x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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76-0470458
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1220 Augusta Drive, Suite 600, Houston Texas 77057-2261
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(Address of principal executive offices) (Zip Code)
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Securities Registered Pursuant to
Section 12(b) of the Act
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Name of Each Exchange
on Which Registered
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Common Stock, $0.01 par value
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New York Stock Exchange
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6.875% Mandatory Convertible Preferred Stock, Series A, $0.01 par value
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New York Stock Exchange
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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•
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Over the last two decades, we have assembled a leading portfolio of towers predominately through acquisitions from large wireless carriers or their predecessors. More recently, through both acquisitions (see note
3
to our consolidated financial statements) and new construction of small cells and fiber, we have extended our communications infrastructure presence by investing significantly in our Fiber segment. Through our product offerings of towers and small cells, we seek to provide a comprehensive solution to enable our wireless tenants to expand coverage and capacity for wireless networks. Furthermore, within our Fiber segment, we are able to generate cash flow growth and stockholder return by deploying our fiber for both small cells' and fiber solutions' tenants.
|
•
|
Below is certain information regarding our Towers segment:
|
◦
|
Approximately
56%
and
71%
of our towers are located in the 50 and 100 largest U.S. basic trading areas ("BTAs"), respectively. Our towers have a significant presence in each of the top 100 BTAs.
|
◦
|
We derive approximately 40% of our Towers site rental gross margin from towers residing on land and other property interests (collectively, "land") that we own, including fee interests and perpetual easements, and we derive approximately 60% of our Towers site rental gross margin from towers residing on land that we lease, sublease, manage or license.
|
◦
|
The contracts for the land under our towers have an average total remaining life of approximately
35
years (including all renewal terms at our option), weighted based on Towers site rental gross margin.
|
•
|
Below is certain information regarding our Fiber segment:
|
◦
|
The majority of our small cells and fiber are located in major metropolitan areas, including a presence within every major U.S. market.
|
◦
|
The vast majority of our fiber assets are located on public rights-of-way.
|
◦
|
We operate as a REIT for U.S. federal income tax purposes. See
"Item 1. Business—
2018
Industry Highlights and Company Developments—REIT Status"
and note
10
to our consolidated financial statements.
|
•
|
Our largest tenants include AT&T, T-Mobile, Verizon Wireless and Sprint, which collectively accounted for
73%
of our
2018
site rental revenues.
|
•
|
Site rental revenues represented
87%
of our
2018
consolidated net revenues, of which approximately
66%
and
34%
were from our Towers segment and our Fiber segment, respectively.
|
•
|
The vast majority of our site rental revenues are of a recurring nature and are subject to long-term contracts with our tenants.
|
•
|
Our site rental revenues derived from wireless tenants typically result from long-term contracts with (1) initial terms of five to 15 years, (2) multiple renewal periods at the option of the tenant of five to 10 years each, (3) limited termination rights for our tenants, and (4) contractual escalations of the rental price and, in some cases, an additional upfront payment.
|
•
|
Our site rental revenues derived from our fiber solutions tenants (including from organizations with high-bandwidth and multi-location demands), typically result from contracts with (1) initial terms that generally vary between three to 20 years and (2) a fixed monthly recurring fee and, in some cases, an additional upfront payment.
|
•
|
Exclusive of renewals at the tenants' option, our tenant contracts have a weighted-average remaining life of approximately
five
years and represent
$23 billion
of expected future cash inflows.
|
•
|
Grow cash flows from our existing communications infrastructure.
We seek to maximize our site rental cash flows by working with our tenants to provide them quick access to our existing communications infrastructure and entering into long-term contracts. Tenant additions or modifications of existing tenant equipment (collectively, "tenant additions") enable our tenants 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 tenants' growing network needs through our shared communications infrastructure model, which is an efficient and cost-effective way to serve our tenants. Additionally, we believe our ability to share our fiber assets across multiple tenants 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.
In addition to adding tenants to existing communications infrastructure, 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. These investments include constructing and acquiring new communications infrastructure that we expect will generate future cash flow growth and attractive long-term returns by adding tenants to those assets over time. Our historical investments have included the following (in no particular order):
|
◦
|
construction of towers, fiber and small cells;
|
◦
|
acquisitions 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.
|
•
|
Consumers' growing wireless data consumption likely resulting in major wireless carriers continuing to upgrade and enhance their networks, including through the use of both towers and small cells, in an effort to improve network quality and capacity and tenant retention or satisfaction;
|
•
|
Prior and future potential spectrum auctioned, licensed or made available by the Federal Communications Commission ("FCC") enabling additional wireless carrier network development;
|
•
|
Next generation technologies and new uses for wireless communications may potentially result in new entrants or increased demand in the wireless industry, which may include companies involved in the continued evolution and deployment of the Internet of Things (such as connected cars, smart cities and virtual reality); and
|
•
|
The continued adoption of bandwidth-intensive applications could result in demand for high-capacity, multi-location, fiber-based network solutions.
|
•
|
We offer certain fiber solutions to organizations with high-bandwidth and multi-location demands, such as enterprise, government, education, healthcare, wholesale, financial, legal, media and entertainment, content distribution, and energy and utilities tenants. Our fiber solutions provide essential connectivity resources needed to create integrated networks and support organizations.
|
•
|
Our small cells offload data traffic from towers and bolster capacity in the areas of wireless networks where data demand is the greatest. Our small cells are typically attached to public right-of-way infrastructure, including utility poles and street lights.
|
•
|
consumers' and organizations' demand for data;
|
•
|
availability or capacity of our communications infrastructure or associated land interests;
|
•
|
location of our communications infrastructure;
|
•
|
financial condition of our tenants, including their profitability and availability or cost of capital;
|
•
|
willingness of our tenants to maintain or increase their network investment or changes in their capital allocation strategy;
|
•
|
need for integrated networks and organizations;
|
•
|
availability and cost of spectrum for commercial use;
|
•
|
increased use of network sharing, roaming, joint development, or resale agreements by our tenants;
|
•
|
mergers or consolidations by and among our tenants;
|
•
|
changes in, or success of, our tenants' business models;
|
•
|
governmental regulations and initiatives, including local or state restrictions on the proliferation of communications infrastructure;
|
•
|
cost of constructing communications infrastructure;
|
•
|
our market competition, including tenants that may elect to self-perform;
|
•
|
technological changes, including those (1) affecting the number or type of communications infrastructure needed to provide data to a given geographic area or which may otherwise serve as substitute or alternative to our communications infrastructure or (2) resulting in the obsolescence or decommissioning of certain existing wireless networks; and
|
•
|
our ability to efficiently satisfy our tenants' service requirements.
|
•
|
disrupt our business relationships with our tenants, depending on the nature of or counterparty to such transactions and activities;
|
•
|
divert the time or attention of management away from other business operations, including as a result of post-transaction integration activities;
|
•
|
fail to achieve revenue or margin targets, operational synergies or other benefits contemplated;
|
•
|
increase operational risk or volatility in our business;
|
•
|
not result in the benefits management had expected to realize from such expansion and development activities, or those benefits may take longer to realize than expected (including the 2017 Acquisitions);
|
•
|
impact our cost structure and result in the need to hire additional employees;
|
•
|
increase demands on current employees or result in current or prospective employees experiencing uncertainty about their future roles with us, which might adversely affect our ability to retain or attract key employees; or
|
•
|
result in the need for additional TRSs or contributions of certain assets to TRSs, which are subject to federal and state corporate income taxes.
|
•
|
the use of public rights-of-way and franchise agreements;
|
•
|
use of poles and conduits owned solely by, or jointly with, third parties;
|
•
|
risks relating to overbuilding;
|
•
|
risks relating to the specific markets that we choose to operate in or plan to operate in;
|
•
|
risks relating to construction management and construction-related billings to tenants;
|
•
|
risks relating to wireless carriers building their own small cell networks, or tenants utilizing their own or alternative fiber assets;
|
•
|
risk of failing to optimize the use of our finite supply of fiber strands;
|
•
|
damage to our assets and the need to maintain, repair, upgrade and periodically replace our assets;
|
•
|
the risk of failing to properly maintain or operate highly specialized hardware and software;
|
•
|
network data security risks;
|
•
|
the risk of new technologies that could enable tenants to realize the same benefits with less utilization of our fiber;
|
•
|
potential damage to our overall reputation as a communications infrastructure provider; and
|
•
|
the use of competitive local exchange carrier status, which we refer to as "CLEC" status.
|
•
|
we may be more vulnerable to general adverse economic or industry conditions;
|
•
|
we may find it more difficult to obtain additional financing to fund discretionary investments or other general corporate requirements or to refinance our existing indebtedness;
|
•
|
we are or will be required to dedicate a substantial portion of our cash flows from operations to the payment of principal or interest on our debt, thereby reducing the available cash flows to fund other projects, including the discretionary investments discussed in "
Item 1. Business
" and "
Item 7. MD&A—Liquidity and Capital Resources"
;
|
•
|
we may have limited flexibility in planning for, or reacting to, changes in our business or in the industry;
|
•
|
we may have a competitive disadvantage relative to other companies in our industry with less debt;
|
•
|
we may be adversely impacted by changes in interest rates;
|
•
|
we may be adversely impacted by changes to credit ratings related to our debt instruments;
|
•
|
we may be required to issue equity securities or securities convertible into equity or sell some of our assets, possibly on unfavorable terms, in order to meet payment obligations;
|
•
|
we may be limited in our ability to take advantage of strategic business opportunities, including communications infrastructure development or mergers and acquisitions; and
|
•
|
we could fail to remain qualified for taxation as a REIT as a result of limitations on our ability to declare and pay dividends to stockholders as a result of restrictive covenants in our debt instruments or the terms of our 6.875% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share ("6.875% Convertible Preferred Stock").
|
•
|
22%
of our towers are leased or subleased or operated and managed under a master prepaid lease or other related agreements with AT&T for a weighted-average initial term of approximately 28 years, weighted on Towers site rental gross margin. We have the option to purchase the leased and subleased towers from AT&T at the end of the respective lease or sublease terms for aggregate option payments of approximately $4.2 billion, which payments, if exercised, would be due between 2032 and 2048.
|
•
|
16%
of our towers are leased or subleased or operated and managed for an initial period of 32 years (through May 2037) under master leases, subleases or other agreements with Sprint. We have the option to purchase in 2037 all (but not less than all) of the leased and subleased Sprint towers from Sprint for approximately $2.3 billion.
|
•
|
15%
of our towers are leased or subleased or operated and managed under a master prepaid lease or other related agreements with T-Mobile for a weighted-average initial term of approximately 28 years, weighted on Towers site rental gross margin. We have the option to purchase the leased and subleased towers from T-Mobile at the end of the respective lease or sublease terms for aggregate option payments of approximately $2.0 billion, which payments, if exercised, would be due between 2035 and 2049. In addition, through the T-Mobile Acquisition, there are another
1%
of our towers subject to a lease and sublease or other related arrangements with AT&T. We have the option to purchase these towers that we do not otherwise already own at the end of their respective lease terms for aggregate option payments of up to approximately $405 million, which payments, if exercised, would be due prior to 2032 (less than $10 million would be due before 2025).
|
•
|
competition;
|
•
|
the timing, mix and amount of tenant network investments;
|
•
|
the rate and volume of tenant deployment plans;
|
•
|
unforeseen delays or challenges relating to work performed;
|
•
|
economic weakness or uncertainty;
|
•
|
our market share; or
|
•
|
changes in the size, scope, or volume of work performed.
|
•
|
the authority of the board of directors to issue preferred stock without approval of the holders of our common stock;
|
•
|
advance notice requirements for director nominations or actions to be taken at annual meetings; and
|
•
|
a provision that the state courts or, in certain circumstances, the federal courts, in Delaware shall be the sole and exclusive forum for certain actions involving us, our directors, officers, employees and stockholders.
|
•
|
we will not be allowed a deduction for dividends paid to stockholders in computing our taxable income;
|
•
|
we will be subject to federal and state income tax, including, for applicable years beginning before January 1, 2018, any applicable alternative minimum tax, on our taxable income at regular corporate rates; and
|
•
|
we would be disqualified from re-electing REIT status for the four taxable years following the year during which we were so disqualified.
|
•
|
"Item 7. MD&A—Liquidity and Capital Resources—Contractual Cash Obligations"
for a tabular presentation of the remaining contractual obligations related to our business as of
December 31, 2018
, including our lease and access agreement obligations.
|
•
|
"Schedule III - Schedule of Real Estate and Accumulated Depreciation"
for further information on our productive properties.
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
|
|||||
|
|
(In thousands)
|
|
|
|
|
|
|
|||||
October 1 - October 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
November 1 - November 30, 2018
|
|
3
|
|
|
111.37
|
|
|
—
|
|
|
—
|
|
|
December 1 - December 31, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
3
|
|
|
$
|
111.37
|
|
|
—
|
|
|
—
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||
Company/Index/Market
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||||
Crown Castle International Corp.
|
|
$
|
100.00
|
|
|
$
|
109.85
|
|
|
$
|
125.60
|
|
|
$
|
131.27
|
|
|
$
|
174.49
|
|
|
$
|
177.52
|
|
S&P 500 Market Index
|
|
100.00
|
|
|
113.69
|
|
|
115.26
|
|
|
129.05
|
|
|
157.22
|
|
|
150.33
|
|
||||||
DJ US Telecommunications Equipment Index
|
|
100.00
|
|
|
115.21
|
|
|
102.76
|
|
|
122.43
|
|
|
150.65
|
|
|
163.51
|
|
||||||
FTSE NAREIT All Equity REITs Index
|
|
100.00
|
|
|
128.03
|
|
|
132.79
|
|
|
142.86
|
|
|
155.25
|
|
|
148.98
|
|
|
Years Ended December 31,
|
|
||||||||||||||||||
|
2018
|
(a)
|
2017
|
(a)
|
2016
|
(a)
|
2015
|
(a)
|
2014
|
(a)
|
||||||||||
|
(In millions of dollars, except per share amounts)
|
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Site rental
|
$
|
4,716
|
|
|
$
|
3,669
|
|
|
$
|
3,233
|
|
|
$
|
3,018
|
|
|
$
|
2,867
|
|
|
Services and other
|
707
|
|
|
687
|
|
|
688
|
|
|
645
|
|
|
672
|
|
|
|||||
Net revenues
|
5,423
|
|
|
4,356
|
|
|
3,921
|
|
|
3,663
|
|
|
3,539
|
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs of operations
(b)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Site rental
|
1,410
|
|
|
1,144
|
|
|
1,024
|
|
|
964
|
|
|
906
|
|
|
|||||
Services and other
|
437
|
|
|
420
|
|
|
417
|
|
|
358
|
|
|
400
|
|
|
|||||
Total costs of operations
|
1,847
|
|
|
1,564
|
|
|
1,441
|
|
|
1,322
|
|
|
1,306
|
|
|
|||||
Selling, general and administrative
|
563
|
|
|
426
|
|
|
371
|
|
|
310
|
|
|
257
|
|
|
|||||
Asset write-down charges
|
26
|
|
|
17
|
|
|
34
|
|
|
33
|
|
|
14
|
|
|
|||||
Acquisition and integration costs
|
27
|
|
|
61
|
|
|
17
|
|
|
16
|
|
|
34
|
|
|
|||||
Depreciation, amortization and accretion
|
1,528
|
|
|
1,242
|
|
|
1,109
|
|
|
1,036
|
|
|
986
|
|
|
|||||
Operating income (loss)
|
1,432
|
|
|
1,046
|
|
|
949
|
|
|
946
|
|
|
942
|
|
|
|||||
Interest expense and amortization of deferred financing costs
|
(642
|
)
|
|
(591
|
)
|
|
(515
|
)
|
|
(527
|
)
|
|
(573
|
)
|
|
|||||
Gains (losses) on retirement of long-term obligations
|
(106
|
)
|
|
(4
|
)
|
|
(52
|
)
|
|
(4
|
)
|
|
(45
|
)
|
|
|||||
Interest income
|
5
|
|
|
19
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
|||||
Other income (expense)
|
1
|
|
|
1
|
|
|
(9
|
)
|
|
57
|
|
|
12
|
|
|
|||||
Income (loss) from continuing operations before income taxes
|
690
|
|
|
471
|
|
|
374
|
|
|
474
|
|
|
336
|
|
|
|||||
Benefit (provision) for income taxes
(c)
|
(19
|
)
|
|
(26
|
)
|
|
(17
|
)
|
|
51
|
|
|
11
|
|
|
|||||
Income (loss) from continuing operations
|
671
|
|
|
445
|
|
|
357
|
|
|
525
|
|
|
347
|
|
|
|||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
52
|
|
|
|||||
Net gain (loss) from disposal of discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
979
|
|
|
—
|
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
999
|
|
|
52
|
|
|
|||||
Net income (loss)
|
671
|
|
|
445
|
|
|
357
|
|
|
1,524
|
|
|
399
|
|
|
|||||
Less: Net income (loss) attributable to the noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
8
|
|
|
|||||
Net income (loss) attributable to CCIC stockholders
|
671
|
|
|
445
|
|
|
357
|
|
|
1,521
|
|
|
391
|
|
|
|||||
Dividends on preferred stock and losses on purchases of preferred stock
|
(113
|
)
|
|
(58
|
)
|
|
(33
|
)
|
|
(44
|
)
|
|
(44
|
)
|
|
|||||
Net income (loss) attributable to CCIC common stockholders
|
$
|
558
|
|
|
$
|
387
|
|
|
$
|
324
|
|
|
$
|
1,477
|
|
|
$
|
347
|
|
|
Income (loss) from continuing operations attributable to CCIC common stockholders, per common share - basic
(d)
|
$
|
1.35
|
|
|
$
|
1.01
|
|
|
$
|
0.95
|
|
|
$
|
1.45
|
|
|
$
|
0.91
|
|
|
Income (loss) from continuing operations attributable to CCIC common stockholders, per common share - diluted
(d)
|
$
|
1.34
|
|
|
$
|
1.01
|
|
|
$
|
0.95
|
|
|
$
|
1.44
|
|
|
$
|
0.91
|
|
|
Weighted-average common shares outstanding (in millions):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
(d)(f)
|
413
|
|
|
382
|
|
|
340
|
|
|
333
|
|
|
332
|
|
|
|||||
Diluted
(d)(f)
|
415
|
|
|
383
|
|
|
341
|
|
|
334
|
|
|
333
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends/distributions declared per share of common stock
|
$
|
4.28
|
|
|
$
|
3.90
|
|
|
$
|
3.61
|
|
|
$
|
3.35
|
|
|
$
|
1.87
|
|
|
|
Years Ended December 31,
|
|
||||||||||||||||||
|
2018
|
(a)(e)
|
2017
|
(a)
(e)
|
2016
|
(a)
(e)
|
2015
|
(a)
(e)
|
2014
|
(a)
(e)
|
||||||||||
|
(In millions of dollars, except per share amounts)
|
|
||||||||||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Summary cash flow information:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used for) operating activities
|
$
|
2,502
|
|
|
$
|
2,043
|
|
|
$
|
1,787
|
|
|
$
|
1,790
|
|
|
$
|
1,594
|
|
|
Net cash provided by (used for) investing activities
|
(1,795
|
)
|
|
(10,493
|
)
|
|
(1,429
|
)
|
|
(1,956
|
)
|
|
(1,217
|
)
|
|
|||||
Net cash provided by (used for) financing activities
|
(733
|
)
|
|
8,192
|
|
|
(89
|
)
|
|
(952
|
)
|
|
(493
|
)
|
|
|||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
277
|
|
|
$
|
314
|
|
|
$
|
568
|
|
|
$
|
179
|
|
|
$
|
151
|
|
|
Property and equipment, net
|
13,676
|
|
|
12,933
|
|
|
9,805
|
|
|
9,580
|
|
|
8,983
|
|
|
|||||
Total assets
|
32,785
|
|
|
32,229
|
|
|
22,675
|
|
|
21,937
|
|
|
21,027
|
|
|
|||||
Total debt and other long-term obligations
|
16,682
|
|
|
16,159
|
|
|
12,171
|
|
|
12,150
|
|
|
11,804
|
|
|
|||||
Total CCIC stockholders' equity
(f)
|
12,034
|
|
|
12,339
|
|
|
7,557
|
|
|
7,089
|
|
|
6,716
|
|
|
(a)
|
Inclusive of the impact of acquisitions. See note
3
to our consolidated financial statements for a discussion of our acquisitions during
2016
and
2017
. In 2015, we acquired rights to approximately 10,000 miles of fiber route miles through the Sunesys Acquisition. In addition, during 2014, we acquired several portfolios of land interests under towers.
|
(b)
|
Exclusive of depreciation, amortization and accretion, which are shown separately.
|
(c)
|
See note
10
to our consolidated financial statements regarding our income taxes, including our REIT status.
|
(d)
|
Basic net income (loss) attributable to CCIC common stockholders, per common share, excludes dilution and is computed by dividing net income (loss) attributable to CCIC common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) attributable to CCIC common stockholders, per common share is computed by dividing net income (loss) attributable to CCIC common stockholders by the weighted-average number of common shares outstanding during the period, plus any potential dilutive common share equivalents, including shares issuable (1) upon the vesting of restricted stock awards and restricted stock units as determined under the treasury stock method and (2) upon conversion of convertible preferred stock securities (including, as applicable, the currently outstanding 6.875% Convertible Preferred Stock, which was issued in 2017, and the formerly outstanding 4.50% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share ("4.50% Convertible Preferred Stock") which was issued in 2013 and converted to common stock in 2016), as determined under the if-converted method. See note
2
to our consolidated financial statements.
|
(e)
|
Amounts reflect the impact of all applicable adopted accounting pronouncements during the periods presented. See note 2 to our consolidated financial statements.
|
(f)
|
See note
11
to our consolidated financial statements for a discussion of our equity offerings during 2018 and 2017. During 2016, we issued shares of our common stock in connection with (1) our 2015 ATM Program (as defined below), the proceeds of which we utilized to partially fund our acquisition of Tower Development Corporation ("TDC Acquisition") in April 2016, (2) the conversion of our then outstanding 4.50% Convertible Preferred Stock to common stock and (3) our November 2016 issuance of 11.4 million shares of common stock, which generated net proceeds of $1.0 billion ("November 2016 Common Stock Offering") to partially fund the FiberNet Acquisition.
|
•
|
We operate as a REIT for U.S. federal income tax purposes (see
"Item 1. Business—Company Developments, REIT Status and Industry Updates—REIT Status"
and note
10
to our consolidated financial statements)
.
|
•
|
Potential growth resulting from the increasing demand for data
|
◦
|
We expect existing and potential new tenant 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.
|
◦
|
We expect U.S. wireless carriers will continue their focus on improving network quality and expanding capacity (including through 5G initiatives) by utilizing a combination of towers and small cells. We believe our product offerings of towers and small cells provide a comprehensive solution to our wireless tenants' 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 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 tenants.
|
◦
|
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.
|
•
|
Returning cash flows provided by operations to stockholders in the form of dividends (see also
"Item 1. Business—Strategy"
)
|
◦
|
Investing capital efficiently to grow long-term dividends per share (see also
"Item 1. Business"
)
|
•
|
Discretionary capital expenditures of
$1.6 billion
, predominately resulting from the construction of communications infrastructure and communications infrastructure improvements in order to support additional site rental revenues.
|
•
|
We expect to continue to construct and acquire new communications infrastructure based on our tenants' needs and generate attractive long-term returns by adding additional tenants over time.
|
•
|
Site rental revenues under long-term tenant contracts
|
◦
|
Initial terms of five to 15 years for site rental revenues derived from wireless tenants, with contractual escalations and multiple renewal periods at the option of the tenant of five to 10 years each.
|
◦
|
Initial terms that generally vary between three to 20 years for site rental revenues derived from our fiber solutions tenants (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
73%
of our site rental revenues were derived from AT&T, T-Mobile, Verizon Wireless and Sprint. See also
"Item 1A. Risk Factors"
and note
15
to our consolidated financial statements.
|
•
|
Majority of land interests under our towers are 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 10 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 approximately 40% of our Towers site rental gross margin.
|
•
|
Majority of our fiber assets are located in major metropolitan areas and are on public rights-of-way.
|
•
|
Minimal sustaining capital expenditure requirements
|
◦
|
Sustaining capital expenditures represented approximately
2%
of net revenues.
|
•
|
Debt portfolio with long-dated maturities extended over multiple years, with the majority of such debt having a fixed rate (see
"Item 7A. Quantitative and Qualitative Disclosures About Market Risk"
for a further discussion of our debt)
|
•
|
During
2018
, we completed several debt transactions to refinance and extend the maturities of certain of our debt. See
"Item 7. MD&A—Liquidity and Capital Resources—Financing Activities"
for further discussion of our debt transactions.
|
◦
|
As of December 31, 2018, after giving effect to our February 2019 Senior Notes offering and the application of the net proceeds therefrom, our outstanding debt has a weighted average interest rate of 4.0% and weighted average maturity of approximately seven years (assuming anticipated repayment dates where applicable).
|
◦
|
After giving effect to our February 2019 issuance of $600 million aggregate principal amount of 4.300% senior unsecured notes due February 2029 and $400 million aggregate principal amount of 5.200% senior unsecured notes due 2049 (collectively, "February 2019 Senior Notes") and the application of the net proceeds therefrom, 85% of our debt has fixed rate coupons.
|
◦
|
Our debt service coverage and leverage ratios are comfortably within their respective financial maintenance covenants. See
"Item 7. MD&A—Liquidity and Capital Resources—Debt Covenants"
for a further discussion of our debt covenants.
|
•
|
In March 2018, we issued 8 million shares of our common stock ("March 2018 Equity Financing"), and we utilized the proceeds for general corporate purposes as well as repayment of outstanding indebtedness.
|
•
|
Significant cash flows from operations
|
◦
|
Net cash provided by operating activities was
$2.5 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.
|
•
|
We expect that, when compared to full year 2018, our full year
2019
site rental revenue growth will be positively impacted by higher tenant additions, as large wireless carriers and fiber solutions tenants attempt to meet the increasing demand for data. See note
4
to our consolidated financial statements.
|
•
|
We expect discretionary capital expenditures for
2019
to exceed
2018
levels 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 of approximately 2% of net revenues for full year
2019
.
|
|
Years Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
vs.
2017
|
|
2017
vs.
2016
|
||||||||
|
(In millions of dollars)
|
|
|
|
|
||||||||||||
Site rental revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Towers site rental revenues
|
$
|
3,116
|
|
|
$
|
2,900
|
|
|
$
|
2,831
|
|
|
7
|
%
|
|
2
|
%
|
Fiber site rental revenues
|
1,600
|
|
|
769
|
|
|
402
|
|
|
108
|
%
|
|
91
|
%
|
|||
Total site rental revenues
|
4,716
|
|
|
3,669
|
|
|
3,233
|
|
|
29
|
%
|
|
13
|
%
|
|||
Site rental gross margin:
|
|
|
|
|
|
|
|
|
|
||||||||
Towers site rental gross margin
(a)
|
2,268
|
|
|
2,055
|
|
|
1,991
|
|
|
10
|
%
|
|
3
|
%
|
|||
Fiber site rental gross margin
(a)
|
1,075
|
|
|
505
|
|
|
255
|
|
|
113
|
%
|
|
98
|
%
|
|||
Services and other gross margin:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Towers services and other gross margin
(a)
|
273
|
|
|
263
|
|
|
259
|
|
|
4
|
%
|
|
2
|
%
|
|||
Fiber services and other gross margin
(a)
|
5
|
|
|
9
|
|
|
19
|
|
|
(44
|
)%
|
|
(53
|
)%
|
|||
Segment operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Towers operating profit
(a)
|
2,431
|
|
|
2,224
|
|
|
2,157
|
|
|
9
|
%
|
|
3
|
%
|
|||
Fiber operating profit
(a)
|
901
|
|
|
425
|
|
|
214
|
|
|
112
|
%
|
|
99
|
%
|
|||
Adjusted EBITDA
(b)
|
3,141
|
|
|
2,482
|
|
|
2,228
|
|
|
27
|
%
|
|
11
|
%
|
|||
Net income attributable to CCIC common stockholders
|
558
|
|
|
387
|
|
|
324
|
|
|
44
|
%
|
|
19
|
%
|
(a)
|
See note
15
to our consolidated financial statements for our definitions of segment site rental gross margin, segment services and other gross margin and segment operating profit.
|
(b)
|
See reconciliation of Adjusted EBITDA in "
Item 7. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures
."
|
(a)
|
Includes amortization of upfront payments received from long-term tenant contracts and other deferred credits (commonly referred to as prepaid rent).
|
(b)
|
Represents initial contribution of acquisitions until the one-year anniversary of the acquisition, with the exception of.the entire contribution to growth in site rental revenues in 2018 attributable to the Lightower Acquisition, which is included within acquisitions.
|
(a)
|
Includes amortization of upfront 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 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.
|
•
|
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 approximately
$107 million
(principal payments), (2) common stock dividend payments expected to be at least $4.50 per share, or an aggregate of approximately $
1.9 billion
(see
"Item 7. MD&A—General Overview—Common Stock Dividend"
), (3) 6.875% 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 our operating activities, we expect that our liquidity sources described above should be sufficient to cover our expected uses. Historically, from time to time, we have accessed the capital markets to issue debt and equity.
|
•
|
We have no scheduled contractual debt maturities other than principal payments on amortizing debt. See
"Item 7A. Quantitative and Qualitative Disclosures About Market Risk"
for a tabular presentation of our debt maturities and a discussion of anticipated repayment dates.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions of dollars)
|
||||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash - continuing operations
|
|
|
|
|
|
||||||
Operating activities
|
$
|
2,502
|
|
|
$
|
2,043
|
|
|
$
|
1,787
|
|
Investing activities
|
(1,795
|
)
|
|
(10,493
|
)
|
|
(1,429
|
)
|
|||
Financing activities
|
(733
|
)
|
|
8,192
|
|
|
(89
|
)
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash - continuing operations
|
(26
|
)
|
|
(258
|
)
|
|
269
|
|
•
|
Discretionary capital expenditures are those capital expenditures made with respect to activities which we believe exhibit sufficient potential to enhance long-term stockholder value. They consist of 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 tenant additions 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.
|
•
|
Integration capital expenditures consist of those capital expenditures made as a result of integrating acquired companies into our business.
|
•
|
Sustaining capital expenditures consist of those capital expenditures not otherwise categorized as discretionary or integration capital expenditures, such as (1) maintenance capital expenditures on our communications infrastructure assets that enable our tenants' ongoing quiet enjoyment of the communications infrastructure and (2) corporate capital expenditures.
|
(a)
|
Prior to January 1, 2018, integration capital expenditures were included within sustaining capital expenditures.
|
•
|
paying an aggregate of
$1.8 billion
in dividends on our common stock,
|
•
|
paying an aggregate of $113 million in dividends on our 6.875% Convertible Preferred Stock;
|
•
|
issuing $1.75 billion aggregate principal amount of senior unsecured notes in January 2018, the proceeds of which we used to repay (1) in full the Senior Secured Tower Revenue Notes, Series 2010-3, Class C-2020 and pay related fees and expenses and (2) a portion of the outstanding borrowings under the 2016 Revolver;
|
•
|
completing the March 2018 Equity Financing, the proceeds of which we used for general corporate purposes, including repayment of outstanding indebtedness;
|
•
|
terminating the previously outstanding 2015 ATM Program in March 2018, and in April 2018, establishing 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;
|
•
|
entering into an amendment to the 2016 Credit Facility in June 2018 to (1) increase our commitments under the 2016 Revolver by $750 million for total commitments of $4.25 billion and (2) extend the maturity of the 2016 Credit Facility from August 2022 to June 2023; and
|
•
|
issuing $1.0 billion aggregate principal amount of senior secured tower revenue notes in July 2018, the proceeds of which we used, together with cash on hand, to repay, in full, the Senior Secured Tower Revenue Notes, Series 2010-6, Class C-2020 and pay related fees and expenses.
|
•
|
paying an aggregate of
$1.5 billion
in dividends on our common stock;
|
•
|
issuing $500 million aggregate principal amount of senior unsecured notes in February 2017, the proceeds of which we used to repay a portion of the borrowings under the 2016 Revolver;
|
•
|
entering into a first amendment to the 2016 Credit Facility in February 2017 to (1) incur additional term loans in an aggregate principal amount of $500 million and (2) extend the maturity of both the 2016 Credit Facility to January 2022;
|
•
|
completing an offering of 5 million shares of our common stock, which generated net proceeds of $442 million ("May 2017 Common Stock Offering"), the proceeds of which we used to partially fund the Wilcon Acquisition;
|
•
|
issuing the $350 million aggregate principal amount of senior unsecured notes in May 2017, the proceeds of which we used to (1) partially fund the Wilcon Acquisition and (2) repay a portion of the borrowings under the 2016 Revolver;
|
•
|
completing an offering of 40 million shares of common stock, which generated net proceeds of $3.8 billion ("July 2017 Common Stock Offering"), the proceeds of which we used to partially fund the Lightower Acquisition;
|
•
|
completing and offering of 2 million shares of our 6.875% Mandatory Convertible Preferred Stock, which generated net proceeds of $1.6 billion, the proceeds of which we used to partially fund the Lightower Acquisition;
|
•
|
issuing $1.7 billion aggregate principal amount of senior unsecured notes in August 2017, the proceeds of which we used to partially fund the Lightower Acquisition and pay related fees and expenses; and
|
•
|
entering into an amendment to the 2016 Credit Facility in August 2017 to (1) increase the commitments under the 2016 Revolver by $1.0 billion, for total commitments of $3.5 billion and (2) extend the maturity of both the 2016 Term Loan A and the 2016 Revolver to August 2022.
|
|
Years Ending December 31,
|
||||||||||||||||||||||||||
Contractual Obligations
(a)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Totals
|
||||||||||||||
|
(In millions of dollars)
|
||||||||||||||||||||||||||
Debt and other long-term obligations
(b)
|
$
|
107
|
|
|
$
|
142
|
|
|
$
|
1,702
|
|
|
$
|
1,087
|
|
|
$
|
5,378
|
|
|
$
|
8,390
|
|
|
$
|
16,806
|
|
Interest payments on debt and other long-term obligations
(c)(d)
|
648
|
|
|
665
|
|
|
644
|
|
|
595
|
|
|
475
|
|
|
5,334
|
|
|
8,361
|
|
|||||||
Lease obligations
(e)
|
640
|
|
|
631
|
|
|
628
|
|
|
623
|
|
|
619
|
|
|
8,054
|
|
|
11,195
|
|
|||||||
Access agreement obligations
(f)
|
35
|
|
|
24
|
|
|
18
|
|
|
15
|
|
|
11
|
|
|
64
|
|
|
167
|
|
|||||||
Total contractual obligations
|
$
|
1,430
|
|
|
$
|
1,462
|
|
|
$
|
2,992
|
|
|
$
|
2,320
|
|
|
$
|
6,483
|
|
|
$
|
21,842
|
|
|
$
|
36,529
|
|
(a)
|
The following items are in addition to the obligations disclosed in the above table:
|
•
|
We have a legal obligation to perform certain asset retirement activities, including requirements upon lease and easement terminations to remove communications infrastructure or remediate the land upon which our communications infrastructure resides. The cash obligations disclosed in the above table, as of
December 31, 2018
, are exclusive of estimated undiscounted future cash outlays for asset retirement obligations of approximately
$1.1 billion
. As of
December 31, 2018
, the net present value of these asset retirement obligations was approximately
$192 million
. See note
7
to our consolidated financial statements.
|
•
|
We are contractually obligated to pay or reimburse others for property taxes related to our communications infrastructure.
|
•
|
We have the option to purchase approximately
53%
of our towers that are leased or subleased or operated and managed under master leases, subleases and other agreements with AT&T, Sprint and T-Mobile at the end of their respective lease terms. We have no obligation to exercise such purchase options. See note
1
to our consolidated financial statements.
|
•
|
We have legal obligations for open purchase order commitments obtained in the ordinary course of business that have not yet been fulfilled.
|
(b)
|
The impact of principal payments that will commence following the anticipated repayment dates of our tower revenue notes 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. See note
8
to our consolidated financial statements.
|
(c)
|
If the tower revenue notes are not repaid in full by the applicable anticipated repayment dates, the applicable interest rate increases by approximately 5% per annum and monthly principal payments commence using the Excess Cash Flow (as defined in the indenture governing the applicable tower revenue notes) of the issuers of the tower revenue notes. The tower revenue notes are presented based on their contractual maturity dates ranging from 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 (as defined in the indenture governing the applicable tower revenue notes) of the issuers of the tower revenue notes. The full year
2018
Excess Cash Flow (as defined in the indenture governing the applicable tower revenue notes) of the issuers of the tower revenue notes was approximately
$720 million
.
We currently expect to refinance these notes on or prior to the respective anticipated repayment dates.
|
(d)
|
Interest payments on the floating rate debt are based on estimated rates currently in effect.
|
(e)
|
Amounts relate primarily to lease obligations for the land interests on which our towers reside and are based on the assumption that payments will be made for certain renewal periods at our option that are reasonably certain to be exercised and an estimate of contingent payments based on revenues and gross margins derived from existing tenant leases. See table below summarizing remaining terms to expiration.
|
(f)
|
Amounts relate primarily to access agreement obligations for rights-of-way, franchise pole attachments and other agreements to operate our fiber assets and are based on the assumption that payments will be made for certain renewal periods at our option that are reasonably certain to be exercised and an estimate of contingent payments based on revenues and gross margins derived from existing tenant contracts.
|
(a)
|
Inclusive of fee interests and perpetual easements.
|
(b)
|
For the year ended December 31, 2018, without consideration of the term of the tenant contract.
|
Borrower / Issuer
|
Financial Maintenance Covenant
(a)(b)
|
Covenant Level Requirement
|
As of December 31, 2018
|
CCIC
|
Total Net Leverage Ratio
|
≤ 6.50x
|
5.2x
|
CCIC
|
Total Senior Secured Leverage Ratio
|
≤ 3.50x
|
1.0x
|
CCIC
|
Consolidated Interest Coverage Ratio
(c)
|
N/A
|
N/A
|
(a)
|
Failure to comply with the financial maintenance covenants would, absent a waiver, result in an event of default under the credit agreement governing our 2016 Credit Facility.
|
(b)
|
As defined in the credit agreement governing our 2016 Credit Facility.
|
(c)
|
Applicable solely to the extent that the senior unsecured debt rating by any two of S&P, Moody's and Fitch is lower than BBB-, Baa3 or BBB-, respectively. If applicable, the consolidated interest coverage ratio must be greater than or equal to 2.50.
|
(1)
|
discounted cash flow valuation methods (for estimating identifiable intangibles such as site rental contracts and tenant relationships and above-market and below-market leases) or
|
(2)
|
estimates of replacement costs (for tangible fixed assets such as communications infrastructure).
|
(1)
|
we pool site rental contracts and tenant relationships intangible assets and property and equipment into portfolio groups; and
|
(2)
|
we separately pool site rental contracts and tenant relationships by significant tenant or by tenant grouping for individually insignificant tenants, as appropriate.
|
|
Year Ended December 31,
|
||||||||||
(dollars in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Net income (loss)
|
$
|
671
|
|
|
$
|
445
|
|
|
$
|
357
|
|
Adjustments to increase (decrease) net income (loss):
|
|
|
|
|
|
||||||
Asset write-down charges
|
26
|
|
|
17
|
|
|
34
|
|
|||
Acquisition and integration costs
|
27
|
|
|
61
|
|
|
17
|
|
|||
Depreciation, amortization and accretion
|
1,528
|
|
|
1,242
|
|
|
1,109
|
|
|||
Amortization of prepaid lease purchase price adjustments
|
20
|
|
|
20
|
|
|
22
|
|
|||
Interest expense and amortization of deferred financing costs
|
642
|
|
|
591
|
|
|
515
|
|
|||
(Gains) losses on retirement of long-term obligations
|
106
|
|
|
4
|
|
|
52
|
|
|||
Interest income
|
(5
|
)
|
|
(19
|
)
|
|
(1
|
)
|
|||
Other (income) expense
|
(1
|
)
|
|
(1
|
)
|
|
9
|
|
|||
(Benefit) provision for income taxes
|
19
|
|
|
26
|
|
|
17
|
|
|||
Stock-based compensation expense
|
108
|
|
|
96
|
|
|
97
|
|
|||
Adjusted EBITDA
(a)
|
$
|
3,141
|
|
|
$
|
2,482
|
|
|
$
|
2,228
|
|
(a)
|
The above reconciliation excludes the items included in our Adjusted EBITDA definition which are not applicable to the periods shown.
|
•
|
it is the primary measure used by our management to evaluate (1) 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.
|
•
|
the potential refinancing of our
$16.7 billion
in existing debt, compared to $16.2 billion in the prior year;
|
•
|
our $2.4 billion of floating rate debt representing approximately
15%
of total debt, compared to 21% in the prior year; 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
|
||||||||||||||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
Fair Value
(a)
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||
Fixed rate debt
(b)
|
$
|
48
|
|
|
$
|
38
|
|
|
$
|
1,583
|
|
|
$
|
878
|
|
|
$
|
3,424
|
|
|
$
|
8,390
|
|
|
$
|
14,361
|
|
|
$
|
14,131
|
|
Average interest rate
(b)(c)(d)
|
4.4
|
%
|
|
4.5
|
%
|
|
2.9
|
%
|
|
5.2
|
%
|
|
4.2
|
%
|
|
5.2
|
%
|
|
4.7
|
%
|
|
|
|||||||||
Variable rate debt
(e)
|
$
|
59
|
|
|
$
|
104
|
|
|
$
|
119
|
|
|
$
|
209
|
|
|
$
|
1,954
|
|
|
$
|
—
|
|
|
$
|
2,445
|
|
|
$
|
2,446
|
|
Average interest rate
(e)
|
3.8
|
%
|
|
3.8
|
%
|
|
3.8
|
%
|
|
3.8
|
%
|
|
3.8
|
%
|
|
—
|
%
|
|
3.8
|
%
|
|
|
(a)
|
The fair value of our debt is based on indicative quotes (that is, non-binding quotes) from brokers that require judgment to interpret market information, including implied credit spreads for similar borrowings on recent trades or bid/ask offers. These fair values are not necessarily indicative of the amount, which could be realized in a current market exchange.
|
(b)
|
The 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 also footnote (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
2018
Excess Cash Flow of the issuers of the tower revenue notes was approximately
$720 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 and 2016 Revolver borrowings, each of which matures in 2023.
|
|
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Statement of Equity for each of the three years in the period ended December 31, 2018
|
|
Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2018, 2017 and 2016
|
|
Schedule III - Schedule of Real Estate and Accumulated Depreciation for the years ended December 31, 2018 and 2017
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
277
|
|
|
$
|
314
|
|
Restricted cash
|
131
|
|
|
121
|
|
||
Receivables, net of allowance of $14 and $14, respectively
|
501
|
|
|
398
|
|
||
Prepaid expenses
|
172
|
|
|
162
|
|
||
Other current assets
|
148
|
|
|
139
|
|
||
Total current assets
|
1,229
|
|
|
1,134
|
|
||
Deferred site rental receivables
|
1,366
|
|
|
1,300
|
|
||
Property and equipment, net
|
13,676
|
|
|
12,933
|
|
||
Goodwill
|
10,078
|
|
|
10,021
|
|
||
Site rental contracts and tenant relationships, net
|
5,209
|
|
|
5,626
|
|
||
Other intangible assets, net
|
307
|
|
|
336
|
|
||
Long-term prepaid rent and other assets, net
|
920
|
|
|
879
|
|
||
Total assets
|
$
|
32,785
|
|
|
$
|
32,229
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
313
|
|
|
$
|
249
|
|
Accrued interest
|
148
|
|
|
132
|
|
||
Deferred revenues
|
498
|
|
|
457
|
|
||
Other accrued liabilities
|
351
|
|
|
339
|
|
||
Current maturities of debt and other obligations
|
107
|
|
|
115
|
|
||
Total current liabilities
|
1,417
|
|
|
1,292
|
|
||
Debt and other long-term obligations
|
16,575
|
|
|
16,044
|
|
||
Other long-term liabilities
|
2,759
|
|
|
2,554
|
|
||
Total liabilities
|
20,751
|
|
|
19,890
|
|
||
Commitments and contingencies (see note 13)
|
|
|
|
||||
CCIC stockholders' equity:
|
|
|
|
||||
Common stock, $0.01 par value; 600 shares authorized; shares issued and outstanding: December 31, 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: December 31, 2018—2 and December 31, 2017—2; aggregate liquidation value: December 31, 2018—$1,650 and December 31, 2017—$1,650
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
17,767
|
|
|
16,844
|
|
||
Accumulated other comprehensive income (loss)
|
(5
|
)
|
|
(4
|
)
|
||
Dividends/distributions in excess of earnings
|
(5,732
|
)
|
|
(4,505
|
)
|
||
Total equity
|
12,034
|
|
|
12,339
|
|
||
Total liabilities and equity
|
$
|
32,785
|
|
|
$
|
32,229
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net revenues:
|
|
|
|
|
|
||||||
Site rental
|
$
|
4,716
|
|
|
$
|
3,669
|
|
|
$
|
3,233
|
|
Services and other
|
707
|
|
|
687
|
|
|
688
|
|
|||
Net revenues
|
5,423
|
|
|
4,356
|
|
|
3,921
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Costs of operations
(a)
:
|
|
|
|
|
|
||||||
Site rental
|
1,410
|
|
|
1,144
|
|
|
1,024
|
|
|||
Services and other
|
437
|
|
|
420
|
|
|
417
|
|
|||
Selling, general and administrative
|
563
|
|
|
426
|
|
|
371
|
|
|||
Asset write-down charges
|
26
|
|
|
17
|
|
|
34
|
|
|||
Acquisition and integration costs
|
27
|
|
|
61
|
|
|
17
|
|
|||
Depreciation, amortization and accretion
|
1,528
|
|
|
1,242
|
|
|
1,109
|
|
|||
Total operating expenses
|
3,991
|
|
|
3,310
|
|
|
2,972
|
|
|||
Operating income (loss)
|
1,432
|
|
|
1,046
|
|
|
949
|
|
|||
Interest expense and amortization of deferred financing costs
|
(642
|
)
|
|
(591
|
)
|
|
(515
|
)
|
|||
Gains (losses) on retirement of long-term obligations
|
(106
|
)
|
|
(4
|
)
|
|
(52
|
)
|
|||
Interest income
|
5
|
|
|
19
|
|
|
1
|
|
|||
Other income (expense)
|
1
|
|
|
1
|
|
|
(9
|
)
|
|||
Income (loss) before income taxes
|
690
|
|
|
471
|
|
|
374
|
|
|||
Benefit (provision) for income taxes
|
(19
|
)
|
|
(26
|
)
|
|
(17
|
)
|
|||
Net income (loss)
|
671
|
|
|
445
|
|
|
357
|
|
|||
Dividends on preferred stock
|
(113
|
)
|
|
(58
|
)
|
|
(33
|
)
|
|||
Net income (loss) attributable to CCIC common stockholders
|
$
|
558
|
|
|
$
|
387
|
|
|
$
|
324
|
|
Net income (loss)
|
$
|
671
|
|
|
$
|
445
|
|
|
$
|
357
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(1
|
)
|
|
2
|
|
|
(2
|
)
|
|||
Total other comprehensive income (loss)
|
(1
|
)
|
|
2
|
|
|
(2
|
)
|
|||
Comprehensive income (loss) attributable to CCIC stockholders
|
$
|
670
|
|
|
$
|
447
|
|
|
$
|
355
|
|
Net income (loss) attributable to CCIC common stockholders, per common share:
|
|
|
|
|
|
||||||
Net income (loss) attributable to CCIC common stockholders—basic
|
$
|
1.35
|
|
|
$
|
1.01
|
|
|
$
|
0.95
|
|
Net income (loss) attributable to CCIC common stockholders—diluted
|
$
|
1.34
|
|
|
$
|
1.01
|
|
|
$
|
0.95
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
413
|
|
|
382
|
|
|
340
|
|
|||
Diluted
|
415
|
|
|
383
|
|
|
341
|
|
(a)
|
Exclusive of depreciation, amortization and accretion shown separately.
|
|
Years Ended December 31,
|
|
||||||||||
|
2018
|
(a)
|
2017
|
(a)
|
2016
|
(a)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
671
|
|
|
$
|
445
|
|
|
$
|
357
|
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
|
|
|
|
|
|
|
||||||
Depreciation, amortization and accretion
|
1,528
|
|
|
1,242
|
|
|
1,109
|
|
|
|||
(Gains) losses on retirement of long-term obligations
|
106
|
|
|
4
|
|
|
52
|
|
|
|||
(Gains) losses on settled swaps
|
—
|
|
|
—
|
|
|
3
|
|
|
|||
Amortization of deferred financing costs and other non-cash interest
|
7
|
|
|
9
|
|
|
14
|
|
|
|||
Stock-based compensation expense
|
103
|
|
|
92
|
|
|
79
|
|
|
|||
Asset write-down charges
|
26
|
|
|
17
|
|
|
34
|
|
|
|||
Deferred income tax (benefit) provision
|
2
|
|
|
15
|
|
|
9
|
|
|
|||
Other non-cash adjustments, net
|
2
|
|
|
(2
|
)
|
|
10
|
|
|
|||
Changes in assets and liabilities, excluding the effects of acquisitions:
|
|
|
|
|
|
|
||||||
Increase (decrease) in accrued interest
|
16
|
|
|
35
|
|
|
30
|
|
|
|||
Increase (decrease) in accounts payable
|
37
|
|
|
(34
|
)
|
|
11
|
|
|
|||
Increase (decrease) in deferred revenues, deferred ground lease payables, other accrued liabilities and other liabilities
|
223
|
|
|
175
|
|
|
196
|
|
|
|||
Decrease (increase) in receivables
|
(105
|
)
|
|
61
|
|
|
(59
|
)
|
|
|||
Decrease (increase) in prepaid expenses, deferred site rental receivables, long-term prepaid rent and other assets
|
(114
|
)
|
|
(16
|
)
|
|
(58
|
)
|
|
|||
Net cash provided by (used for) operating activities
|
2,502
|
|
|
2,043
|
|
|
1,787
|
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Payments for acquisitions, net of cash acquired
|
(42
|
)
|
|
(9,260
|
)
|
|
(557
|
)
|
|
|||
Capital expenditures
|
(1,741
|
)
|
|
(1,228
|
)
|
|
(874
|
)
|
|
|||
Net (payments) receipts from settled swaps
|
—
|
|
|
—
|
|
|
8
|
|
(b)
|
|||
Other investing activities, net
|
(12
|
)
|
|
(5
|
)
|
|
(6
|
)
|
|
|||
Net cash provided by (used for) investing activities
|
(1,795
|
)
|
|
(10,493
|
)
|
|
(1,429
|
)
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
2,742
|
|
|
3,093
|
|
|
5,201
|
|
|
|||
Principal payments on debt and other long-term obligations
|
(105
|
)
|
|
(119
|
)
|
|
(96
|
)
|
|
|||
Purchases and redemptions of long-term debt
|
(2,346
|
)
|
|
—
|
|
|
(4,045
|
)
|
|
|||
Borrowings under revolving credit facility
|
1,820
|
|
|
2,820
|
|
|
3,440
|
|
|
|||
Payments under revolving credit facility
|
(1,725
|
)
|
|
(1,840
|
)
|
|
(4,565
|
)
|
|
|||
Payments for financing costs
|
(31
|
)
|
|
(29
|
)
|
|
(42
|
)
|
|
|||
Net proceeds from issuance of common stock
|
841
|
|
|
4,221
|
|
|
1,326
|
|
|
|||
Net proceeds from issuance of preferred stock
|
—
|
|
|
1,608
|
|
|
—
|
|
|
|||
Purchases of common stock
|
(34
|
)
|
|
(23
|
)
|
|
(25
|
)
|
|
|||
Dividends/distributions paid on common stock
|
(1,782
|
)
|
|
(1,509
|
)
|
|
(1,239
|
)
|
|
|||
Dividends paid on preferred stock
|
(113
|
)
|
|
(30
|
)
|
|
(44
|
)
|
|
|||
Net cash provided by (used for) financing activities
|
(733
|
)
|
|
8,192
|
|
|
(89
|
)
|
|
|||
Net increase (decrease) in cash, cash equivalents, and restricted cash from continuing operations
|
(26
|
)
|
|
(258
|
)
|
|
269
|
|
|
|||
Discontinued operations:
|
|
|
|
|
|
|
||||||
Net cash provided by (used for) investing activities
|
—
|
|
|
—
|
|
|
113
|
|
(b)
|
|||
Net increase (decrease) in cash and cash equivalents - discontinued operations
|
—
|
|
|
—
|
|
|
113
|
|
|
|||
Effect of exchange rate changes on cash
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
|||
Cash, cash equivalents, and restricted cash at beginning of period
(a)
|
440
|
|
|
697
|
|
|
315
|
|
|
|||
Cash, cash equivalents, and restricted cash at end of period
(a)
|
$
|
413
|
|
|
$
|
440
|
|
|
$
|
697
|
|
|
(a)
|
See "
Recently Adopted Accounting Pronouncements"
in note 2 to the financial statements for a discussion of recently adopted restricted cash guidance, which impacted certain presentations on the consolidated statement of cash flows
.
|
(b)
|
In January 2016, the Company received a note receivable payment and settled a corresponding foreign currency swap related to its 2015 sale of CCAL.
|
|
Common Stock
|
|
6.875% Mandatory Convertible Preferred Stock
|
|
4.50% Mandatory Convertible Preferred Stock
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Shares
|
|
($0.01 Par)
|
|
Shares
|
|
($0.01 Par)
|
|
Shares
|
|
($0.01 Par)
|
|
Additional
Paid-In
Capital
|
|
Accumulated Other Comprehensive Income (Loss) ("AOCI")
|
|
Dividends/Distributions in Excess of Earnings
|
|
Total
|
|||||||||||||||||
Balance, December 31, 2015
|
334
|
|
|
$
|
4
|
|
|
—
|
|
|
—
|
|
|
10
|
|
—
|
|
$
|
—
|
|
|
$
|
9,549
|
|
|
$
|
(4
|
)
|
|
$
|
(2,458
|
)
|
|
$
|
7,091
|
|
Stock-based compensation related activity, net of forfeitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
86
|
|
|
—
|
|
|
—
|
|
|
86
|
|
||||||
Purchases and retirement of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
||||||
Net proceeds from issuance of Common Stock
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,326
|
|
|
—
|
|
|
—
|
|
|
1,326
|
|
|||||||
Net proceeds from issuance of preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other comprehensive income (loss)
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||
Recognition of excess tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||||
Common stock dividends/distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,245
|
)
|
|
(1,245
|
)
|
|||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
(33
|
)
|
||||||
Conversion of preferred stock to common stock (see note 11)
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
—
|
|
|
357
|
|
|
357
|
|
||||||
Balance, December 31, 2016
|
361
|
|
|
$
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
10,938
|
|
|
$
|
(6
|
)
|
|
$
|
(3,379
|
)
|
|
$
|
7,557
|
|
(a)
|
See the consolidated statement of operations and comprehensive income (loss) for the components of "total other comprehensive income (loss)".
|
|
Common Stock
|
|
6.875% Mandatory Convertible Preferred Stock
|
|
4.50% Mandatory Convertible Preferred Stock
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Shares
|
|
($0.01 Par)
|
|
Shares
|
|
($0.01 Par)
|
|
Shares
|
|
($0.01 Par)
|
|
Additional
Paid-In
Capital
|
|
AOCI
|
|
Dividends/Distributions in Excess of Earnings
|
|
Total
|
||||||||||||||||
Balance, December 31, 2016
|
361
|
|
|
$
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
10,938
|
|
|
$
|
(6
|
)
|
|
$
|
(3,379
|
)
|
|
$
|
7,557
|
|
Stock-based compensation related activity, net of forfeitures
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
100
|
|
||||||
Purchases and retirement of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
||||||
Net proceeds from issuance of common stock
|
44
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,221
|
|
|
—
|
|
|
—
|
|
|
4,221
|
|
||||||
Net proceeds from issuance of preferred stock
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,608
|
|
|
—
|
|
|
—
|
|
|
1,608
|
|
||||||
Other comprehensive income (loss)
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
Common stock dividends/distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,513
|
)
|
|
(1,513
|
)
|
||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58
|
)
|
|
(58
|
)
|
||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
445
|
|
|
445
|
|
||||||
Balance, December 31, 2017
|
406
|
|
|
$
|
4
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
16,844
|
|
|
$
|
(4
|
)
|
|
$
|
(4,505
|
)
|
|
$
|
12,339
|
|
(a)
|
See the consolidated statement of operations and comprehensive income (loss) for the components of "total other comprehensive income (loss)."
|
|
Common Stock
|
|
6.875% Mandatory Convertible Preferred Stock
|
|
4.50% Mandatory Convertible Preferred Stock
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Shares
|
|
($0.01 Par)
|
|
Shares
|
|
($0.01 Par)
|
|
Shares
|
|
($0.01 Par)
|
|
Additional
Paid-In
Capital
|
|
AOCI
|
|
Dividends/Distributions in Excess of Earnings
|
|
Total
|
|||||||||||||||||
Balance, December 31, 2017
|
406
|
|
|
$
|
4
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
16,844
|
|
|
$
|
(4
|
)
|
|
$
|
(4,505
|
)
|
|
$
|
12,339
|
|
|
Stock-based compensation related activity, net of forfeitures
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
116
|
|
|
—
|
|
|
—
|
|
|
116
|
|
||||||
Purchases and retirement of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
||||||
Net proceeds from issuances of common stock (see note 11)
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
841
|
|
|
—
|
|
|
—
|
|
|
841
|
|
|||||||
Other comprehensive income (loss)
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Common stock dividends/distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,785
|
)
|
|
(1,785
|
)
|
|||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(113
|
)
|
|
(113
|
)
|
||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
671
|
|
|
671
|
|
||||||
Balance, December 31, 2018
|
415
|
|
|
$
|
4
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
17,767
|
|
|
$
|
(5
|
)
|
|
$
|
(5,732
|
)
|
|
$
|
12,034
|
|
(a)
|
See the consolidated statement of operations and comprehensive income (loss) for the components of "total other comprehensive income (loss)."
|
1.
|
Basis of Presentation
|
◦
|
22%
of the Company's towers are leased or subleased or operated and managed under a master prepaid lease or other related agreements with AT&T for a weighted-average initial term of approximately
28
years, weighted on Towers site rental gross margin. The Company has the option to purchase the leased and subleased towers from AT&T at the end of the respective lease or sublease terms for aggregate option payments of approximately
$4.2 billion
, which payments, if exercised, would be due between 2032 and 2048.
|
◦
|
16%
of the Company's towers are leased or subleased or operated and managed for an initial period of
32
years (through May 2037) under master leases, subleases, or other agreements with Sprint. The Company has the option to purchase in 2037 all (but not less than all) of the leased and subleased Sprint towers from Sprint for approximately
$2.3 billion
.
|
◦
|
15%
of the Company's towers are leased or subleased or operated and managed under a master prepaid lease or other related agreements with T-Mobile for a weighted-average initial term of approximately
28
years, weighted on Towers site rental gross margin. The Company has the option to purchase the leased and subleased towers from T-Mobile at the end of the respective lease or sublease terms for aggregate option payments of approximately
$2.0 billion
, which payments, if exercised would be due between 2035 and 2049. In addition, through the acquisition of the rights to approximately 7,100 towers ("T-Mobile Acquisition"), there are another
1%
of the Company's towers subject to a lease and sublease or other related arrangements with AT&T. The Company has the option to purchase these towers that it does not otherwise already own at the end of their respective lease terms for aggregate option payments of up to approximately
$405 million
, which payments, if exercised, would be due prior to 2032 (less than
$10 million
would be due before 2025).
|
2.
|
Summary of Significant Accounting Policies
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Interest expense on debt obligations
|
$
|
635
|
|
|
$
|
582
|
|
|
$
|
501
|
|
Amortization of deferred financing costs and adjustments on long-term debt, net
|
21
|
|
|
19
|
|
|
19
|
|
|||
Capitalized interest
|
(15
|
)
|
|
(12
|
)
|
|
(7
|
)
|
|||
Other
|
1
|
|
|
2
|
|
|
2
|
|
|||
Total
|
$
|
642
|
|
|
$
|
591
|
|
|
$
|
515
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income (loss) attributable to CCIC stockholders
|
$
|
671
|
|
|
$
|
445
|
|
|
$
|
357
|
|
Dividends on preferred stock
|
(113
|
)
|
|
(58
|
)
|
|
(33
|
)
|
|||
Net income (loss) attributable to CCIC common stockholders for basic and diluted computations
|
$
|
558
|
|
|
$
|
387
|
|
|
$
|
324
|
|
|
|
|
|
|
|
||||||
Weighted-average number of common shares outstanding (in millions):
|
|
|
|
|
|
||||||
Basic weighted-average number of common stock outstanding
|
413
|
|
|
382
|
|
|
340
|
|
|||
Effect of assumed dilution from potential issuance of common shares relating to RSUs
|
2
|
|
|
1
|
|
|
1
|
|
|||
Diluted weighted-average number of common shares outstanding
|
415
|
|
|
383
|
|
|
341
|
|
|||
|
|
|
|
|
|
||||||
Net income (loss) attributable to CCIC common stockholders, per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.35
|
|
|
$
|
1.01
|
|
|
$
|
0.95
|
|
Diluted
|
$
|
1.34
|
|
|
$
|
1.01
|
|
|
$
|
0.95
|
|
|
|
|
|
|
|
||||||
Dividends/distributions declared per share of common stock
|
$
|
4.28
|
|
|
$
|
3.90
|
|
|
$
|
3.61
|
|
3.
|
Acquisitions
|
Final Purchase Price Allocation
|
|
||
Current assets
|
$
|
52
|
|
Property and equipment
|
438
|
|
|
Goodwill
(a)
|
778
|
|
|
Other intangible assets, net
(b)
|
327
|
|
|
Other non-current assets
|
2
|
|
|
Current liabilities
|
(41
|
)
|
|
Other non-current liabilities
|
(35
|
)
|
|
Net assets acquired
(c)
|
$
|
1,521
|
|
(a)
|
The final 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 cells and fiber 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 demand for data, and
|
•
|
other intangibles not qualified for separate recognition, including the assembled workforce.
|
(b)
|
Predominantly comprised of site rental contracts and tenant 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 FiberNet Acquisition.
|
Final Purchase Price Allocation
|
|
||
Current assets
|
$
|
99
|
|
Property and equipment
|
2,194
|
|
|
Goodwill
(a)
|
3,171
|
|
|
Other intangible assets, net
(b)
|
2,177
|
|
|
Other non-current assets
|
27
|
|
|
Current liabilities
|
(176
|
)
|
|
Other non-current liabilities
|
(342
|
)
|
|
Net assets acquired
(c)
|
$
|
7,150
|
|
(a)
|
The final 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)
|
Predominantly comprised of site rental contracts and tenant 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.
|
|
Twelve Months Ended
December 31,
|
|
||||||
|
2017
|
|
2016
|
|
||||
Net revenues
|
$
|
5,050
|
|
|
$
|
4,865
|
|
|
Income (loss) before income taxes
|
$
|
541
|
|
(b)(c)
|
$
|
367
|
|
(b)(c)(d)
|
Benefit (provision) for income taxes
|
$
|
(29
|
)
|
(a)
|
$
|
(21
|
)
|
(a)
|
Net income (loss)
|
$
|
512
|
|
(b)(c)
|
$
|
346
|
|
(b)(c)(d)
|
Basic net income (loss) attributable to CCIC common stockholders, per common share
|
$
|
0.89
|
|
(c)(e)
|
$
|
0.51
|
|
(c)(e)
|
Diluted net income (loss) attributable to CCIC common stockholders, per common share
|
$
|
0.88
|
|
(c)(e)
|
$
|
0.51
|
|
(c)(e)
|
(a)
|
For the years ended December 31, 2017 and 2016, amounts are inclusive of pro forma adjustments to the benefit (provision) for income tax as a result of the Company's REIT status. The vast majority of the assets and related income from the FiberNet Acquisition, the Wilcon Acquisition, and the Lightower Acquisition are included in the Company's REIT. The remaining assets are included in the Company's TRS. For purposes of the unaudited pro forma financial results, an adjustment has been made to reflect the additional tax impact of the income related to the TRS assets.
|
(b)
|
For the years ended December 31, 2017 and 2016, amounts are inclusive of pro forma adjustments to depreciation and amortization of
$247 million
and
$316 million
, respectively, related to property and equipment and intangibles recorded as a result of the 2017 Acquisitions.
|
(c)
|
Pro forma amounts include the impact of the interest expense and common stock share issuances associated with the related debt and equity financings for the 2017 Acquisitions (see above and notes
8
and
11
).
|
(d)
|
Amounts are inclusive of a total of
$120 million
of Lightower stock-based compensation expense and acquisition and integration costs.
|
(e)
|
Pro forma amounts include the impact of the preferred stock dividends related to the Mandatory Convertible Preferred Stock Offering (as defined in note
11
) for the Lightower Acquisition (see above and note
11
).
|
4.
|
Revenues
|
|
|
Years ending December 31,
|
|
|
|
|
||||||||||||||||||||||
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Contracted amounts
|
|
$
|
3,968
|
|
|
$
|
3,761
|
|
|
$
|
3,552
|
|
|
$
|
3,317
|
|
|
$
|
2,587
|
|
|
$
|
6,229
|
|
|
$
|
23,414
|
|
5.
|
Property and Equipment
|
|
Estimated Useful Lives
|
|
As of December 31,
|
||||||
|
|
2018
|
|
2017
|
|||||
Land
(a)
|
—
|
|
$
|
1,981
|
|
|
$
|
1,859
|
|
Buildings
|
40 years
|
|
134
|
|
|
119
|
|
||
Communications infrastructure assets
|
1-20 years
|
|
18,709
|
|
|
17,184
|
|
||
Information technology assets and other
|
2-7 years
|
|
443
|
|
|
372
|
|
||
Construction in process
|
—
|
|
975
|
|
|
899
|
|
||
Total gross property and equipment
|
|
|
22,242
|
|
|
20,433
|
|
||
Less: accumulated depreciation
|
|
|
(8,566
|
)
|
|
(7,500
|
)
|
||
Total property and equipment, net
|
|
|
$
|
13,676
|
|
|
$
|
12,933
|
|
(a)
|
Includes land owned in fee and perpetual easements.
|
6.
|
Goodwill and Intangible Assets
|
Balance as of December 31, 2016
|
$
|
5,758
|
|
Additions due to FiberNet Acquisition
(a)
|
778
|
|
|
Additions due to Wilcon Acquisition
(a)
|
358
|
|
|
Additions due to Lightower Acquisition
(a)
|
3,115
|
|
|
Adjustments due to other acquisitions, purchase price allocations and other, net
|
12
|
|
|
Balance as of December 31, 2017
|
$
|
10,021
|
|
Adjustments due to other acquisitions, purchase price allocations and other, net
|
57
|
|
|
Balance as of December 31, 2018
|
$
|
10,078
|
|
(a)
|
The final purchase price allocations for the FiberNet Acquisition, Wilcon Acquisition and Lightower Acquisition resulted in the recognition of goodwill in the Fiber segment based on:
|
•
|
the Company's expectation to leverage the
FiberNet, Wilcon and Lightower fiber footprint to support new small cells and fiber solutions
,
|
•
|
the complementary nature of the
FiberNet, Wilcon and 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. See note
3
.
|
|
As of December 31, 2018
|
|
As of December 31, 2017
|
||||||||||||||||||||
|
Gross Carrying Value
(a)
|
|
Accumulated Amortization
|
|
Net Book Value
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Book Value
|
||||||||||||
Site rental contracts and tenant relationships
|
$
|
7,787
|
|
|
$
|
(2,578
|
)
|
|
$
|
5,209
|
|
|
$
|
7,782
|
|
|
$
|
(2,156
|
)
|
|
$
|
5,626
|
|
Other intangible assets
|
494
|
|
|
(187
|
)
|
|
307
|
|
|
504
|
|
|
(168
|
)
|
|
336
|
|
||||||
Total
|
$
|
8,281
|
|
|
$
|
(2,765
|
)
|
|
$
|
5,516
|
|
|
$
|
8,286
|
|
|
$
|
(2,324
|
)
|
|
$
|
5,962
|
|
(a)
|
During the year ended
December 31, 2018
, intangible assets additions (primarily site rental contracts and tenant relationships) from acquisitions had a weighted average amortization period of approximately
20
years.
|
|
For Years Ended December 31,
|
||||||||||
Classification
|
2018
|
|
2017
|
|
2016
|
||||||
Depreciation, amortization and accretion
|
$
|
428
|
|
|
$
|
314
|
|
|
$
|
265
|
|
Site rental costs of operations
|
17
|
|
|
18
|
|
|
19
|
|
|||
Total amortization expense
|
$
|
445
|
|
|
$
|
332
|
|
|
$
|
284
|
|
|
Years Ending December 31,
|
||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
||||||||||
Estimated annual amortization
|
$
|
445
|
|
|
$
|
444
|
|
|
$
|
444
|
|
|
$
|
443
|
|
|
$
|
443
|
|
7.
|
Other Liabilities
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Deferred rental revenues
|
|
$
|
1,267
|
|
|
$
|
1,077
|
|
Deferred ground lease payable
|
|
603
|
|
|
560
|
|
||
Above market leases for land interests, net
|
|
181
|
|
|
202
|
|
||
Deferred credits, net
|
|
499
|
|
|
532
|
|
||
Asset retirement obligation
|
|
192
|
|
|
174
|
|
||
Deferred income tax liabilities
|
|
7
|
|
|
5
|
|
||
Other long-term liabilities
|
|
10
|
|
|
4
|
|
||
Total
|
|
$
|
2,759
|
|
|
$
|
2,554
|
|
|
Years Ending December 31,
|
||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
||||||||||
Above-market leases for land interests
|
$
|
17
|
|
|
$
|
16
|
|
|
$
|
15
|
|
|
$
|
14
|
|
|
$
|
13
|
|
|
Years Ending December 31,
|
||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
||||||||||
Below-market tenant leases
|
$
|
62
|
|
|
$
|
55
|
|
|
$
|
52
|
|
|
$
|
47
|
|
|
$
|
43
|
|
8.
|
Debt and Other Obligations
|
|
Original
Issue Date
|
|
Contractual
Maturity
Date
|
|
Outstanding Balance as of December 31,
|
|
Stated
Interest Rate
as of
December 31,
|
|
|||||||
2018
|
|
2017
|
2018
|
(a)
|
|||||||||||
Tower Revenue Notes, Series 2010-3
|
Jan. 2010
|
|
Jan. 2040
|
(b)(c)
|
—
|
|
|
1,246
|
|
|
N/A
|
|
|
||
Tower Revenue Notes, Series 2010-6
|
Aug. 2010
|
|
Aug. 2040
|
(b)(c)
|
—
|
|
|
995
|
|
|
N/A
|
|
|
||
Tower Revenue Notes, Series 2015-1
|
May 2015
|
|
May 2042
|
(b)(c)
|
298
|
|
|
297
|
|
|
3.2
|
%
|
|
||
Tower Revenue Notes, Series 2015-2
|
May 2015
|
|
May 2045
|
(b)(c)
|
693
|
|
|
692
|
|
|
3.7
|
%
|
|
||
Tower Revenue Notes, Series 2018-1
|
July 2018
|
|
July 2043
|
(b)(c)
|
247
|
|
|
—
|
|
|
3.7
|
%
|
|
||
Tower Revenue Notes, Series 2018-2
|
July 2018
|
|
July 2048
|
(b)(c)
|
742
|
|
|
—
|
|
|
4.2
|
%
|
|
||
3.849% Secured Notes
|
Dec. 2012
|
|
Apr. 2023
|
|
994
|
|
|
993
|
|
|
3.9
|
%
|
|
||
Secured Notes, Series 2009-1, Class A-1
|
Jul. 2009
|
|
Aug. 2019
|
(d)
|
12
|
|
|
32
|
|
|
6.3
|
%
|
|
||
Secured Notes, Series 2009-1, Class A-2
|
Jul. 2009
|
|
Aug. 2029
|
(d)
|
70
|
|
|
70
|
|
|
9.0
|
%
|
|
||
Capital leases and other obligations
|
Various
|
|
Various
|
(e)
|
227
|
|
|
227
|
|
|
Various
|
|
|
||
Total secured debt
|
|
|
|
|
$
|
3,283
|
|
|
$
|
4,552
|
|
|
|
|
|
2016 Revolver
|
Jan. 2016
|
|
June 2023
|
|
1,075
|
|
(f)
|
980
|
|
|
3.8
|
%
|
(g)
|
||
2016 Term Loan A
|
Jan. 2016
|
|
June 2023
|
|
2,354
|
|
|
2,397
|
|
|
3.8
|
%
|
(g)
|
||
5.250% Senior Notes
|
Oct. 2012
|
|
Jan. 2023
|
|
1,641
|
|
|
1,639
|
|
|
5.3
|
%
|
|
||
4.875% Senior Notes
|
Apr. 2014
|
|
Apr. 2022
|
|
844
|
|
|
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
|
|
744
|
|
|
743
|
|
|
3.7
|
%
|
|
||
2.250% Senior Notes
|
Sept. 2016
|
|
Sept. 2021
|
|
697
|
|
|
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
|
|
743
|
|
|
742
|
|
|
3.2
|
%
|
|
||
3.650% Senior Notes
|
Aug. 2017
|
|
Sept. 2027
|
|
992
|
|
|
991
|
|
|
3.7
|
%
|
|
||
3.150% Senior Notes
|
Jan. 2018
|
|
July 2023
|
|
742
|
|
|
—
|
|
|
3.2
|
%
|
|
||
3.800% Senior Notes
|
Jan. 2018
|
|
Feb. 2028
|
|
988
|
|
|
—
|
|
|
3.8
|
%
|
|
||
Total unsecured debt
|
|
|
|
|
$
|
13,399
|
|
|
$
|
11,607
|
|
|
|
|
|
Total debt and other obligations
|
|
|
|
|
16,682
|
|
|
16,159
|
|
|
|
|
|||
Less: current maturities and short-term debt and other current obligations
|
|
|
|
|
107
|
|
|
115
|
|
|
|
|
|||
Non-current portion of long-term debt and other long-term obligations
|
|
|
|
|
$
|
16,575
|
|
|
$
|
16,044
|
|
|
|
|
(a)
|
Represents the weighted-average stated interest rate.
|
(b)
|
The Tower Revenue Notes, Series 2010-3 ("January 2010 Tower Revenue Notes"), Tower Revenue Notes, Series 2010-6 ("August 2010 Tower Revenue Notes"), Tower Revenue Notes, Series 2015-1 and 2015-2 ("May 2015 Tower Revenue Notes") and Tower Revenue Notes, Series 2018-1 and 2018-2 ("July 2018 Tower Revenue Notes") are collectively referred to herein as "Tower Revenue Notes."
|
(c)
|
If the respective series of Tower Revenue Notes are not paid in full on or prior to an applicable anticipated repayment date, then Excess Cash Flow (as defined in the indenture) of the issuers of such notes will be used to repay principal of the applicable series and class of the Tower Revenue Notes, and additional interest (of an additional approximately
5%
per annum) will accrue on the respective Tower Revenue Notes. As of December 31, 2018, 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.
|
(d)
|
The Secured Notes, Series 2009-1, Class A-1 and Secured Notes, Series 2009-1, Class A-2 are collectively referred to herein as "2009 Securitized Notes."
|
(e)
|
The Company's capital leases and other obligations relate to land, fiber, vehicles, and other assets and bear interest rates ranging up to
10%
and mature in periods ranging from less than
one year
to approximately
30 years
.
|
(f)
|
As of
December 31, 2018
, the undrawn availability under the 2016 Revolver was
$3.2 billion
. See note
18
.
|
(g)
|
The 2016 Revolver and senior unsecured term loan A facility ("2016 Term Loan A") bear interest at a rate per annum equal to LIBOR plus a credit spread ranging from
1.000%
to
1.750%
, based on the Company's senior unsecured debt rating. The Company pays a commitment fee ranging from
0.125%
to
0.350%
, based on the Company's senior unsecured debt rating, per annum on the undrawn available amount under the 2016 Revolver.
|
|
Years Ending December 31,
|
|
|
|
|
||||||||||||||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total Cash Obligations
|
|
Unamortized Adjustments, Net
|
|
Total Debt and Other Obligations Outstanding
|
||||||||||||||||||
Scheduled contractual maturities
|
$
|
107
|
|
|
$
|
142
|
|
|
$
|
1,702
|
|
|
$
|
1,087
|
|
|
$
|
6,363
|
|
|
$
|
7,390
|
|
|
$
|
16,791
|
|
|
$
|
(109
|
)
|
|
$
|
16,682
|
|
|
Year Ending December 31, 2018
|
||||||||||
|
Principal Amount
|
|
Cash Paid
(a)
|
|
Gains (losses)
(b)
|
||||||
Tower Revenue Notes, Series 2010-3
|
$
|
1,250
|
|
|
$
|
1,318
|
|
|
$
|
(71
|
)
|
2016 Term Loan A
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Tower Revenues Notes, Series 2010-6
|
1,000
|
|
|
1,028
|
|
|
(32
|
)
|
|||
Total
|
$
|
2,250
|
|
|
$
|
2,346
|
|
|
$
|
(106
|
)
|
(a)
|
Exclusive of accrued interest.
|
(b)
|
Inclusive of the write off of the respective deferred financing costs.
|
|
Year Ending December 31, 2017
|
||||||||||
|
Principal Amount
|
|
Cash Paid
|
|
Gains (losses)
(a)
|
||||||
2016 Term Loan A
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
(a)
|
The losses related to write off of deferred financing costs.
|
|
Year Ending December 31, 2016
|
||||||||||
|
Principal Amount
|
|
Cash Paid
(a)
|
|
Gains (losses)
(b)
|
||||||
Revolving Credit Facility under 2012 Credit Facility
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
Tranche A Term Loans under 2012 Credit Facility
|
629
|
|
|
629
|
|
|
(2
|
)
|
|||
Tranche B Term Loans under 2012 Credit Facility
|
2,247
|
|
|
2,247
|
|
|
(27
|
)
|
|||
Tower Revenue Notes, Series 2010-2
|
350
|
|
|
353
|
|
|
(3
|
)
|
|||
Tower Revenue Notes, Series 2010-5
|
300
|
|
|
307
|
|
|
(8
|
)
|
|||
2.381% Secured Notes
|
500
|
|
|
509
|
|
|
(10
|
)
|
|||
Total
|
$
|
4,026
|
|
|
$
|
4,045
|
|
|
$
|
(52
|
)
|
(a)
|
Exclusive of accrued interest.
|
(b)
|
Inclusive of the write off of the respective deferred financing costs.
|
9.
|
Fair Value Disclosures
|
|
Level in Fair Value Hierarchy
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
1
|
|
$
|
277
|
|
|
$
|
277
|
|
|
$
|
314
|
|
|
$
|
314
|
|
Restricted cash
|
1
|
|
136
|
|
|
136
|
|
|
126
|
|
|
126
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Debt and other obligations
|
2
|
|
$
|
16,682
|
|
|
$
|
16,562
|
|
|
$
|
16,159
|
|
|
$
|
16,644
|
|
10.
|
Income Taxes
|
(a)
|
Inclusive of income (loss) before income taxes from Puerto Rico.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(5
|
)
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
Foreign
|
(7
|
)
|
|
(6
|
)
|
|
(7
|
)
|
|||
State
|
(5
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||
Total current
|
(17
|
)
|
|
(11
|
)
|
|
(8
|
)
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
—
|
|
|
(18
|
)
|
|
(8
|
)
|
|||
Foreign
|
(2
|
)
|
|
3
|
|
|
(1
|
)
|
|||
Total deferred
|
(2
|
)
|
|
(15
|
)
|
|
(9
|
)
|
|||
Total tax benefit (provision)
|
$
|
(19
|
)
|
|
$
|
(26
|
)
|
|
$
|
(17
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Benefit (provision) for income taxes at statutory rate
|
$
|
(145
|
)
|
|
$
|
(165
|
)
|
|
$
|
(131
|
)
|
Tax effect of foreign income (losses)
|
1
|
|
|
—
|
|
|
1
|
|
|||
Tax adjustment related to REIT operations
|
138
|
|
|
159
|
|
|
121
|
|
|||
State tax (provision) benefit, net of federal
|
(4
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||
Foreign tax
|
(9
|
)
|
|
(3
|
)
|
|
(7
|
)
|
|||
Effects of tax law change
(a)
|
—
|
|
|
(15
|
)
|
|
—
|
|
|||
Total
|
$
|
(19
|
)
|
|
$
|
(26
|
)
|
|
$
|
(17
|
)
|
(a)
|
Pursuant to the Tax Cuts and Jobs Act, which was signed into law in December 2017, the Company was required to write down its net federal deferred tax asset in the amount of
$17 million
as a result of the reduction in the federal corporate tax rate offset by a benefit of
$2 million
related to the refund of the Company's alternative minimum tax credit carryforward.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Property and equipment
|
$
|
5
|
|
|
$
|
5
|
|
Deferred site rental receivable
|
7
|
|
|
7
|
|
||
Total deferred income tax liabilities
|
12
|
|
|
12
|
|
||
Deferred income tax assets:
|
|
|
|
||||
Intangible assets
|
4
|
|
|
5
|
|
||
Net operating loss carryforwards
(a)
|
18
|
|
|
21
|
|
||
Deferred ground lease payable
|
2
|
|
|
2
|
|
||
Accrued liabilities
|
5
|
|
|
5
|
|
||
Other
|
3
|
|
|
1
|
|
||
Valuation allowances
|
(1
|
)
|
|
(1
|
)
|
||
Total deferred income tax assets, net
|
31
|
|
|
33
|
|
||
Net deferred income tax asset (liabilities)
|
$
|
19
|
|
|
$
|
21
|
|
(a)
|
Balance results from the Company's foreign NOLs. Due to the Company's REIT status, no federal or state NOLs result in the Company recording a deferred income tax asset. See further discussion surrounding the Company's NOL balances below.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
Classification
|
Gross
|
|
Valuation
Allowance
|
|
Net
|
|
Gross
|
|
Valuation
Allowance
|
|
Net
|
||||||||||||
Federal
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
25
|
|
State
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Foreign
|
(6
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|
(5
|
)
|
||||||
Total
|
$
|
20
|
|
|
$
|
(1
|
)
|
|
$
|
19
|
|
|
$
|
22
|
|
|
$
|
(1
|
)
|
|
$
|
21
|
|
11.
|
Equity
|
Equity Type
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Dividends Per Share
|
|
Aggregate
Payment
Amount
(In millions)
|
|
||||
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)
|
Common Stock
|
|
August 2, 2018
|
|
September 14, 2018
|
|
September 28, 2018
|
|
$
|
1.05
|
|
|
$
|
438
|
|
(a)
|
Common Stock
|
|
October 15, 2018
|
|
December 14, 2018
|
|
December 31, 2018
|
|
$
|
1.125
|
|
|
$
|
467
|
|
(a)
|
6.875% Convertible Preferred Stock
|
|
December 15, 2017
|
|
January 15, 2018
|
|
February 1, 2018
|
|
$
|
17.1875
|
|
|
$
|
28
|
|
|
6.875% Convertible Preferred Stock
|
|
March 19, 2018
|
|
April 15, 2018
|
|
May 1, 2018
|
|
$
|
17.1875
|
|
|
$
|
28
|
|
|
6.875% Convertible Preferred Stock
|
|
June 22, 2018
|
|
July 15, 2018
|
|
August 1, 2018
|
|
$
|
17.1875
|
|
|
$
|
28
|
|
|
6.875% Convertible Preferred Stock
|
|
September 19, 2018
|
|
October 15, 2018
|
|
November 1, 2018
|
|
$
|
17.1875
|
|
|
$
|
28
|
|
|
6.875% Convertible Preferred Stock
|
|
December 11, 2018
|
|
January 15, 2019
|
|
February 1, 2019
|
|
$
|
17.1875
|
|
|
$
|
28
|
|
|
(a)
|
Inclusive of dividends accrued for holders of unvested RSUs, which will be paid when and if the RSUs vest.
|
Equity Type
|
|
Payment Date
|
|
Cash Distribution (per share)
|
|
Ordinary Taxable Dividend (per share)
|
|
Qualified Taxable Dividend (per share)
(a)
|
|
Section 199A Dividend (per share)
|
|
Non-Taxable Distribution (per share)
|
||||||||||
Common Stock
|
|
March 30, 2018
|
|
$
|
1.05
|
|
|
$
|
0.689
|
|
|
$
|
0.005
|
|
|
$
|
0.684
|
|
|
$
|
0.361
|
|
Common Stock
|
|
June 29, 2018
|
|
$
|
1.05
|
|
|
$
|
0.689
|
|
|
$
|
0.005
|
|
|
$
|
0.684
|
|
|
$
|
0.361
|
|
Common Stock
|
|
September 28, 2018
|
|
$
|
1.05
|
|
|
$
|
0.689
|
|
|
$
|
0.005
|
|
|
$
|
0.684
|
|
|
$
|
0.361
|
|
Common Stock
|
|
December 31, 2018
|
|
$
|
1.125
|
|
|
$
|
0.738
|
|
|
$
|
0.005
|
|
|
$
|
0.733
|
|
|
$
|
0.387
|
|
6.875% Convertible Preferred Stock
|
|
February 1, 2018
|
|
$
|
17.1875
|
|
|
$
|
17.1875
|
|
|
$
|
0.1269
|
|
|
$
|
17.0606
|
|
|
$
|
—
|
|
6.875% Convertible Preferred Stock
|
|
May 1, 2018
|
|
$
|
17.1875
|
|
|
$
|
17.1875
|
|
|
$
|
0.1269
|
|
|
$
|
17.0606
|
|
|
$
|
—
|
|
6.875% Convertible Preferred Stock
|
|
August 1, 2018
|
|
$
|
17.1875
|
|
|
$
|
17.1875
|
|
|
$
|
0.1269
|
|
|
$
|
17.0606
|
|
|
$
|
—
|
|
6.875% Convertible Preferred Stock
|
|
November 1, 2018
|
|
$
|
17.1875
|
|
|
$
|
17.1875
|
|
|
$
|
0.1269
|
|
|
$
|
17.0606
|
|
|
$
|
—
|
|
(a)
|
Qualified taxable dividend and section 199A dividend amounts are included in ordinary taxable dividend amounts.
|
12.
|
Stock-based Compensation
|
|
RSUs
|
|
|
(In millions)
|
|
Outstanding at the beginning of year
|
3
|
|
Granted
|
1
|
|
Vested
|
(1
|
)
|
Forfeited
|
—
|
|
Outstanding at end of year
|
3
|
|
|
Years Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Risk-free rate
|
2.4
|
%
|
|
1.5
|
%
|
|
0.9
|
%
|
Expected volatility
|
18
|
%
|
|
18
|
%
|
|
19
|
%
|
Expected dividend rate
|
3.8
|
%
|
|
4.4
|
%
|
|
4.2
|
%
|
Years Ended December 31,
|
|
Total Shares
Vested
|
|
Fair Value on
Vesting Date
|
|||
|
|
(In millions
of shares)
|
|
|
|||
2018
|
|
1.0
|
|
|
$
|
107
|
|
2017
|
|
0.7
|
|
|
67
|
|
|
2016
|
|
0.8
|
|
|
71
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Stock-based compensation expense:
|
|
|
|
|
|
||||||
Site rental costs of operations
|
$
|
17
|
|
|
$
|
15
|
|
|
$
|
14
|
|
Services and other costs of operations
|
8
|
|
|
5
|
|
|
8
|
|
|||
Selling, general and administrative expenses
|
83
|
|
|
76
|
|
|
75
|
|
|||
Total stock-based compensation
|
$
|
108
|
|
|
$
|
96
|
|
|
$
|
97
|
|
13.
|
Commitments and Contingencies
|
14.
|
Operating Leases
|
|
Years Ending December 31,
|
||||||||||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Operating leases
|
$
|
640
|
|
|
$
|
631
|
|
|
$
|
628
|
|
|
$
|
623
|
|
|
$
|
619
|
|
|
$
|
8,054
|
|
|
$
|
11,195
|
|
15.
|
Operating Segments and Concentrations of Credit Risk
|
|
Year Ended December 31, 2018
|
||||||||||||||
|
Towers
|
|
Fiber
|
|
Other
|
|
Consolidated
Total
|
||||||||
Segment site rental revenues
|
$
|
3,116
|
|
|
$
|
1,600
|
|
|
|
|
$
|
4,716
|
|
||
Segment services and other revenues
|
691
|
|
|
16
|
|
|
|
|
707
|
|
|||||
Segment revenues
|
3,807
|
|
|
1,616
|
|
|
|
|
5,423
|
|
|||||
Segment site rental cost of operations
|
848
|
|
|
525
|
|
|
|
|
1,373
|
|
|||||
Segment services and other cost of operations
|
418
|
|
|
11
|
|
|
|
|
429
|
|
|||||
Segment cost of operations
(a)(b)
|
1,266
|
|
|
536
|
|
|
|
|
1,802
|
|
|||||
Segment site rental gross margin
|
2,268
|
|
|
1,075
|
|
|
|
|
3,343
|
|
|||||
Segment services and other gross margin
|
273
|
|
|
5
|
|
|
|
|
278
|
|
|||||
Segment selling, general and administrative expenses
(b)
|
110
|
|
|
179
|
|
|
|
|
289
|
|
|||||
Segment operating profit (loss)
|
2,431
|
|
|
901
|
|
|
|
|
3,332
|
|
|||||
Other selling, general and administrative expenses
(b)
|
|
|
|
|
$
|
191
|
|
|
191
|
|
|||||
Stock-based compensation expense
|
|
|
|
|
108
|
|
|
108
|
|
||||||
Depreciation, amortization and accretion
|
|
|
|
|
1,528
|
|
|
1,528
|
|
||||||
Interest expense and amortization of deferred financing costs
|
|
|
|
|
642
|
|
|
642
|
|
||||||
Other (income) expenses to reconcile to income (loss) before income taxes
(c)
|
|
|
|
|
173
|
|
|
173
|
|
||||||
Income (loss) before income taxes
|
|
|
|
|
|
|
$
|
690
|
|
||||||
Capital expenditures
|
$
|
442
|
|
|
$
|
1,264
|
|
|
$
|
35
|
|
|
$
|
1,741
|
|
Total assets (at year end)
|
$
|
17,667
|
|
|
$
|
14,512
|
|
|
$
|
606
|
|
|
$
|
32,785
|
|
Total goodwill (at year end)
|
$
|
5,127
|
|
|
$
|
4,951
|
|
|
$
|
—
|
|
|
$
|
10,078
|
|
(a)
|
Exclusive of depreciation, amortization and accretion shown separately
|
(b)
|
Segment cost of operations for the year ended
December 31, 2018
excludes (1) stock-based compensation expense of
$25 million
and (2) prepaid lease purchase price adjustments of
$20 million
For the year ended
December 31, 2018
, Segment selling, general and administrative expenses exclude stock-based compensation expense of
$83 million
.
|
(c)
|
See consolidated statement of operations for further information.
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
Towers
|
|
Fiber
|
|
Other
|
|
Consolidated
Total
|
||||||||
Segment site rental revenues
|
$
|
2,900
|
|
|
$
|
769
|
|
|
|
|
$
|
3,669
|
|
||
Segment services and other revenues
|
637
|
|
|
50
|
|
|
|
|
687
|
|
|||||
Segment revenues
|
3,537
|
|
|
819
|
|
|
|
|
4,356
|
|
|||||
Segment site rental cost of operations
|
845
|
|
|
264
|
|
|
|
|
1,109
|
|
|||||
Segment services and other cost of operations
|
374
|
|
|
41
|
|
|
|
|
415
|
|
|||||
Segment cost of operations
(a)(b)
|
1,219
|
|
|
305
|
|
|
|
|
1,524
|
|
|||||
Segment site rental gross margin
|
2,055
|
|
|
505
|
|
|
|
|
2,560
|
|
|||||
Segment services and other gross margin
|
263
|
|
|
9
|
|
|
|
|
272
|
|
|||||
Segment selling, general and administrative expenses
(b)
|
94
|
|
|
89
|
|
|
|
|
183
|
|
|||||
Segment operating profit (loss)
|
2,224
|
|
|
425
|
|
|
|
|
2,649
|
|
|||||
Other selling, general and administrative expenses
(b)
|
|
|
|
|
$
|
167
|
|
|
167
|
|
|||||
Stock-based compensation expense
|
|
|
|
|
96
|
|
|
96
|
|
||||||
Depreciation, amortization and accretion
|
|
|
|
|
1,242
|
|
|
1,242
|
|
||||||
Interest expense and amortization of deferred financing costs
|
|
|
|
|
591
|
|
|
591
|
|
||||||
Other (income) expenses to reconcile to income (loss) before income taxes
(c)
|
|
|
|
|
82
|
|
|
82
|
|
||||||
Income (loss) before income taxes
|
|
|
|
|
|
|
$
|
471
|
|
||||||
Capital expenditures
|
$
|
418
|
|
|
$
|
782
|
|
|
$
|
28
|
|
|
$
|
1,228
|
|
Total assets (at year end)
|
$
|
17,941
|
|
|
$
|
13,669
|
|
|
$
|
619
|
|
|
$
|
32,229
|
|
Total goodwill (at year end)
|
$
|
5,127
|
|
|
$
|
4,894
|
|
|
$
|
—
|
|
|
$
|
10,021
|
|
(a)
|
Exclusive of depreciation, amortization and accretion shown separately
|
(b)
|
Segment cost of operations for the year ended
December 31, 2017
excludes (1) stock-based compensation expense of
$20 million
and (2) prepaid lease purchase price adjustments of
$20 million
. For the year ended
December 31, 2017
. Segment selling, general and administrative expenses exclude stock-based compensation expense of
$76 million
.
|
(c)
|
See consolidated statement of operations for further information.
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
Towers
|
|
Fiber
|
|
Other
|
|
Consolidated
Total
|
||||||||
Segment site rental revenues
|
$
|
2,831
|
|
|
$
|
402
|
|
|
|
|
$
|
3,233
|
|
||
Segment services and other revenues
|
604
|
|
|
84
|
|
|
|
|
688
|
|
|||||
Segment revenues
|
3,435
|
|
|
486
|
|
|
|
|
3,921
|
|
|||||
Segment site rental cost of operations
|
840
|
|
|
147
|
|
|
|
|
987
|
|
|||||
Segment services and other cost of operations
|
345
|
|
|
65
|
|
|
|
|
410
|
|
|||||
Segment cost of operations
(a)(b)
|
1,185
|
|
|
212
|
|
|
|
|
1,397
|
|
|||||
Segment site rental gross margin
|
1,991
|
|
|
255
|
|
|
|
|
2,246
|
|
|||||
Segment services and other gross margin
|
259
|
|
|
19
|
|
|
|
|
278
|
|
|||||
Segment selling, general and administrative expenses
(b)
|
93
|
|
|
60
|
|
|
|
|
153
|
|
|||||
Segment operating profit (loss)
|
2,157
|
|
|
214
|
|
|
|
|
2,371
|
|
|||||
Other selling, general and administrative expenses
(b)
|
|
|
|
|
$
|
143
|
|
|
143
|
|
|||||
Stock-based compensation expense
|
|
|
|
|
97
|
|
|
97
|
|
||||||
Depreciation, amortization and accretion
|
|
|
|
|
1,109
|
|
|
1,109
|
|
||||||
Interest expense and amortization of deferred financing costs
|
|
|
|
|
515
|
|
|
515
|
|
||||||
Other (income) expenses to reconcile to income (loss) before income taxes
(c)
|
|
|
|
|
133
|
|
|
133
|
|
||||||
Income (loss) before income taxes
|
|
|
|
|
|
|
$
|
374
|
|
||||||
Capital expenditures
|
$
|
430
|
|
|
$
|
409
|
|
|
$
|
35
|
|
|
$
|
874
|
|
Total assets (at year end)
|
$
|
18,395
|
|
|
$
|
3,441
|
|
|
$
|
839
|
|
|
$
|
22,675
|
|
Total goodwill (at year end)
|
$
|
5,115
|
|
|
$
|
643
|
|
|
$
|
—
|
|
|
$
|
5,758
|
|
(a)
|
Exclusive of depreciation, amortization and accretion shown separately
|
(b)
|
Segment cost of operations for the year ended
December 31, 2016
excludes (1) stock-based compensation expense of
$22 million
and (2) prepaid lease purchase price adjustments of
$22 million
. For the year ended
December 31, 2016
, Segment selling, general and administrative expenses exclude stock-based compensation expense of
$75 million
for the year ended .
|
(c)
|
See consolidated statement of operations for further information.
|
|
Years Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
AT&T
|
20
|
%
|
|
25
|
%
|
|
27
|
%
|
T-Mobile
|
20
|
%
|
|
22
|
%
|
|
23
|
%
|
Verizon Wireless
|
20
|
%
|
|
22
|
%
|
|
22
|
%
|
Sprint
|
15
|
%
|
|
17
|
%
|
|
16
|
%
|
Total
|
75
|
%
|
|
86
|
%
|
|
88
|
%
|
16.
|
Supplemental Cash Flow Information
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
619
|
|
|
$
|
547
|
|
|
$
|
471
|
|
Income taxes paid
|
17
|
|
|
16
|
|
|
14
|
|
|||
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Increase in accounts payable for purchases of property and equipment
|
29
|
|
|
2
|
|
|
18
|
|
|||
Purchase of property and equipment under capital leases and installment land purchases
|
40
|
|
|
32
|
|
|
52
|
|
|||
Increase in preferred stock dividends accrued but not paid (see note 11)
|
—
|
|
|
28
|
|
|
—
|
|
|
As of December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash and cash equivalents
|
$
|
277
|
|
|
$
|
314
|
|
|
$
|
568
|
|
Restricted cash, current
|
131
|
|
|
121
|
|
|
125
|
|
|||
Restricted cash reported within long-term prepaid rent and other assets, net
|
5
|
|
|
5
|
|
|
5
|
|
|||
Cash, cash equivalents and restricted cash
|
$
|
413
|
|
|
$
|
440
|
|
|
$
|
698
|
|
17.
|
Quarterly Financial Information (Unaudited)
|
|
Three Months Ended
(a)
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2018:
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
1,299
|
|
|
$
|
1,330
|
|
|
$
|
1,375
|
|
|
$
|
1,419
|
|
Operating income (loss)
|
349
|
|
|
345
|
|
|
359
|
|
|
379
|
|
||||
Gains (losses) on retirement of long-term obligations
|
(71
|
)
|
|
(3
|
)
|
|
(32
|
)
|
|
—
|
|
||||
Benefit (provision) for income taxes
|
(4
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|
(5
|
)
|
||||
Net income (loss) attributable to CCIC stockholders
|
86
|
|
|
152
|
|
|
136
|
|
|
185
|
|
||||
Net income (loss) attributable to CCIC common stockholders, per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.21
|
|
|
$
|
0.37
|
|
|
$
|
0.33
|
|
|
$
|
0.45
|
|
Diluted
|
$
|
0.21
|
|
|
$
|
0.36
|
|
|
$
|
0.33
|
|
|
$
|
0.44
|
|
|
Three Months Ended
(a)
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2017:
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
1,016
|
|
|
$
|
1,038
|
|
|
$
|
1,063
|
|
|
$
|
1,238
|
|
Operating income (loss)
|
257
|
|
|
259
|
|
|
261
|
|
|
267
|
|
||||
Gains (losses) on retirement of long-term obligations
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefit (provision) for income taxes
|
(4
|
)
|
|
(5
|
)
|
|
(2
|
)
|
|
(15
|
)
|
||||
Net income (loss) attributable to CCIC stockholders
|
119
|
|
|
112
|
|
|
115
|
|
|
98
|
|
||||
Net income (loss) attributable to CCIC common stockholders, per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.33
|
|
|
$
|
0.31
|
|
|
$
|
0.22
|
|
|
$
|
0.17
|
|
Diluted
|
$
|
0.33
|
|
|
$
|
0.31
|
|
|
$
|
0.21
|
|
|
$
|
0.17
|
|
(a)
|
The sum of quarterly information may not agree to year to date information due to rounding.
|
18.
|
Subsequent Events
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the Company's assets that could have a material effect on the financial statements.
|
Plan category
(a)
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance
|
|
||||
|
(In shares)
|
|
(In dollars
per share)
|
|
(In shares)
|
|
||||
Equity compensation plans approved by security holders
|
—
|
|
|
$
|
—
|
|
|
10,239,481
|
|
(b)
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
—
|
|
|
$
|
—
|
|
|
10,239,481
|
|
|
(a)
|
See note
12
to the consolidated financial statements for more detailed information regarding the registrant's equity compensation plan.
|
(b)
|
Of these shares remaining available for future issuance,
3 million
may be issued pursuant to outstanding RSUs granted under the LTI Plan.
|
The list of financial statements filed as part of this report is submitted as a separate section, the index to which is located on page
44
.
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File Number
|
|
Date of Filing
|
|
Exhibit Number
|
1.1
|
|
|
8-K
|
|
001-16441
|
|
April 6, 2018
|
|
1.1
|
|
2.1
|
|
|
8-K
|
|
001-16441
|
|
September 23, 2014
|
|
2.1
|
|
2.2
|
|
|
8-K
|
|
001-16441
|
|
July 19, 2017
|
|
2.1
|
|
3.1
|
|
|
8-K
|
|
001-16441
|
|
July 26, 2017
|
|
3.1
|
|
3.2
|
|
|
8-K
|
|
001-16441
|
|
July 26, 2017
|
|
3.2
|
|
3.3*
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4.1
|
|
|
8-K
|
|
001-16441
|
|
December 16, 2014
|
|
4.2
|
|
4.2
|
|
|
8-K
|
|
001-16441
|
|
July 26, 2017
|
|
3.2
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File Number
|
|
Date of Filing
|
|
Exhibit Number
|
4.3
|
|
|
8-K
|
|
001-16441
|
|
June 9, 2005
|
|
4.1
|
|
4.5
|
|
|
8-K
|
|
001-16441
|
|
July 1, 2014
|
|
4.1
|
|
4.6
|
|
|
|
8-K
|
|
001-16441
|
|
May 21, 2015
|
|
4.1
|
4.7
|
|
|
8-K
|
|
001-16441
|
|
May 21, 2015
|
|
4.2
|
|
4.8
|
|
|
8-K
|
|
001-16441
|
|
July 16, 2018
|
|
4.1
|
|
4.9
|
|
|
8-K
|
|
001-16441
|
|
July 16, 2018
|
|
4.2
|
|
4.10
|
|
|
8-K
|
|
001-16441
|
|
July 16, 2018
|
|
4.3
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File Number
|
|
Date of Filing
|
|
Exhibit Number
|
4.11
|
|
|
8-K
|
|
001-16441
|
|
August 4, 2009
|
|
4.1
|
|
4.12
|
|
|
8-K
|
|
001-16441
|
|
August 4, 2009
|
|
4.2
|
|
4.13
|
|
|
8-K
|
|
001-16441
|
|
October 16, 2012
|
|
4.1
|
|
4.14
|
|
|
|
8-K
|
|
001-16441
|
|
December 16, 2014
|
|
4.4
|
4.15
|
|
|
8-K
|
|
001-16441
|
|
December 28, 2012
|
|
4.1
|
|
4.16
|
|
|
8-K
|
|
001-16441
|
|
April 15, 2014
|
|
4.1
|
|
4.17
|
|
|
|
8-K
|
|
001-16441
|
|
April 15, 2014
|
|
4.2
|
4.18
|
|
|
8-K
|
|
001-16441
|
|
December 16, 2014
|
|
4.5
|
|
4.19
|
|
|
8-K
|
|
001-16441
|
|
December 16, 2014
|
|
4.6
|
|
4.20
|
|
|
|
8-K
|
|
001-16441
|
|
February 8, 2016
|
|
4.1
|
4.21
|
|
|
8-K
|
|
001-16441
|
|
May 6, 2016
|
|
4.1
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File Number
|
|
Date of Filing
|
|
Exhibit Number
|
4.22
|
|
|
8-K
|
|
001-16441
|
|
September 1, 2016
|
|
4.1
|
|
4.23
|
|
|
8-K
|
|
001-16441
|
|
February 2, 2017
|
|
4.1
|
|
4.24
|
|
|
8-K
|
|
001-16441
|
|
May 1, 2017
|
|
4.1
|
|
4.25
|
|
|
|
8-K
|
|
001-16441
|
|
August 1, 2017
|
|
4.1
|
4.26
|
|
|
8-K
|
|
001-16441
|
|
January 17, 2018
|
|
4.1
|
|
4.27
|
|
|
8-K
|
|
001-16441
|
|
February 11, 2019
|
|
4.1
|
|
4.28
|
|
|
8-K
|
|
001-16441
|
|
February 11, 2019
|
|
4.2
|
|
10.1
†
|
|
|
8-K
|
|
001-16441
|
|
February 24, 2016
|
|
10.3
|
|
10.2
†
|
|
|
8-K
|
|
001-16441
|
|
February 24, 2016
|
|
10.4
|
|
10.3
†
|
|
|
8-K
|
|
001-16441
|
|
July 15, 2008
|
|
10.1
|
|
10.4
†
|
|
|
8-K
|
|
001-16441
|
|
March 2, 2005
|
|
10.4
|
|
10.5
†
|
|
|
8-K
|
|
001-16441
|
|
December 7, 2007
|
|
10.2
|
|
10.6
†
|
|
|
8-K
|
|
001-16441
|
|
April 8, 2009
|
|
10.2
|
|
10.7
†
|
|
|
8-K
|
|
001-16441
|
|
February 24, 2016
|
|
10.5
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File Number
|
|
Date of Filing
|
|
Exhibit Number
|
10.8
†
|
|
|
10-K
|
|
001-16441
|
|
February 22, 2016
|
|
10.47
|
|
10.9
†
|
|
|
DEF 14A
|
|
001-16441
|
|
April 8, 2013
|
|
App. A
|
|
10.10
†
|
|
|
10-Q
|
|
001-16441
|
|
August 4, 2016
|
|
10.1
|
|
10.11
†
|
|
|
8-K
|
|
001-16441
|
|
February 26, 2014
|
|
10.2
|
|
10.12
†
|
|
|
8-K
|
|
001-16441
|
|
February 24, 2016
|
|
10.2
|
|
10.13
†
|
|
|
10-Q
|
|
001-16441
|
|
August 7, 2017
|
|
10.1
|
|
10.14
†
|
|
|
8-K
|
|
001-16441
|
|
February 27, 2018
|
|
10.2
|
|
10.15
†
|
|
|
10-Q
|
|
001-16441
|
|
August 6, 2018
|
|
10.2
|
|
10.16
†
|
|
|
8-K
|
|
001-16441
|
|
February 27, 2018
|
|
10.1
|
|
10.17
†
|
|
|
8-K
|
|
001-16441
|
|
February 27, 2018
|
|
10.3
|
|
10.18
|
|
|
8-K
|
|
000-24737
|
|
December 10, 1998
|
|
99.3
|
|
10.19
|
|
|
8-K
|
|
000-24737
|
|
April 12, 1999
|
|
2.2
|
|
10.20
|
|
|
10-K
|
|
001-16441
|
|
March 10, 2004
|
|
2.3
|
|
10.21
|
|
|
8-K
|
|
000-24737
|
|
April 12, 1999
|
|
99.6
|
|
10.22
|
|
|
8-K
|
|
000-24737
|
|
April 12, 1999
|
|
99.1
|
|
10.23
|
|
|
10-K
|
|
001-16441
|
|
March 10, 2004
|
|
2.5
|
|
10.24
|
|
|
8-K
|
|
000-24737
|
|
June 9, 1999
|
|
99.1
|
|
10.25
|
|
|
8-K
|
|
000-24737
|
|
June 9, 1999
|
|
99.3
|
|
10.26
|
|
|
10-K
|
|
000-24737
|
|
March 30, 2000
|
|
2.7
|
|
10.27
|
|
|
10-K
|
|
000-24737
|
|
March 30, 2000
|
|
2.8
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File Number
|
|
Date of Filing
|
|
Exhibit Number
|
10.28
|
|
|
8-K
|
|
000-24737
|
|
November 12, 1999
|
|
99.2
|
|
10.29
|
|
|
10-K
|
|
000-24737
|
|
March 30, 2000
|
|
2.11
|
|
10.30
|
|
|
8-K
|
|
001-16441
|
|
June 9, 2005
|
|
10.1
|
|
10.31
|
|
|
8-K
|
|
001-16441
|
|
September 29, 2006
|
|
10.2
|
|
10.32
|
|
|
8-K
|
|
001-16441
|
|
December 5, 2006
|
|
10.1
|
|
10.33
|
|
|
8-K
|
|
001-16441
|
|
June 9, 2005
|
|
10.2
|
|
10.34
|
|
|
8-K
|
|
001-16441
|
|
December 5, 2006
|
|
10.2
|
|
10.35
|
|
|
8-K
|
|
001-16441
|
|
June 9, 2005
|
|
10.3
|
|
10.36
|
|
|
8-K
|
|
001-32168
|
|
February 17, 2005
|
|
10.1
|
|
10.37
|
|
|
8-K
|
|
001-32168
|
|
May 27, 2005
|
|
10.1
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File Number
|
|
Date of Filing
|
|
Exhibit Number
|
10.38
|
|
|
8-K
|
|
001-32168
|
|
May 27, 2005
|
|
10.2
|
|
10.39
|
|
|
8-K
|
|
001-32168
|
|
May 27, 2005
|
|
10.3
|
|
10.40
|
|
|
8-K
|
|
001-32168
|
|
May 27, 2005
|
|
10.4
|
|
10.41
|
|
|
8-K
|
|
001-32168
|
|
May 27, 2005
|
|
10.5
|
|
10.42
|
|
|
8-K
|
|
001-32168
|
|
May 27, 2005
|
|
10.6
|
|
10.43
|
|
|
8-K
|
|
001-16441
|
|
August 4, 2009
|
|
10.1
|
|
10.44
|
|
|
8-K
|
|
001-16441
|
|
August 4, 2009
|
|
10.2
|
|
10.45
|
|
|
8-K
|
|
001-16441
|
|
August 4, 2009
|
|
10.3
|
|
10.46
|
|
|
8-K
|
|
001-16441
|
|
October 2, 2012
|
|
10.1
|
|
10.47
|
|
|
|
8-K
|
|
001-16441
|
|
December 28, 2012
|
|
10.1
|
10.48
|
|
|
10-K
|
|
001-16441
|
|
February 12, 2013
|
|
10.40
|
|
10.49
|
|
|
10-K
|
|
001-16441
|
|
February 12, 2013
|
|
10.41
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File Number
|
|
Date of Filing
|
|
Exhibit Number
|
10.50
|
|
|
10-K
|
|
001-16441
|
|
February 12, 2013
|
|
10.42
|
|
10.51
|
|
|
10-K
|
|
001-16441
|
|
February 12, 2013
|
|
10.43
|
|
10.52
|
|
|
8-K
|
|
001-16441
|
|
October 21, 2013
|
|
10.1
|
|
10.53
|
|
|
10-K
|
|
001-16441
|
|
February 24, 2014
|
|
10.49
|
|
10.54
|
|
|
10-K
|
|
001-16441
|
|
February 24, 2014
|
|
10.50
|
|
10.55
|
|
|
10-K
|
|
001-16441
|
|
February 24, 2014
|
|
10.51
|
|
10.56
|
|
|
10-K
|
|
001-16441
|
|
February 24, 2014
|
|
10.52
|
|
10.57
|
|
|
10-Q
|
|
001-16441
|
|
May 8, 2015
|
|
10.5
|
|
10.58
|
|
|
10-Q
|
|
001-16441
|
|
August 7, 2015
|
|
10.2
|
|
10.59
|
|
|
8-K
|
|
001-16441
|
|
January 22, 2016
|
|
10.1
|
|
10.60
|
|
|
|
8-K
|
|
001-16441
|
|
February 13, 2017
|
|
10.1
|
10.61
|
|
|
8-K
|
|
001-16441
|
|
August 29, 2017
|
|
10.1
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File Number
|
|
Date of Filing
|
|
Exhibit Number
|
10.62
|
|
|
8-K
|
|
001-16441
|
|
June 14, 2018
|
|
10.1
|
|
21*
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
23*
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
24*
|
|
Power of Attorney (included on signature page of this annual report)
|
|
—
|
|
—
|
|
—
|
|
—
|
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
|
|
—
|
|
—
|
|
—
|
|
—
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
—
|
|
—
|
|
—
|
|
—
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
—
|
|
—
|
|
—
|
|
—
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
Additions
|
|
Deductions
|
|
|
|
|
|
|
||||||||||||||||
|
Balance at
Beginning
of Year
|
|
Charged to
Operations
|
|
Credited to
Operations
|
|
Written Off
|
|
Effect of
Exchange Rate
Changes
|
|
Other Adjustments
|
|
Balance at
End of
Year
|
||||||||||||||
Allowance for Doubtful Accounts Receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
2018
|
$
|
14
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
2017
|
$
|
11
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
4
|
|
(a)
|
$
|
14
|
|
2016
|
$
|
10
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
(a)
|
Represents the allowance for doubtful accounts reflected in the
preliminary purchase price allocations for
the 2017 Acquisitions. See note
3
.
|
|
|
|
Additions
|
|
Deductions
|
|
|
|
|
||||||||||||||||||
|
Balance at
Beginning
of Year
|
|
Charged
to
Operations
|
|
Charged to
Additional
Paid-in Capital
and Other
Comprehensive
Income
|
|
Credited to
Operations
|
|
Credited to
Additional
Paid-in Capital
and Other
Comprehensive
Income
|
|
Other
Adjustments
(a)
|
|
Balance at
End of
Year
|
||||||||||||||
Deferred Tax Valuation Allowance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
2018
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
2017
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
2016
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
7
|
|
(a)
|
Inclusive of (1) the effects of acquisitions and (2) the inclusion of small cells in the REIT in January 2016.
|
Description
|
Encumbrances
|
|
Initial Cost to Company
|
Cost Capitalized Subsequent to Acquisition
|
Gross Amount Carried at Close of Current Period
|
|
Accumulated Depreciation at Close of Current Period
|
Date of Construction
|
Date Acquired
|
Life on Which Depreciation in Latest Income Statement is Computed
|
||||||
Communications infrastructure
(1)
|
$
|
3,311
|
|
(2)
|
(3)
|
(3)
|
$
|
21,866
|
|
|
$
|
(8,341
|
)
|
Various
|
Various
|
Up to 20 years
|
(1)
|
Includes approximately
40,000
towers and
65,000
route miles of fiber. No single asset exceeds 5% of the aggregate gross amounts at which the assets were carried at the close of the period set forth in the table above.
|
(2)
|
Encumbrances are reported at face value, without contemplating the effect of deferred financing costs, discounts or premiums. Certain of the Company's debt is secured by (1) a security interest in substantially all of the applicable issuers' assignable personal property, (2) a pledge of the equity interests in each applicable issuer and (3) a security interest in the applicable issuers' leases with tenants to lease tower space (space licenses).
|
(3)
|
The Company has omitted this information, as it would be impracticable to compile such information on an asset-by-asset basis.
|
|
2018
|
|
2017
|
||||
Gross amount at beginning
|
$
|
20,110
|
|
|
$
|
16,121
|
|
Additions during period:
|
|
|
|
||||
Acquisitions through foreclosure
|
—
|
|
|
—
|
|
||
Other acquisitions
(1)(2)
|
5
|
|
|
2,788
|
|
||
Communications infrastructure construction and improvements
|
1,567
|
|
|
1,063
|
|
||
Purchase of land interests
|
56
|
|
|
81
|
|
||
Sustaining capital expenditures
|
85
|
|
|
56
|
|
||
Other
(3)
|
64
|
|
|
46
|
|
||
Total additions
|
1,777
|
|
|
4,034
|
|
||
Deductions during period:
|
|
|
|
||||
Cost of real estate sold or disposed
|
(21
|
)
|
|
(45
|
)
|
||
Other
|
—
|
|
|
—
|
|
||
Total deductions:
|
(21
|
)
|
|
(45
|
)
|
||
Balance at end
|
$
|
21,866
|
|
|
$
|
20,110
|
|
(1)
|
Inclusive of changes between the final purchase price allocation and the preliminary purchase price allocations.
|
(2)
|
Includes acquisitions of communications infrastructure.
|
(3)
|
Predominately relates to the purchase of property and equipment under capital leases and installment land purchases.
|
|
2018
|
|
2017
|
||||
Gross amount of accumulated depreciation at beginning
|
$
|
(7,303
|
)
|
|
$
|
(6,446
|
)
|
Additions during period:
|
|
|
|
||||
Depreciation
|
(1,057
|
)
|
|
(890
|
)
|
||
Total additions
|
(1,057
|
)
|
|
(890
|
)
|
||
Deductions during period:
|
|
|
|
||||
Amount for assets sold or disposed
|
18
|
|
|
26
|
|
||
Other
|
1
|
|
|
7
|
|
||
Total deductions
|
19
|
|
|
33
|
|
||
Balance at end
|
$
|
(8,341
|
)
|
|
$
|
(7,303
|
)
|
|
|
|
C
ROWN
C
ASTLE
I
NTERNATIONAL
C
ORP
.
|
||
|
|
|
By:
|
|
/s/ D
ANIEL
K
.
S
CHLANGER
|
|
|
Daniel K. Schlanger
Senior Vice President and Chief Financial Officer
|
Name
|
|
Title
|
|
|
|
/s/ J
AY
A
.
B
ROWN
|
|
President, Chief Executive Officer and Director
|
Jay A. Brown
|
|
(Principal Executive Officer)
|
|
|
|
/s/ D
ANIEL
K. S
CHLANGER
|
|
Senior Vice President and Chief Financial Officer
|
Daniel K. Schlanger
|
|
(Principal Financial Officer)
|
|
|
|
/s/ R
OBERT
S. C
OLLINS
|
|
Vice President and Controller
|
Robert S. Collins
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ J. L
ANDIS
M
ARTIN
|
|
Chairman of the Board of Directors
|
J. Landis Martin
|
|
|
|
|
|
/s/ P. R
OBERT
B
ARTOLO
|
|
Director
|
P. Robert Bartolo
|
|
|
/s/ C
INDY
C
HRISTY
|
|
Director
|
Cindy Christy
|
|
|
|
|
|
/s/ A
RI
Q
.
F
ITZGERALD
|
|
Director
|
Ari Q. Fitzgerald
|
|
|
|
|
|
/s/ R
OBERT
E
.
G
ARRISON
II
|
|
Director
|
Robert E. Garrison II
|
|
|
|
|
|
/s/ A
NDREA
J.
G
OLDSMITH
|
|
Director
|
Andrea J. Goldsmith
|
|
|
|
|
|
/s/ L
EE
W
.
H
OGAN
|
|
Director
|
Lee W. Hogan
|
|
|
|
|
|
/s/
E
DWARD
C.
H
UTCHESON,
J
R.
|
|
Director
|
Edward C. Hutcheson, Jr.
|
|
|
|
|
|
/s/ R
OBERT
F
.
M
CKENZIE
|
|
Director
|
Robert F. McKenzie
|
|
|
|
|
|
/s/
A
NTHONY
J. M
ELONE
|
|
Director
|
Anthony J. Melone
|
|
|
|
|
|
/s/
W. B
ENJAMIN
M
ORELAND
|
|
Director
|
W. Benjamin Moreland
|
|
|
Subsidiary
|
|
Jurisdiction of
Incorporation
|
CC Holdings GS V LLC
|
|
Delaware
|
CC Towers Guarantor LLC
|
|
Delaware
|
CC Towers Holding LLC
|
|
Delaware
|
CCATT LLC
|
|
Delaware
|
CCATT Holdings LLC
|
|
Delaware
|
CCGS Holdings Corp.
|
|
Delaware
|
CCTM1 LLC
|
|
Delaware
|
CCTM Holdings LLC
|
|
Delaware
|
CCTMO LLC
|
|
Delaware
|
Crown Atlantic Company LLC
|
|
Delaware
|
Crown Castle Atlantic LLC
|
|
Delaware
|
Crown Castle CA Corp.
|
|
Delaware
|
Crown Castle Fiber Holdings Corp.
|
|
Delaware
|
Crown Castle Fiber LLC
|
|
Delaware
|
Crown Castle GT Company LLC
|
|
Delaware
|
Crown Castle GT Corp.
|
|
Delaware
|
Crown Castle GT Holding Sub LLC
|
|
Delaware
|
Crown Castle Investment II Corp.
|
|
Delaware
|
Crown Castle NG East LLC
|
|
Delaware
|
Crown Castle NG Networks LLC
|
|
Delaware
|
Crown Castle NG West LLC
|
|
Delaware
|
Crown Castle Operating Company
|
|
Delaware
|
Crown Castle Solutions LLC
|
|
Delaware
|
Crown Castle South LLC
|
|
Delaware
|
Crown Castle Towers 06-2 LLC
|
|
Delaware
|
Crown Castle Towers 09 LLC
|
|
Delaware
|
Crown Castle Towers LLC
|
|
Delaware
|
Crown Castle USA Inc.
|
|
Pennsylvania
|
Crown Communication LLC
|
|
Delaware
|
Global Signal Acquisitions LLC
|
|
Delaware
|
Global Signal Acquisitions II LLC
|
|
Delaware
|
Global Signal Acquisitions IV LLC
|
|
Delaware
|
Global Signal GP LLC
|
|
Delaware
|
Global Signal Holdings III LLC
|
|
Delaware
|
Global Signal Operating Partnership, L.P.
|
|
Delaware
|
Pinnacle Towers Acquisition LLC
|
|
Delaware
|
Pinnacle Towers Acquisition Holdings LLC
|
|
Delaware
|
Pinnacle Towers LLC
|
|
Delaware
|
(a)
|
Reflects certain subsidiary consolidations that occurred on January 1, 2019.
|
1.
|
I have reviewed this annual report on Form 10-K of Crown Castle International Corp. (“registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Jay A. Brown
|
Jay A. Brown
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Crown Castle International Corp. (“registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Daniel K. Schlanger
|
Daniel K. Schlanger
Senior Vice President and Chief Financial Officer
|
1)
|
the Report complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of
December 31, 2018
(the last date of the period covered by the Report).
|
/s/ Jay A. Brown
|
Jay A. Brown
|
President and Chief Executive Officer
|
February 25, 2019
|
/s/ Daniel K. Schlanger
|
Daniel K. Schlanger
|
Senior Vice President and Chief Financial Officer
|
February 25, 2019
|