|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
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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Page
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|||
ITEM 1.
|
|
||
|
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
|
|
|
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|
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|
||
|
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|
||
ITEM 2.
|
|
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ITEM 3.
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ITEM 4.
|
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||
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|||
ITEM 1.
|
LEGAL PROCEEDINGS
|
|
|
ITEM 1A.
|
|
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ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
|
|
ITEM 6.
|
|
||
EXHIBIT INDEX
|
|
||
SIGNATURES
|
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
206
|
|
|
$
|
314
|
|
Restricted cash
|
125
|
|
|
121
|
|
||
Receivables, net
|
455
|
|
|
398
|
|
||
Prepaid expenses
|
197
|
|
|
162
|
|
||
Other current assets
|
181
|
|
|
139
|
|
||
Total current assets
|
1,164
|
|
|
1,134
|
|
||
Deferred site rental receivables
|
1,303
|
|
|
1,300
|
|
||
Property and equipment, net of accumulated depreciation of $8,023 and $7,500, respectively
|
13,218
|
|
|
12,933
|
|
||
Goodwill
|
10,075
|
|
|
10,021
|
|
||
Other intangible assets, net
|
5,729
|
|
|
5,962
|
|
||
Long-term prepaid rent and other assets, net
|
885
|
|
|
879
|
|
||
Total assets
|
$
|
32,374
|
|
|
$
|
32,229
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
272
|
|
|
$
|
249
|
|
Accrued interest
|
154
|
|
|
132
|
|
||
Deferred revenues
|
476
|
|
|
457
|
|
||
Other accrued liabilities
|
272
|
|
|
339
|
|
||
Current maturities of debt and other obligations
|
112
|
|
|
115
|
|
||
Total current liabilities
|
1,286
|
|
|
1,292
|
|
||
Debt and other long-term obligations
|
15,844
|
|
|
16,044
|
|
||
Other long-term liabilities
|
2,678
|
|
|
2,554
|
|
||
Total liabilities
|
19,808
|
|
|
19,890
|
|
||
Commitments and contingencies (note 9)
|
|
|
|
||||
CCIC stockholders' equity:
|
|
|
|
||||
Common stock, $0.01 par value; 600 shares authorized; shares issued and outstanding: June 30, 2018—415 and December 31, 2017—406
|
4
|
|
|
4
|
|
||
6.875% Mandatory Convertible Preferred Stock, Series A, $0.01 par value; 20 shares authorized; shares issued and outstanding: June 30, 2018—2 and December 31, 2017—2; aggregate liquidation value: June 30, 2018—$1,650 and December 31, 2017—$1,650
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
17,711
|
|
|
16,844
|
|
||
Accumulated other comprehensive income (loss)
|
(5
|
)
|
|
(4
|
)
|
||
Dividends/distributions in excess of earnings
|
(5,144
|
)
|
|
(4,505
|
)
|
||
Total equity
|
12,566
|
|
|
12,339
|
|
||
Total liabilities and equity
|
$
|
32,374
|
|
|
$
|
32,229
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net revenues:
|
|
|
|
|
|
|
|
||||||||
Site rental
|
$
|
1,169
|
|
|
$
|
869
|
|
|
$
|
2,323
|
|
|
$
|
1,726
|
|
Network services and other
|
161
|
|
|
169
|
|
|
307
|
|
|
328
|
|
||||
Net revenues
|
1,330
|
|
|
1,038
|
|
|
2,630
|
|
|
2,054
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Costs of operations
(a)
:
|
|
|
|
|
|
|
|
||||||||
Site rental
|
355
|
|
|
269
|
|
|
702
|
|
|
534
|
|
||||
Network services and other
|
99
|
|
|
104
|
|
|
185
|
|
|
203
|
|
||||
General and administrative
|
138
|
|
|
98
|
|
|
273
|
|
|
199
|
|
||||
Asset write-down charges
|
6
|
|
|
4
|
|
|
9
|
|
|
5
|
|
||||
Acquisition and integration costs
|
8
|
|
|
8
|
|
|
14
|
|
|
14
|
|
||||
Depreciation, amortization and accretion
|
379
|
|
|
296
|
|
|
753
|
|
|
584
|
|
||||
Total operating expenses
|
985
|
|
|
779
|
|
|
1,936
|
|
|
1,539
|
|
||||
Operating income (loss)
|
345
|
|
|
259
|
|
|
694
|
|
|
515
|
|
||||
Interest expense and amortization of deferred financing costs
|
(158
|
)
|
|
(142
|
)
|
|
(318
|
)
|
|
(276
|
)
|
||||
Gains (losses) on retirement of long-term obligations
|
(3
|
)
|
|
—
|
|
|
(74
|
)
|
|
(4
|
)
|
||||
Interest income
|
1
|
|
|
1
|
|
|
2
|
|
|
1
|
|
||||
Other income (expense)
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
4
|
|
||||
Income (loss) before income taxes
|
185
|
|
|
117
|
|
|
303
|
|
|
240
|
|
||||
Benefit (provision) for income taxes
|
(5
|
)
|
|
(5
|
)
|
|
(9
|
)
|
|
(9
|
)
|
||||
Net income (loss) attributable to CCIC stockholders
|
180
|
|
|
112
|
|
|
294
|
|
|
231
|
|
||||
Dividends on preferred stock
|
(28
|
)
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
||||
Net income (loss) attributable to CCIC common stockholders
|
$
|
152
|
|
|
$
|
112
|
|
|
$
|
237
|
|
|
$
|
231
|
|
Net income (loss)
|
$
|
180
|
|
|
$
|
112
|
|
|
$
|
294
|
|
|
$
|
231
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(1
|
)
|
|
1
|
|
|
(1
|
)
|
|
1
|
|
||||
Total other comprehensive income (loss)
|
(1
|
)
|
|
1
|
|
|
(1
|
)
|
|
1
|
|
||||
Comprehensive income (loss) attributable to CCIC stockholders
|
$
|
179
|
|
|
$
|
113
|
|
|
$
|
293
|
|
|
$
|
232
|
|
Net income (loss) attributable to CCIC common stockholders, per common share:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to CCIC common stockholders—basic
|
$
|
0.37
|
|
|
$
|
0.31
|
|
|
$
|
0.58
|
|
|
$
|
0.64
|
|
Net income (loss) attributable to CCIC common stockholders—diluted
|
$
|
0.36
|
|
|
$
|
0.31
|
|
|
$
|
0.57
|
|
|
$
|
0.64
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
415
|
|
364
|
|
|
412
|
|
363
|
|||||||
Diluted
|
416
|
|
366
|
|
|
413
|
|
364
|
|||||||
Dividends/distributions declared per share of common stock
|
$
|
1.05
|
|
|
$
|
0.95
|
|
|
$
|
2.10
|
|
|
$
|
1.90
|
|
(a)
|
Exclusive of depreciation, amortization and accretion shown separately.
|
|
Six Months Ended June 30,
|
|
||||||
|
2018
|
(a)
|
2017
|
(a)
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income (loss)
|
$
|
294
|
|
|
$
|
231
|
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
|
|
|
|
|
||||
Depreciation, amortization and accretion
|
753
|
|
|
584
|
|
|
||
(Gains) losses on retirement of long-term obligations
|
74
|
|
|
4
|
|
|
||
Amortization of deferred financing costs and other non-cash interest
|
4
|
|
|
5
|
|
|
||
Stock-based compensation expense
|
47
|
|
|
45
|
|
|
||
Asset write-down charges
|
9
|
|
|
5
|
|
|
||
Deferred income tax (benefit) provision
|
1
|
|
|
—
|
|
|
||
Other non-cash adjustments, net
|
1
|
|
|
(3
|
)
|
|
||
Changes in assets and liabilities, excluding the effects of acquisitions:
|
|
|
|
|
||||
Increase (decrease) in accrued interest
|
22
|
|
|
11
|
|
|
||
Increase (decrease) in accounts payable
|
3
|
|
|
(17
|
)
|
|
||
Increase (decrease) in deferred revenues, deferred ground lease payables, other accrued liabilities and other liabilities
|
53
|
|
|
23
|
|
|
||
Decrease (increase) in receivables
|
(59
|
)
|
|
91
|
|
|
||
Decrease (increase) in prepaid expenses, deferred site rental receivables, long-term prepaid rent and other assets
|
(91
|
)
|
|
(48
|
)
|
|
||
Net cash provided by (used for) operating activities
|
1,111
|
|
|
931
|
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Payments for acquisitions, net of cash acquired
|
(18
|
)
|
|
(2,104
|
)
|
|
||
Capital expenditures
|
(763
|
)
|
|
(563
|
)
|
|
||
Other investing activities, net
|
3
|
|
|
(8
|
)
|
|
||
Net cash provided by (used for) investing activities
|
(778
|
)
|
|
(2,675
|
)
|
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from issuance of long-term debt
|
1,743
|
|
|
1,345
|
|
|
||
Principal payments on debt and other long-term obligations
|
(47
|
)
|
|
(60
|
)
|
|
||
Purchases and redemptions of long-term debt
|
(1,318
|
)
|
|
—
|
|
|
||
Borrowings under revolving credit facility
|
485
|
|
|
1,755
|
|
|
||
Payments under revolving credit facility
|
(1,150
|
)
|
|
(1,405
|
)
|
|
||
Payments for financing costs
|
(20
|
)
|
|
(11
|
)
|
|
||
Net proceeds from issuance of common stock
|
841
|
|
|
464
|
|
|
||
Purchases of common stock
|
(34
|
)
|
|
(23
|
)
|
|
||
Dividends/distributions paid on common stock
|
(879
|
)
|
|
(696
|
)
|
|
||
Dividends paid on preferred stock
|
(57
|
)
|
|
—
|
|
|
||
Net cash provided by (used for) financing activities
|
(436
|
)
|
|
1,369
|
|
|
||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
(103
|
)
|
|
(375
|
)
|
|
||
Discontinued operations:
|
|
|
|
|
||||
Net cash provided by (used for) operating activities
|
|
|
|
—
|
|
|
||
Net cash provided by (used for) investing activities
|
|
|
|
—
|
|
|
||
Net increase (decrease) in cash and cash equivalents and restricted cash
—
discontinued operations
|
—
|
|
|
—
|
|
|
||
Effect of exchange rate changes
|
(1
|
)
|
|
1
|
|
|
||
Cash, cash equivalents, and restricted cash at beginning of period
(a)
|
440
|
|
|
697
|
|
|
||
Cash, cash equivalents, and restricted cash at end of period
(a)
|
$
|
336
|
|
|
$
|
323
|
|
|
(a)
|
See
"Recently Adopted Accounting Pronouncements"
in note
2
to the condensed consolidated financial statements for a discussion of recently adopted restricted cash guidance, which impacted certain presentations on the condensed consolidated statement of cash flows.
|
|
Common Stock
|
|
6.875% 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, 2018
|
415
|
|
|
$
|
4
|
|
|
2
|
|
|
—
|
|
|
$
|
17,690
|
|
|
$
|
(4
|
)
|
|
$
|
(4,858
|
)
|
|
$
|
12,832
|
|
|
Stock-based compensation related activity, net of forfeitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
||||||
Purchases and retirement of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Net proceeds from issuance of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||
Other comprehensive income (loss)
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Common stock dividends/distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(438
|
)
|
|
(438
|
)
|
||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
(28
|
)
|
||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
180
|
|
|
180
|
|
||||||
Balance, June 30, 2018
|
415
|
|
|
$
|
4
|
|
|
2
|
|
|
$
|
—
|
|
|
$
|
17,711
|
|
|
$
|
(5
|
)
|
|
$
|
(5,144
|
)
|
|
$
|
12,566
|
|
(a)
|
See the condensed statement of operations and other comprehensive income (loss) for the components of "other comprehensive income (loss)."
|
|
Common Stock
|
|
6.875% 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, 2017
|
361
|
|
|
$
|
4
|
|
|
—
|
|
|
—
|
|
|
$
|
10,968
|
|
|
$
|
(6
|
)
|
|
$
|
(3,603
|
)
|
|
$
|
7,363
|
|
|
Stock-based compensation related activity, net of forfeitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
||||||
Purchases and retirement of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Net proceeds from issuance of common stock
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
442
|
|
|
—
|
|
|
—
|
|
|
442
|
|
||||||
Other comprehensive income (loss)
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Common stock dividends/distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(350
|
)
|
|
(350
|
)
|
||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
112
|
|
|
112
|
|
||||||
Balance, June 30, 2017
|
366
|
|
|
$
|
4
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
11,432
|
|
|
$
|
(5
|
)
|
|
$
|
(3,841
|
)
|
|
$
|
7,590
|
|
(a)
|
See the condensed statement of operations and other comprehensive income (loss) for the components of "other comprehensive income (loss)."
|
|
Common Stock
|
|
6.875% 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, 2018
|
406
|
|
|
$
|
4
|
|
|
2
|
|
|
—
|
|
|
$
|
16,844
|
|
|
$
|
(4
|
)
|
|
$
|
(4,505
|
)
|
|
$
|
12,339
|
|
|
Stock-based compensation related activity, net of forfeitures
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
60
|
|
||||||
Purchases and retirement of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
||||||
Net proceeds from issuance of common stock
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
841
|
|
|
—
|
|
|
—
|
|
|
841
|
|
||||||
Other comprehensive income (loss)
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Common stock dividends/distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(876
|
)
|
|
(876
|
)
|
||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
(57
|
)
|
||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
294
|
|
|
294
|
|
||||||
Balance, June 30, 2018
|
415
|
|
|
$
|
4
|
|
|
2
|
|
|
$
|
—
|
|
|
$
|
17,711
|
|
|
$
|
(5
|
)
|
|
$
|
(5,144
|
)
|
|
$
|
12,566
|
|
(a)
|
See the condensed statement of operations and other comprehensive income (loss) for the components of "other comprehensive income (loss)."
|
|
Common Stock
|
|
6.875% 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
|
361
|
|
|
$
|
4
|
|
|
—
|
|
|
—
|
|
|
$
|
10,938
|
|
|
$
|
(6
|
)
|
|
$
|
(3,379
|
)
|
|
$
|
7,557
|
|
|
Stock-based compensation related activity, net of forfeitures
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
53
|
|
||||||
Purchases and retirement of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
||||||
Net proceeds from issuance of common stock
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
464
|
|
|
—
|
|
|
—
|
|
|
464
|
|
||||||
Other comprehensive income (loss)
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Common stock dividends/distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(693
|
)
|
|
(693
|
)
|
||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
231
|
|
|
231
|
|
||||||
Balance, June 30, 2017
|
366
|
|
|
$
|
4
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
11,432
|
|
|
$
|
(5
|
)
|
|
$
|
(3,841
|
)
|
|
$
|
7,590
|
|
(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 Lightower Acquisition resulted in the recognition of goodwill based on:
|
•
|
the Company's expectation to leverage the
Lightower fiber footprint to support new small cells and fiber solutions
,
|
•
|
the complementary nature of the
Lightower fiber to the Company's existing fiber assets and its location 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 demand for data, and
|
•
|
other intangibles not qualified for separate recognition, including the assembled workforce.
|
(b)
|
Predominately comprised of site rental contracts and customer relationships.
|
(c)
|
The vast majority of the assets have been included in the Company's REIT. As such, no deferred taxes were recorded in connection with the Lightower Acquisition.
|
4.
|
Revenues
|
|
|
Six months ending December 31,
|
|
Years ending December 31,
|
|
|
|
|
||||||||||||||||||||
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
Contracted amounts
(a)
|
|
$
|
2,039
|
|
|
$
|
3,829
|
|
|
$
|
3,552
|
|
|
$
|
3,279
|
|
|
$
|
3,054
|
|
|
$
|
6,928
|
|
|
$
|
22,681
|
|
(a)
|
Excludes amounts related to network services, as those contracts generally have a duration of one year or less.
|
5.
|
Debt and Other Obligations
|
|
Original
Issue Date
|
|
Contractual
Maturity
Date
(a)
|
|
Balance as of
June 30, 2018
|
|
Balance as of
December 31, 2017
|
|
Stated Interest
Rate as of
June 30, 2018
(a)
|
|
|||||
Bank debt - variable rate:
|
|
|
|
|
|
|
|
|
|
|
|||||
2016 Revolver
|
Jan. 2016
|
|
Jun. 2023
|
(e)
|
$
|
315
|
|
(b)(d)(e)
|
$
|
980
|
|
|
3.4
|
%
|
(e)
|
2016 Term Loan A
|
Jan. 2016
|
|
Jun. 2023
|
(e)
|
2,383
|
|
|
2,397
|
|
|
3.3
|
%
|
(e)
|
||
Total bank debt
|
|
|
|
|
2,698
|
|
|
3,377
|
|
|
|
|
|||
Securitized debt - fixed rate:
|
|
|
|
|
|
|
|
|
|
|
|||||
Secured Notes, Series 2009-1, Class A-1
|
July 2009
|
|
Aug. 2019
|
|
22
|
|
|
32
|
|
|
6.3
|
%
|
|
||
Secured Notes, Series 2009-1, Class A-2
|
July 2009
|
|
Aug. 2029
|
|
70
|
|
|
70
|
|
|
9.0
|
%
|
|
||
Tower Revenue Notes, Series 2010-3
|
Jan. 2010
|
|
Jan. 2040
|
(c)
|
—
|
|
(d)
|
1,246
|
|
|
N/A
|
|
|
||
Tower Revenue Notes, Series 2010-6
|
Aug. 2010
|
|
Aug. 2040
|
(c) (f)
|
996
|
|
|
995
|
|
|
4.9
|
%
|
|
||
Tower Revenue Notes, Series 2015-1
|
May 2015
|
|
May 2042
|
(c)
|
298
|
|
|
297
|
|
|
3.2
|
%
|
|
||
Tower Revenue Notes, Series 2015-2
|
May 2015
|
|
May 2045
|
(c)
|
693
|
|
|
692
|
|
|
3.7
|
%
|
|
||
Total securitized debt
|
|
|
|
|
2,079
|
|
|
3,332
|
|
|
|
|
|||
Bonds - fixed rate:
|
|
|
|
|
|
|
|
|
|
|
|||||
5.250% Senior Notes
|
Oct. 2012
|
|
Jan. 2023
|
|
1,640
|
|
|
1,639
|
|
|
5.3
|
%
|
|
||
3.849% Secured Notes
|
Dec. 2012
|
|
Apr. 2023
|
|
993
|
|
|
993
|
|
|
3.9
|
%
|
|
||
4.875% Senior Notes
|
Apr. 2014
|
|
Apr. 2022
|
|
843
|
|
|
842
|
|
|
4.9
|
%
|
|
||
3.400% Senior Notes
|
Feb./May 2016
|
|
Feb. 2021
|
|
850
|
|
|
850
|
|
|
3.4
|
%
|
|
||
4.450% Senior Notes
|
Feb. 2016
|
|
Feb. 2026
|
|
892
|
|
|
891
|
|
|
4.5
|
%
|
|
||
3.700% Senior Notes
|
May 2016
|
|
June 2026
|
|
743
|
|
|
743
|
|
|
3.7
|
%
|
|
||
2.250% Senior Notes
|
Sept. 2016
|
|
Sept. 2021
|
|
696
|
|
|
695
|
|
|
2.3
|
%
|
|
||
4.000% Senior Notes
|
Feb. 2017
|
|
Mar. 2027
|
|
494
|
|
|
494
|
|
|
4.0
|
%
|
|
||
4.750% Senior Notes
|
May 2017
|
|
May 2047
|
|
343
|
|
|
343
|
|
|
4.8
|
%
|
|
||
3.200% Senior Notes
|
Aug. 2017
|
|
Sept. 2024
|
|
742
|
|
|
742
|
|
|
3.2
|
%
|
|
||
3.650% Senior Notes
|
Aug. 2017
|
|
Sept. 2027
|
|
991
|
|
|
991
|
|
|
3.7
|
%
|
|
||
3.150% Senior Notes
|
Jan. 2018
|
|
Jul. 2023
|
|
742
|
|
(d)
|
—
|
|
|
3.2
|
%
|
|
||
3.800% Senior Notes
|
Jan. 2018
|
|
Feb. 2028
|
|
988
|
|
(d)
|
—
|
|
|
3.8
|
%
|
|
||
Total bonds
|
|
|
|
|
10,957
|
|
|
9,223
|
|
|
|
|
|||
Other:
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital leases and other obligations
|
Various
|
|
Various
|
|
222
|
|
|
227
|
|
|
Various
|
|
|
||
Total debt and other obligations
|
|
|
|
|
15,956
|
|
|
16,159
|
|
|
|
|
|||
Less: current maturities and short-term debt and other current obligations
|
|
|
|
|
112
|
|
|
115
|
|
|
|
|
|||
Non-current portion of long-term debt and other long-term obligations
|
|
|
|
|
$
|
15,844
|
|
|
$
|
16,044
|
|
|
|
|
(a)
|
See the
2017
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, 2018
, the undrawn availability under the 2016 Revolver was $
3.9 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
2017
Form 10-K for additional information regarding these provisions.
|
(d)
|
In
January 2018
, the Company issued
$750 million
aggregate principal amount of
3.150%
senior unsecured notes due
July 2023
("3.15% Senior Notes") and
$1.0 billion
aggregate principal amount of
3.800%
senior unsecured notes due
February 2028
("3.80% Senior Notes") (collectively, "January 2018 Senior Notes Offering"). The Company used the net proceeds of the January 2018 Senior Notes Offering to repay (1) in full the January 2010 Tower Revenue Notes and (2) a portion of the outstanding borrowings under the 2016 Revolver.
|
(e)
|
In
June 2018
, the Company entered into an amendment to the Credit Facility to (1) increase commitments on the 2016 Revolver by
$750 million
,for total 2016 Revolver commitments of
$4.25 billion
, and (2) extend the maturity of the Credit Facility from August 2022 to
June 2023
. Additionally, pursuant to this amendment and with regards to the Credit Facility, the Company is obligated to pay (1) interest at a rate per annum equal to LIBOR plus a credit spread ranging from 1.00% to 1.75%, and (2) commitment fees ranging from 0.125% and 0.35%, each of which is based on the Company's senior unsecured debt rating.
|
(f)
|
See note 13 for more information regarding the Company's July 2018 Tower Revenue Notes (as defined in note 13).
|
|
Six Months Ending
December 31,
|
|
Years Ending December 31,
|
|
|
|
|
|
Unamortized Adjustments, Net
|
|
Total Debt and Other Obligations Outstanding
|
||||||||||||||||||||||||
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total Cash Obligations
|
|
|
||||||||||||||||||||
Scheduled contractual maturities
|
$
|
56
|
|
|
$
|
105
|
|
|
$
|
137
|
|
|
$
|
1,699
|
|
|
$
|
1,085
|
|
|
$
|
12,984
|
|
|
$
|
16,066
|
|
|
$
|
(110
|
)
|
|
$
|
15,956
|
|
|
Principal Amount
|
|
Cash Paid
(a)
|
|
Gains (Losses)
|
|
||||||
January 2010 Tower Revenue Notes
|
$
|
1,250
|
|
|
$
|
1,318
|
|
|
$
|
(71
|
)
|
(b)
|
2016 Term Loan A
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
(b)
|
Total
|
$
|
1,250
|
|
|
$
|
1,318
|
|
|
$
|
(74
|
)
|
|
(a)
|
Exclusive of accrued interest.
|
(b)
|
Inclusive of the write off of respective deferred financing costs.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Interest expense on debt obligations
|
$
|
157
|
|
|
$
|
139
|
|
|
$
|
314
|
|
|
$
|
271
|
|
Amortization of deferred financing costs and adjustments on long-term debt
|
5
|
|
|
5
|
|
|
11
|
|
|
9
|
|
||||
Other, net of capitalized interest
|
(4
|
)
|
|
(2
|
)
|
|
(7
|
)
|
|
(4
|
)
|
||||
Total
|
$
|
158
|
|
|
$
|
142
|
|
|
$
|
318
|
|
|
$
|
276
|
|
6.
|
Fair Value Disclosures
|
|
Level in Fair Value Hierarchy
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
1
|
|
$
|
206
|
|
|
$
|
206
|
|
|
$
|
314
|
|
|
$
|
314
|
|
Restricted cash, current and non-current
|
1
|
|
130
|
|
|
130
|
|
|
126
|
|
|
126
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Total debt and other obligations
|
2
|
|
15,956
|
|
|
15,911
|
|
|
16,159
|
|
|
16,644
|
|
7.
|
Income Taxes
|
8.
|
Per Share Information
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income (loss) attributable to CCIC stockholders
|
$
|
180
|
|
|
$
|
112
|
|
|
$
|
294
|
|
|
$
|
231
|
|
Dividends on preferred stock
|
(28
|
)
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
||||
Net income (loss) attributable to CCIC common stockholders for basic and diluted computations
|
$
|
152
|
|
|
$
|
112
|
|
|
$
|
237
|
|
|
$
|
231
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average number of common shares outstanding (in millions):
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average number of common stock outstanding
|
415
|
|
|
364
|
|
|
412
|
|
|
363
|
|
||||
Effect of assumed dilution from potential issuance of common shares relating to restricted stock units
|
1
|
|
|
2
|
|
|
1
|
|
|
1
|
|
||||
Diluted weighted-average number of common shares outstanding
|
416
|
|
|
366
|
|
|
413
|
|
|
364
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to CCIC common stockholders, per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.37
|
|
|
$
|
0.31
|
|
|
$
|
0.58
|
|
|
$
|
0.64
|
|
Diluted
|
$
|
0.36
|
|
|
$
|
0.31
|
|
|
$
|
0.57
|
|
|
$
|
0.64
|
|
9.
|
Commitments and Contingencies
|
10.
|
Equity
|
Equity Type
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Dividends Per Share
|
|
Aggregate
Payment
Amount
|
|
||||
Common Stock
|
|
February 21, 2018
|
|
March 16, 2018
|
|
March 30, 2018
|
|
$
|
1.05
|
|
|
$
|
439
|
|
(a)
|
Common Stock
|
|
May 17, 2018
|
|
June 15, 2018
|
|
June 29, 2018
|
|
$
|
1.05
|
|
|
$
|
438
|
|
(a)
|
6.875% Mandatory Convertible Preferred Stock
|
|
December 15, 2017
|
|
January 15, 2018
|
|
February 1, 2018
|
|
$
|
17.1875
|
|
|
$
|
28
|
|
|
6.875% Mandatory Convertible Preferred Stock
|
|
March 19, 2018
|
|
April 15, 2018
|
|
May 1, 2018
|
|
$
|
17.1875
|
|
|
$
|
28
|
|
|
6.875% Mandatory Convertible Preferred Stock
|
|
June 22, 2018
|
|
July 15, 2018
|
|
August 1, 2018
|
|
$
|
17.1875
|
|
|
$
|
28
|
|
|
(a)
|
Inclusive of dividends accrued for holders of unvested restricted stock units, which will be paid when and if the restricted stock units vest.
|
11.
|
Operating Segments
|
|
Three Months Ended June 30, 2018
|
|
Three Months Ended June 30, 2017
|
||||||||||||||||||||||||||||
|
Towers
|
|
Fiber
|
|
Other
|
|
Consolidated
Total
|
|
Towers
|
|
Fiber
|
|
Other
|
|
Consolidated
Total
|
||||||||||||||||
Segment site rental revenues
|
$
|
771
|
|
|
$
|
398
|
|
|
|
|
$
|
1,169
|
|
|
$
|
718
|
|
|
$
|
151
|
|
|
|
|
$
|
869
|
|
||||
Segment network services and other revenues
|
158
|
|
|
3
|
|
|
|
|
161
|
|
|
158
|
|
|
11
|
|
|
|
|
169
|
|
||||||||||
Segment revenues
|
929
|
|
|
401
|
|
|
|
|
1,330
|
|
|
876
|
|
|
162
|
|
|
|
|
1,038
|
|
||||||||||
Segment site rental cost of operations
|
216
|
|
|
130
|
|
|
|
|
346
|
|
|
211
|
|
|
52
|
|
|
|
|
263
|
|
||||||||||
Segment network services and other cost of operations
|
94
|
|
|
3
|
|
|
|
|
97
|
|
|
96
|
|
|
8
|
|
|
|
|
104
|
|
||||||||||
Segment cost of operations
(a)(b)
|
310
|
|
|
133
|
|
|
|
|
443
|
|
|
307
|
|
|
60
|
|
|
|
|
367
|
|
||||||||||
Segment site rental gross margin
|
555
|
|
|
268
|
|
|
|
|
823
|
|
|
507
|
|
|
99
|
|
|
|
|
606
|
|
||||||||||
Segment network services and other gross margin
|
64
|
|
|
—
|
|
|
|
|
64
|
|
|
62
|
|
|
3
|
|
|
|
|
65
|
|
||||||||||
Segment general and administrative expenses
(b)
|
27
|
|
|
44
|
|
|
|
|
71
|
|
|
23
|
|
|
19
|
|
|
|
|
42
|
|
||||||||||
Segment operating profit (loss)
|
592
|
|
|
224
|
|
|
|
|
816
|
|
|
546
|
|
|
83
|
|
|
|
|
629
|
|
||||||||||
Other general and administrative expenses
(b)
|
|
|
|
|
$
|
47
|
|
|
47
|
|
|
|
|
|
|
$
|
41
|
|
|
41
|
|
||||||||||
Stock-based compensation expense
|
|
|
|
|
26
|
|
|
26
|
|
|
|
|
|
|
17
|
|
|
17
|
|
||||||||||||
Depreciation, amortization and accretion
|
|
|
|
|
379
|
|
|
379
|
|
|
|
|
|
|
296
|
|
|
296
|
|
||||||||||||
Interest expense and amortization of deferred financing costs
|
|
|
|
|
158
|
|
|
158
|
|
|
|
|
|
|
142
|
|
|
142
|
|
||||||||||||
Other income (expenses) to reconcile to income (loss) before income taxes
(c)
|
|
|
|
|
21
|
|
|
21
|
|
|
|
|
|
|
16
|
|
|
16
|
|
||||||||||||
Income (loss) before income taxes
|
|
|
|
|
|
|
$
|
185
|
|
|
|
|
|
|
|
|
$
|
117
|
|
||||||||||||
Capital expenditures
|
$
|
98
|
|
|
$
|
289
|
|
|
$
|
6
|
|
|
$
|
393
|
|
|
$
|
107
|
|
|
$
|
188
|
|
|
$
|
6
|
|
|
$
|
301
|
|
Total assets (at period end)
|
$
|
17,780
|
|
|
$
|
14,100
|
|
|
$
|
494
|
|
|
$
|
32,374
|
|
|
$
|
18,208
|
|
|
$
|
5,811
|
|
|
$
|
465
|
|
|
$
|
24,484
|
|
(a)
|
Exclusive of depreciation, amortization and accretion shown separately.
|
(b)
|
Segment cost of operations excludes (1) stock-based compensation expense of
$6 million
and
$2 million
for the three months ended
June 30, 2018 and 2017
, respectively, and (2) prepaid lease purchase price adjustments of
$5 million
for both of the three months ended
June 30, 2018 and 2017
. General and administrative expenses exclude stock-based compensation expense of
$20 million
and
$15 million
for the three months ended
June 30, 2018 and 2017
, respectively.
|
(c)
|
See condensed consolidated statement of operations for further information.
|
|
Six Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2017
|
||||||||||||||||||||||||||||
|
Towers
|
|
Fiber
|
|
Other
|
|
Consolidated
Total
|
|
Towers
|
|
Fiber
|
|
Other
|
|
Consolidated
Total
|
||||||||||||||||
Segment site rental revenues
|
$
|
1,536
|
|
|
$
|
787
|
|
|
|
|
$
|
2,323
|
|
|
$
|
1,434
|
|
|
$
|
292
|
|
|
|
|
$
|
1,726
|
|
||||
Segment network services and other revenues
|
300
|
|
|
7
|
|
|
|
|
307
|
|
|
308
|
|
|
20
|
|
|
|
|
328
|
|
||||||||||
Segment revenues
|
1,836
|
|
|
794
|
|
|
|
|
2,630
|
|
|
1,742
|
|
|
312
|
|
|
|
|
2,054
|
|
||||||||||
Segment site rental cost of operations
|
427
|
|
|
256
|
|
|
|
|
683
|
|
|
420
|
|
|
99
|
|
|
|
|
519
|
|
||||||||||
Segment network services and other cost of operations
|
176
|
|
|
5
|
|
|
|
|
181
|
|
|
185
|
|
|
17
|
|
|
|
|
202
|
|
||||||||||
Segment cost of operations
(a)(b)
|
603
|
|
|
261
|
|
|
|
|
864
|
|
|
605
|
|
|
116
|
|
|
|
|
721
|
|
||||||||||
Segment site rental gross margin
|
1,109
|
|
|
531
|
|
|
|
|
1,640
|
|
|
1,014
|
|
|
193
|
|
|
|
|
1,207
|
|
||||||||||
Segment network services and other gross margin
|
124
|
|
|
2
|
|
|
|
|
126
|
|
|
123
|
|
|
3
|
|
|
|
|
126
|
|
||||||||||
Segment general and administrative expenses
(b)
|
53
|
|
|
87
|
|
|
|
|
140
|
|
|
47
|
|
|
36
|
|
|
|
|
83
|
|
||||||||||
Segment operating profit (loss)
|
1,180
|
|
|
446
|
|
|
|
|
1,626
|
|
|
1,090
|
|
|
160
|
|
|
|
|
1,250
|
|
||||||||||
Other general and administrative expenses
(b)
|
|
|
|
|
$
|
94
|
|
|
94
|
|
|
|
|
|
|
$
|
80
|
|
|
80
|
|
||||||||||
Stock-based compensation expense
|
|
|
|
|
52
|
|
|
52
|
|
|
|
|
|
|
42
|
|
|
42
|
|
||||||||||||
Depreciation, amortization and accretion
|
|
|
|
|
753
|
|
|
753
|
|
|
|
|
|
|
584
|
|
|
584
|
|
||||||||||||
Interest expense and amortization of deferred financing costs
|
|
|
|
|
318
|
|
|
318
|
|
|
|
|
|
|
276
|
|
|
276
|
|
||||||||||||
Other income (expenses) to reconcile to income (loss) before income taxes
(c)
|
|
|
|
|
106
|
|
|
106
|
|
|
|
|
|
|
28
|
|
|
28
|
|
||||||||||||
Income (loss) before income taxes
|
|
|
|
|
|
|
$
|
303
|
|
|
|
|
|
|
|
|
$
|
240
|
|
||||||||||||
Capital expenditures
|
$
|
195
|
|
|
$
|
552
|
|
|
$
|
16
|
|
|
$
|
763
|
|
|
$
|
208
|
|
|
$
|
342
|
|
|
$
|
13
|
|
|
$
|
563
|
|
(a)
|
Exclusive of depreciation, amortization and accretion shown separately.
|
(b)
|
Segment cost of operations excludes (1) stock-based compensation expense of
$13 million
and $
6 million
for the six months ended June 30, 2018 and 2017, respectively, and (2) prepaid lease purchase price adjustments of
$10 million
for both of the six months ended June 30, 2018 and 2017. General and administrative expenses exclude stock-based compensation expense of
$39 million
and
$36 million
for the six months ended June 30, 2018 and 2017, respectively.
|
(c)
|
See condensed consolidated statement of operations for further information.
|
12.
|
Supplemental Cash Flow Information
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Interest paid
|
$
|
292
|
|
|
$
|
260
|
|
Income taxes paid
|
12
|
|
|
10
|
|
||
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
||||
Increase (decrease) in accounts payable for purchases of property and equipment
|
22
|
|
|
(8
|
)
|
||
Purchase of property and equipment under capital leases and installment purchases
|
17
|
|
|
18
|
|
||
Preferred stock dividends declared but not paid (see note 10)
|
28
|
|
|
—
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Cash and cash equivalents
|
$
|
206
|
|
|
$
|
314
|
|
Restricted cash, current
|
125
|
|
|
121
|
|
||
Restricted cash reported within long-term prepaid rent and other assets, net
|
5
|
|
|
5
|
|
||
Cash, cash equivalents and restricted cash
|
$
|
336
|
|
|
$
|
440
|
|
13.
|
Subsequent Events
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Grow cash flows from our communications infrastructure.
We seek to maximize our site rental cash flows by working with our customers to provide them quick access to our communications infrastructure and entering into associated long-term contracts. 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 data, while generating high incremental returns for our business. We believe our product offerings of towers and small cells provide a comprehensive solution to our wireless customers' growing network needs through our shared communications infrastructure model, which is an efficient and cost effective way to serve our customers. Additionally, we believe our ability to share our fiber assets across multiple customers to deploy both small cells and offer fiber solutions allows us to generate cash flows and increase stockholder return. We also believe that there will be considerable future demand for our communications infrastructure based on the location of our assets and the rapid growth in demand for data.
|
•
|
Return cash provided by operating activities to common stockholders in the form of dividends
. We believe that distributing a meaningful portion of our cash provided by operating activities appropriately provides common 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 common 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):
|
◦
|
acquisitions or construction of towers, fiber and small cells;
|
◦
|
acquisitions of land interests (which primarily relate to land assets under towers);
|
◦
|
improvements and structural enhancements to our existing communications infrastructure;
|
◦
|
purchases of shares of our common stock from time to time; and
|
◦
|
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 remain qualified and be taxed as a REIT, we will generally be required to annually distribute to our stockholders at least 90% of our REIT taxable income, after the utilization of our NOLs (determined without regard to the dividends paid deduction and excluding net capital gain).
|
◦
|
See note
7
to our condensed consolidated financial statements for further discussion of our REIT status.
|
•
|
Potential growth resulting from the increasing demand for data
|
◦
|
We expect U.S. wireless carriers will continue their focus on improving network quality and expanding capacity by utilizing a combination of towers and small cells. We believe our product offerings of towers and small cells provide a comprehensive wireless solution to our wireless customers' growing communications infrastructure needs.
|
◦
|
We expect organizations will continue to increase the usage of high-bandwidth applications that will require the utilization of more fiber infrastructure and fiber solutions, such as those we provide.
|
◦
|
Within our Fiber segment, we are able to generate growth and returns for our stockholders by deploying our fiber for both small cells and fiber solutions customers.
|
◦
|
We expect existing and potential new customer demand for our communications infrastructure will result from (1) new technologies, (2) increased usage of 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, (6) the adoption of other bandwidth-intensive applications (such as cloud services and video communications) and (7) the availability of additional spectrum.
|
◦
|
Tenant additions on our existing communications infrastructure are achieved at a low incremental operating cost, delivering high incremental returns.
|
•
|
Substantially all of our communications infrastructure can accommodate additional tenancy, either as currently constructed or with appropriate modifications.
|
•
|
Site rental revenues under long-term tenant contracts
|
◦
|
Initial terms of five to 15 years for site rental revenues derived from wireless customers, with contractual escalations and multiple renewal periods at the option of the tenant of five to ten years each.
|
◦
|
Initial terms that generally vary between three to 20 years for site rental revenues derived from our fiber solutions customers (including from organizations with high-bandwidth and multi-location demands).
|
◦
|
Weighted-average remaining term of approximately five years, exclusive of renewals at the tenants' option, currently representing approximately
$23 billion
of expected future cash inflows.
|
•
|
Majority of our revenues from large wireless carriers
|
◦
|
Approximately
75%
of our site rental revenues were derived from AT&T, T-Mobile, Verizon Wireless and Sprint. 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 percentages include towers that reside on land interests that are owned, including fee interests and perpetual easements, which represent over one-third of our Towers segment site rental gross margin.
|
•
|
Majority of our fiber assets are located on public rights-of-way
|
•
|
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 our July 2018 Tower Revenue Notes offering and use of proceeds therefrom,
83%
of our debt has fixed rate coupons.
|
◦
|
Our debt service coverage and leverage ratios were comfortably within their respective financial maintenance covenants.
|
◦
|
As of
June 30, 2018
, after giving effect to our July 2018 Tower Revenue Notes offering and use of proceeds therefrom, our outstanding debt has a weighted average interest rate of 3.9% and weighted average maturity of greater than six years (assuming anticipated repayment dates, where applicable). See
"Item 2. MD&A—Liquidity and Capital Resources—Financing Activities"
for further discussion of our debt transactions.
|
•
|
During
2018
, we have completed the following debt and equity financing transactions (see notes
5
,
10
and 13 to our condensed consolidated financial statements and
"Item 2. MD&A—Liquidity and Capital Resources"
)
|
◦
|
In January 2018, we issued the 3.150% Senior Notes and 3.800% Senior Notes and used the net proceeds of the January 2018 Senior Notes Offering to repay (1) in full the January 2010 Tower Revenue Notes and (2) a portion of the outstanding borrowings under the 2016 Revolver.
|
◦
|
In March 2018, we completed the March 2018 Equity Financing, which generated net proceeds of approximately
$841 million
and used the net proceeds for general corporate purposes, including repayment of outstanding indebtedness.
|
◦
|
In March 2018, we terminated the previously outstanding 2015 ATM Program, and in April 2018, we established the 2018 ATM Program through which we may issue and sell shares of our common stock having an aggregate gross sales price of up to
$750 million
.
|
◦
|
In June 2018, we entered into an amendment to the Credit Facility to (1) increase our commitments under our 2016 Revolver by $750 million for total commitments of $4.25 billion and (2) extend the maturity of the Credit Facility from August 2022 to June 2023.
|
◦
|
In July 2018, we issued $1.0 billion aggregate principal amount of the July 2018 Tower Revenue Notes and used the net proceeds, together with cash on hand, to repay in full the Tower Revenue Notes, Series 2010-6 and pay related fees and expenses. See note 13 to our condensed consolidated financial statements for further discussion of the July 2018 Tower Revenue Notes.
|
•
|
Significant cash flows from operations
|
◦
|
Net cash provided by operating activities was
$1.1 billion
.
|
◦
|
In addition to the positive impact of contractual escalators, we expect to grow our core business of providing access to our communications infrastructure as a result of future anticipated additional demand for our communications infrastructure.
|
•
|
Returning cash flows provided by operations to stockholders in the form of dividends
|
◦
|
For each of the three months ended March 31, 2018 and June 30, 2018, we paid a common stock cash dividend of $1.05 per share, totaling approximately
$879 million
for the six months ended June 30, 2018. We currently expect our anticipated common stock cash dividends over the next 12 months to be a cumulative amount of at least $4.20 per share, or an aggregate amount of at least
$1.7 billion
. Over time, we expect to increase our dividend per share generally commensurate with our realized growth in cash flows. Any future common stock dividends are subject to declaration by our board of directors. See note 13.
|
◦
|
For each of the three months ended March 31, 2018 and June 30, 2018, we paid a preferred stock dividend of $17.1875 per share, totaling approximately $57 million for the six months ended June 30, 2018. We currently expect our anticipated preferred stock dividends over the next 12 months to be a cumulative amount $68.75 per share, or an aggregate amount of approximately $113 million. Any future preferred stock dividends are subject to declaration by our board directors.
|
•
|
Investing capital efficiently to grow long-term dividends per share
|
◦
|
Discretionary capital expenditures were
$708 million
, predominately resulting from the construction of communications infrastructure and communications infrastructure improvements in order to support additional site rentals.
|
•
|
We expect that our full year
2018
site rental revenue growth will be impacted by (1) the 2017 Acquisitions and (2) a healthy environment for tenant additions, as large wireless carriers and fiber solutions customers attempt to meet the increasing need for data.
|
•
|
We expect discretionary capital expenditures for
2018
to exceed levels from
2017
with a continued increase in the construction of new small cells and fiber as a result of the anticipated returns on such discretionary investments. We also expect sustaining capital expenditures to be approximately
2%
of net revenues for full year
2018
.
|
($ in millions)
|
|
Three Months Ended June 30,
|
|
|
|
|
||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|
Site rental revenues:
|
|
|
|
|
|
|
|
|
Towers site rental revenues
|
|
$771
|
|
$718
|
|
+$53
|
|
+7%
|
Fiber site rental revenues
|
|
$398
|
|
$151
|
|
+$247
|
|
+164%
|
Total site rental revenues
|
|
$1,169
|
|
$869
|
|
+$300
|
|
+35%
|
Segment site rental gross margin:
|
|
|
|
|
|
|
|
|
Towers site rental gross margin
(a)
|
|
$555
|
|
$507
|
|
+$48
|
|
+9%
|
Fiber site rental gross margin
(a)
|
|
$268
|
|
$99
|
|
+$169
|
|
+171%
|
Network services and other gross margin:
|
|
|
|
|
|
|
|
|
Towers network services and other gross margin
(a)
|
|
$64
|
|
$62
|
|
+$2
|
|
+3%
|
Fiber network services and other gross margin
(a)
|
|
$—
|
|
$3
|
|
-$3
|
|
-100%
|
Segment operating profit:
|
|
|
|
|
|
|
|
|
Towers operating profit
(a)
|
|
$592
|
|
$546
|
|
+$46
|
|
+8%
|
Fiber operating profit
(a)
|
|
$224
|
|
$83
|
|
+$141
|
|
+170%
|
Adjusted EBITDA
(b)
|
|
$769
|
|
$589
|
|
+$180
|
|
+31%
|
Net income attributable to CCIC common stockholders
|
|
$152
|
|
$112
|
|
+$40
|
|
+36%
|
(a)
|
See note
11
to our condensed consolidated financial statements for further discussion of our definitions of segment site rental gross margin, segment network services and other gross margin and segment operating profit.
|
(b)
|
See reconciliation of Adjusted EBITDA in
"Item 2. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures."
|
(a)
|
Includes amortization of up-front payments received from long-term tenant contracts and other deferred credits (commonly referred to as prepaid rent).
|
(b)
|
Represents the contribution from recent acquisitions until the one-year anniversary of the acquisition.
|
($ in millions)
|
|
Six Months Ended June 30,
|
|
|
|
|
||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|
Site rental revenues:
|
|
|
|
|
|
|
|
|
Towers site rental revenues
|
|
$1,536
|
|
$1,434
|
|
+$102
|
|
+7%
|
Fiber site rental revenues
|
|
$787
|
|
$292
|
|
+$495
|
|
+170%
|
Total site rental revenues
|
|
$2,323
|
|
$1,726
|
|
+$597
|
|
+35%
|
Segment site rental gross margin:
|
|
|
|
|
|
|
|
|
Towers site rental gross margin
(a)
|
|
$1,109
|
|
$1,014
|
|
+$95
|
|
+9%
|
Fiber site rental gross margin
(a)
|
|
$531
|
|
$193
|
|
+$338
|
|
+175%
|
Segment network services and other gross margin:
|
|
|
|
|
|
|
|
|
Towers network services and other gross margin
(a)
|
|
$124
|
|
$123
|
|
+$1
|
|
+1%
|
Fiber network services and other gross margin
(a)
|
|
$2
|
|
$3
|
|
-$1
|
|
-33%
|
Segment operating profit:
|
|
|
|
|
|
|
|
|
Towers operating profit
(a)
|
|
$1,180
|
|
$1,090
|
|
+$90
|
|
+8%
|
Fiber operating profit
(a)
|
|
$446
|
|
$160
|
|
+$286
|
|
+179%
|
Adjusted EBITDA
(b)
|
|
$1,532
|
|
$1,170
|
|
+$362
|
|
+31%
|
Net income attributable to CCIC common stockholders
|
|
$237
|
|
$231
|
|
+$6
|
|
+3%
|
(a)
|
See note
11
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)
|
See reconciliation of Adjusted EBITDA in
"Item 2. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures."
|
(a)
|
Includes amortization of up-front payments received from long-term tenant contracts and other deferred credits (commonly referred to as prepaid rent).
|
(b)
|
Represents the contribution from recent acquisitions until the one-year anniversary of the acquisition.
|
(a)
|
Inclusive of $5 million included within long-term prepaid rent and other assets, net on our condensed consolidated balance sheet.
|
(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
2017
Form 10-K.
|
•
|
Our liquidity sources may include (1) cash on hand, (2) net cash provided by operating activities, (3) undrawn availability under our 2016 Revolver, and (4) issuances of equity pursuant to our 2018 ATM Program. Our liquidity uses over the next 12 months are expected to include (1) debt service obligations of
$112 million
(principal payments), (2) common stock dividend payments expected to be at least $4.20 per share, or an aggregate amount of at least
$1.7 billion
(see
"Item 2. MD&A—Business Fundamentals and Results"
), (3) 6.875% Mandatory Convertible Preferred Stock dividend payments of approximately $113 million and (4) capital expenditures (expected to be greater than current levels). During the next 12 months, while our liquidity uses are expected to exceed our net cash provided by operating activities, we expect that our liquidity sources described above 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, 2018
of our scheduled contractual debt maturities and a discussion of anticipated repayment dates.
|
|
Six Months Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
Change
|
||||||
|
(In millions)
|
||||||||||
Net increase (decrease) in cash, cash equivalents, and restricted cash:
|
|
|
|
|
|
||||||
Operating activities
|
$
|
1,111
|
|
|
$
|
931
|
|
|
$
|
180
|
|
Investing activities
|
(778
|
)
|
|
(2,675
|
)
|
|
1,897
|
|
|||
Financing activities
|
(436
|
)
|
|
1,369
|
|
|
(1,805
|
)
|
|||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
(103
|
)
|
|
(375
|
)
|
|
272
|
|
|||
Effect of exchange rate changes on cash
|
(1
|
)
|
|
1
|
|
|
(2
|
)
|
|||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
$
|
(104
|
)
|
|
$
|
(374
|
)
|
|
$
|
270
|
|
•
|
Discretionary capital expenditures are made with respect to activities which we believe exhibit sufficient potential to enhance long-term stockholder value. They consist of expansion or development of existing communications infrastructure, construction of new communications infrastructure, and, to a lesser extent, purchases of land interests (which primarily relates to land assets under towers as we seek to manage our interests in the land beneath our towers) and other capital projects. The expansion or development of existing communications infrastructure to accommodate new leasing typically vary based on, among other factors: (1) the type of communications infrastructure, (2) the scope, volume, and mix of work performed on the communications infrastructure, (3) existing capacity prior to installation, or (4) changes in structural engineering regulations and standards. Currently, construction of new communications infrastructure is predominately comprised of the construction of small cells and fiber. Our decisions regarding discretionary 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) capital improvement capital expenditures on our communications infrastructure assets that enable our customers' ongoing quiet enjoyment of the communications infrastructure and (2) corporate capital expenditures.
|
•
|
Integration capital expenditures consist of capital expenditures made specifically with respect to acquisitions that are essential to integrating acquired companies into our business.
|
(a)
|
Prior to January 1, 2018, integration capital expenditures were included within sustaining capital expenditures.
|
($ in millions)
|
|
Three Months Ended June 30,
|
|
Six Months ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||||||
Net income (loss)
|
|
$
|
180
|
|
|
$
|
112
|
|
|
$
|
294
|
|
|
$
|
231
|
|
Adjustments to increase (decrease) net income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Asset write-down charges
|
|
6
|
|
|
4
|
|
|
9
|
|
|
5
|
|
||||
Acquisition and integration costs
|
|
8
|
|
|
8
|
|
|
14
|
|
|
14
|
|
||||
Depreciation, amortization and accretion
|
|
379
|
|
|
296
|
|
|
753
|
|
|
584
|
|
||||
Amortization of prepaid lease purchase price adjustments
|
|
5
|
|
|
5
|
|
|
10
|
|
|
10
|
|
||||
Interest expense and amortization of deferred financing costs
|
|
158
|
|
|
142
|
|
|
318
|
|
|
276
|
|
||||
(Gains) losses on retirement of long-term obligations
|
|
3
|
|
|
—
|
|
|
74
|
|
|
4
|
|
||||
Interest income
|
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
||||
Other (income) expense
|
|
—
|
|
|
1
|
|
|
1
|
|
|
(4
|
)
|
||||
(Benefit) provision for income taxes
|
|
5
|
|
|
5
|
|
|
9
|
|
|
9
|
|
||||
Stock-based compensation expense
|
|
26
|
|
|
17
|
|
|
52
|
|
|
42
|
|
||||
Adjusted EBITDA
|
|
$
|
769
|
|
|
$
|
589
|
|
|
$
|
1,532
|
|
|
$
|
1,170
|
|
•
|
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 communications 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 (
$15.9 billion
outstanding at
June 30, 2018
and
$16.2 billion
at
December 31, 2017
);
|
•
|
our
$2.7 billion
and
$3.4 billion
of floating rate debt at
June 30, 2018
and
December 31, 2017
, respectively, which represented approximately
17%
and
21%
of our total debt, as of
June 30, 2018
and
December 31, 2017
, respectively; and
|
•
|
potential future borrowings of incremental debt, including borrowings under our 2016 Credit Facility.
|
|
Future Principal Payments and Interest Rates by the Debt Instruments' Contractual Year of Maturity
|
||||||||||||||||||||||||||||||
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
|
Fair Value
(a)
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate
(b)
|
$
|
26
|
|
|
$
|
45
|
|
|
$
|
33
|
|
|
$
|
1,580
|
|
|
$
|
876
|
|
|
$
|
10,805
|
|
|
$
|
13,365
|
|
|
$
|
13,136
|
|
Average interest rate
(b)(c)(d)
|
4.4
|
%
|
|
4.4
|
%
|
|
4.5
|
%
|
|
2.9
|
%
|
|
5.2
|
%
|
|
4.9
|
%
|
|
4.7
|
%
|
|
|
|||||||||
Variable rate
(e)
|
$
|
30
|
|
|
$
|
60
|
|
|
$
|
104
|
|
|
$
|
119
|
|
|
$
|
209
|
|
|
$
|
2,179
|
|
|
$
|
2,701
|
|
|
$
|
2,701
|
|
Average interest rate
(e)
|
3.5
|
%
|
|
4.0
|
%
|
|
4.1
|
%
|
|
4.1
|
%
|
|
4.1
|
%
|
|
4.1
|
%
|
|
4.1
|
%
|
|
|
(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 impact of principal payments that will
commence following
the anticipated repayment dates is not considered.
The Tower Revenue Notes have principal amounts of $300 million, $250 million, $700 million, and $750 million, with anticipated repayment dates in 2022, 2023, 2025, and 2028, respectively
.
|
(c)
|
The average interest rate represents the weighted-average stated coupon rate (see footnotes (c) and (d)).
|
(d)
|
If the Tower Revenue Notes are not repaid in full by the applicable anticipated repayment dates, the applicable interest rate increases by approximately 5% per annum and monthly principal payments commence using the Excess Cash Flow (as defined in the indenture governing the applicable Tower Revenue Notes) of the issuers of the Tower Revenue Notes. The Tower Revenue Notes are presented based on their contractual maturity dates ranging from 2042 to 2048 and include the impact of an assumed 5% increase in interest rate that would occur following the anticipated repayment dates but exclude the impact of monthly principal payments that would commence using Excess Cash Flow of the issuers of the Tower Revenue Notes. The full year
2017
Excess Cash Flow of the issuers of the Tower Revenue Notes was approximately $
600 million
.
We currently expect to refinance these notes on or prior to the respective anticipated repayment dates.
|
(e)
|
Consists of our 2016 Term Loan A and 2016 Revolver borrowings, each of which mature in 2023.
|
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, 2018
|
|
3
|
|
|
$
|
109.52
|
|
|
—
|
|
|
—
|
|
May 1 - May 31, 2018
|
|
2
|
|
|
103.27
|
|
|
—
|
|
|
—
|
|
|
June 1 - June 30, 2018
|
|
4
|
|
|
103.91
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
9
|
|
|
$
|
105.33
|
|
|
—
|
|
|
—
|
|
ITEM 6.
|
EXHIBITS
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File Number
|
|
Date of Filing
|
|
Exhibit Number
|
3.1
|
|
|
8-K
|
|
001-16441
|
|
July 26, 2017
|
|
3.1
|
|
3.2
|
|
|
8-K
|
|
001-16441
|
|
July 26, 2017
|
|
3.2
|
|
3.3
|
|
|
8-K
|
|
001-16441
|
|
December 15, 2017
|
|
3.1
|
|
4.1
|
|
|
8-K
|
|
001-16441
|
|
July 16, 2018
|
|
4.1
|
|
4.2
|
|
|
8-K
|
|
001-16441
|
|
July 16, 2018
|
|
4.2
|
|
4.3
|
|
|
8-K
|
|
001-16441
|
|
July 16, 2018
|
|
4.3
|
|
10.1
|
|
|
8-K
|
|
001-16441
|
|
June 14, 2018
|
|
10.1
|
|
10.2*
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
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
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
CROWN CASTLE INTERNATIONAL CORP.
|
||
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|
|
|
|
Date:
|
August 6, 2018
|
|
By:
|
/s/ D
ANIEL
K. S
CHLANGER
|
|
|
|
|
Daniel K. Schlanger
|
|
|
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
|
Date:
|
August 6, 2018
|
|
By:
|
/s/ R
OBERT
S. C
OLLINS
|
|
|
|
|
Robert S. Collins
|
|
|
|
|
Vice President and Controller
|
|
|
|
|
(Principal Accounting Officer)
|
•
|
to establish, from time to time, the applicable Minimum Notification Period and Maximum Extension Period;
|
•
|
to select and approve the Designated Termination Date for each Qualifying Participant who elects to participate in the Program on or after October 1, 2018;
|
•
|
to make rules, regulations, and bylaws for the administration of the Program that are not inconsistent with the terms and provisions hereof, and to interpret and enforce the terms of the Program and the rules and regulations promulgated thereunder;
|
•
|
to construe in his or her discretion all terms, provisions, conditions, and limitations of the Program;
|
•
|
to correct any defect or to supply any omission or to reconcile any inconsistency that may appear in the Program in such manner and to such extent as he or she shall deem in his or her discretion expedient to effectuate the purposes of the Program;
|
•
|
to determine in his or her discretion all questions relating to eligibility, including whether and when an employee has incurred a termination of employment and the reason for such termination; and
|
•
|
to make a determination in his or her sole discretion as to the right of any individual to a benefit under the Program and to prescribe procedures to be followed by employees in obtaining benefits hereunder.
|
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
|
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
President and Chief Executive Officer
|
|
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
|
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/ Daniel K. Schlanger
|
|
|
Daniel K. Schlanger
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
June 30, 2018
(the last date of the period covered by the Report).
|
|
/s/ Jay A. Brown
|
|
|
Jay A. Brown
President and Chief Executive Officer
|
|
|
August 6, 2018
|
|
|
|
|
|
/s/ Daniel K. Schlanger
|
|
|
Daniel K. Schlanger
Senior Vice President, Chief Financial Officer and Treasurer
|
|
|
August 6, 2018
|
|