and principal amortization provisions and interest rates relating to the Company's indebtedness.
|
(b)
|
As of
June 30, 2017
, the undrawn availability under the 2016 Revolver was $
2.1 billion
.
|
(c)
|
If the respective series of such debt is not paid in full on or prior to an applicable 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 additional interest (of an additional approximately
5%
per annum) will accrue on the respective series. See the
2016
Form 10-K for additional information regarding these provisions.
|
(d)
|
In
February 2017
, the Company issued
$500 million
aggregate principal amount of
4.000%
senior unsecured notes with a maturity date of
March 2027
("4.0% Senior Notes"). The Company used the net proceeds from the 4.0% Senior Notes offering to repay a portion of the borrowings under the 2016 Revolver.
|
(e)
|
In
February 2017
, the Company entered into an amendment to the Credit Facility to (1) incur additional term loans in an aggregate principal amount of
$500 million
, and (2) extend the maturity of both the 2016 Term Loan A and the 2016 Revolver to
January 2022
.
|
(f)
|
In
May 2017
, the Company issued
$350 million
aggregate principal amount of
4.750%
senior unsecured notes due
May 2047
("4.75% Senior Notes"). The Company used the net proceeds from the 4.75% Senior Notes offering to partially fund the Wilcon Acquisition and to repay a portion of the borrowings under the 2016 Revolver.
|
|
Six Months Ending
December 31,
|
|
Years Ending December 31,
|
|
|
|
|
|
Unamortized Adjustments, Net
|
|
Total Debt and Other Obligations Outstanding
|
||||||||||||||||||||||||
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total Cash Obligations
|
|
|
||||||||||||||||||||
Scheduled contractual maturities
|
$
|
58,607
|
|
|
$
|
113,125
|
|
|
$
|
166,127
|
|
|
$
|
154,255
|
|
|
$
|
1,824,027
|
|
|
$
|
11,619,021
|
|
|
$
|
13,935,162
|
|
|
$
|
(93,897
|
)
|
|
$
|
13,841,265
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Interest expense on debt obligations
|
$
|
139,349
|
|
|
$
|
125,580
|
|
|
$
|
271,000
|
|
|
$
|
247,747
|
|
Amortization of deferred financing costs and adjustments on long-term debt
|
4,540
|
|
|
4,815
|
|
|
9,091
|
|
|
9,921
|
|
||||
Other, net of capitalized interest
|
(2,120
|
)
|
|
(1,033
|
)
|
|
(3,835
|
)
|
|
(1,928
|
)
|
||||
Total
|
$
|
141,769
|
|
|
$
|
129,362
|
|
|
$
|
276,256
|
|
|
$
|
255,740
|
|
5.
|
Fair Value Disclosures
|
|
Level in Fair Value Hierarchy
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
1
|
|
$
|
199,663
|
|
|
$
|
199,663
|
|
|
$
|
567,599
|
|
|
$
|
567,599
|
|
Restricted cash, current and non-current
|
1
|
|
122,913
|
|
|
122,913
|
|
|
129,547
|
|
|
129,547
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Total debt and other obligations
|
2
|
|
13,841,265
|
|
|
14,399,704
|
|
|
12,171,142
|
|
|
12,660,013
|
|
6.
|
Income Taxes
|
7.
|
Per Share Information
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income (loss) attributable to CCIC stockholders
|
$
|
112,114
|
|
|
$
|
86,058
|
|
|
$
|
231,252
|
|
|
$
|
133,898
|
|
Dividends on preferred stock
|
—
|
|
|
(10,997
|
)
|
|
—
|
|
|
(21,994
|
)
|
||||
Net income (loss) attributable to CCIC common stockholders for basic and diluted computations
|
$
|
112,114
|
|
|
$
|
75,061
|
|
|
$
|
231,252
|
|
|
$
|
111,904
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average number of common shares outstanding (in thousands):
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average number of common stock outstanding
|
364,493
|
|
|
337,560
|
|
|
362,662
|
|
|
335,857
|
|
||||
Effect of assumed dilution from potential common shares relating to restricted stock units and restricted stock awards
|
1,339
|
|
|
1,049
|
|
|
1,230
|
|
|
801
|
|
||||
Diluted weighted-average number of common shares outstanding
|
365,832
|
|
|
338,609
|
|
|
363,892
|
|
|
336,658
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to CCIC common stockholders, per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.31
|
|
|
$
|
0.22
|
|
|
$
|
0.64
|
|
|
$
|
0.33
|
|
Diluted
|
$
|
0.31
|
|
|
$
|
0.22
|
|
|
$
|
0.64
|
|
|
$
|
0.33
|
|
8.
|
Commitments and Contingencies
|
9.
|
Equity
|
Equity Type
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Dividends Per Share
|
|
Aggregate
Payment
Amount
(In millions)
|
|
||||
Common Stock
|
|
February 17, 2017
|
|
March 17, 2017
|
|
March 31, 2017
|
|
$
|
0.95
|
|
|
$
|
343.3
|
|
(a)
|
Common Stock
|
|
May 18, 2017
|
|
June 16, 2017
|
|
June 30, 2017
|
|
$
|
0.95
|
|
|
$
|
350.3
|
|
(a)
|
(a)
|
Inclusive of dividends accrued for holders of unvested restricted stock units, which will be paid at the time the restricted stock units vest.
|
10.
|
Operating Segments
|
|
Three Months Ended June 30, 2017
|
|
Three Months Ended June 30, 2016
|
||||||||||||||||||||||||||||
|
Towers
|
|
Small Cells
|
|
Other
|
|
Consolidated
Total
|
|
Towers
|
|
Small Cells
|
|
Other
|
|
Consolidated
Total
|
||||||||||||||||
Segment site rental revenues
|
$
|
717,645
|
|
|
$
|
151,161
|
|
|
|
|
$
|
868,806
|
|
|
$
|
705,716
|
|
|
$
|
98,884
|
|
|
|
|
$
|
804,600
|
|
||||
Segment network services and other revenues
|
157,977
|
|
|
11,552
|
|
|
|
|
169,529
|
|
|
142,053
|
|
|
15,756
|
|
|
|
|
157,809
|
|
||||||||||
Segment revenues
|
875,622
|
|
|
162,713
|
|
|
|
|
1,038,335
|
|
|
847,769
|
|
|
114,640
|
|
|
|
|
962,409
|
|
||||||||||
Segment site rental cost of operations
|
211,204
|
|
|
51,861
|
|
|
|
|
263,065
|
|
|
210,444
|
|
|
34,165
|
|
|
|
|
244,609
|
|
||||||||||
Segment network services and other cost of operations
|
95,837
|
|
|
8,604
|
|
|
|
|
104,441
|
|
|
81,922
|
|
|
12,423
|
|
|
|
|
94,345
|
|
||||||||||
Segment cost of operations
(a)
|
307,041
|
|
|
60,465
|
|
|
|
|
367,506
|
|
|
292,366
|
|
|
46,588
|
|
|
|
|
338,954
|
|
||||||||||
Segment site rental gross margin
|
506,441
|
|
|
99,300
|
|
|
|
|
605,741
|
|
|
495,272
|
|
|
64,719
|
|
|
|
|
559,991
|
|
||||||||||
Segment network services and other gross margin
|
62,140
|
|
|
2,948
|
|
|
|
|
65,088
|
|
|
60,131
|
|
|
3,333
|
|
|
|
|
63,464
|
|
||||||||||
Segment general and administrative expenses
(a)
|
22,875
|
|
|
18,666
|
|
|
40,754
|
|
|
82,295
|
|
|
22,505
|
|
|
15,718
|
|
|
35,563
|
|
|
73,786
|
|
||||||||
Segment operating profit
|
545,706
|
|
|
83,582
|
|
|
(40,754
|
)
|
|
588,534
|
|
|
532,898
|
|
|
52,334
|
|
|
(35,563
|
)
|
|
549,669
|
|
||||||||
Stock-based compensation expense
|
|
|
|
|
16,835
|
|
|
16,835
|
|
|
|
|
|
|
21,998
|
|
|
21,998
|
|
||||||||||||
Depreciation, amortization and accretion
|
|
|
|
|
295,615
|
|
|
295,615
|
|
|
|
|
|
|
276,026
|
|
|
276,026
|
|
||||||||||||
Interest expense and amortization of deferred financing costs
|
|
|
|
|
141,769
|
|
|
141,769
|
|
|
|
|
|
|
129,362
|
|
|
129,362
|
|
||||||||||||
Other income (expenses) to reconcile to income (loss) before income taxes
(b)
|
|
|
|
|
17,663
|
|
|
17,663
|
|
|
|
|
|
|
32,341
|
|
|
32,341
|
|
||||||||||||
Income (loss) before income taxes
|
|
|
|
|
|
|
$
|
116,652
|
|
|
|
|
|
|
|
|
$
|
89,942
|
|
||||||||||||
Capital expenditures
|
$
|
106,950
|
|
|
$
|
188,090
|
|
|
$
|
5,906
|
|
|
$
|
300,946
|
|
|
$
|
104,180
|
|
|
$
|
87,450
|
|
|
$
|
7,878
|
|
|
$
|
199,508
|
|
Total assets (at period end)
|
$
|
18,207,697
|
|
|
$
|
5,810,961
|
|
|
$
|
464,966
|
|
|
$
|
24,483,624
|
|
|
$
|
18,479,117
|
|
|
$
|
3,199,577
|
|
|
$
|
474,380
|
|
|
$
|
22,153,074
|
|
(a)
|
Segment cost of operations exclude (1) stock-based compensation expense of
$1.4 million
and
$4.4 million
for the three months ended
June 30, 2017 and 2016
, respectively, and (2) prepaid lease purchase price adjustments of
$5.0 million
and
$5.4 million
for the three months ended
June 30, 2017 and 2016
, respectively. Segment general and administrative expenses exclude stock-based compensation expense of
$15.4 million
and
$17.6 million
for the three months ended
June 30, 2017 and 2016
, respectively.
|
(b)
|
See condensed consolidated statement of operations for further information.
|
|
Six Months Ended June 30, 2017
|
|
Six Months Ended June 30, 2016
|
||||||||||||||||||||||||||||
|
Towers
|
|
Small Cells
|
|
Other
|
|
Consolidated
Total
|
|
Towers
|
|
Small Cells
|
|
Other
|
|
Consolidated
Total
|
||||||||||||||||
Segment site rental revenues
|
$
|
1,434,181
|
|
|
$
|
291,561
|
|
|
|
|
$
|
1,725,742
|
|
|
$
|
1,408,555
|
|
|
$
|
195,338
|
|
|
|
|
$
|
1,603,893
|
|
||||
Segment network services and other revenues
|
307,592
|
|
|
20,943
|
|
|
|
|
328,535
|
|
|
267,063
|
|
|
25,836
|
|
|
|
|
292,899
|
|
||||||||||
Segment revenues
|
1,741,773
|
|
|
312,504
|
|
|
|
|
2,054,277
|
|
|
1,675,618
|
|
|
221,174
|
|
|
|
|
1,896,792
|
|
||||||||||
Segment site rental cost of operations
|
420,668
|
|
|
99,107
|
|
|
|
|
519,775
|
|
|
415,009
|
|
|
71,648
|
|
|
|
|
486,657
|
|
||||||||||
Segment network services and other cost of operations
|
184,773
|
|
|
16,833
|
|
|
|
|
201,606
|
|
|
151,911
|
|
|
20,458
|
|
|
|
|
172,369
|
|
||||||||||
Segment cost of operations
(a)
|
605,441
|
|
|
115,940
|
|
|
|
|
721,381
|
|
|
566,920
|
|
|
92,106
|
|
|
|
|
659,026
|
|
||||||||||
Segment site rental gross margin
|
1,013,513
|
|
|
192,454
|
|
|
|
|
1,205,967
|
|
|
993,546
|
|
|
123,690
|
|
|
|
|
1,117,236
|
|
||||||||||
Segment network services and other gross margin
|
122,819
|
|
|
4,110
|
|
|
|
|
126,929
|
|
|
115,152
|
|
|
5,378
|
|
|
|
|
120,530
|
|
||||||||||
Segment general and administrative expenses
(a)
|
46,635
|
|
|
36,355
|
|
|
79,960
|
|
|
162,950
|
|
|
46,104
|
|
|
31,240
|
|
|
71,635
|
|
|
148,979
|
|
||||||||
Segment operating profit
|
1,089,697
|
|
|
160,209
|
|
|
(79,960
|
)
|
|
1,169,946
|
|
|
1,062,594
|
|
|
97,828
|
|
|
(71,635
|
)
|
|
1,088,787
|
|
||||||||
Stock-based compensation expense
|
|
|
|
|
41,777
|
|
|
41,777
|
|
|
|
|
|
|
52,703
|
|
|
52,703
|
|
||||||||||||
Depreciation, amortization and accretion
|
|
|
|
|
584,164
|
|
|
584,164
|
|
|
|
|
|
|
553,901
|
|
|
553,901
|
|
||||||||||||
Interest expense and amortization of deferred financing costs
|
|
|
|
|
276,256
|
|
|
276,256
|
|
|
|
|
|
|
255,740
|
|
|
255,740
|
|
||||||||||||
Other income (expenses) to reconcile to income (loss) from continuing operations before income taxes
(b)
|
|
|
|
|
27,590
|
|
|
27,590
|
|
|
|
|
|
|
84,789
|
|
|
84,789
|
|
||||||||||||
Income (loss) from continuing operations before income taxes
|
|
|
|
|
|
|
$
|
240,159
|
|
|
|
|
|
|
|
|
$
|
141,654
|
|
||||||||||||
Capital expenditures
|
$
|
208,425
|
|
|
$
|
342,356
|
|
|
$
|
12,580
|
|
|
$
|
563,361
|
|
|
$
|
215,221
|
|
|
$
|
167,603
|
|
|
$
|
10,173
|
|
|
$
|
392,997
|
|
(a)
|
Segment cost of operations exclude (1) stock-based compensation expense of
$6.3 million
and
$12.7 million
for the
six
months ended
June 30, 2017 and 2016
, respectively, and (2) prepaid lease purchase price adjustments of
$10.1 million
and
$10.6 million
for the
six
months ended
June 30, 2017 and 2016
, respectively. Segment general and administrative expenses exclude stock-based compensation expense of
$35.5 million
and
$40.0 million
for the
six
months ended
June 30, 2017 and 2016
, respectively.
|
(b)
|
See condensed consolidated statement of operations for further information.
|
11.
|
Supplemental Cash Flow Information
|
|
Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Interest paid
|
$
|
260,255
|
|
|
$
|
217,783
|
|
Income taxes paid
|
10,372
|
|
|
10,186
|
|
||
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
||||
Increase (decrease) in accounts payable for purchases of property and equipment
|
(7,825
|
)
|
|
(10,197
|
)
|
||
Purchase of property and equipment under capital leases and installment purchases
|
17,933
|
|
|
25,444
|
|
12.
|
Subsequent Events
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Grow cash flows from our wireless infrastructure.
We seek to maximize our site rental cash flows by working with our customers to provide them quick access to our wireless infrastructure and entering into associated long-term leases. Tenant additions or modifications of existing tenant equipment (collectively, "tenant additions") enable our customers to expand coverage and capacity in order to meet increasing demand for wireless connectivity, while generating high incremental returns for our business. We believe our product offerings of towers and small cells provide a comprehensive solution to our customers' growing connectivity needs through our shared wireless infrastructure model, which is an efficient and cost effective way to serve our customers. We also believe that there will be considerable future demand for our wireless infrastructure based on the location of our wireless infrastructure and the rapid growth in wireless connectivity, which will lead to future growth in the wireless industry.
|
•
|
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):
|
◦
|
purchases of shares of our common stock from time to time;
|
◦
|
acquisitions or construction of towers, fiber and small cells;
|
◦
|
acquisitions of land interests under towers;
|
◦
|
improvements and structural enhancements to our existing wireless infrastructure; or
|
◦
|
purchases, repayments or redemptions of our debt.
|
•
|
We operate as a REIT for U.S. federal income tax purposes.
|
◦
|
As a REIT, we are generally entitled to a deduction for dividends that we pay and therefore are not subject to U.S. federal corporate income tax on our taxable income that is distributed to our stockholders.
|
◦
|
To qualify and be taxed as a REIT, we will generally be required to distribute at least 90% of our REIT taxable income, after the utilization of our NOLs (determined without regard to the dividends paid deduction and excluding net capital gain), each year to our stockholders.
|
◦
|
See note
6
to our condensed consolidated financial statements for further discussion of our REIT status.
|
•
|
Potential growth resulting from wireless network expansion and new entrants caused by increasing demand for data and connectivity
|
◦
|
We expect wireless carriers will continue their focus on improving network quality and expanding capacity by utilizing a combination of towers and small cells solutions. We believe our product offerings of towers and small cells provide a comprehensive wireless solution to our customers' growing wireless infrastructure needs.
|
◦
|
We expect existing and potential new customer 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 both network quality and capacity, including the use of both towers and small cells or (6) the availability of additional spectrum.
|
◦
|
Tenant additions are achieved at a low incremental operating cost, delivering high incremental returns.
|
•
|
Substantially all of our wireless infrastructure can accommodate additional tenancy, either as currently constructed or with appropriate modifications.
|
◦
|
U.S. wireless carriers continue to invest in their networks.
|
•
|
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 $19 billion of expected future cash inflows.
|
•
|
Revenues predominately from large wireless carriers
|
◦
|
Approximately
86%
of our site rental revenues were derived from AT&T, Sprint, T-Mobile, and Verizon Wireless. See also
"Item 2. MD&A—General Overview—Outlook Highlights"
presented below.
|
•
|
Majority of land interests under our towers under long-term control
|
◦
|
Approximately 90% of our Towers site rental gross margin and more than 75% of our Towers 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 over one-third of our Towers site rental gross margin.
|
•
|
Minimal sustaining capital expenditure requirements
|
◦
|
Sustaining capital expenditures represented less than
2%
of net revenues.
|
•
|
Debt portfolio with long-dated maturities extended over multiple years, with the majority of such debt having a fixed rate (see
"Item 3. Quantitative and Qualitative Disclosures About Market Risk"
for a further discussion of our debt)
|
◦
|
After giving effect to the August 2017 Senior Notes Offering,
82%
of our debt is fixed rate.
|
◦
|
Our debt service coverage and leverage ratios were comfortably within their respective financial maintenance covenants.
|
•
|
During 2017, we have completed the following debt and equity financing transactions. See notes
4
, 9 and 12 to our condensed consolidated financial statements and
"Item 2. MD&A—Liquidity and Capital Resources".
|
◦
|
In February 2017, we issued the 4.0% Senior Notes and used the net proceeds to repay a portion of the borrowings under the 2016 Revolver.
|
◦
|
In February 2017, we entered into an amendment to the Credit Facility to (1) incur additional term loans in an aggregate principal amount of $500 million and (2) extend the maturity of both the 2016 Term Loan A and the 2016 Revolver to January 2022.
|
◦
|
In May 2017, we issued the 4.75% Senior Notes and used the net proceeds (1) to partially fund the Wilcon Acquisition and (2) to repay a portion of the borrowings under the 2016 Revolver.
|
◦
|
During May 2017, we completed the May 2017 Equity Financing, which generated net proceeds of approximately $442 million, and used the net proceeds to partially fund the Wilcon Acquisition.
|
◦
|
During July and August 2017, we completed the following financings, the collective proceeds of which we anticipate using to fund the Proposed Lightower Acquisition and pay related fees and expenses (see note 12):
|
◦
|
the July 2017 Common Stock Offering, which generated net proceeds of approximately
$3.8 billion
;
|
◦
|
the Mandatory Convertible Preferred Stock Offering, which generated net proceeds of approximately
$1.6 billion
; and
|
◦
|
the August 2017 Senior Notes Offering, which generated net proceeds of approximately $1.7 billion.
|
•
|
Significant cash flows from operations
|
◦
|
Net cash provided by operating activities was
$934.1 million
.
|
◦
|
In addition to the positive impact of contractual escalators, we expect to grow our core business of providing access to our wireless infrastructure as a result of future anticipated additional demand for our wireless infrastructure.
|
•
|
Returning cash flows provided by operations to stockholders in the form of dividends
|
◦
|
During each of March and June of 2017, we paid a common stock cash dividend of $0.95 per share, totaling approximately
$696.0 million
. We currently expect our anticipated common stock dividends over the next 12 months to be a cumulative amount of at least $3.80 per share, or an aggregate amount of approximately
$1.5 billion
. Over time, we expect to increase our dividend per share generally commensurate with our realized growth in cash flows. Any future dividends are subject to the approval of our board of directors.
|
•
|
Investing capital efficiently to grow long-term dividends per share
|
◦
|
Discretionary capital expenditures were
$527.9 million
, including wireless infrastructure improvements in order to support additional site rentals, construction of wireless infrastructure and land purchases.
|
◦
|
See note 3 to our condensed consolidated financial statements for a discussion of the FiberNet Acquisition and the Wilcon Acquisition and note 12 to our condensed consolidated financial statements for a discussion of the Proposed Lightower Acquisition, all of which we expect to leverage to support the construction of new small cells and fiber.
|
•
|
We expect that our full year
2017
site rental revenue growth will be impacted by (1) a healthy environment for tenant additions, as large wireless carriers upgrade and enhance their networks to meet the increasing need for wireless connectivity, (2) the FiberNet Acquisition and the Wilcon Acquisition (see note 3 to our condensed consolidated financial statements), and (3) anticipated non-renewals of tenant leases primarily resulting from our customers' decommissioning of the Acquired Networks.
|
•
|
We expect capital expenditures for
2017
to equal or exceed levels from 2016 with a continued increase in the construction of new small cells. We also expect sustaining capital expenditures to be approximately 2% of net revenues for full year
2017
.
|
•
|
We expect the Proposed Lightower Acquisition to close by the end of 2017.
|
($ in thousands)
|
|
Three Months Ended June 30,
|
|
|
|
|
||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|
Site rental revenues:
|
|
|
|
|
|
|
|
|
Towers site rental revenues
|
|
$717,645
|
|
$705,716
|
|
+$11,929
|
|
+2%
|
Small Cells site rental revenues
|
|
$151,161
|
|
$98,884
|
|
+$52,277
|
|
+53%
|
Total site rental revenues
|
|
$868,806
|
|
$804,600
|
|
+$64,206
|
|
+8%
|
Segment site rental gross margin:
|
|
|
|
|
|
|
|
|
Towers site rental gross margin
(b)
|
|
$506,441
|
|
$495,272
|
|
+$11,169
|
|
+2%
|
Small Cells site rental gross margin
(b)
|
|
$99,300
|
|
$64,719
|
|
+$34,581
|
|
+53%
|
Segment network services and other gross margin:
|
|
|
|
|
|
|
|
|
Towers network services and other gross margin
(b)
|
|
$62,140
|
|
$60,131
|
|
+$2,009
|
|
+3%
|
Small Cells network services and other gross margin
(b)
|
|
$2,948
|
|
$3,333
|
|
-$385
|
|
-12%
|
Segment operating profit:
|
|
|
|
|
|
|
|
|
Towers operating profit
(b)
|
|
$545,706
|
|
$532,898
|
|
+$12,808
|
|
+2%
|
Small Cells operating profit
(b)
|
|
$83,582
|
|
$52,334
|
|
+$31,248
|
|
+60%
|
Adjusted EBITDA
(a)
|
|
$588,534
|
|
$549,669
|
|
+$38,865
|
|
+7%
|
Net income attributable to CCIC common stockholders
|
|
$112,114
|
|
$75,061
|
|
+$37,053
|
|
+49%
|
(a)
|
See reconciliation of Adjusted EBITDA in "Item 2. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures."
|
(b)
|
See note 10 to our condensed consolidated financial statements for further discussion of our definitions of segment site rental gross margin, segment network services and other gross margin and segment operating profit.
|
(a)
|
Includes (1) amortization of up front payments received from long-term tenant contracts and other deferred credits (commonly referred to as prepaid rent) and (2) the construction of small cells.
|
(b)
|
Represents initial contribution of acquisitions and tower builds until the one-year anniversary of the acquisition or build.
|
($ in thousands)
|
|
Six Months Ended June 30,
|
|
|
|
|
||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|
Site rental revenues:
|
|
|
|
|
|
|
|
|
Towers site rental revenues
|
|
$1,434,181
|
|
$1,408,555
|
|
+$25,626
|
|
+2%
|
Small cells site rental revenues
|
|
$291,561
|
|
$195,338
|
|
+$96,223
|
|
+49%
|
Total site rental revenues
|
|
$1,725,742
|
|
$1,603,893
|
|
+$121,849
|
|
+8%
|
Segment site rental gross margin:
|
|
|
|
|
|
|
|
|
Towers site rental gross margin
(b)
|
|
$1,013,513
|
|
$993,546
|
|
+$19,967
|
|
+2%
|
Small cells site rental gross margin
(b)
|
|
$192,454
|
|
$123,690
|
|
+$68,764
|
|
+56%
|
Segment network services and other gross margin:
|
|
|
|
|
|
|
|
|
Towers network services and other gross margin
(b)
|
|
$122,819
|
|
$115,152
|
|
+$7,667
|
|
+7%
|
Small cells network services and other gross margin
(b)
|
|
$4,110
|
|
$5,378
|
|
-$1,268
|
|
-24%
|
Segment operating profit:
|
|
|
|
|
|
|
|
|
Towers operating profit
(b)
|
|
$1,089,697
|
|
$1,062,594
|
|
+$27,103
|
|
+3%
|
Small cells operating profit
(b)
|
|
$160,209
|
|
$97,828
|
|
+$62,381
|
|
+64%
|
Adjusted EBITDA
(a)
|
|
$1,169,946
|
|
$1,088,787
|
|
+$81,159
|
|
+7%
|
Net income attributable to CCIC common stockholders
|
|
$231,252
|
|
$111,904
|
|
+$119,348
|
|
+107%
|
(a)
|
See reconciliation of Adjusted EBITDA in
"Item 2. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures."
|
(b)
|
See note 10 to our condensed consolidated financial statements for further discussion of our definitions of segment site rental gross margin, segment network services and other gross margin and segment operating profit.
|
(a)
|
Includes (1) amortization of up front payments received from long-term tenant contracts and other deferred credits (commonly referred to as prepaid rent) and (2) the construction of small cells.
|
(b)
|
Represents initial contribution of acquisitions and tower builds until the one-year anniversary of the acquisition or build.
|
|
June 30, 2017
|
||
|
(In thousands of dollars)
|
||
Cash and cash equivalents
(a)
|
$
|
7,450,871
|
|
Undrawn 2016 Revolver availability
(b)
|
2,140,426
|
|
|
Total debt and other long-term obligations
|
15,577,473
|
|
|
Total equity
|
12,956,309
|
|
(a)
|
Exclusive of restricted cash.
|
(b)
|
Availability at any point in time is subject to certain restrictions based on the maintenance of financial covenants contained in the 2016 Credit Facility. See our
2016
Form 10-K.
|
•
|
Our liquidity sources may include (1) cash on hand, (2) net cash provided by operating activities, (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) the funding of the Proposed Lightower Acquisition, (2) debt service obligations of
$114.9 million
(principal payments), (3) common stock dividend payments expected to be at least $3.80 per share, or an aggregate amount of approximately
$1.5 billion
, subject to future approval by our board of directors (see
"Item 2. MD&A—Business Fundamentals and Results"
), (4) Mandatory Convertible Preferred Stock dividend payments of approximately $113 million, and (5) 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, our 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 3. Quantitative and Qualitative Disclosures About Market Risk"
for a tabular presentation as of
June 30, 2017
of our scheduled contractual debt maturities and a discussion of anticipated repayment dates.
|
|
Six Months Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
|
(In thousands of dollars)
|
||||||||||
Net increase (decrease) in cash and cash equivalents provided by (used for) continuing operations:
|
|
|
|
|
|
||||||
Operating activities
|
$
|
934,109
|
|
|
$
|
918,181
|
|
|
$
|
15,928
|
|
Investing activities
|
(2,674,224
|
)
|
|
(876,934
|
)
|
|
(1,797,290
|
)
|
|||
Financing activities
|
1,371,477
|
|
|
(131,189
|
)
|
|
1,502,666
|
|
|||
Net increase (decrease) in cash and cash equivalents from continuing operations
|
(368,638
|
)
|
|
(89,942
|
)
|
|
(278,696
|
)
|
|||
Net increase (decrease) in cash and cash equivalents from discontinued operations
|
—
|
|
|
113,150
|
|
|
(113,150
|
)
|
|||
Effect of exchange rate changes on cash
|
702
|
|
|
320
|
|
|
382
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
(367,936
|
)
|
|
$
|
23,528
|
|
|
$
|
(391,464
|
)
|
•
|
Discretionary capital expenditures are 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 new leasing 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. Construction of new wireless infrastructure is predominately comprised of the design and construction of fiber and small cells. 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.
|
|
Three Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Net income (loss)
|
$
|
112,114
|
|
|
$
|
86,058
|
|
Adjustments to increase (decrease) net income (loss):
|
|
|
|
||||
Asset write-down charges
|
4,327
|
|
|
11,952
|
|
||
Acquisition and integration costs
|
8,250
|
|
|
3,141
|
|
||
Depreciation, amortization and accretion
|
295,615
|
|
|
276,026
|
|
||
Amortization of prepaid lease purchase price adjustments
|
5,007
|
|
|
5,367
|
|
||
Interest expense and amortization of deferred financing costs
|
141,769
|
|
|
129,362
|
|
||
Gains (losses) on retirement of long-term obligations
|
—
|
|
|
11,468
|
|
||
Interest income
|
(1,027
|
)
|
|
(105
|
)
|
||
Other income (expense)
|
1,106
|
|
|
518
|
|
||
Benefit (provision) for income taxes
|
4,538
|
|
|
3,884
|
|
||
Stock-based compensation expense
|
16,835
|
|
|
21,998
|
|
||
Adjusted EBITDA
|
$
|
588,534
|
|
|
$
|
549,669
|
|
|
Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Net income (loss)
|
$
|
231,252
|
|
|
$
|
133,898
|
|
Adjustments to increase (decrease) net income (loss):
|
|
|
|
||||
Asset write-down charges
|
4,972
|
|
|
19,912
|
|
||
Acquisition and integration costs
|
13,900
|
|
|
8,779
|
|
||
Depreciation, amortization and accretion
|
584,164
|
|
|
553,901
|
|
||
Amortization of prepaid lease purchase price adjustments
|
10,084
|
|
|
10,569
|
|
||
Interest expense and amortization of deferred financing costs
|
276,256
|
|
|
255,740
|
|
||
Gains (losses) on retirement of long-term obligations
|
3,525
|
|
|
42,017
|
|
||
Interest income
|
(1,397
|
)
|
|
(279
|
)
|
||
Other income (expense)
|
(3,494
|
)
|
|
3,791
|
|
||
Benefit (provision) for income taxes
|
8,907
|
|
|
7,756
|
|
||
Stock-based compensation expense
|
41,777
|
|
|
52,703
|
|
||
Adjusted EBITDA
|
$
|
1,169,946
|
|
|
$
|
1,088,787
|
|
•
|
it is the primary measure used by our management (1) to evaluate the economic productivity of our operations and (2) for purposes of making decisions about allocating resources to, and assessing the performance of our operations;
|
•
|
although specific definitions may vary, it is widely used by investors or other interested parties in evaluation of the wireless infrastructure sector and other REITs to measure financial performance without regard to items such as depreciation, amortization and accretion, which can vary depending upon accounting methods and the book value of assets;
|
•
|
we believe it helps investors and other interested parties 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 financial results; and
|
•
|
it is similar to the measure of current financial performance generally used in our debt covenant calculations.
|
•
|
as a performance goal in employee annual incentive compensation;
|
•
|
as a measurement of financial performance because it assists us in comparing our financial 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 financial 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;
|
•
|
in determining self-imposed limits on our debt levels, including the evaluation of our leverage ratio and interest coverage ratio; and
|
•
|
with respect to compliance with our debt covenants, which require us to maintain certain financial ratios that incorporate concepts such as, or similar to, Adjusted EBITDA.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
•
|
the potential refinancing of our existing debt (
$15.6 billion
outstanding at
June 30, 2017
and
$12.2 billion
at
December 31, 2016
);
|
•
|
our
$2.8 billion
and
$2.0 billion
of floating rate debt at
June 30, 2017
and
December 31, 2016
, respectively, which represented approximately
18%
and
16%
of our total debt, as of
June 30, 2017
and as of
December 31, 2016
, respectively; and
|
•
|
potential future borrowings of incremental debt, including borrowings on our 2016 Credit Facility.
|
|
Future Principal Payments and Interest Rates by the Debt Instruments' Contractual Year of Maturity
|
||||||||||||||||||||||||||||||
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
|
Fair Value
(a)
|
||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate
(c)
|
$
|
27,826
|
|
|
$
|
51,562
|
|
|
$
|
43,002
|
|
|
$
|
31,130
|
|
|
$
|
1,577,777
|
|
|
$
|
11,172,146
|
|
|
$
|
12,903,443
|
|
|
$
|
13,377,352
|
|
Average interest rate
(b)(c)(d)
|
4.4
|
%
|
|
4.5
|
%
|
|
4.6
|
%
|
|
4.7
|
%
|
|
2.9
|
%
|
|
5.9
|
%
|
|
5.6
|
%
|
|
|
|||||||||
Variable rate
(e)
|
$
|
30,781
|
|
|
$
|
61,563
|
|
|
$
|
123,125
|
|
|
$
|
123,125
|
|
|
$
|
246,250
|
|
|
$
|
2,196,875
|
|
|
$
|
2,781,719
|
|
|
$
|
2,769,560
|
|
Average interest rate
(b)
|
2.7
|
%
|
|
3.0
|
%
|
|
3.2
|
%
|
|
3.5
|
%
|
|
3.6
|
%
|
|
3.7
|
%
|
|
3.6
|
%
|
|
|
(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 footnotes (c) and (d)).
|
(c)
|
The impact of principal payments that will
commence following
the anticipated repayment dates is not considered.
The Tower Revenue Notes have a principal amount of $2.3 billion, $300 million, and $700 million, with anticipated repayment dates in 2020, 2022 and 2025, respectively
.
|
(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 2040 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
2016
Excess Cash Flow of the issuers of the Tower Revenue Notes was approximately $
563.8 million
.
We currently expect to refinance these notes on or prior to the respective anticipated repayment dates.
|
(e)
|
Predominantly consists of our 2016 Term Loan A maturing in 2022.
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
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)
|
|
|
|
|
|
|
|||||
April 1 - April 30, 2017
|
|
2
|
|
|
$
|
94.47
|
|
|
—
|
|
|
—
|
|
May 1 - May 31, 2017
|
|
2
|
|
|
101.48
|
|
|
—
|
|
|
—
|
|
|
June 1 - June 30, 2017
|
|
2
|
|
|
101.70
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
6
|
|
|
$
|
98.95
|
|
|
—
|
|
|
—
|
|
ITEM 6.
|
EXHIBITS
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
(c)
|
2.1
|
|
|
|
|
|
|
(d)
|
3.1
|
|
|
|
|
|
|
(d)
|
3.2
|
|
|
|
|
|
|
(d)
|
3.3
|
|
|
|
|
|
|
(a)
|
3.4
|
|
|
|
|
|
|
(b)
|
4.1
|
|
|
|
|
|
|
(e)
|
4.2
|
|
|
|
|
|
|
*
|
10.1
|
|
|
|
|
|
|
*
|
31.1
|
|
|
|
|
|
|
*
|
31.2
|
|
|
|
|
|
|
†
|
32.1
|
|
|
|
|
|
|
*
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
*
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
*
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
*
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
*
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
*
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
†
|
Furnished herewith.
|
(a)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on August 4, 2015.
|
(b)
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Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on May 1, 2017.
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(c)
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Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on July 19, 2017.
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(d)
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Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on July 26, 2017.
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(e)
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Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on August 1, 2017.
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CROWN CASTLE INTERNATIONAL CORP.
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Date:
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August 7, 2017
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By:
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/s/ D
ANIEL
K. S
CHLANGER
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Daniel K. Schlanger
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Senior Vice President and Chief Financial Officer
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(Principal Financial Officer)
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Date:
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August 7, 2017
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By:
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/s/ R
OBERT
S. C
OLLINS
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Robert S. Collins
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Vice President and Controller
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(Principal Accounting Officer)
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CROWN CASTLE INTERNATIONAL CORP.
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By:
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Name:
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Holder Signature
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Title:
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Date:
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Date
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1.
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I have reviewed this report on Form 10-Q of Crown Castle International Corp. (“registrant”);
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2.
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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;
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3.
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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;
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4.
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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:
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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/s/ Jay A. Brown
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Jay A. Brown
President and Chief Executive Officer
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1.
|
I have reviewed this report on Form 10-Q 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
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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
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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.
|
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/s/ Daniel K. Schlanger
|
|
|
Daniel K. Schlanger
Senior Vice President and Chief Financial Officer
|
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1)
|
the Report complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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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
June 30, 2017
(the last date of the period covered by the Report).
|
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/s/ Jay A. Brown
|
|
|
Jay A. Brown
President and Chief Executive Officer
|
|
|
August 7, 2017
|
|
|
|
|
|
/s/ Daniel K. Schlanger
|
|
|
Daniel K. Schlanger
Senior Vice President and Chief Financial Officer
|
|
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August 7, 2017
|
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