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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Crown Castle Inc | NYSE:CCI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
1.10 | 1.12% | 98.97 | 99.15 | 98.09 | 98.61 | 335,697 | 16:16:23 |
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
76-0470458
|
(State or other jurisdiction
of incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
1220 Augusta Drive, Suite 600, Houston Texas 77057-2261
|
||
(Address of principal executive offices) (Zip Code)
|
Securities Registered Pursuant to
Section 12(b) of the Act
|
|
Name of Each Exchange
on Which Registered
|
Common Stock, $.01 par value
|
|
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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•
|
We owned, leased or managed approximately
40,000
towers and
26,500
route miles of fiber (after giving effect to the FiberNet Acquisition, as defined in "
Item 1. Business—
2016
Industry Highlights and Company Developments—FiberNet Acquisition"
) in the U.S.
|
•
|
During the first quarter of 2016, we changed our operating segments to consist of towers and small cells. Our towers operating segment and small cells operating segment accounted for
88%
and
12%
of our 2016 site rental revenues, respectively. See
"Item 7. MD&A—Change in Operating Segments"
and note
16
to our consolidated financial statements.
|
•
|
Approximately
56%
and
71%
of our towers were located in the 50 and 100 largest U.S. basic trading areas ("BTAs"), respectively. Our towers had a significant presence in each of the top 100 BTAs.
|
•
|
Our small cells were (1) typically located outdoors and (2) often attached to public right-of-way infrastructure, including utility poles or street lights. Additionally, the majority of our fiber assets were located in major metropolitan areas.
|
•
|
We owned, including fee interests and perpetual easements, land and other property interests (collectively, "land") on which approximately one-third of our towers site rental gross margin is derived, and we leased, subleased, managed or licensed (collectively, "leased") the land interests on which approximately two-thirds of our towers site rental gross margin is derived.
|
•
|
The leases for the land interests under our towers had an average remaining life in excess of
30
years (including renewal terms at our option), weighted based on towers site rental gross margin.
|
•
|
We operated as a REIT for U.S. federal income tax purposes. See
"Item 1. Business—
2016
Industry Highlights and Company Developments—REIT Status"
and note 11 to our consolidated financial statements.
|
•
|
Our customers include AT&T, T-Mobile, Verizon Wireless and Sprint, which collectively accounted for
90%
of our
2016
site rental revenues.
|
•
|
Site rental revenues represented
82%
of our
2016
consolidated net revenues and site rental gross margin represented
89%
of our
2016
consolidated gross margin.
|
•
|
The vast majority of our site rental revenues are of a recurring nature, and typically in excess of 90% have been contracted for in a prior year.
|
•
|
Our site rental revenues typically result from long-term leases with (1) initial terms of five to 15 years, (2) multiple renewal periods at the option of the tenant of five to ten years each, (3) limited termination rights for our tenants, and (4) contractual escalations of the rental price.
|
•
|
Exclusive of renewals at the tenants' option, our tenant leases have a weighted-average remaining life of approximately
six
years and represent
$19 billion
of expected future cash inflows.
|
•
|
Grow cash flows from our wireless infrastructure.
We seek to maximize our site rental cash flows by working with our customers to provide them quick access to our wireless infrastructure and entering into associated long-term leases. Tenant additions or modifications of existing tenant equipment (collectively, "tenant additions") enable our customers to expand coverage and capacity in order to meet increasing demand for wireless connectivity, while generating high incremental returns for our business. We believe our product offerings of towers and small cells provide a comprehensive solution to our customers' growing connectivity needs through our shared wireless infrastructure model, which is an efficient and cost effective way to serve our customers. We also believe that there will be considerable future demand for our wireless infrastructure based on the location of our wireless infrastructure and the rapid growth in wireless connectivity, which will lead to future growth in the wireless industry.
|
•
|
Return cash provided by operating activities to stockholders in the form of dividends
. We believe that distributing a meaningful portion of our cash provided by operating activities appropriately provides stockholders with increased certainty for a portion of expected long-term stockholder value while still retaining sufficient flexibility to invest in our business and deliver growth. We believe this decision reflects the translation of the high-quality, long-term contractual cash flows of our business into stable capital returns to stockholders.
|
•
|
Invest capital efficiently to grow cash flows and long-term dividends per share.
We seek to invest our available capital, including the net cash provided by our operating activities and external financing sources, in a manner that will increase long-term stockholder value on a risk-adjusted basis. Our historical investments have included the following (in no particular order):
|
◦
|
purchases of shares of our common stock from time to time;
|
◦
|
acquisitions or construction of wireless infrastructure;
|
◦
|
acquisitions of land interests under towers;
|
◦
|
improvements and structural enhancements to our existing wireless infrastructure; or
|
◦
|
purchases, repayments or redemptions of our debt.
|
•
|
Consumers' growing wireless 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 customer 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 (such as FirstNet); and
|
•
|
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).
|
•
|
consumer demand for wireless connectivity;
|
•
|
availability or capacity of our wireless infrastructure or associated land interests;
|
•
|
location of our wireless infrastructure;
|
•
|
financial condition of our customers, including their profitability and availability or cost of capital;
|
•
|
willingness of our customers to maintain or increase their network investment or changes in their capital allocation strategy;
|
•
|
availability and cost of spectrum for commercial use;
|
•
|
increased use of network sharing, roaming, joint development, or resale agreements by our customers;
|
•
|
mergers or consolidations by and among our customers;
|
•
|
changes in, or success of, our customers' business models;
|
•
|
governmental regulations, including local or state restrictions on the proliferation of wireless infrastructure;
|
•
|
cost of constructing wireless infrastructure;
|
•
|
our market competition;
|
•
|
technological changes, including those (1) affecting the number or type of wireless infrastructure needed to provide wireless connectivity to a given geographic area or which may otherwise serve as substitute or alternative to our wireless infrastructure or (2) resulting in the obsolescence or decommissioning of certain existing wireless networks; or
|
•
|
our ability to efficiently satisfy our customers' service requirements.
|
•
|
we may be more vulnerable to general adverse economic or industry conditions;
|
•
|
we may find it more difficult to obtain additional financing to fund discretionary investments or other general corporate requirements or to refinance our existing indebtedness;
|
•
|
we are or will be required to dedicate a substantial portion of our cash flows from operations to the payment of principal or interest on our debt, thereby reducing the available cash flows to fund other projects, including the discretionary investments discussed in "
Item 1. Business
";
|
•
|
we may have limited flexibility in planning for, or reacting to, changes in our business or in the industry;
|
•
|
we may have a competitive disadvantage relative to other companies in our industry with less debt;
|
•
|
we may be adversely impacted by changes in interest rates;
|
•
|
we may be 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 wireless infrastructure development or mergers and acquisitions; or
|
•
|
we could fail to remain qualified for taxation as a REIT as a result of limitations on our ability to declare and pay dividends to stockholders as a result of restrictive covenants in our debt instruments.
|
•
|
disrupt our business relationships with our customers, 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;
|
•
|
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 managers or other employees; or
|
•
|
result in the need for additional TRSs that are subject to federal and state corporate income taxes.
|
•
|
Approximately
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 site rental gross margin. We have the option to purchase the leased and subleased towers from AT&T at the end of the respective lease or sublease terms for aggregate option payments of approximately $4.2 billion, which payments, if exercised, would be due between 2032 and 2048.
|
•
|
Approximately
16%
of our towers are leased or subleased or operated and managed for an initial period of 32 years (through May 2037) under master leases, subleases or other agreements with Sprint. We have the option to purchase in 2037 all (but not less than all) of the leased and subleased Sprint towers from Sprint for approximately $2.3 billion.
|
•
|
Approximately
15%
of our towers are leased or subleased or operated and managed under a master prepaid lease or other related agreements with T-Mobile for a weighted-average initial term of approximately 28 years, weighted on site rental gross margin. We have the option to purchase the leased and subleased towers from T-Mobile at the end of the respective lease or sublease terms for aggregate option payments of approximately $2.0 billion, which payments, if exercised, would be due between 2035 and 2049. In addition, through the T-Mobile Acquisition, there are another approximately
1%
of our towers subject to a lease and sublease or other related arrangements with AT&T. We have the option to purchase these towers that we do not otherwise already own at the end of their respective lease terms for aggregate option payments of up to approximately $405 million, which payments, if exercised, would be due between 2018 and 2032 (less than $10 million would be due before 2025).
|
•
|
competition;
|
•
|
the timing, mix and amount of customer network investments;
|
•
|
the rate and volume of customer deployment plans;
|
•
|
unforeseen delays or challenges relating to work performed;
|
•
|
economic weakness or uncertainty;
|
•
|
our market share; or
|
•
|
changes in the size, scope, or volume of work performed.
|
•
|
the authority of the board of directors to issue preferred stock without approval of the holders of our common stock; and
|
•
|
advance notice requirements for director nominations or actions to be taken at annual meetings.
|
•
|
we will not be allowed a deduction for dividends paid to stockholders in computing our taxable income;
|
•
|
we will be subject to federal and state income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates; and
|
•
|
if such failure to qualify occurs after the effective date of our election to be taxed as a REIT for U.S. federal income tax purposes, we would be disqualified from re-electing REIT status for the four taxable years following the year during which we were so disqualified.
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
High
(a)
|
|
Low
(a)
|
||||
2016:
|
|
|
|
||||
First Quarter
|
$
|
88.46
|
|
|
$
|
75.71
|
|
Second Quarter
|
101.44
|
|
|
85.59
|
|
||
Third Quarter
|
102.82
|
|
|
89.82
|
|
||
Fourth Quarter
|
95.84
|
|
|
79.38
|
|
||
2015:
|
|
|
|
||||
First Quarter
|
$
|
89.44
|
|
|
$
|
78.57
|
|
Second Quarter
|
87.46
|
|
|
80.11
|
|
||
Third Quarter
|
86.56
|
|
|
75.78
|
|
||
Fourth Quarter
|
88.18
|
|
|
78.28
|
|
(a)
|
Prices per share reflect the high and low sale prices per share, unadjusted for common stock dividends declared and paid. See notes
12
and
19
to our consolidated financial statements.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
|
|||||
|
|
(In thousands)
|
|
|
|
|
|
|
|||||
October 1 - October 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
November 1 - November 30, 2016
|
|
2
|
|
|
87.56
|
|
|
—
|
|
|
—
|
|
|
December 1 - December 31, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
2
|
|
|
$
|
87.56
|
|
|
—
|
|
|
—
|
|
|
|
Years Ended December 31,
|
||||||||||||||||
Company/Index/Market
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||||
Crown Castle International Corp.
|
|
100.00
|
|
|
161.07
|
|
|
163.91
|
|
|
180.05
|
|
|
205.86
|
|
|
215.16
|
|
S&P 500 Market Index
|
|
100.00
|
|
|
116.00
|
|
|
153.57
|
|
|
174.60
|
|
|
177.01
|
|
|
198.18
|
|
DJ US Telecommunications Equipment Index
|
|
100.00
|
|
|
109.75
|
|
|
133.28
|
|
|
153.54
|
|
|
136.95
|
|
|
163.17
|
|
FTSE NAREIT All Equity REITs Index
|
|
100.00
|
|
|
119.80
|
|
|
123.22
|
|
|
157.75
|
|
|
163.62
|
|
|
176.03
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2016
|
(a)
|
2015
|
(a)
|
2014
|
(a)
|
2013
|
(a)
|
2012
|
||||||||||
|
(In thousands of dollars, except per share amounts)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Site rental
|
$
|
3,233,307
|
|
|
$
|
3,018,413
|
|
|
$
|
2,866,613
|
|
|
$
|
2,371,380
|
|
|
$
|
2,001,049
|
|
Network services and other
|
687,918
|
|
|
645,438
|
|
|
672,143
|
|
|
494,371
|
|
|
285,287
|
|
|||||
Net revenues
|
3,921,225
|
|
|
3,663,851
|
|
|
3,538,756
|
|
|
2,865,751
|
|
|
2,286,336
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs of operations
(b)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Site rental
|
1,023,350
|
|
|
963,869
|
|
|
906,152
|
|
|
686,873
|
|
|
503,661
|
|
|||||
Network services and other
|
417,171
|
|
|
357,557
|
|
|
400,454
|
|
|
304,144
|
|
|
173,762
|
|
|||||
Total costs of operations
|
1,440,521
|
|
|
1,321,426
|
|
|
1,306,606
|
|
|
991,017
|
|
|
677,423
|
|
|||||
General and administrative
|
371,031
|
|
|
310,921
|
|
|
257,296
|
|
|
213,519
|
|
|
184,911
|
|
|||||
Asset write-down charges
|
34,453
|
|
|
33,468
|
|
|
14,246
|
|
|
13,595
|
|
|
15,226
|
|
|||||
Acquisition and integration costs
|
17,453
|
|
|
15,678
|
|
|
34,145
|
|
|
25,574
|
|
|
18,216
|
|
|||||
Depreciation, amortization and accretion
|
1,108,551
|
|
|
1,036,178
|
|
|
985,781
|
|
|
741,342
|
|
|
591,428
|
|
|||||
Operating income (loss)
|
949,216
|
|
|
946,180
|
|
|
940,682
|
|
|
880,704
|
|
|
799,132
|
|
|||||
Interest expense and amortization of deferred financing costs
|
(515,032
|
)
|
|
(527,128
|
)
|
|
(573,291
|
)
|
|
(589,630
|
)
|
|
(601,031
|
)
|
|||||
Gains (losses) on retirement of long-term obligations
|
(52,291
|
)
|
|
(4,157
|
)
|
|
(44,629
|
)
|
|
(37,127
|
)
|
|
(131,974
|
)
|
|||||
Interest income
|
796
|
|
|
1,906
|
|
|
315
|
|
|
956
|
|
|
4,089
|
|
|||||
Other income (expense)
|
(8,835
|
)
|
|
57,028
|
|
|
11,993
|
|
|
(3,902
|
)
|
|
(5,363
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
373,854
|
|
|
473,829
|
|
|
335,070
|
|
|
251,001
|
|
|
64,853
|
|
|||||
Benefit (provision) for income taxes
(c)
|
(16,881
|
)
|
|
51,457
|
|
|
11,244
|
|
|
(191,000
|
)
|
|
60,144
|
|
|||||
Income (loss) from continuing operations
|
356,973
|
|
|
525,286
|
|
|
346,314
|
|
|
60,001
|
|
|
124,997
|
|
|||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
19,690
|
|
|
52,460
|
|
|
33,900
|
|
|
75,891
|
|
|||||
Net gain (loss) from disposal of discontinued operations, net of tax
|
—
|
|
|
979,359
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
999,049
|
|
|
52,460
|
|
|
33,900
|
|
|
75,891
|
|
|||||
Net income (loss)
|
356,973
|
|
|
1,524,335
|
|
|
398,774
|
|
|
93,901
|
|
|
200,888
|
|
|||||
Less: Net income (loss) attributable to the noncontrolling interest
|
—
|
|
|
3,343
|
|
|
8,261
|
|
|
3,790
|
|
|
12,304
|
|
|||||
Net income (loss) attributable to CCIC stockholders
|
356,973
|
|
|
1,520,992
|
|
|
390,513
|
|
|
90,111
|
|
|
188,584
|
|
|||||
Dividends on preferred stock and losses on purchases of preferred stock
|
(32,991
|
)
|
|
(43,988
|
)
|
|
(43,988
|
)
|
|
(11,363
|
)
|
|
(2,629
|
)
|
|||||
Net income (loss) attributable to CCIC common stockholders
|
$
|
323,982
|
|
|
$
|
1,477,004
|
|
|
$
|
346,525
|
|
|
$
|
78,748
|
|
|
$
|
185,955
|
|
Income (loss) from continuing operations attributable to CCIC common stockholders, per common share - basic
(d)
|
$
|
0.95
|
|
|
$
|
1.45
|
|
|
$
|
0.91
|
|
|
$
|
0.16
|
|
|
$
|
0.42
|
|
Income (loss) from continuing operations attributable to CCIC common stockholders, per common share - diluted
(d)
|
$
|
0.95
|
|
|
$
|
1.44
|
|
|
$
|
0.91
|
|
|
$
|
0.16
|
|
|
$
|
0.42
|
|
Weighted-average common shares outstanding (in thousands):
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
(d)(f)
|
340,349
|
|
|
333,002
|
|
|
332,302
|
|
|
298,083
|
|
|
289,285
|
|
|||||
Diluted
(d)(f)
|
340,879
|
|
|
334,062
|
|
|
333,265
|
|
|
299,293
|
|
|
291,270
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends/distributions declared per share
|
$
|
3.61
|
|
|
$
|
3.35
|
|
|
$
|
1.87
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2016
|
(a)
|
2015
|
(a)
|
2014
|
(a)
|
2013
|
(a)
|
2012
|
||||||||||
|
(In thousands of dollars, except per share amounts)
|
||||||||||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Summary cash flow information:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used for) operating activities
|
$
|
1,782,264
|
|
|
$
|
1,794,025
|
|
|
$
|
1,600,197
|
|
|
$
|
1,171,059
|
|
|
$
|
710,984
|
|
Net cash provided by (used for) investing activities
|
(1,410,232
|
)
|
|
(1,959,734
|
)
|
|
(1,216,709
|
)
|
|
(5,459,285
|
)
|
|
(4,152,200
|
)
|
|||||
Net cash provided by (used for) financing activities
|
(96,292
|
)
|
|
(935,476
|
)
|
|
(462,987
|
)
|
|
4,063,133
|
|
|
3,786,803
|
|
|||||
Ratio of earnings to fixed charges
(e)
|
1.5
|
|
|
1.6
|
|
|
1.4
|
|
|
1.3
|
|
|
1.1
|
|
|||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
567,599
|
|
|
$
|
178,810
|
|
|
$
|
151,312
|
|
|
$
|
200,526
|
|
|
$
|
405,682
|
|
Property and equipment, net
|
9,805,315
|
|
|
9,580,057
|
|
|
8,982,783
|
|
|
8,764,031
|
|
|
6,714,481
|
|
|||||
Total assets
|
22,675,092
|
|
|
21,936,966
|
|
|
21,026,827
|
|
|
20,466,028
|
|
|
15,963,575
|
|
|||||
Total debt and other long-term obligations
|
12,171,142
|
|
|
12,149,959
|
|
|
11,804,412
|
|
|
11,465,620
|
|
|
11,486,108
|
|
|||||
Total CCIC stockholders' equity
(f)
|
7,557,115
|
|
|
7,089,221
|
|
|
6,716,225
|
|
|
6,926,717
|
|
|
2,938,748
|
|
(a)
|
Inclusive of the impact of acquisitions. See note
4
to our consolidated financial statements for a discussion of our acquisitions during 2014, 2015 and 2016. In addition, during 2013, we acquired rights to approximately 9,100 towers through the AT&T Acquisition, and during 2012, we acquired (1) rights to approximately 7,100 towers through the T-Mobile Acquisition and (2) NextG Networks, Inc., the then largest U.S operator of outdoor DAS.
|
(b)
|
Exclusive of depreciation, amortization and accretion, which are shown separately.
|
(c)
|
See note
11
to our consolidated financial statements regarding our income taxes, including our REIT 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 income (loss) attributable to CCIC common stockholders, per common share is computed by dividing net income (loss) attributable to CCIC common stockholders by the weighted-average number of common shares outstanding during the period plus any potential dilutive common share equivalents, including shares issuable (1) upon the vesting of unvested restricted stock awards ("RSAs") and unvested restricted stock units ("RSUs"), as determined under the treasury stock method and (2) upon conversion of our
4.50% Mandatory Convertible Preferred Stock, Series A ("
Convertible Preferred Stock"), as determined under the if-converted method. See note
2
to our consolidated financial statements.
|
(e)
|
For purposes of computing the ratio of earnings to fixed charges, earnings represent income (loss) before income taxes and fixed charges less interest capitalized. Fixed charges consist of interest expense, amortized premiums, discounts and capitalized expenses related to indebtedness, interest capitalized and the interest component of operating lease expense.
|
(f)
|
During 2016, we issued shares of our common stock in connection with (1) our ATM Program, which we utilized the proceeds to partially fund the TDC Acquisition, (2) the conversion of our previously outstanding Convertible Preferred Stock to common stock, and (3) our November 2016 Equity Offering, which we utilized to partially fund the FiberNet Acquisition in January 2017. See note 12 to our consolidated financial statements. In October 2013, we issued 41.4 million shares of common stock, which generated net proceeds of $3.0 billion, and approximately 9.8 million shares of Convertible Preferred Stock, which generated net proceeds of $950.9 million, to partially fund the AT&T Acquisition (collectively, "October 2013 Equity Financings").
|
•
|
We operate as a REIT for U.S. federal income tax purposes (see
"Item 1. Business—2016 Industry Highlights and Company Developments—REIT Election"
and note 11 to our consolidated financial statements)
.
|
•
|
Potential growth resulting from wireless network expansion and new entrants
|
◦
|
We expect wireless carriers will continue their focus on improving network quality and expanding capacity by adding additional antennas or other equipment on our wireless infrastructure.
|
◦
|
We expect existing and potential new customer demand for our wireless infrastructure will result from (1) new technologies, (2) increased usage of wireless applications (including mobile entertainment, mobile internet usage, and machine-to-machine applications), (3) adoption of other emerging and embedded wireless devices (including smartphones, laptops, tablets, and other devices), (4) increasing smartphone penetration, (5) wireless carrier focus on expanding both network quality and capacity, including the use of both towers and small cells, or (6) the availability of additional spectrum.
|
◦
|
New tenants additions are achieved at a low incremental operating cost, delivering high incremental returns.
|
•
|
Substantially all of our wireless infrastructure can accommodate additional tenancy, either as currently constructed or with appropriate modifications.
|
◦
|
U.S. wireless carriers continue to invest in their networks.
|
•
|
Site rental revenues under long-term tenant leases with contractual escalations
|
◦
|
Initial terms of five to 15 years with multiple renewal periods at the option of the tenant of five to ten years each.
|
◦
|
Weighted-average remaining term of approximately
six
years, exclusive of renewals at the tenant's option, currently representing approximately
$19 billion
of expected future cash inflows.
|
•
|
Revenues predominately from large wireless carriers
|
◦
|
Approximately
90%
of our site rental revenues were derived from AT&T, T-Mobile, Verizon, and Sprint. See also
"Item 1A. Risk Factors"
and note
16
to our consolidated financial statements.
|
•
|
Majority of land interests under our towers under long-term control
|
◦
|
Nearly
90%
of our towers site rental gross margin and more than
75%
of our towers site rental gross margin is derived from towers that reside on land that we own or control for greater than ten and 20 years, respectively. The aforementioned amounts include towers that reside on land interests that are owned, including fee interests and perpetual easements, which represent in excess of
one-third
of our towers site rental gross margin.
|
•
|
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)
|
◦
|
After giving effect to our 2017 Refinancings described below, 81% of our debt has fixed rate coupons.
|
◦
|
Our debt service coverage and leverage ratios were comfortably within their respective financial maintenance covenants. See
"Item 7. MD&A—Liquidity and Capital Resources—Debt Covenants"
for a further discussion of our debt covenants.
|
◦
|
We completed several transactions that resulted in lowering our average cost of borrowing, including, refinancing certain of our debt and extending certain of our debt maturities. See
"Item 7. MD&A—Liquidity and Capital Resources—Financing Activities"
for further discussion of our debt transactions.
|
•
|
In January 2016, we completed a new senior unsecured credit facility ("2016 Credit Facility") and utilized the proceeds to repay the previously outstanding 2012 Credit Facility.
|
•
|
In February 2016, we issued 3.400% senior unsecured notes due February 2021 and 4.450% senior unsecured notes due February 2026 (collectively, "February 2016 Senior Notes"), in aggregate principal amounts of $600 million and $900 million, respectively.
|
•
|
In May 2016, we issued additional 3.400% senior unsecured notes due February 2021 and 3.700% senior unsecured notes due June 2026 (collectively, "May 2016 Senior Notes"), in aggregate principal amounts of $250 million and $750 million, respectively.
|
•
|
In September 2016, we issued $700 million aggregate principal amount of 2.250% senior unsecured notes due September 2021 ("September 2016 Senior Notes").
|
•
|
In February 2017, we (1) issued $500 million aggregate principal amount of 4.000% senior unsecured notes and utilized the net proceeds to repay a portion of the outstanding borrowings on the 2016 Credit Facility and (2) entered into an amendment to the Credit Facility to incur additional term loans in an aggregate principal amount of $500 million, and extend the maturity of both the 2016 Term Loan A and the 2016 Revolver to January 21, 2022 (collectively, "2017 Refinancings").
|
•
|
Significant cash flows from operations
|
◦
|
Net cash provided by operating activities was
$1.8 billion
.
|
◦
|
We expect to grow our core business of providing access to our wireless infrastructure as a result of contractual escalators and future anticipated additional demand for our wireless infrastructure.
|
•
|
Returning cash flows provided by operations to stockholders in the form of dividends (see also
"Item 1. Business"
)
|
◦
|
During 2016, we paid common stock dividends totaling approximately
$1.2 billion
. See
"Item 7. MD&A—General Overview—Common Stock Dividend"
for a discussion of the increase to our quarterly dividend in the fourth quarter of 2016.
|
•
|
During 2016, we issued shares of our common stock in connection with the following transactions: (see
"Item 7. MD&A—Liquidity and Capital Resources—Financing Activities"
for further discussion)
|
◦
|
In March 2016, we sold 3.8 million shares under the ATM Program, and we utilized the proceeds to partially fund the TDC Acquisition,
|
◦
|
In November 2016, our previously outstanding Convertible Preferred Stock converted to common stock, and
|
◦
|
In November 2016, we issued approximately 11.4 million shares, and we utilized proceeds from such offering to partially fund the FiberNet Acquisition in January 2017.
|
•
|
Investing capital efficiently to grow long-term dividends per share (see also
"Item 1. Business"
)
|
◦
|
Discretionary capital expenditures of
$784.1 million
, including wireless infrastructure improvements in order to support additional site rentals, construction of wireless infrastructure, and land purchases.
|
◦
|
See a discussion of the FiberNet Acquisition below.
|
•
|
We expect that our full year
2017
site rental revenue growth will be impacted by (1) a healthy environment for tenant additions, as large wireless carriers continue to upgrade and enhance their networks to meet the increasing need for wireless connectivity, (2) the FiberNet Acquisition (see note 19 to our consolidated financial statements), and (3) anticipated non-renewals of tenant leases, primarily resulting from from our customers' decommissioning of the Acquired Networks. See
"Item 1A. Risk Factors"
for a further discussion of non-renewals. See note 15 to our consolidated financial statements.
|
•
|
We expect total capital expenditures for
2017
to equal or exceed
2016
levels with a continued increase in the construction of new small cells. We also expect sustaining capital expenditures of approximately 2% of net revenues for full year
2017
.
|
|
Years Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
vs.
2015
|
|
2015
vs.
2014
|
||||||||
|
(In thousands of dollars)
|
|
|
|
|
||||||||||||
Site rental revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Towers site rental revenues
|
$
|
2,830,708
|
|
|
$
|
2,734,045
|
|
|
$
|
2,677,932
|
|
|
4
|
%
|
|
2
|
%
|
Small cells site rental revenues
|
402,599
|
|
|
284,368
|
|
|
188,681
|
|
|
42
|
%
|
|
51
|
%
|
|||
Total site rental revenues
|
3,233,307
|
|
|
3,018,413
|
|
|
2,866,613
|
|
|
7
|
%
|
|
5
|
%
|
|||
Site rental gross margin:
|
|
|
|
|
|
|
|
|
|
||||||||
Towers site rental gross margin
(b)
|
1,990,499
|
|
|
1,906,870
|
|
|
1,863,600
|
|
|
4
|
%
|
|
2
|
%
|
|||
Small cells site rental gross margin
(b)
|
255,140
|
|
|
177,173
|
|
|
123,399
|
|
|
44
|
%
|
|
44
|
%
|
|||
Total site rental gross margin
|
2,245,639
|
|
|
2,084,043
|
|
|
1,986,999
|
|
|
8
|
%
|
|
5
|
%
|
|||
Network services and other gross margin:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Towers network services and other gross margin
(b)
|
259,094
|
|
|
282,630
|
|
|
271,886
|
|
|
(8
|
)%
|
|
4
|
%
|
|||
Small cells network services and other gross margin
(b)
|
19,370
|
|
|
10,621
|
|
|
4,693
|
|
|
82
|
%
|
|
126
|
%
|
|||
Total network services and other gross margin
|
278,464
|
|
|
293,251
|
|
|
276,579
|
|
|
(5
|
)%
|
|
6
|
%
|
|||
Segment operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Towers operating profit
(b)
|
2,156,690
|
|
|
2,097,601
|
|
|
2,056,963
|
|
|
3
|
%
|
|
2
|
%
|
|||
Small cells operating profit
(b)
|
213,834
|
|
|
149,415
|
|
|
102,223
|
|
|
43
|
%
|
|
46
|
%
|
|||
Adjusted EBITDA
(a)
|
2,227,523
|
|
|
2,119,183
|
|
|
2,051,257
|
|
|
5
|
%
|
|
3
|
%
|
|||
Net income attributable to CCIC common stockholders
|
323,982
|
|
|
1,477,004
|
|
|
346,525
|
|
|
(78
|
)%
|
|
326
|
%
|
(a)
|
See reconciliation of Adjusted EBITDA in "
Item 7. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures
."
|
(b)
|
See note 16 to our consolidated financial statements for further discussion of our definitions of segment site rental gross margin, segment network services and other gross margin and segment operating profit.
|
(a)
|
Includes (1) amortization of up front payments received from long-term tenant contracts and other deferred credits (commonly referred to as prepaid rent) and (2) the construction of small cells.
|
(b)
|
Represents initial contribution of acquisitions and tower builds until the one-year anniversary of the acquisition or build.
|
(a)
|
Includes (1) amortization of up front payments received from long-term tenant contracts and other deferred credits (commonly referred to as prepaid rent) and (2) the construction of small cells.
|
(b)
|
Represents initial contribution of acquisitions and tower builds until the one-year anniversary of the acquisition or build.
|
|
As of December 31, 2016
|
||
|
(In thousands of dollars)
|
||
Cash and cash equivalents
(a)
|
$
|
112,592
|
|
Undrawn revolving credit facility availability
(b)
|
2,412,110
|
|
|
Restricted cash
|
129,547
|
|
|
Debt and other long-term obligations
|
13,241,142
|
|
|
Total equity
|
7,552,506
|
|
(a)
|
Exclusive of restricted cash.
|
(b)
|
Availability at any point in time is subject to reaffirmation of the representations and warranties in, and there being no default under, our credit agreement. See
"Item 7. MD&A—Liquidity and Capital Resources—Financing Activities"
and
"Item 7. MD&A—Liquidity and Capital Resources—Debt Covenants."
|
•
|
Our liquidity sources may include (1) cash on hand, (2) net cash provided by operating activities, (3) undrawn availability from our 2016 Revolver, and (4) issuances of equity pursuant to our ATM Program. Our liquidity uses over the next 12 months are expected to include (1) debt service obligations of approximately
$101.7 million
(principal payments), (2) common stock dividend payments expected to be $3.80 per share, or an aggregate of at least $
1.3 billion
, subject to future approval by our board of directors (see
"Item 7. MD&A—General Overview—Common Stock Dividend"
), and (3) sustaining and discretionary capital expenditures (expected to be equal to or greater than current levels). During the next 12 months, we expect that our liquidity sources should be sufficient to cover our expected uses. As CCIC is a holding company, this cash flow from operations is generated by our operating subsidiaries.
|
•
|
We have no scheduled contractual debt maturities other than principal payments on amortizing debt. See
"Item 7A. Quantitative and Qualitative Disclosures About Market Risk"
for a tabular presentation of our debt maturities as of
December 31, 2016
and a discussion of anticipated repayment dates.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands of dollars)
|
||||||||||
Net cash provided by (used for):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
1,782,264
|
|
|
$
|
1,794,025
|
|
|
$
|
1,600,197
|
|
Investing activities
|
(1,410,232
|
)
|
|
(1,959,734
|
)
|
|
(1,216,709
|
)
|
|||
Financing activities
|
(96,292
|
)
|
|
(935,476
|
)
|
|
(462,987
|
)
|
|||
Net increase (decrease) in cash and cash equivalents - continuing operations
|
275,740
|
|
|
(1,101,185
|
)
|
|
(79,499
|
)
|
|||
Discontinued operations (see note 3):
|
|
|
|
|
|
||||||
Net cash provided by (used for) operating activities
|
—
|
|
|
2,700
|
|
|
65,933
|
|
|||
Net cash provided by (used for) investing activities
|
113,150
|
|
|
1,103,577
|
|
|
(26,196
|
)
|
|||
Net increase (decrease) in cash and cash equivalents - discontinued operations
|
113,150
|
|
|
1,106,277
|
|
|
39,737
|
|
•
|
Discretionary capital expenditures are those capital expenditures made with respect to activities which we believe exhibit sufficient potential to enhance long-term stockholder value. They consist of improvements to existing wireless infrastructure, construction of new wireless infrastructure, and, to a lesser extent, purchases of land assets under towers as we seek to manage our interests in the land beneath our towers. Improvements to existing wireless infrastructure to accommodate tenant additions typically vary based on, among other factors: (1) the type of wireless infrastructure, (2) the scope, volume, and mix of work performed on the wireless infrastructure, (3) existing capacity prior to installation, or (4) changes in structural engineering regulations and standards. Our decisions regarding capital expenditures are influenced by the availability and cost of capital and expected returns on alternative uses of cash, such as payments of dividends and investments.
|
•
|
Sustaining capital expenditures consist of (1) corporate-related capital improvements and (2) maintenance on our wireless infrastructure assets that enable our customers' ongoing quiet enjoyment of the wireless infrastructure.
|
•
|
paying an aggregate of
$1.1 billion
in dividends on our common stock,
|
•
|
amending our previously outstanding 2012 Credit Facility, and
|
•
|
issuing $1.0 billion in May 2015 tower revenue notes which provided us with funding to repay $250.0 million aggregate principal amount of August 2010 tower revenue notes, redeem all of the previously outstanding WCP securitized notes, and repay portions of outstanding borrowings under our previously outstanding 2012 Credit Facility.
|
•
|
paying an aggregate of
$1.2 billion
in dividends on our common stock,
|
•
|
completing a new senior unsecured credit facility and repaying all outstanding borrowings under the previously outstanding 2012 Credit Facility,
|
•
|
issuing $1.5 billion aggregate principal amount of senior unsecured notes in February 2016, which provided us the funding to (1) repay $500.0 million of outstanding borrowings under the 2016 Revolver and (2) repay in full all outstanding borrowings under the previously outstanding $1.0 billion 364-Day Facility (as defined below),
|
•
|
issuing $1.0 billion aggregate principal amount of senior unsecured notes in May 2016, which provided us the funding to (1) repay in full the Tower Revenue Notes, Series 2010-2 and Series 2010-5 issued by certain of our subsidiaries and (2) repay a portion of outstanding borrowings under the 2016 Revolver,
|
•
|
issuing $700.0 million aggregate principal amount of senior unsecured notes, which provided us funding to (1) repay in full the 2.381% Secured Notes issued by certain of our subsidiaries, and (2) repay a portion of outstanding borrowings under the 2016 Revolver, and
|
•
|
issuing 11.4 million shares of common stock, generating net proceeds of approximately $1.0 billion; we utilized proceeds from such offering to partially fund the FiberNet Acquisition.
|
|
Years Ending December 31,
|
||||||||||||||||||||||||||
Contractual Obligations
(a)
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Totals
|
||||||||||||||
|
(In thousands of dollars)
|
||||||||||||||||||||||||||
Debt and other long-term obligations
(b)
|
$
|
101,749
|
|
|
$
|
135,908
|
|
|
$
|
139,444
|
|
|
$
|
203,054
|
|
|
$
|
1,775,189
|
|
|
$
|
10,983,333
|
|
|
$
|
13,338,677
|
|
Interest payments on debt and other long-term obligations
(c)(d)
|
527,919
|
|
|
548,409
|
|
|
553,888
|
|
|
626,075
|
|
|
647,292
|
|
|
6,823,163
|
|
|
9,726,746
|
|
|||||||
Lease obligations
(e)
|
573,708
|
|
|
577,578
|
|
|
581,588
|
|
|
579,193
|
|
|
579,585
|
|
|
7,741,651
|
|
|
10,633,303
|
|
|||||||
Total contractual obligations
|
$
|
1,203,376
|
|
|
$
|
1,261,895
|
|
|
$
|
1,274,920
|
|
|
$
|
1,408,322
|
|
|
$
|
3,002,066
|
|
|
$
|
25,548,147
|
|
|
$
|
33,698,726
|
|
(a)
|
The following items are in addition to the obligations disclosed in the above table:
|
•
|
We have a legal obligation to perform certain asset retirement activities, including requirements upon lease and easement terminations to remove wireless infrastructure or remediate the land upon which our wireless infrastructure resides. The cash obligations disclosed in the above table, as of
December 31, 2016
, are exclusive of estimated undiscounted future cash outlays for asset retirement obligations of approximately
$1.2 billion
. As of
December 31, 2016
, the net present value of these asset retirement obligations was approximately
$146.1 million
.
|
•
|
We are contractually obligated to pay or reimburse others for property taxes related to our wireless infrastructure.
|
•
|
We have the option to purchase approximately
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 are not considered. The tower revenue notes have principal amounts of, $2.3 billion, $300.0 million and $700.0 million, with anticipated repayment dates in 2020, 2022 and 2025, 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 2037 to 2045 and include the impact of an assumed 5% increase in interest rate that would occur following the anticipated repayment dates but exclude the impact of monthly principal payments that would commence using Excess Cash Flow (as defined in the indenture governing the applicable tower revenue notes) of the issuers of the tower revenue notes. The full year
2016
Excess Cash Flow (as defined in the indenture governing the applicable tower revenue notes) of the issuers of the tower revenue notes was approximately
$563.8 million
.
We currently expect to refinance these notes on or prior to the respective anticipated repayment dates.
|
(d)
|
Interest payments on the floating rate debt are based on estimated rates currently in effect.
|
(e)
|
Amounts relate primarily to lease obligations for the land interests on which our wireless infrastructure resides and are based on the assumption that payments will be made through the end of the period for which we hold renewal rights. See table below summarizing remaining terms to expiration.
|
(a)
|
For the year ended December 31, 2016, without consideration of the term of the tenant lease.
|
(b)
|
Inclusive of fee interests and perpetual easements.
|
Borrower / Issuer
|
Financial Maintenance Covenant
(a)(b)
|
Covenant Level Requirement
|
As of December 31, 2016
|
CCIC
|
Total Net Leverage Ratio
|
≤ 6.50x
|
5.2x
|
CCIC
|
Total Senior Secured Leverage Ratio
|
≤ 3.50x
|
2.0x
|
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)
|
estimates of replacement costs (for tangible fixed assets such as towers), or
|
(2)
|
discounted cash flow valuation methods (for estimating identifiable intangibles such as site rental contracts and customer relationships and above-market and below-market leases).
|
(1)
|
we pool site rental contracts and customer relationships intangible assets and property and equipment into portfolio groups, and
|
(2)
|
we separately pool site rental contracts and customer relationships by significant tenant or by tenant grouping for individually insignificant tenants, as appropriate.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (loss)
|
$
|
356,973
|
|
|
$
|
1,524,335
|
|
|
$
|
398,774
|
|
Adjustments to increase (decrease) net income (loss):
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations
|
—
|
|
|
(999,049
|
)
|
|
(52,460
|
)
|
|||
Asset write-down charges
|
34,453
|
|
|
33,468
|
|
|
14,246
|
|
|||
Acquisition and integration costs
|
17,453
|
|
|
15,678
|
|
|
34,145
|
|
|||
Depreciation, amortization and accretion
|
1,108,551
|
|
|
1,036,178
|
|
|
985,781
|
|
|||
Amortization of prepaid lease purchase price adjustments
|
21,312
|
|
|
20,531
|
|
|
19,972
|
|
|||
Interest expense and amortization of deferred financing costs
|
515,032
|
|
|
527,128
|
|
|
573,291
|
|
|||
Gains (losses) on retirement of long-term obligations
|
52,291
|
|
|
4,157
|
|
|
44,629
|
|
|||
Interest income
|
(796
|
)
|
|
(1,906
|
)
|
|
(315
|
)
|
|||
Other income (expense)
|
8,835
|
|
|
(57,028
|
)
|
|
(11,993
|
)
|
|||
Benefit (provision) for income taxes
|
16,881
|
|
|
(51,457
|
)
|
|
(11,244
|
)
|
|||
Stock-based compensation expense
|
96,538
|
|
|
67,148
|
|
|
56,431
|
|
|||
Adjusted EBITDA
(a)
|
$
|
2,227,523
|
|
|
$
|
2,119,183
|
|
|
$
|
2,051,257
|
|
(a)
|
The above reconciliation excludes the items included in the Company's Adjusted EBITDA definition which are not applicable to the periods shown.
|
•
|
it is the primary measure used by our management to evaluate (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 wireless infrastructure sector and other REITs to measure financial performance without regard to items such as depreciation, amortization and accretion which can vary depending upon accounting methods and the book value of assets;
|
•
|
we believe it helps investors and other interested parties meaningfully evaluate and compare the results of our operations (1) from period to period and (2) to our competitors by removing the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our financial results; and
|
•
|
it is similar to the measure of current financial performance generally used in our debt covenant calculations.
|
•
|
as a performance goal in employee annual incentive compensation;
|
•
|
as a measurement of financial performance because it assists us in comparing our financial performance on a consistent basis as it removes the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization, and accretion) from our operating results;
|
•
|
in presentations to our board of directors to enable it to have the same measurement of financial performance used by management;
|
•
|
for planning purposes, including preparation of our annual operating budget;
|
•
|
as a valuation measure in strategic analyses in connection with the purchase and sale of assets;
|
•
|
in determining self-imposed limits on our debt levels, including the evaluation of our leverage ratio and interest coverage ratio; and
|
•
|
with respect to compliance with our debt covenants, which require us to maintain certain financial ratios including, or similar to, Adjusted EBITDA.
|
•
|
the potential refinancing of our $13.2 billion in existing debt, compared to $12.1 billion in the prior year;
|
•
|
our $2.5 billion of floating rate debt representing approximately 19% of total debt, compared to 33% in the prior year; and
|
•
|
potential future borrowings of incremental debt.
|
|
Future Principal Payments and Interest Rates by the Debt Instruments' Contractual Year of Maturity
|
||||||||||||||||||||||||||||||
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
|
Fair Value
(a)
|
||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||
Fixed rate debt
(c)
|
$
|
51,749
|
|
|
$
|
48,408
|
|
|
$
|
39,444
|
|
|
$
|
28,054
|
|
|
$
|
1,575,189
|
|
|
$
|
9,056,333
|
|
|
$
|
10,799,177
|
|
|
$
|
11,205,215
|
|
Average interest rate
(b)(c)(d)
|
4.3
|
%
|
|
4.6
|
%
|
|
4.7
|
%
|
|
4.8
|
%
|
|
2.9
|
%
|
|
6.5
|
%
|
|
5.9
|
%
|
|
|
|||||||||
Variable rate debt
(e)
|
$
|
50,000
|
|
|
$
|
87,500
|
|
|
$
|
100,000
|
|
|
$
|
175,000
|
|
|
$
|
200,000
|
|
|
$
|
1,927,000
|
|
|
$
|
2,539,500
|
|
|
$
|
2,527,188
|
|
Average interest rate
(e)
|
2.4
|
%
|
|
3.0
|
%
|
|
3.4
|
%
|
|
3.6
|
%
|
|
3.8
|
%
|
|
3.8
|
%
|
|
3.7
|
%
|
|
|
(a)
|
The fair value of our debt is based on indicative quotes (that is, non-binding quotes) from brokers that require judgment to interpret market information, including implied credit spreads for similar borrowings on recent trades or bid/ask offers. These fair values are not necessarily indicative of the amount, which could be realized in a current market exchange.
|
(b)
|
The average interest rate represents the weighted-average stated coupon rate (see footnote (c) and (d)).
|
(c)
|
The impact of principal payments that will commence following the anticipated repayment dates is not considered. The tower revenue notes have principal amounts of $2.3 billion, $300 million and $700 million, with anticipated repayment dates in 2020, 2022 and 2025, respectively.
|
(d)
|
If the tower revenue notes are not repaid in full by the applicable anticipated repayment dates, the applicable interest rate increases by approximately 5% per annum and monthly principal payments commence using the Excess Cash Flow (as defined in the indenture governing the applicable tower revenue notes) of the issuers of the tower revenue notes. The tower revenue notes are presented based on their contractual maturity dates ranging from 2040 to 2045 and include the impact of an assumed 5% increase in interest rate that would occur following the anticipated repayment dates but exclude the impact of monthly principal payments that would commence using Excess Cash Flow of the issuers of the tower revenue notes. The full year
2016
Excess Cash Flow of the issuers of the tower revenue notes was approximately
$563.8 million
.
We currently expect to refinance these notes on or prior to the respective anticipated repayment dates.
|
(e)
|
Predominantly consists of our 2016 Term Loan A maturing in 2022.
|
|
|
|
Page
|
Consolidated Statement of Equity for each of the three years in the period ended December 31, 2016
|
|
Schedule II - Valuation and Qualifying Accounts
|
|
Schedule III - Schedule of Real Estate and Accumulated Depreciation
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
567,599
|
|
|
$
|
178,810
|
|
Restricted cash
|
124,547
|
|
|
130,731
|
|
||
Receivables, net of allowance of $11,314 and $9,574, respectively
|
373,532
|
|
|
313,296
|
|
||
Prepaid expenses
|
128,721
|
|
|
133,194
|
|
||
Other current assets
|
130,362
|
|
|
225,214
|
|
||
Total current assets
|
1,324,761
|
|
|
981,245
|
|
||
Deferred site rental receivables
|
1,317,658
|
|
|
1,306,408
|
|
||
Property and equipment, net
|
9,805,315
|
|
|
9,580,057
|
|
||
Goodwill
|
5,757,676
|
|
|
5,513,551
|
|
||
Site rental contracts and customer relationships, net
|
3,298,778
|
|
|
3,421,180
|
|
||
Other intangible assets, net
|
351,294
|
|
|
358,735
|
|
||
Long-term prepaid rent and other assets, net
|
819,610
|
|
|
775,790
|
|
||
Total assets
|
$
|
22,675,092
|
|
|
$
|
21,936,966
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
188,516
|
|
|
$
|
159,629
|
|
Accrued interest
|
97,019
|
|
|
66,975
|
|
||
Deferred revenues
|
353,005
|
|
|
322,623
|
|
||
Other accrued liabilities
|
221,066
|
|
|
199,923
|
|
||
Current maturities of debt and other obligations
|
101,749
|
|
|
106,219
|
|
||
Total current liabilities
|
961,355
|
|
|
855,369
|
|
||
Debt and other long-term obligations
|
12,069,393
|
|
|
12,043,740
|
|
||
Other long-term liabilities
|
2,087,229
|
|
|
1,948,636
|
|
||
Total liabilities
|
15,117,977
|
|
|
14,847,745
|
|
||
Commitments and contingencies (see note 14)
|
|
|
|
||||
CCIC stockholders' equity:
|
|
|
|
||||
Common stock, $.01 par value; 600,000,000 shares authorized; shares issued and outstanding: December 31, 2016—360,536,659 and December 31, 2015—333,771,660
|
3,605
|
|
|
3,338
|
|
||
4.50% Mandatory Convertible Preferred Stock, Series A, $.01 par value; 20,000,000 shares authorized; shares issued and outstanding: December 31, 2016—0 and December 31, 2015—9,775,000; aggregate liquidation value: December 31, 2016—0 and December 31, 2015—$977,500
|
—
|
|
|
98
|
|
||
Additional paid-in capital
|
10,938,236
|
|
|
9,548,580
|
|
||
Accumulated other comprehensive income (loss)
|
(5,888
|
)
|
|
(4,398
|
)
|
||
Dividends/distributions in excess of earnings
|
(3,378,838
|
)
|
|
(2,458,397
|
)
|
||
Total equity
|
7,557,115
|
|
|
7,089,221
|
|
||
Total liabilities and equity
|
$
|
22,675,092
|
|
|
$
|
21,936,966
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net revenues:
|
|
|
|
|
|
||||||
Site rental
|
$
|
3,233,307
|
|
|
$
|
3,018,413
|
|
|
$
|
2,866,613
|
|
Network services and other
|
687,918
|
|
|
645,438
|
|
|
672,143
|
|
|||
|
3,921,225
|
|
|
3,663,851
|
|
|
3,538,756
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Costs of operations
(a)
:
|
|
|
|
|
|
||||||
Site rental
|
1,023,350
|
|
|
963,869
|
|
|
906,152
|
|
|||
Network services and other
|
417,171
|
|
|
357,557
|
|
|
400,454
|
|
|||
General and administrative
|
371,031
|
|
|
310,921
|
|
|
257,296
|
|
|||
Asset write-down charges
|
34,453
|
|
|
33,468
|
|
|
14,246
|
|
|||
Acquisition and integration costs
|
17,453
|
|
|
15,678
|
|
|
34,145
|
|
|||
Depreciation, amortization and accretion
|
1,108,551
|
|
|
1,036,178
|
|
|
985,781
|
|
|||
Total operating expenses
|
2,972,009
|
|
|
2,717,671
|
|
|
2,598,074
|
|
|||
Operating income (loss)
|
949,216
|
|
|
946,180
|
|
|
940,682
|
|
|||
Interest expense and amortization of deferred financing costs
|
(515,032
|
)
|
|
(527,128
|
)
|
|
(573,291
|
)
|
|||
Gains (losses) on retirement of long-term obligations
|
(52,291
|
)
|
|
(4,157
|
)
|
|
(44,629
|
)
|
|||
Interest income
|
796
|
|
|
1,906
|
|
|
315
|
|
|||
Other income (expense)
|
(8,835
|
)
|
|
57,028
|
|
|
11,993
|
|
|||
Income (loss) from continuing operations before income taxes
|
373,854
|
|
|
473,829
|
|
|
335,070
|
|
|||
Benefit (provision) for income taxes
|
(16,881
|
)
|
|
51,457
|
|
|
11,244
|
|
|||
Income (loss) from continuing operations
|
356,973
|
|
|
525,286
|
|
|
346,314
|
|
|||
Discontinued operations (see note 3):
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
19,690
|
|
|
52,460
|
|
|||
Net gain (loss) from disposal of discontinued operations, net of tax
|
—
|
|
|
979,359
|
|
|
—
|
|
|||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
999,049
|
|
|
52,460
|
|
|||
Net income (loss)
|
356,973
|
|
|
1,524,335
|
|
|
398,774
|
|
|||
Less: Net income (loss) attributable to the noncontrolling interest
|
—
|
|
|
3,343
|
|
|
8,261
|
|
|||
Net income (loss) attributable to CCIC stockholders
|
356,973
|
|
|
1,520,992
|
|
|
390,513
|
|
|||
Dividends on preferred stock
|
(32,991
|
)
|
|
(43,988
|
)
|
|
(43,988
|
)
|
|||
Net income (loss) attributable to CCIC common stockholders
|
$
|
323,982
|
|
|
$
|
1,477,004
|
|
|
$
|
346,525
|
|
Net income (loss)
|
$
|
356,973
|
|
|
$
|
1,524,335
|
|
|
$
|
398,774
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Interest rate swaps reclassified into results of operations, net of taxes
|
—
|
|
|
18,725
|
|
|
63,148
|
|
|||
Foreign currency translation adjustments
|
(1,490
|
)
|
|
(14,137
|
)
|
|
(25,432
|
)
|
|||
Amounts reclassified into discontinued operations for foreign currency translation adjustments (see note 3)
|
—
|
|
|
(25,678
|
)
|
|
—
|
|
|||
Total other comprehensive income (loss)
|
(1,490
|
)
|
|
(21,090
|
)
|
|
37,716
|
|
|||
Comprehensive income (loss)
|
355,483
|
|
|
1,503,245
|
|
|
436,490
|
|
|||
Less: Comprehensive income (loss) attributable to the noncontrolling interest
|
—
|
|
|
—
|
|
|
6,545
|
|
|||
Comprehensive income (loss) attributable to CCIC stockholders
|
$
|
355,483
|
|
|
$
|
1,503,245
|
|
|
$
|
429,945
|
|
Net income (loss) attributable to CCIC common stockholders, per common share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations, basic
|
$
|
0.95
|
|
|
$
|
1.45
|
|
|
$
|
0.91
|
|
Income (loss) from discontinued operations, basic
|
$
|
—
|
|
|
$
|
2.99
|
|
|
$
|
0.13
|
|
Net income (loss) attributable to CCIC common stockholders, basic
|
$
|
0.95
|
|
|
$
|
4.44
|
|
|
$
|
1.04
|
|
Income (loss) from continuing operations, diluted
|
$
|
0.95
|
|
|
$
|
1.44
|
|
|
$
|
0.91
|
|
Income (loss) from discontinued operations, diluted
|
$
|
—
|
|
|
$
|
2.98
|
|
|
$
|
0.13
|
|
Net income (loss) attributable to CCIC common stockholders, diluted
|
$
|
0.95
|
|
|
$
|
4.42
|
|
|
$
|
1.04
|
|
Weighted-average common shares outstanding (in thousands):
|
|
|
|
|
|
||||||
Basic
|
340,349
|
|
|
333,002
|
|
|
332,302
|
|
|||
Diluted
|
340,879
|
|
|
334,062
|
|
|
333,265
|
|
|||
Dividends/distributions declared per share
|
$
|
3.61
|
|
|
$
|
3.35
|
|
|
$
|
1.87
|
|
(a)
|
Exclusive of depreciation, amortization and accretion shown separately.
|
|
Years Ended December 31,
|
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
$
|
356,973
|
|
|
$
|
525,286
|
|
|
$
|
346,314
|
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
|
|
|
|
|
|
|
||||||
Depreciation, amortization and accretion
|
1,108,551
|
|
|
1,036,178
|
|
|
985,781
|
|
|
|||
Gains (losses) on retirement of long-term obligations
|
52,291
|
|
|
4,157
|
|
|
44,629
|
|
|
|||
Gains (losses) on settled swaps
|
2,608
|
|
|
(54,475
|
)
|
|
—
|
|
|
|||
Amortization of deferred financing costs and other non-cash interest
|
14,333
|
|
|
37,126
|
|
|
80,854
|
|
|
|||
Stock-based compensation expense
|
79,338
|
|
|
60,773
|
|
|
51,497
|
|
|
|||
Asset write-down charges
|
34,453
|
|
|
33,468
|
|
|
14,246
|
|
|
|||
Deferred income tax benefit (provision)
|
8,603
|
|
|
(60,618
|
)
|
|
(21,859
|
)
|
|
|||
Other non-cash adjustments, net
|
2,451
|
|
|
(8,915
|
)
|
|
(25,679
|
)
|
|
|||
Changes in assets and liabilities, excluding the effects of acquisitions:
|
|
|
|
|
|
|
||||||
Increase (decrease) in accrued interest
|
30,044
|
|
|
32
|
|
|
1,361
|
|
|
|||
Increase (decrease) in accounts payable
|
10,600
|
|
|
(5,287
|
)
|
|
12,281
|
|
|
|||
Increase (decrease) in deferred revenues, deferred ground lease payables, other accrued liabilities and other liabilities
|
195,998
|
|
|
325,880
|
|
|
397,363
|
|
|
|||
Decrease (increase) in receivables
|
(58,664
|
)
|
|
12,668
|
|
|
(77,116
|
)
|
|
|||
Decrease (increase) in prepaid expenses, deferred site rental receivables, long-term prepaid rent, restricted cash and other assets
|
(55,315
|
)
|
|
(112,248
|
)
|
|
(209,475
|
)
|
|
|||
Net cash provided by (used for) operating activities
|
1,782,264
|
|
|
1,794,025
|
|
|
1,600,197
|
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Payment for acquisitions of businesses, net of cash acquired
|
(556,854
|
)
|
|
(1,102,179
|
)
|
|
(461,651
|
)
|
|
|||
Capital expenditures
|
(873,883
|
)
|
|
(908,892
|
)
|
|
(758,535
|
)
|
|
|||
Receipts from foreign currency swaps
|
8,141
|
|
|
54,475
|
|
|
—
|
|
|
|||
Other investing activities, net
|
12,364
|
|
|
(3,138
|
)
|
|
3,477
|
|
|
|||
Net cash provided by (used for) investing activities
|
(1,410,232
|
)
|
|
(1,959,734
|
)
|
|
(1,216,709
|
)
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
5,201,010
|
|
|
1,000,000
|
|
|
845,750
|
|
|
|||
Principal payments on debt and other long-term obligations
|
(95,787
|
)
|
|
(102,866
|
)
|
|
(116,426
|
)
|
|
|||
Purchases and redemptions of long-term debt
|
(4,044,834
|
)
|
|
(1,069,337
|
)
|
|
(836,899
|
)
|
|
|||
Payments under revolving credit facility
|
(4,565,000
|
)
|
|
(1,360,000
|
)
|
|
(698,000
|
)
|
|
|||
Borrowings under revolving credit facility
|
3,440,000
|
|
|
1,790,000
|
|
|
1,019,000
|
|
|
|||
Payments for financing costs
|
(41,533
|
)
|
|
(19,642
|
)
|
|
(15,899
|
)
|
|
|||
Net proceeds from issuance of capital stock
|
1,325,865
|
|
|
—
|
|
|
—
|
|
|
|||
Purchases of capital stock
|
(24,936
|
)
|
|
(29,657
|
)
|
|
(21,872
|
)
|
|
|||
Dividends/distributions paid on common stock
|
(1,239,158
|
)
|
|
(1,116,444
|
)
|
|
(624,297
|
)
|
|
|||
Dividends paid on preferred stock
|
(43,988
|
)
|
|
(43,988
|
)
|
|
(44,354
|
)
|
|
|||
Net (increase) decrease in restricted cash
|
(7,931
|
)
|
|
16,458
|
|
|
30,010
|
|
|
|||
Net cash provided by (used for) financing activities
|
(96,292
|
)
|
|
(935,476
|
)
|
|
(462,987
|
)
|
|
|||
Net increase (decrease) in cash and cash equivalents - continuing operations
|
275,740
|
|
|
(1,101,185
|
)
|
|
(79,499
|
)
|
|
|||
Discontinued operations (see note 3):
|
|
|
|
|
|
|
||||||
Net cash provided by (used for) operating activities
|
—
|
|
|
2,700
|
|
|
65,933
|
|
|
|||
Net cash provided by (used for) investing activities
|
113,150
|
|
|
1,103,577
|
|
|
(26,196
|
)
|
|
|||
Net increase (decrease) in cash and cash equivalents - discontinued operations
|
113,150
|
|
|
1,106,277
|
|
|
39,737
|
|
|
|||
Effect of exchange rate changes on cash
|
(101
|
)
|
|
(1,902
|
)
|
|
(8,012
|
)
|
|
|||
Cash and cash equivalents at beginning of year
|
178,810
|
|
|
175,620
|
|
(a)
|
223,394
|
|
(a)
|
|||
Cash and cash equivalents at end of year
|
$
|
567,599
|
|
|
$
|
178,810
|
|
|
$
|
175,620
|
|
(a)
|
(a)
|
Inclusive of cash and cash equivalents included in discontinued operations.
|
|
CCIC Stockholders' Equity
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
Common Stock
|
|
4.50% Mandatory Convertible Preferred Stock
|
|
|
|
Accumulated Other Comprehensive Income
(Loss) ("AOCI")
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
|
Shares
|
|
($.01 Par)
|
|
Shares
|
|
($.01 Par)
|
|
Additional
Paid-In
Capital
|
|
Foreign
Currency
Translation
Adjustments
|
|
Derivative
Instruments
|
|
Total AOCI
|
|
Dividends/Distributions in Excess of Earnings
|
|
Noncontrolling
interest from discontinued operations
|
|
Total
|
|||||||||||||||||||||
Balance, December 31, 2013
|
334,070,016
|
|
|
$
|
3,341
|
|
|
9,775,000
|
|
—
|
|
$
|
98
|
|
|
$
|
9,482,769
|
|
|
$
|
58,261
|
|
|
$
|
(81,873
|
)
|
|
$
|
(23,612
|
)
|
|
$
|
(2,535,879
|
)
|
|
$
|
14,458
|
|
|
$
|
6,941,175
|
|
Stock-based compensation related activity, net of forfeitures
|
79,490
|
|
|
1
|
|
|
—
|
|
—
|
|
—
|
|
|
51,496
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,497
|
|
|||||||||
Purchases and retirement of capital stock
|
(292,874
|
)
|
|
(3
|
)
|
|
—
|
|
—
|
|
—
|
|
|
(21,869
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,872
|
)
|
|||||||||
Other comprehensive income (loss)
(a)
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
(23,716
|
)
|
|
63,148
|
|
|
39,432
|
|
|
—
|
|
|
(1,716
|
)
|
|
37,716
|
|
|||||||||
Common stock dividends/distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(626,074
|
)
|
|
—
|
|
|
(626,074
|
)
|
||||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,988
|
)
|
|
—
|
|
|
(43,988
|
)
|
|||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
390,513
|
|
|
8,261
|
|
|
398,774
|
|
|||||||||
Balance, December 31, 2014
|
333,856,632
|
|
|
$
|
3,339
|
|
|
9,775,000
|
|
|
$
|
98
|
|
|
$
|
9,512,396
|
|
|
$
|
34,545
|
|
|
$
|
(18,725
|
)
|
|
$
|
15,820
|
|
|
$
|
(2,815,428
|
)
|
|
$
|
21,003
|
|
|
$
|
6,737,228
|
|
(a)
|
See the consolidated statement of operations and comprehensive income (loss) for the components of "total other comprehensive income (loss)" and note
9
with respect to the reclassification adjustment.
|
|
CCIC Stockholders’ Equity
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
|
Common Stock
|
|
4.50% Mandatory Convertible Preferred Stock
|
|
|
|
AOCI
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
Shares
|
|
($.01 Par)
|
|
Shares
|
|
($.01 Par)
|
|
Additional
Paid-In
Capital
|
|
Foreign
Currency
Translation
Adjustments
|
|
Derivative
Instruments
|
|
Total AOCI
|
|
Dividends/Distributions in Excess of Earnings
|
|
Noncontrolling
interest from discontinued operations |
|
Total
|
||||||||||||||||||||
Balance, December 31, 2014
|
333,856,632
|
|
|
$
|
3,339
|
|
|
9,775,000
|
|
|
$
|
98
|
|
|
$
|
9,512,396
|
|
|
$
|
34,545
|
|
|
$
|
(18,725
|
)
|
|
$
|
15,820
|
|
|
$
|
(2,815,428
|
)
|
|
$
|
21,003
|
|
|
$
|
6,737,228
|
|
Stock-based compensation related activity, net of forfeitures
|
251,554
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
65,838
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,840
|
|
|||||||||
Purchases and retirement of capital stock
|
(336,526
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(29,654
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,657
|
)
|
|||||||||
Other comprehensive income (loss)
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,943
|
)
|
|
18,725
|
|
|
(20,218
|
)
|
|
—
|
|
|
(872
|
)
|
|
(21,090
|
)
|
|||||||||
Disposition of CCAL
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,474
|
)
|
|
(23,474
|
)
|
|||||||||
Common stock dividends/distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,119,973
|
)
|
|
—
|
|
|
(1,119,973
|
)
|
|||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,988
|
)
|
|
—
|
|
|
(43,988
|
)
|
|||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,520,992
|
|
|
3,343
|
|
|
1,524,335
|
|
|||||||||
Balance, December 31, 2015
|
333,771,660
|
|
|
$
|
3,338
|
|
|
9,775,000
|
|
|
$
|
98
|
|
|
$
|
9,548,580
|
|
|
$
|
(4,398
|
)
|
|
$
|
—
|
|
|
$
|
(4,398
|
)
|
|
$
|
(2,458,397
|
)
|
|
$
|
—
|
|
|
$
|
7,089,221
|
|
(a)
|
See the consolidated statement of operations and comprehensive income (loss) for the components of "total other comprehensive income (loss)" and note
9
with respect to the reclassification adjustment.
|
|
CCIC Stockholders' Equity
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
Common Stock
|
|
4.50% Mandatory Convertible Preferred Stock
|
|
|
|
Accumulated Other Comprehensive Income
(Loss) ("AOCI")
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
|
Shares
|
|
($.01 Par)
|
|
Shares
|
|
($.01 Par)
|
|
Additional
Paid-In
Capital
|
|
Foreign
Currency
Translation
Adjustments
|
|
Derivative
Instruments
|
|
Total AOCI
|
|
Dividends/Distributions in Excess of Earnings
|
|
Noncontrolling
interest from discontinued operations |
|
Total
|
|||||||||||||||||||||
Balance, December 31, 2015
|
333,771,660
|
|
|
$
|
3,338
|
|
|
9,775,000
|
|
|
$
|
98
|
|
|
$
|
9,548,580
|
|
|
$
|
(4,398
|
)
|
|
$
|
—
|
|
|
$
|
(4,398
|
)
|
|
$
|
(2,458,397
|
)
|
|
$
|
—
|
|
|
$
|
7,089,221
|
|
|
Stock-based compensation related activity, net of forfeitures
|
263,782
|
|
|
2
|
|
|
—
|
|
—
|
|
—
|
|
|
86,271
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86,273
|
|
|||||||||
Purchases and retirement of capital stock
|
(289,531
|
)
|
|
(3
|
)
|
|
—
|
|
—
|
|
—
|
|
|
(24,933
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,936
|
)
|
|||||||||
Net proceeds from issuances of Common Stock (see note 12)
|
15,178,064
|
|
|
152
|
|
|
—
|
|
|
—
|
|
|
1,325,713
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,325,865
|
|
||||||||||
Other comprehensive income (loss)
(a)
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
(1,490
|
)
|
|
—
|
|
|
(1,490
|
)
|
|
—
|
|
|
—
|
|
|
(1,490
|
)
|
|||||||||
Recognition of excess tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
2,623
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,623
|
|
|||||||||
Common stock dividends/distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,244,423
|
)
|
|
—
|
|
|
(1,244,423
|
)
|
||||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,991
|
)
|
|
—
|
|
|
(32,991
|
)
|
|||||||||
Conversion of preferred stock to common stock (see note 12)
|
11,612,684
|
|
|
116
|
|
|
(9,775,000
|
)
|
|
(98
|
)
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
356,973
|
|
|
—
|
|
|
356,973
|
|
|||||||||
Balance, December 31, 2016
|
360,536,659
|
|
|
$
|
3,605
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
10,938,236
|
|
|
$
|
(5,888
|
)
|
|
$
|
—
|
|
|
$
|
(5,888
|
)
|
|
$
|
(3,378,838
|
)
|
|
$
|
—
|
|
|
$
|
7,557,115
|
|
(a)
|
See the consolidated statement of operations and comprehensive income (loss) for the components of "total other comprehensive income (loss)."
|
1.
|
Basis of Presentation
|
◦
|
Approximately
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 site rental gross margin. The Company has the option to purchase the leased and subleased towers from AT&T at the end of the respective lease or sublease terms for aggregate option payments of approximately
$4.2 billion
, which payments, if exercised, would be due between 2032 and 2048.
|
◦
|
Approximately
16%
of the Company's towers are leased or subleased or operated and managed for an initial period of
32
years (through May 2037) under master leases, subleases, or other agreements with Sprint. The Company has the option to purchase in 2037 all (but not less than all) of the leased and subleased Sprint towers from Sprint for approximately
$2.3 billion
.
|
◦
|
Approximately
15%
of the Company's towers are leased or subleased or operated and managed under a master prepaid lease or other related agreements with T-Mobile for a weighted-average initial term of approximately
28
years, weighted on site rental gross margin. The Company has the option to purchase the leased and subleased towers from T-Mobile at the end of the respective lease or sublease terms for aggregate option payments of approximately
$2.0 billion
, which payments, if exercised would be due between 2035 and 2049. In addition, through the T-Mobile Acquisition (as defined in note
4
), there are another approximately
1%
of the Company's towers subject to a lease and sublease or other related arrangements with AT&T. The Company has the option to purchase these towers that it does not otherwise already own at the end of their respective lease terms for aggregate option payments of up to approximately
$405 million
, which payments, if exercised, would be due between 2018 and 2032 (less than
$10 million
would be due before 2025).
|
2.
|
Summary of Significant Accounting Policies
|
|
For the years ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by (used from) operating activities
|
$
|
(4,547
|
)
|
|
$
|
3,974
|
|
|
$
|
6,148
|
|
Net cash provided by (used from) investing activities
|
$
|
10,541
|
|
|
$
|
(3,752
|
)
|
|
$
|
(44
|
)
|
Net cash provided by (used from) financing activities
|
$
|
(7,931
|
)
|
|
$
|
16,458
|
|
|
$
|
30,011
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Interest expense on debt obligations
|
$
|
500,699
|
|
|
$
|
490,002
|
|
|
$
|
492,437
|
|
Amortization of deferred financing costs and adjustments on long-term debt, net
|
19,087
|
|
|
21,048
|
|
|
18,562
|
|
|||
Amortization of interest rate swaps
|
—
|
|
|
18,725
|
|
|
63,148
|
|
|||
Capitalized interest
|
(7,010
|
)
|
|
(4,805
|
)
|
|
(2,985
|
)
|
|||
Other
|
2,256
|
|
|
2,158
|
|
|
2,129
|
|
|||
Total
|
$
|
515,032
|
|
|
$
|
527,128
|
|
|
$
|
573,291
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (loss) from continuing operations
|
$
|
356,973
|
|
|
$
|
525,286
|
|
|
$
|
346,314
|
|
Dividends on preferred stock
|
(32,991
|
)
|
|
(43,988
|
)
|
|
(43,988
|
)
|
|||
Net income (loss) from continuing operations attributable to CCIC common stockholders for basic and diluted computations
|
$
|
323,982
|
|
|
$
|
481,298
|
|
|
$
|
302,326
|
|
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
999,049
|
|
|
52,460
|
|
|||
Less: Net income (loss) attributable to the noncontrolling interest
|
—
|
|
|
3,343
|
|
|
8,261
|
|
|||
Net income (loss) from discontinued operations attributable to CCIC common stockholders for basic and diluted computations
|
—
|
|
|
995,706
|
|
|
44,199
|
|
|||
|
|
|
|
|
|
||||||
Weighted-average number of common shares outstanding (in thousands):
|
|
|
|
|
|
||||||
Basic weighted-average number of common stock outstanding
|
340,349
|
|
|
333,002
|
|
|
332,302
|
|
|||
Effect of assumed dilution from potential common shares relating to RSAs and RSUs
|
530
|
|
|
1,060
|
|
|
963
|
|
|||
Diluted weighted-average number of common shares outstanding
|
340,879
|
|
|
334,062
|
|
|
333,265
|
|
|||
Net income (loss) attributable to CCIC common stockholders, per common share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations, basic
|
$
|
0.95
|
|
|
$
|
1.45
|
|
|
$
|
0.91
|
|
Income (loss) from discontinued operations, basic
|
$
|
—
|
|
|
$
|
2.99
|
|
|
$
|
0.13
|
|
Net income (loss) attributable to CCIC common stockholders, basic
|
$
|
0.95
|
|
|
$
|
4.44
|
|
|
$
|
1.04
|
|
Income (loss) from continuing operations, diluted
|
$
|
0.95
|
|
|
$
|
1.44
|
|
|
$
|
0.91
|
|
Income (loss) from discontinued operations, diluted
|
$
|
—
|
|
|
$
|
2.98
|
|
|
$
|
0.13
|
|
Net income (loss) attributable to CCIC common stockholders, diluted
|
$
|
0.95
|
|
|
$
|
4.42
|
|
|
$
|
1.04
|
|
3.
|
Discontinued Operations
|
|
|
Year Ended December 31,
|
||||||
|
|
2015
(b)(c)
|
|
2014
(b)
|
||||
Total revenues
|
|
$
|
65,293
|
|
|
$
|
151,128
|
|
Total cost of operations
(a)
|
|
17,498
|
|
|
43,860
|
|
||
Depreciation, amortization, and accretion
|
|
10,168
|
|
|
27,283
|
|
||
Total other expenses
|
|
10,481
|
|
|
26,921
|
|
||
Pre-tax income from discontinued operations
|
|
27,146
|
|
|
53,064
|
|
||
Benefit (provision) from income taxes
|
|
(7,456
|
)
|
|
(604
|
)
|
||
Net income (loss) from discontinued operations
(d)
|
|
$
|
19,690
|
|
|
$
|
52,460
|
|
(a)
|
Exclusive of depreciation, amortization, and accretion shown separately.
|
(b)
|
No interest expense has been allocated to discontinued operations.
|
(c)
|
CCAL results are through May 28, 2015, which was the closing date of the Company's sale of CCAL.
|
(d)
|
Exclusive of the
gain (loss) from disposal of discontinued operations, net of tax, as presented on the consolidated statement of operations.
|
Cash received from sale of CCAL
(a)
|
$
|
1,139,369
|
|
Installment payment receivable due January 2016
(a)
|
117,384
|
|
|
Total proceeds from sale of CCAL
|
$
|
1,256,753
|
|
Adjusted for:
|
|
||
Net assets and liabilities related to discontinued operations
(b)(c)
|
258,575
|
|
|
Transaction fees and expenses
|
23,059
|
|
|
Foreign currency translation reclassification adjustments
(d)
|
(25,678
|
)
|
|
Pre-tax gain (loss) from disposal of discontinued operations
|
1,000,797
|
|
|
Income taxes related to the sale of CCAL
|
(21,438
|
)
|
|
Gain (loss) from disposal of discontinued operations
|
$
|
979,359
|
|
(a)
|
Exclusive of foreign currency swaps and based on exchange rates as of May 28, 2015, which was the closing date of the Company's sale of CCAL. See note
9
. The impact of fluctuations in the exchange rate subsequent to the closing date are reflected as a component of "other income (expense)" on the Company's consolidated statement of operations.
|
(b)
|
Represents net assets attributable to CCIC, net of the disposition of noncontrolling interest of $
23.5 million
.
|
(c)
|
Inclusive of $
11.1 million
of cash.
|
(d)
|
Represents foreign currency translation adjustments previously included in "accumulated other comprehensive income (loss)" on the consolidated balance sheet and reclassified to "net gain (loss) from disposal of discontinued operations, net of tax" on the consolidated statement of operations and comprehensive income (loss).
|
4.
|
Acquisitions
|
Final Purchase Price Allocation
|
|
||
Current assets
|
$
|
15,306
|
|
Property and equipment
|
444,394
|
|
|
Goodwill
(a)
|
331,775
|
|
|
Other intangible assets, net
|
254,079
|
|
|
Current liabilities
|
(20,233
|
)
|
|
Other non-current liabilities
|
(37,356
|
)
|
|
Net assets acquired
(b)
|
$
|
987,965
|
|
(a)
|
The final purchase price allocation for the Sunesys Acquisition resulted in the recognition of goodwill based on the Company's expectation to leverage the Sunesys fiber footprint to support new small cell networks. The Sunesys fiber is complementary to the Company's existing fiber assets and is located where the Company expects to see wireless carrier network investments.
|
(b)
|
Assets acquired in the Sunesys Acquisition are included in the Company's REIT and as such, no deferred taxes were recorded in connection with the Sunesys Acquisition.
|
5.
|
Property and Equipment
|
|
Estimated Useful Lives
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
(b)
|
|||||
Land
(a)
|
—
|
|
$
|
1,747,335
|
|
|
$
|
1,617,919
|
|
Buildings
|
40 years
|
|
110,641
|
|
|
86,760
|
|
||
Towers and small cells
|
1-20 years
|
|
13,825,394
|
|
|
12,993,115
|
|
||
Information technology assets and other
|
2-7 years
|
|
278,489
|
|
|
239,332
|
|
||
Construction in process
|
—
|
|
456,675
|
|
|
441,806
|
|
||
Total gross property and equipment
|
|
|
16,418,534
|
|
|
15,378,932
|
|
||
Less: accumulated depreciation
|
|
|
(6,613,219
|
)
|
|
(5,798,875
|
)
|
||
Total property and equipment, net
|
|
|
$
|
9,805,315
|
|
|
$
|
9,580,057
|
|
(a)
|
Includes land owned in fee and perpetual easements.
|
(b)
|
The above table reflects a revision from the Company’s 2015 Annual Report on Form 10-K relating to the classification of certain construction in process projects. In connection with this revision, the Company reclassified
$137.0 million
from construction in process to towers and small cells.
|
6.
|
Goodwill and Intangible Assets
|
Balance as of December 31, 2014
|
$
|
5,196,485
|
|
Additions due to Sunesys Acquisition
(a)
|
325,696
|
|
|
Additions due to other acquisitions
|
41,542
|
|
|
Adjustments to purchase price allocations, net
|
(50,172
|
)
|
|
Balance as of December 31, 2015
|
$
|
5,513,551
|
|
Additions due to TDC Acquisition
(b)
|
210,905
|
|
|
Additions due to other acquisitions
|
28,486
|
|
|
Adjustments to purchase price allocations and other, net
|
4,734
|
|
|
Balance as of December 31, 2016
|
$
|
5,757,676
|
|
(a)
|
The purchase price allocation for the Sunesys Acquisition resulted in the recognition of goodwill
based on the Company's expectation to leverage the Sunesys fiber footprint to support new small cell networks. The Sunesys fiber is complementary to the Company's existing fiber assets and is located where the Company expects to see wireless carrier network investments.
See note
4
.
|
(b)
|
The preliminary purchase price allocation for the TDC Acquisition resulted in the recognition of goodwill in the towers segment because of the anticipated growth opportunity in the acquired tower portfolio. See note 4.
|
|
For Years Ended December 31,
|
||||||||||
Classification
|
2016
|
|
2015
|
|
2014
|
||||||
Depreciation, amortization and accretion
|
$
|
264,656
|
|
|
$
|
251,443
|
|
|
$
|
242,967
|
|
Site rental costs of operations
|
19,367
|
|
|
20,420
|
|
|
22,105
|
|
|||
Total amortization expense
|
$
|
284,023
|
|
|
$
|
271,863
|
|
|
$
|
265,072
|
|
|
Years Ending December 31,
|
||||||||||||||||||
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
||||||||||
Estimated annual amortization
|
$
|
285,556
|
|
|
$
|
285,109
|
|
|
$
|
284,615
|
|
|
$
|
284,219
|
|
|
$
|
283,534
|
|
7.
|
Other Liabilities
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Deferred rental revenues
|
|
$
|
983,263
|
|
|
$
|
864,269
|
|
Deferred ground lease payable
|
|
517,281
|
|
|
467,411
|
|
||
Above market leases for land interests, net
|
|
224,126
|
|
|
242,893
|
|
||
Deferred credits, net
|
|
207,992
|
|
|
239,527
|
|
||
Asset retirement obligation (see note 14)
|
|
146,100
|
|
|
132,110
|
|
||
Deferred income tax liabilities
|
|
8,075
|
|
|
2,059
|
|
||
Other long-term liabilities
|
|
392
|
|
|
367
|
|
||
|
|
$
|
2,087,229
|
|
|
$
|
1,948,636
|
|
|
Years Ending December 31,
|
||||||||||||||||||
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
||||||||||
Above-market leases for land interests
|
$
|
19,695
|
|
|
$
|
18,995
|
|
|
$
|
18,272
|
|
|
$
|
17,301
|
|
|
$
|
16,132
|
|
|
Years Ending December 31,
|
||||||||||||||||||
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
||||||||||
Below-market tenant leases
|
$
|
31,433
|
|
|
$
|
28,221
|
|
|
$
|
25,314
|
|
|
$
|
23,685
|
|
|
$
|
21,405
|
|
8.
|
Debt and Other Obligations
|
|
Original
Issue Date
|
|
Contractual
Maturity
Date
|
|
Outstanding Balance as of December 31,
|
|
Stated
Interest Rate
as of
December 31,
|
|
|||||||
|
|
|
2016
|
|
2015
|
|
2016
|
(a)
|
|||||||
Bank debt – variable rate:
|
|
|
|
|
|
|
|
|
|
|
|||||
2016 Revolver
|
Jan. 2016
|
|
Jan. 2021
|
|
$
|
—
|
|
(b)
|
$
|
—
|
|
|
N/A
|
|
(c)
|
2016 Term Loan A
|
Jan. 2016
|
|
Jan. 2021
|
|
1,954,173
|
|
|
—
|
|
|
1.9
|
%
|
(c)
|
||
2012 Revolver
|
Jan. 2012
|
|
Jan. 2019
|
|
—
|
|
|
1,125,000
|
|
|
2.2
|
%
|
|
||
Tranche A Term Loans
|
Jan. 2012
|
|
Jan. 2019
|
|
—
|
|
|
627,846
|
|
|
2.2
|
%
|
|
||
Tranche B Term Loans
|
Jan. 2012
|
|
Jan. 2021
|
|
—
|
|
|
2,219,602
|
|
|
3.0
|
%
|
|
||
Total bank debt
|
|
|
|
|
1,954,173
|
|
|
3,972,448
|
|
|
|
|
|||
Securitized debt – fixed rate:
|
|
|
|
|
|
|
|
|
|
|
|||||
Secured Notes, Series 2009-1, Class A-1
|
Jul. 2009
|
|
Aug. 2019
|
(d)
|
51,416
|
|
|
70,219
|
|
|
6.3
|
%
|
|
||
Secured Notes, Series 2009-1, Class A-2
|
Jul. 2009
|
|
Aug. 2029
|
(d)
|
68,737
|
|
|
68,658
|
|
|
9.0
|
%
|
|
||
Tower Revenue Notes, Series 2010-2
|
Jan. 2010
|
|
Jan. 2037
|
|
—
|
|
|
349,171
|
|
|
N/A
|
|
|
||
Tower Revenue Notes, Series 2010-3
|
Jan. 2010
|
|
Jan. 2040
|
(e)(f)
|
1,244,237
|
|
|
1,242,368
|
|
|
6.1
|
%
|
|
||
Tower Revenue Notes, Series 2010-5
|
Aug. 2010
|
|
Aug. 2037
|
|
—
|
|
|
298,774
|
|
|
N/A
|
|
|
||
Tower Revenue Notes, Series 2010-6
|
Aug. 2010
|
|
Aug. 2040
|
(e)(f)
|
993,557
|
|
|
991,749
|
|
|
4.9
|
%
|
|
||
Tower Revenue Notes, Series 2015-1
|
May 2015
|
|
May 2042
|
(e)(f)
|
296,573
|
|
|
295,937
|
|
|
3.2
|
%
|
|
||
Tower Revenue Notes, Series 2015-2
|
May 2015
|
|
May 2045
|
(e)(f)
|
691,285
|
|
|
690,247
|
|
|
3.7
|
%
|
|
||
Total securitized debt
|
|
|
|
|
3,345,805
|
|
|
4,007,123
|
|
|
|
|
|||
Bonds – fixed rate:
|
|
|
|
|
|
|
|
|
|
|
|||||
5.250% Senior Notes
|
Oct. 2012
|
|
Jan. 2023
|
|
1,637,099
|
|
|
1,634,989
|
|
|
5.3
|
%
|
|
||
2.381% Secured Notes
|
Dec. 2012
|
|
Dec. 2017
|
|
—
|
|
|
497,160
|
|
|
N/A
|
|
|
||
3.849% Secured Notes
|
Dec. 2012
|
|
Apr. 2023
|
|
991,279
|
|
|
989,895
|
|
|
3.8
|
%
|
|
||
4.875% Senior Notes
|
Apr. 2014
|
|
Apr. 2022
|
|
840,322
|
|
|
838,579
|
|
|
4.9
|
%
|
|
||
3.400% Senior Notes
|
Feb./May 2016
|
|
Feb. 2021
|
|
849,698
|
|
|
—
|
|
|
3.4
|
%
|
|
||
4.450% Senior Notes
|
Feb. 2016
|
|
Feb. 2026
|
|
890,118
|
|
|
—
|
|
|
4.5
|
%
|
|
||
3.700% Senior Notes
|
May 2016
|
|
June 2026
|
|
741,908
|
|
|
—
|
|
|
3.7
|
%
|
|
||
2.250% Senior Notes
|
Sept. 2016
|
|
Sept. 2021
|
|
693,893
|
|
|
—
|
|
|
2.3
|
%
|
|
||
Total bonds
|
|
|
|
|
6,644,317
|
|
|
3,960,623
|
|
|
|
|
|||
Other:
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital leases and other obligations
|
Various
|
|
Various
|
(g)
|
226,847
|
|
|
209,765
|
|
|
Various
|
|
|
||
Total debt and other obligations
|
|
|
|
|
12,171,142
|
|
|
12,149,959
|
|
|
|
|
|||
Less: current maturities and short-term debt and other current obligations
|
|
|
|
|
101,749
|
|
|
106,219
|
|
|
|
|
|||
Non-current portion of long-term debt and other long-term obligations
|
|
|
|
|
$
|
12,069,393
|
|
|
$
|
12,043,740
|
|
|
|
|
(a)
|
Represents the weighted-average stated interest rate.
|
(b)
|
As of
December 31, 2016
, the undrawn availability under the 2016 Revolver was
$2.5 billion
.
|
(c)
|
The 2016 Revolver and senior unsecured term loan A ("2016 Term Loan A") bear interest at a rate per annum equal to LIBOR plus a credit spread ranging from
1.125%
to
2.000%
, based on the Company's senior unsecured debt rating. The Company pays a commitment fee of approximately
0.200%
per annum on the undrawn available amount under the 2016 Revolver.
|
(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 Tower Revenue Notes, Series 2010-3 ("January 2010 Tower Revenue Notes"), Tower Revenue Notes, Series 2010-6 ("August 2010 Tower Revenue Notes") and Tower Revenue Notes, Series 2015-1 and 2015-2 ("May 2015 Tower Revenue Notes") are collectively referred to herein as "Tower Revenue Notes."
|
(f)
|
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. The Tower Revenue Notes have principal amounts of
$2.3 billion
,
$300.0 million
and
$700.0 million
, with anticipated repayment dates in 2020, 2022 and 2025, respectively.
|
(g)
|
The Company's capital leases and other obligations relate to land, fiber, vehicles, and other assets and bear interest rates ranging up to
10%
and mature in periods ranging from less than
one
year to approximately
30
years.
|
|
Years Ending December 31,
|
|
|
|
|
||||||||||||||||||||||||||||||
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total Cash Obligations
|
|
Unamortized Adjustments, Net
|
|
Total Debt and Other Obligations Outstanding
|
||||||||||||||||||
Scheduled contractual maturities
|
$
|
101,749
|
|
|
$
|
135,908
|
|
|
$
|
139,444
|
|
|
$
|
203,054
|
|
|
$
|
3,125,189
|
|
|
$
|
8,556,333
|
|
|
$
|
12,261,677
|
|
|
$
|
(90,535
|
)
|
|
$
|
12,171,142
|
|
|
Year Ending December 31, 2016
|
||||||||||
|
Principal Amount
|
|
Cash Paid
(a)
|
|
Gains (losses)
(b)
|
||||||
2012 Revolver
|
—
|
|
|
—
|
|
|
(1,930
|
)
|
|||
Tranche A Term Loans
|
629,375
|
|
|
629,375
|
|
|
(1,498
|
)
|
|||
Tranche B Term Loans
|
2,247,015
|
|
|
2,247,015
|
|
|
(27,122
|
)
|
|||
Tower Revenue Notes, Series 2010-2
|
350,000
|
|
|
352,796
|
|
|
(3,338
|
)
|
|||
Tower Revenue Notes, Series 2010-5
|
300,000
|
|
|
307,176
|
|
|
(8,129
|
)
|
|||
2.381% Secured Notes
|
500,000
|
|
|
508,472
|
|
|
(10,274
|
)
|
|||
Total
|
$
|
4,026,390
|
|
|
$
|
4,044,834
|
|
|
$
|
(52,291
|
)
|
(a)
|
Exclusive of accrued interest.
|
(b)
|
Inclusive of $
33.8 million
related to the write off of deferred financing costs.
|
|
Year Ending December 31, 2015
|
||||||||||
|
Principal Amount
|
|
Cash Paid
(a)
|
|
Gains (losses)
(b)
|
||||||
August 2010 Tower Revenue Notes
|
250,000
|
|
|
250,000
|
|
|
(159
|
)
|
|||
WCP Securitized Notes
|
252,830
|
|
|
252,830
|
|
|
2,105
|
|
|||
Tranche B Term Loans
|
564,137
|
|
|
564,137
|
|
|
(6,127
|
)
|
|||
Other
|
2,394
|
|
|
2,370
|
|
|
24
|
|
|||
Total
|
$
|
1,069,361
|
|
|
$
|
1,069,337
|
|
|
$
|
(4,157
|
)
|
(a)
|
Exclusive of accrued interest.
|
(b)
|
Inclusive of
$4.2 million
related to the net write off of deferred financing costs, premiums and discounts.
|
|
Year Ending December 31, 2014
|
||||||||||
|
Principal Amount
|
|
Cash Paid
(a)
|
|
Gains (losses)
(b)
|
||||||
January 2010 Tower Revenue Notes
|
300,000
|
|
|
302,990
|
|
|
(3,740
|
)
|
|||
7.125% Senior Notes
|
500,000
|
|
|
533,909
|
|
|
(40,889
|
)
|
|||
Total
|
$
|
800,000
|
|
|
$
|
836,899
|
|
|
$
|
(44,629
|
)
|
(a)
|
Exclusive of accrued interest.
|
(b)
|
The losses predominately relate to cash losses, including make whole payments and are inclusive of
$7.7 million
related to the write off of deferred financing costs and discounts.
|
9.
|
Swaps
|
Item Swapped
|
|
Notional
Amount
|
|
Forward Rate
|
|
Start Date
|
|
End Date
|
|
Pay Amount
|
|
Receive Amount
|
|
Fair Value at
December 31, 2016
|
|
May 2015 cash receipt from sale of CCAL
|
|
A$1,400,000
|
|
0.8072
|
|
May 2015
|
|
June 2015
|
|
Australian Dollar
|
|
US Dollar
|
|
N/A
|
(a)
|
Installment payment from Buyer
|
|
A$155,000
|
|
0.79835
|
|
May 2015
|
|
January 2016
|
|
Australian Dollar
|
|
US Dollar
|
|
N/A
|
(b)
|
(a)
|
In conjunction with closing the CCAL sale on May 28, 2015, the Company cash settled the swap with a notional value of Australian dollar $
1.4 billion
and recorded a gain on foreign currency swaps of $
54.5 million
, which is included as a component of "other income (expense)" on the Company's consolidated statement of operations.
|
(b)
|
As of
December 31, 2015
, the Company marked-to-market the swap with a notional value of Australian dollar $
155 million
and recorded (1) an asset within "other current assets" on the Company's consolidated balance sheet and (2) a corresponding gain on foreign currency swaps
, which is included as a component of "other income (expense)"
on the Company's consolidated statement of operations.
In January 2016, the previously outstanding swap related to the installment payment received from the Buyer was settled.
|
10.
|
Fair Value Disclosures
|
|
Level in Fair Value Hierarchy
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
1
|
|
$
|
567,599
|
|
|
$
|
567,599
|
|
|
$
|
178,810
|
|
|
$
|
178,810
|
|
Restricted cash
|
1
|
|
129,547
|
|
|
129,547
|
|
|
135,731
|
|
|
135,731
|
|
||||
Foreign currency swaps
|
2
|
|
—
|
|
|
—
|
|
|
10,479
|
|
|
10,479
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Debt and other obligations
|
2
|
|
$
|
12,171,142
|
|
|
$
|
12,660,013
|
|
|
$
|
12,149,959
|
|
|
$
|
12,555,143
|
|
11.
|
Income Taxes
|
(a)
|
Inclusive of income (loss) before income taxes from Puerto Rico.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(227
|
)
|
|
$
|
495
|
|
|
$
|
213
|
|
Foreign
|
(6,820
|
)
|
|
(5,675
|
)
|
|
(6,413
|
)
|
|||
State
|
(1,231
|
)
|
|
(3,981
|
)
|
|
(4,415
|
)
|
|||
Total current
|
(8,278
|
)
|
|
(9,161
|
)
|
|
(10,615
|
)
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(7,968
|
)
|
|
44,716
|
|
|
23,070
|
|
|||
Foreign
|
(601
|
)
|
|
(1,048
|
)
|
|
(819
|
)
|
|||
State
|
(34
|
)
|
|
16,950
|
|
|
(392
|
)
|
|||
Total deferred
|
(8,603
|
)
|
|
60,618
|
|
|
21,859
|
|
|||
Total tax benefit (provision)
|
$
|
(16,881
|
)
|
|
$
|
51,457
|
|
|
$
|
11,244
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Benefit (provision) for income taxes at statutory rate
|
$
|
(130,849
|
)
|
|
$
|
(165,840
|
)
|
|
$
|
(117,274
|
)
|
Tax effect of foreign income (losses)
|
1,215
|
|
|
(527
|
)
|
|
(4,296
|
)
|
|||
Tax adjustment related to REIT operations
|
121,092
|
|
|
186,649
|
|
|
132,951
|
|
|||
Tax adjustment related to the inclusion of small cells in the REIT
(a)
|
—
|
|
|
33,759
|
|
|
—
|
|
|||
Expenses for which no federal tax benefit was recognized
|
(43
|
)
|
|
(414
|
)
|
|
(463
|
)
|
|||
Valuation allowances
|
(21
|
)
|
|
3,000
|
|
|
9,000
|
|
|||
State tax (provision) benefit, net of federal
|
(1,085
|
)
|
|
1,210
|
|
|
(3,136
|
)
|
|||
Foreign tax
|
(7,421
|
)
|
|
(6,723
|
)
|
|
(7,232
|
)
|
|||
Other
|
231
|
|
|
343
|
|
|
1,694
|
|
|||
|
$
|
(16,881
|
)
|
|
$
|
51,457
|
|
|
$
|
11,244
|
|
(a)
|
During the fourth quarter of 2015, the Company de-recognized the net deferred tax liabilities related to the Company's small cells previously included in one or more TRSs in conjunction with the inclusion of small cells in the REIT in January 2016.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Property and equipment
|
$
|
3,945
|
|
|
$
|
334
|
|
Deferred site rental receivable
|
6,192
|
|
|
5,742
|
|
||
Intangible assets
|
—
|
|
|
—
|
|
||
Total deferred income tax liabilities
|
10,137
|
|
|
6,076
|
|
||
Deferred income tax assets:
|
|
|
|
||||
Intangible assets
|
22,377
|
|
|
40,654
|
|
||
Net operating loss carryforwards
|
21,143
|
|
|
7,891
|
|
||
Deferred ground lease payable
|
1,646
|
|
|
1,312
|
|
||
Accrued liabilities
|
5,511
|
|
|
4,183
|
|
||
Receivables allowance
|
383
|
|
|
196
|
|
||
Other
|
1,726
|
|
|
1,252
|
|
||
Valuation allowances
|
(6,627
|
)
|
|
(1,994
|
)
|
||
Total deferred income tax assets, net
|
46,159
|
|
|
53,494
|
|
||
Net deferred income tax asset (liabilities)
|
$
|
36,022
|
|
|
$
|
47,418
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
Classification
|
Gross
|
|
Valuation
Allowance
|
|
Net
|
|
Gross
|
|
Valuation
Allowance
|
|
Net
|
||||||||||||
Federal
|
$
|
42,948
|
|
|
$
|
(21
|
)
|
|
$
|
42,927
|
|
|
$
|
48,273
|
|
|
$
|
—
|
|
|
$
|
48,273
|
|
State
|
1,170
|
|
|
—
|
|
|
1,170
|
|
|
1,203
|
|
|
—
|
|
|
1,203
|
|
||||||
Foreign
|
(1,469
|
)
|
|
(6,606
|
)
|
|
(8,075
|
)
|
|
(64
|
)
|
|
(1,994
|
)
|
|
(2,058
|
)
|
||||||
Total
|
$
|
42,649
|
|
|
$
|
(6,627
|
)
|
|
$
|
36,022
|
|
|
$
|
49,412
|
|
|
$
|
(1,994
|
)
|
|
$
|
47,418
|
|
|
Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Balance at beginning of year
|
$
|
6,770
|
|
|
$
|
8,333
|
|
Additions based on prior year tax positions
|
116
|
|
|
212
|
|
||
Reductions as a result of the lapse of statute limitations
|
(3,806
|
)
|
|
(1,775
|
)
|
||
Balance at end of year
|
$
|
3,080
|
|
|
$
|
6,770
|
|
12.
|
Equity
|
Equity Type
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Dividends Per Share
|
|
Aggregate
Payment
Amount
(In millions)
|
|
||||
Common Stock
|
|
February 18, 2016
|
|
March 18, 2016
|
|
March 31, 2016
|
|
$
|
0.885
|
|
|
$
|
300.0
|
|
(a)
|
Common Stock
|
|
May 20, 2016
|
|
June 17, 2016
|
|
June 30, 2016
|
|
$
|
0.885
|
|
|
$
|
300.8
|
|
(a)
|
Common Stock
|
|
August 2, 2016
|
|
September 16, 2016
|
|
September 30, 2016
|
|
$
|
0.885
|
|
|
$
|
300.3
|
|
(a)
|
Common Stock
|
|
October 18, 2016
|
|
December 16, 2016
|
|
December 30, 2016
|
|
$
|
0.95
|
|
|
$
|
344.5
|
|
(a)
|
Convertible Preferred Stock
|
|
December 16, 2015
|
|
January 16, 2016
|
|
February 1, 2016
|
|
$
|
1.125
|
|
|
$
|
11.0
|
|
|
Convertible Preferred Stock
|
|
March 22, 2016
|
|
April 15, 2016
|
|
May 2, 2016
|
|
$
|
1.125
|
|
|
$
|
11.0
|
|
|
Convertible Preferred Stock
|
|
June 28, 2016
|
|
July 15, 2016
|
|
August 1, 2016
|
|
$
|
1.125
|
|
|
$
|
11.0
|
|
|
Convertible Preferred Stock
|
|
September 17, 2016
|
|
October 15, 2016
|
|
November 1, 2016
|
|
$
|
1.125
|
|
|
$
|
11.0
|
|
|
(a)
|
Inclusive of dividends accrued for holders of unvested RSUs and payments of previously accrued dividends for holders of RSUs that have vested during the year ended
December 31, 2016
.
|
Equity Type
|
|
Payment Date
|
|
Dividends Per Share
|
|
Ordinary Taxable Dividend Per Share
|
|
Qualified Taxable Dividend Per Share
(a)
|
|
Long-Term Capital Gain Distribution Per Share
|
|
Non-Taxable Distribution (per share)
|
||||||||||
Common Stock
|
|
March 31, 2016
|
|
$
|
0.885
|
|
|
$
|
0.725
|
|
|
$
|
0.019
|
|
|
$
|
0.076
|
|
|
$
|
0.084
|
|
Common Stock
|
|
June 30, 2016
|
|
$
|
0.885
|
|
|
$
|
0.725
|
|
|
$
|
0.019
|
|
|
$
|
0.076
|
|
|
$
|
0.084
|
|
Common Stock
|
|
September 30, 2016
|
|
$
|
0.885
|
|
|
$
|
0.725
|
|
|
$
|
0.019
|
|
|
$
|
0.076
|
|
|
$
|
0.084
|
|
Common Stock
|
|
December 30, 2016
|
|
$
|
0.950
|
|
|
$
|
0.779
|
|
|
$
|
0.021
|
|
|
$
|
0.081
|
|
|
$
|
0.090
|
|
Convertible Preferred Stock
|
|
February 1, 2016
|
|
$
|
1.125
|
|
|
$
|
1.029
|
|
|
$
|
0.025
|
|
|
$
|
0.096
|
|
|
$
|
—
|
|
Convertible Preferred Stock
|
|
May 2, 2016
|
|
$
|
1.125
|
|
|
$
|
1.029
|
|
|
$
|
0.025
|
|
|
$
|
0.096
|
|
|
$
|
—
|
|
Convertible Preferred Stock
|
|
August 1, 2016
|
|
$
|
1.125
|
|
|
$
|
1.029
|
|
|
$
|
0.025
|
|
|
$
|
0.096
|
|
|
$
|
—
|
|
Convertible Preferred Stock
|
|
November 1, 2016
|
|
$
|
1.125
|
|
|
$
|
1.029
|
|
|
$
|
0.025
|
|
|
$
|
0.096
|
|
|
$
|
—
|
|
(a)
|
Qualified taxable dividend amounts are included in ordinary taxable dividend amounts.
|
13.
|
Stock-based Compensation
|
|
RSAs
|
|
RSUs
|
||
|
(In thousands)
|
|
(In thousands)
|
||
Outstanding at the beginning of year
|
663
|
|
|
1,777
|
|
Granted
|
—
|
|
|
1,285
|
|
Vested
|
(500
|
)
|
|
(328
|
)
|
Forfeited
|
(163
|
)
|
|
(57
|
)
|
Outstanding at end of year
|
—
|
|
|
2,677
|
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Risk-free rate
|
0.9
|
%
|
|
1.0
|
%
|
|
0.7
|
%
|
Expected volatility
|
19
|
%
|
|
19
|
%
|
|
22
|
%
|
Expected dividend rate
|
4.24
|
%
|
|
4.21
|
%
|
|
1.93
|
%
|
Years Ended December 31,
|
|
Total Shares
Vested
|
|
Fair Value on
Vesting Date
|
|||
|
|
(In thousands
of shares)
|
|
|
|||
2016
|
|
828
|
|
|
$
|
71,325
|
|
2015
|
|
946
|
|
|
83,244
|
|
|
2014
|
|
842
|
|
|
62,686
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Stock-based compensation expense:
|
|
|
|
|
|
||||||
Site rental costs of operations
|
$
|
14,371
|
|
|
$
|
8,969
|
|
|
$
|
6,565
|
|
Network services and other costs of operations
|
7,717
|
|
|
5,370
|
|
|
4,889
|
|
|||
General and administrative expenses
|
74,450
|
|
|
52,809
|
|
|
44,977
|
|
|||
Total stock-based compensation
|
$
|
96,538
|
|
|
$
|
67,148
|
|
|
$
|
56,431
|
|
14.
|
Commitments and Contingencies
|
15.
|
Operating Leases
|
|
Years Ending December 31,
|
||||||||||||||||||||||||||
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
Tenant leases
|
$
|
2,990,915
|
|
|
$
|
2,921,032
|
|
|
$
|
2,829,987
|
|
|
$
|
2,642,677
|
|
|
$
|
2,530,603
|
|
|
$
|
5,249,189
|
|
|
$
|
19,164,403
|
|
|
Years Ending December 31,
|
||||||||||||||||||||||||||
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
Operating leases
|
$
|
573,708
|
|
|
$
|
577,578
|
|
|
$
|
581,588
|
|
|
$
|
579,193
|
|
|
$
|
579,585
|
|
|
$
|
7,741,651
|
|
|
$
|
10,633,303
|
|
16.
|
Operating Segments and Concentrations of Credit Risk
|
|
Year Ending December 31, 2016
|
||||||||||||||
|
Towers
|
|
Small Cells
|
|
Other
|
|
Consolidated
Total
|
||||||||
Segment site rental revenues
|
$
|
2,830,708
|
|
|
$
|
402,599
|
|
|
|
|
$
|
3,233,307
|
|
||
Segment network services and other revenues
|
603,689
|
|
|
84,229
|
|
|
|
|
687,918
|
|
|||||
Segment revenues
|
3,434,397
|
|
|
486,828
|
|
|
|
|
3,921,225
|
|
|||||
Segment site rental cost of operations
|
840,209
|
|
|
147,459
|
|
|
|
|
987,668
|
|
|||||
Segment network services and other cost of operations
|
344,595
|
|
|
64,859
|
|
|
|
|
409,454
|
|
|||||
Segment cost of operations
(a)
|
1,184,804
|
|
|
212,318
|
|
|
|
|
1,397,122
|
|
|||||
Segment site rental gross margin
|
1,990,499
|
|
|
255,140
|
|
|
|
|
2,245,639
|
|
|||||
Segment network services and other gross margin
|
259,094
|
|
|
19,370
|
|
|
|
|
278,464
|
|
|||||
Segment general and administrative expenses
(a)
|
92,903
|
|
|
60,676
|
|
|
143,001
|
|
|
296,580
|
|
||||
Segment operating profit
|
2,156,690
|
|
|
213,834
|
|
|
(143,001
|
)
|
|
2,227,523
|
|
||||
Stock-based compensation expense
|
|
|
|
|
96,538
|
|
|
96,538
|
|
||||||
Depreciation, amortization and accretion
|
|
|
|
|
1,108,551
|
|
|
1,108,551
|
|
||||||
Interest expense and amortization of deferred financing costs
|
|
|
|
|
515,032
|
|
|
515,032
|
|
||||||
Other income (expenses) to reconcile to income (loss) from continuing operations before income taxes
(b)
|
|
|
|
|
133,548
|
|
|
133,548
|
|
||||||
Income (loss) from continuing operations before income taxes
|
|
|
|
|
|
|
$
|
373,854
|
|
||||||
Capital expenditures
|
$
|
429,526
|
|
|
$
|
409,710
|
|
|
$
|
34,647
|
|
|
$
|
873,883
|
|
Total assets (at period end)
|
$
|
18,394,572
|
|
|
$
|
3,440,600
|
|
|
$
|
839,920
|
|
|
$
|
22,675,092
|
|
Total goodwill (at period end)
|
$
|
5,114,639
|
|
|
$
|
643,037
|
|
|
$
|
—
|
|
|
$
|
5,757,676
|
|
(a)
|
Segment cost of operations exclude (1) stock-based compensation expense of
$22.1 million
for the year ended
December 31, 2016
and (2) prepaid lease purchase price adjustments of
$21.3 million
for the year ended
December 31, 2016
. Segment general and administrative expenses exclude stock-based compensation expense of
$74.5 million
for the year ended
December 31, 2016
.
|
(b)
|
See consolidated statement of operations for further information.
|
|
Year Ending December 31, 2015
|
||||||||||||||
|
Towers
|
|
Small Cells
|
|
Other
|
|
Consolidated
Total
|
||||||||
Segment site rental revenues
|
$
|
2,734,045
|
|
|
$
|
284,368
|
|
|
|
|
$
|
3,018,413
|
|
||
Segment network services and other revenues
|
591,655
|
|
|
53,783
|
|
|
|
|
645,438
|
|
|||||
Segment revenues
|
3,325,700
|
|
|
338,151
|
|
|
|
|
3,663,851
|
|
|||||
Segment site rental cost of operations
|
827,175
|
|
|
107,195
|
|
|
|
|
934,370
|
|
|||||
Segment network services and other cost of operations
|
309,025
|
|
|
43,162
|
|
|
|
|
352,187
|
|
|||||
Segment cost of operations
(a)
|
1,136,200
|
|
|
150,357
|
|
|
|
|
1,286,557
|
|
|||||
Segment site rental gross margin
|
1,906,870
|
|
|
177,173
|
|
|
|
|
2,084,043
|
|
|||||
Segment network services and other gross margin
|
282,630
|
|
|
10,621
|
|
|
|
|
293,251
|
|
|||||
Segment general and administrative expenses
(a)
|
91,899
|
|
|
38,379
|
|
|
127,833
|
|
|
258,111
|
|
||||
Segment operating profit
|
2,097,601
|
|
|
149,415
|
|
|
(127,833
|
)
|
|
2,119,183
|
|
||||
Stock-based compensation expense
|
|
|
|
|
67,148
|
|
|
67,148
|
|
||||||
Depreciation, amortization and accretion
|
|
|
|
|
1,036,178
|
|
|
1,036,178
|
|
||||||
Interest expense and amortization of deferred financing costs
|
|
|
|
|
527,128
|
|
|
527,128
|
|
||||||
Other income (expenses) to reconcile to income (loss) from continuing operations before income taxes
(b)
|
|
|
|
|
14,900
|
|
|
14,900
|
|
||||||
Income (loss) from continuing operations before income taxes
|
|
|
|
|
|
|
$
|
473,829
|
|
||||||
Capital expenditures
|
$
|
564,753
|
|
|
$
|
314,882
|
|
|
$
|
29,257
|
|
|
$
|
908,892
|
|
Total assets (at period end)
|
$
|
17,974,847
|
|
|
$
|
3,511,956
|
|
|
$
|
450,163
|
|
|
$
|
21,936,966
|
|
Total goodwill (at period end)
|
$
|
4,863,847
|
|
|
$
|
649,704
|
|
|
$
|
—
|
|
|
$
|
5,513,551
|
|
(a)
|
Segment cost of operations exclude (1) stock-based compensation expense of
$14.3 million
for the year ended
December 31, 2015
and (2) prepaid lease purchase price adjustments of
$20.5 million
for the year ended
December 31, 2015
. Segment general and administrative expenses exclude stock-based compensation expense of
$52.8 million
for the year ended
December 31, 2015
.
|
(b)
|
See consolidated statement of operations for further information.
|
|
Year Ending December 31, 2014
|
|||||||||||||
|
Towers
|
|
Small Cells
|
|
Other
|
|
Consolidated
Total
|
|||||||
Segment site rental revenues
|
$
|
2,677,932
|
|
|
$
|
188,681
|
|
|
|
|
$
|
2,866,613
|
|
|
Segment network services and other revenues
|
631,787
|
|
|
40,356
|
|
|
|
|
672,143
|
|
||||
Segment revenues
|
3,309,719
|
|
|
229,037
|
|
|
|
|
3,538,756
|
|
||||
Segment site rental cost of operations
|
814,332
|
|
|
65,282
|
|
|
|
|
879,614
|
|
||||
Segment network services and other cost of operations
|
359,901
|
|
|
35,663
|
|
|
|
|
395,564
|
|
||||
Segment cost of operations
(a)
|
1,174,233
|
|
|
100,945
|
|
|
|
|
1,275,178
|
|
||||
Segment site rental gross margin
|
1,863,600
|
|
|
123,399
|
|
|
|
|
1,986,999
|
|
||||
Segment network services and other gross margin
|
271,886
|
|
|
4,693
|
|
|
|
|
276,579
|
|
||||
Segment general and administrative expenses
(a)
|
78,523
|
|
|
25,869
|
|
|
107,929
|
|
|
212,321
|
|
|||
Segment operating profit
|
2,056,963
|
|
|
102,223
|
|
|
(107,929
|
)
|
|
2,051,257
|
|
|||
Stock-based compensation expense
|
|
|
|
|
56,432
|
|
|
56,432
|
|
|||||
Depreciation, amortization and accretion
|
|
|
|
|
985,781
|
|
|
985,781
|
|
|||||
Interest expense and amortization of deferred financing costs
|
|
|
|
|
573,291
|
|
|
573,291
|
|
|||||
Other income (expenses) to reconcile to income (loss) from continuing operations before income taxes
(b)
|
|
|
|
|
100,683
|
|
|
100,683
|
|
|||||
Income (loss) from continuing operations before income taxes
|
|
|
|
|
|
|
$
|
335,070
|
|
(a)
|
Segment cost of operations exclude (1) stock-based compensation expense of
$11.5 million
for the year ended
December 31, 2014
and (2) prepaid lease purchase price adjustments of
$20.0 million
for the year ended
December 31, 2014
. Segment general and administrative expenses exclude stock-based compensation expense of
$44.9 million
for the year ended
December 31, 2014
.
|
(b)
|
See consolidated statement of operations for further information.
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
AT&T
|
27
|
%
|
|
27
|
%
|
|
26
|
%
|
T-Mobile
|
23
|
%
|
|
22
|
%
|
|
21
|
%
|
Verizon Wireless
|
22
|
%
|
|
21
|
%
|
|
18
|
%
|
Sprint
|
16
|
%
|
|
19
|
%
|
|
25
|
%
|
Total
|
88
|
%
|
|
89
|
%
|
|
90
|
%
|
17.
|
Supplemental Cash Flow Information
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
470,655
|
|
|
$
|
489,970
|
|
|
$
|
491,076
|
|
Income taxes paid
|
13,821
|
|
|
28,771
|
|
|
18,770
|
|
|||
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Increase (decrease) in accounts payable for purchases of property and equipment
|
17,922
|
|
|
(7,042
|
)
|
|
11,407
|
|
|||
Purchase of property and equipment under capital leases and installment land purchases
|
52,322
|
|
|
60,270
|
|
|
43,609
|
|
|||
Installment payment receivable for sale of CCAL (see note 3)
|
—
|
|
|
117,384
|
|
|
—
|
|
18.
|
Quarterly Financial Information (Unaudited)
|
|
Three Months Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2016:
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
934,384
|
|
|
$
|
962,409
|
|
|
$
|
992,016
|
|
|
$
|
1,032,416
|
|
Operating income (loss)
|
211,739
|
|
|
231,185
|
|
|
244,254
|
|
|
262,038
|
|
||||
Gains (losses) on retirement of long-term obligations
|
(30,550
|
)
|
|
(11,467
|
)
|
|
(10,274
|
)
|
|
—
|
|
||||
Benefit (provision) for income taxes
|
(3,872
|
)
|
|
(3,884
|
)
|
|
(5,041
|
)
|
|
(4,084
|
)
|
||||
Net income (loss) attributable to CCIC stockholders
|
47,840
|
|
|
86,058
|
|
|
98,366
|
|
|
124,709
|
|
||||
Net income (loss) attributable to CCIC common stockholders, per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.11
|
|
|
$
|
0.22
|
|
|
$
|
0.26
|
|
|
$
|
0.36
|
|
Diluted
|
$
|
0.11
|
|
|
$
|
0.22
|
|
|
$
|
0.26
|
|
|
$
|
0.36
|
|
|
Three Months Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2015:
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
900,471
|
|
|
$
|
899,437
|
|
|
$
|
918,107
|
|
|
$
|
945,836
|
|
Operating income (loss)
|
244,911
|
|
|
240,731
|
|
|
230,802
|
|
|
229,736
|
|
||||
Gains (losses) on retirement of long-term obligations
|
24
|
|
|
(4,181
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit (provision) for income taxes
(a)
|
1,435
|
|
|
4,144
|
|
|
3,801
|
|
|
42,077
|
|
||||
Net income (loss) attributable to CCIC stockholders
|
122,791
|
|
|
1,153,360
|
|
|
103,779
|
|
|
141,062
|
|
||||
Net income (loss) attributable to CCIC common stockholders, per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.34
|
|
|
$
|
3.43
|
|
|
$
|
0.28
|
|
|
$
|
0.39
|
|
Diluted
|
$
|
0.34
|
|
|
$
|
3.42
|
|
|
$
|
0.28
|
|
|
$
|
0.39
|
|
(a)
|
Inclusive of the tax adjustment of
$33.8 million
in conjunction with the inclusion of small cells in the REIT in January 2016 . See also notes
11
and
19
.
|
19.
|
Subsequent Events
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the Company's assets that could have a material effect on the financial statements.
|
Plan category
(a)
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance
|
|
||||
|
(In shares)
|
|
(In dollars
per share)
|
|
(In shares)
|
|
||||
Equity compensation plans approved by security holders
|
—
|
|
|
$
|
—
|
|
|
11,969,790
|
|
(b)
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
—
|
|
|
$
|
—
|
|
|
11,969,790
|
|
|
(a)
|
See note
13
to the consolidated financial statements for more detailed information regarding the registrant's equity compensation plans.
|
(b)
|
Of these shares remaining available for future issuance, 2,677,441 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
45
.
|
|
|
|
Additions
|
|
Deductions
|
|
|
|
|
||||||||||||||
|
Balance at
Beginning
of Year
|
|
Charged to
Operations
|
|
Credited to
Operations
|
|
Written Off
|
|
Effect of
Exchange Rate
Changes
|
|
Balance at
End of
Year
|
||||||||||||
Allowance for Doubtful Accounts Receivable:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2016
|
$
|
9,574
|
|
|
$
|
4,873
|
|
|
$
|
—
|
|
|
$
|
(3,133
|
)
|
|
$
|
—
|
|
|
$
|
11,314
|
|
2015
|
$
|
10,037
|
|
|
$
|
2,958
|
|
|
$
|
—
|
|
|
$
|
(3,421
|
)
|
|
$
|
—
|
|
|
$
|
9,574
|
|
2014
|
$
|
7,547
|
|
|
$
|
3,101
|
|
|
$
|
—
|
|
|
$
|
(611
|
)
|
|
$
|
—
|
|
|
$
|
10,037
|
|
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
2016
|
$
|
1,994
|
|
|
$
|
586
|
|
|
$
|
—
|
|
|
$
|
(2,236
|
)
|
|
$
|
—
|
|
|
$
|
6,283
|
|
|
$
|
6,627
|
|
2015
|
$
|
21,038
|
|
|
$
|
164
|
|
|
$
|
—
|
|
|
$
|
(3,000
|
)
|
|
$
|
—
|
|
|
$
|
(16,208
|
)
|
|
$
|
1,994
|
|
2014
|
$
|
27,264
|
|
|
$
|
1,797
|
|
|
$
|
—
|
|
|
$
|
(9,106
|
)
|
|
$
|
—
|
|
|
$
|
1,083
|
|
|
$
|
21,038
|
|
(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
|
||||||
40,153 towers
(1)
|
$
|
7,211,677
|
|
(2)
|
(3)
|
(3)
|
$
|
16,120,896
|
|
(4)
|
$
|
(6,446,448
|
)
|
Various
|
Various
|
Up to 20 years
|
(1)
|
Amount is exclusive of small cell nodes. No single tower exceeds 5% of the aggregate gross amounts at which the assets were carried at the close of the period set forth in the table above.
|
(2)
|
As of
December 31, 2016
,
$4.6 billion
of the Company's debt is secured by (1) a security interest in substantially all of the applicable issuers' assignable personal property, (2) a pledge of the equity interests in each applicable issuer, and (3) a security interest in the applicable issuers' leases with tenants to lease tower space (space licenses).
|
(3)
|
The Company has omitted this information, as it would be impracticable to compile such information on a tower-by-tower basis.
|
(4)
|
Does not include those towers under construction.
|
|
2016
|
|
2015
|
||||
Gross amount at beginning
|
$
|
15,110,835
|
|
|
$
|
13,795,914
|
|
Additions during period:
|
|
|
|
||||
Acquisitions through foreclosure
|
—
|
|
|
—
|
|
||
Other acquisitions
(1)(2)
|
130,139
|
|
|
424,919
|
|
||
Wireless infrastructure construction and improvements
|
709,538
|
|
|
713,465
|
|
||
Purchase of land interests
|
74,579
|
|
|
90,496
|
|
||
Sustaining capital expenditures
|
55,417
|
|
|
75,888
|
|
||
Other
(3)
|
95,049
|
|
|
61,801
|
|
||
Total additions
|
1,064,722
|
|
|
1,366,569
|
|
||
Deductions during period:
|
|
|
|
||||
Cost of real estate sold or disposed
|
(54,661
|
)
|
|
(51,648
|
)
|
||
Other
|
—
|
|
|
—
|
|
||
Total deductions:
|
(54,661
|
)
|
|
(51,648
|
)
|
||
Balance at end
|
$
|
16,120,896
|
|
|
$
|
15,110,835
|
|
(1)
|
Inclusive of changes between the final purchase price allocation and the preliminary purchase price allocations.
|
(2)
|
Includes acquisitions of wireless infrastructure.
|
(3)
|
Predominately relates to the purchase of property and equipment under capital leases and installment land purchases.
|
|
2016
|
|
2015
|
||||
Gross amount of accumulated depreciation at beginning
|
$
|
(5,648,598
|
)
|
|
$
|
(4,917,542
|
)
|
Additions during period:
|
|
|
|
||||
Depreciation
|
(810,549
|
)
|
|
(759,332
|
)
|
||
Total additions
|
(810,549
|
)
|
|
(759,332
|
)
|
||
Deductions during period:
|
|
|
|
||||
Amount for assets sold or disposed
|
24,190
|
|
|
23,946
|
|
||
Other
|
(11,491
|
)
|
|
4,330
|
|
||
Total deductions
|
12,699
|
|
|
28,276
|
|
||
Balance at end
|
$
|
(6,446,448
|
)
|
|
$
|
(5,648,598
|
)
|
Exhibit Number
|
|
Exhibit Description
|
|
(ii)
|
1.1
|
|
Form of Sales Agreement, dated August 28, 2015, between Crown Castle International Corp. and each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC, Mizuho Securities USA Inc., Mitsubishi UFJ Securities (USA), Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC
|
(cc)
|
2.1
|
|
Agreement and Plan of Merger by and between Crown Castle International Corp. and Crown Castle REIT Inc., dated September 19, 2014
|
(a)
|
2.2
|
|
Formation Agreement, dated December 8, 1998, relating to the formation of Crown Atlantic Company LLC, Crown Atlantic Holding Sub LLC, and Crown Atlantic Holding Company LLC
|
(b)
|
2.3
|
|
Amendment Number 1 to Formation Agreement, dated March 31, 1999, among Crown Castle International Corp., Cellco Partnership, doing business as Bell Atlantic Mobile, certain Transferring Partnerships and CCA Investment Corp.
|
(g)
|
2.4
|
|
Crown Atlantic Holding Company LLC Amended and Restated Operating Agreement, dated May 1, 2003, by and between Bell Atlantic Mobile, Inc. and CCA Investment Corp.
|
(b)
|
2.5
|
|
Crown Atlantic Company LLC Operating Agreement entered into as of March 31, 1999 by and between Cellco Partnership, doing business as Bell Atlantic Mobile, and Crown Atlantic Holding Sub LLC
|
(g)
|
2.6
|
|
Crown Atlantic Company LLC First Amendment to Operating Agreement, dated May 1, 2003, by Crown Atlantic Company LLC, and each of Bell Atlantic Mobile, Inc. and Crown Atlantic Holding Sub LLC
|
(c)
|
2.7
|
|
Agreement to Sublease dated June 1, 1999 by and among BellSouth Mobility Inc., BellSouth Telecommunications Inc., The Transferring Entities, Crown Castle International Corp. and Crown Castle South Inc.
|
(c)
|
2.8
|
|
Sublease dated June 1, 1999 by and among BellSouth Mobility Inc., Certain BMI Affiliates, Crown Castle International Corp. and Crown Castle South Inc.
|
(e)
|
2.9
|
|
Agreement to Sublease dated August 1, 1999 by and among BellSouth Personal Communications, Inc., BellSouth Carolinas PCS, L.P., Crown Castle International Corp. and Crown Castle South Inc.
|
(e)
|
2.10
|
|
Sublease dated August 1, 1999 by and among BellSouth Personal Communications, Inc., BellSouth Carolinas PCS, L.P., Crown Castle International Corp. and Crown Castle South Inc.
|
(d)
|
2.11
|
|
Formation Agreement dated November 7, 1999 relating to the formation of Crown Castle GT Company LLC, Crown Castle GT Holding Sub LLC and Crown Castle GT Holding Company LLC
|
(e)
|
2.12
|
|
Operating Agreement, dated January 31, 2000 by and between Crown Castle GT Corp. and affiliates of GTE Wireless Incorporated
|
(dd)
|
3.1
|
|
Restated Certificate of Incorporation of Crown Castle International Corp. (including the Certificate of Designations of 4.50% Mandatory Convertible Preferred Stock, Series A, incorporated therein as Exhibit I)
|
(hh)
|
3.2
|
|
Amended and Restated By-Laws of Crown Castle International Corp., dated July 30, 2015
|
(dd)
|
4.1
|
|
Form of Common Stock Certificate
|
(i)
|
4.2
|
|
Indenture, dated as of June 1, 2005, relating to the Senior Secured Tower Revenue Notes, by and among JPMorgan Chase Bank, N.A., as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc. and Crown Castle International Corp. de Puerto Rico, collectively as Issuers
|
(r)
|
4.3
|
|
Indenture Supplement, dated as of January 15, 2010, relating to the Senior Secured Tower Revenue Notes, Series 2010-3, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers
|
(s)
|
4.4
|
|
Indenture Supplement, dated as of August 16, 2010, relating to the Senior Secured Tower Revenue Notes, Series 2010-6, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, CRown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers
|
Exhibit Number
|
|
Exhibit Description
|
|
(bb)
|
4.5
|
|
Indenture Supplement, dated as of June 30, 2014, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle PT Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC
|
(q)
|
4.6
|
|
Indenture dated July 31, 2009, relating to Senior Secured Notes, between Pinnacle Towers Acquisition Holdings LLC, GS Savings Inc., GoldenState Towers, LLC, Pinnacle Towers Acquisition LLC, Tower Ventures III, LLC and TVHT, LLC, as Issuers, Global Signal Holdings III, LLC, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee
|
(q)
|
4.7
|
|
Indenture Supplement dated July 31, 2009, relating to Senior Secured Notes, Series 2009-1, between Pinnacle Towers Acquisition Holdings LLC, GS Savings Inc., GoldenState Towers, LLC, Pinnacle Towers Acquisition LLC, Tower Ventures III, LLC and TVHT, LLC, as Issuers, Global Signal Holdings III, LLC, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee
|
(u)
|
4.8
|
|
Indenture dated as of October 15, 2012, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to 5.25% Senior Notes due 2023
|
(dd)
|
4.9
|
|
First Supplemental Indenture dated as of December 15, 2014, among Crown Castle REIT Inc., Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to 5.25% Senior Notes due 2023
|
(v)
|
4.10
|
|
Indenture dated as of December 24, 2012, by and among CC Holdings GS V LLC, Crown Castle GS III Corp., each of the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 3.849% Senior Secured Notes due 2023
|
(aa)
|
4.11
|
|
Base Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee
|
(aa)
|
4.12
|
|
First Supplemental Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 4.875% Senior Notes due 2022
|
(dd)
|
4.13
|
|
Second Supplemental Indenture dated December 15, 2014, between Crown Castle REIT Inc., Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee
|
(dd)
|
4.14
|
|
Third Supplemental Indenture dated December 15, 2014, between Crown Castle REIT Inc., Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee
|
(ff)
|
4.15
|
|
Indenture Supplement, dated as of May 15, 2015, relating to the Senior Secured Tower Revenue Notes, Series 2015-1, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers
|
(ff)
|
4.16
|
|
Indenture Supplement, dated as of May 15, 2015, relating to the Senior Secured Tower Revenue Notes, Series 2015-2, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers
|
(kk)
|
4.17
|
|
Fourth Supplemental Indenture dated February 8, 2016 between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated April 15, 2014, between Crown Castle international corp. and The Bank of New York Mellon Trust Company, N.A., as trustee
|
(mm)
|
4.18
|
|
Fifth Supplemental Indenture dated May 6, 2016, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee
|
(pp)
|
4.19
|
|
Sixth Supplemental Indenture dated September 1, 2016, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee
|
(rr)
|
4.20
|
|
Seventh Supplemental Indenture dated February 2, 2017, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee
|
(b)
|
10.1
|
|
Global Lease Agreement dated March 31, 1999 between Crown Atlantic Company LLC and Cellco Partnership, doing business as Bell Atlantic Mobile
|
Exhibit Number
|
|
Exhibit Description
|
|
(nn)
|
10.2
|
|
Amended and Restated Severance Agreement between Crown Castle International Corp. and Jay A. Brown, effective as of June 1, 2016
|
(nn)
|
10.3
|
|
Amended and Restated Severance Agreement between Crown Castle International Corp. and W. Benjamin Moreland, effective as of June 1, 2016
|
(f)
|
10.4
|
|
Form of Severance Agreement between Crown Castle International Corp. and E. Blake Hawk
|
(l)
|
10.5
|
|
Form of First Amendment to Severance Agreement between Crown Castle International Corp. and E. Blake Hawk
|
(p)
|
10.6
|
|
Form of Amendment to Severance Agreement between Crown Castle International Corp. and E. Blake Hawk, effective April 6, 2009
|
(x)
|
10.7
|
|
Crown Castle International Corp. 2013 Long-Term Incentive Plan
|
(oo)
|
10.8
|
|
Amendment to 2013 Long Term Incentive Plan, as amended
|
(h)
|
10.9
|
|
Form of Severance Agreement between Crown Castle International Corp. and James D. Young
|
(l)
|
10.10
|
|
Form of First Amendment to Severance Agreement between Crown Castle International Corp and certain senior officers, including James D. Young
|
(m)
|
10.11
|
|
Form of Severance Agreement between Crown Castle International Corp. and Philip M. Kelley
|
(p)
|
10.12
|
|
Form of Amendment to Severance Agreement between Crown Castle International Corp. and certain senior officers, including James D. Young and Philip M. Kelley, effective April 6, 2009
|
(ll)
|
10.13
|
|
Form of Severance Agreement between Crown Castle International Corp. and each of Kenneth J. Simon and Daniel K. Schlanger
|
(nn)
|
10.14
|
|
Form of Amendment to Severance Agreement between Crown Castle International Corp. and certain executive officers, including James D. Young, Patrick Slowey and Philip M. Kelley
|
(nn)
|
10.15
|
|
Crown Castle International Corp. 2016 Executive Management Team Annual Incentive Plan
|
(nn)
|
10.16
|
|
Form of 2013 Long-Term Incentive Plan Restricted Stock Units Agreement
|
(nn)
|
10.17
|
|
Summary of Non-employee Director Compensation
|
(i)
|
10.18
|
|
Management Agreement, dated as of June 8, 2005, by and among Crown Castle USA Inc., as Manager, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle GT Holding Sub LLC and Crown Castle Atlantic LLC, collectively as Owners
|
(j)
|
10.19
|
|
Management Agreement Amendment, dated September 26, 2006, by and among Crown Castle USA Inc., as Manager, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle GT Holding Sub LLC and Crown Castle Atlantic LLC, collectively, as Owners
|
(k)
|
10.20
|
|
Joinder and Amendment to Management Agreement, dated as of November 29, 2006, by and among Crown Castle USA Inc., as Manager, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC, Crown Castle MUPA LLC, Crown Castle GT Holding Sub LLC and Crown Castle Atlantic LLC, collectively as Owners
|
(i)
|
10.21
|
|
Cash Management Agreement, dated as of June 8, 2005, by and among Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc. and Crown Castle International Corp. de Puerto Rico, as Issuers, JPMorgan Chase Bank, N.A., as Indenture Trustee, Crown Castle USA Inc., as Manager, Crown Castle GT Holding Sub LLC, as Member of Crown Castle GT Company LLC, and Crown Castle Atlantic LLC, as Member of Crown Atlantic Company LLC
|
(k)
|
10.22
|
|
Joinder to Cash Management Agreement, dated as of November 29, 2006, by and among Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc. and Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC, Crown Castle MUPA LLC, as Issuers, The Bank of New York (as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, Crown Castle USA Inc., as Manager, Crown Castle GT Holding Sub LLC, as Member of Crown Castle GT Company LLC, and Crown Castle Atlantic LLC, as Member of Crown Atlantic Company LLC
|
(i)
|
10.23
|
|
Servicing Agreement, dated as of June 8, 2005, by and among Midland Loan Services, Inc., as Servicer, and JPMorgan Chase Bank, N.A., as Indenture Trustee
|
(n)
|
10.24
|
|
Agreement to Contribute, Lease and Sublease, dated as of February 14, 2005 among Sprint Corporation, the Sprint subsidiaries named therein and Global Signal Inc.
|
Exhibit Number
|
|
Exhibit Description
|
|
(o)
|
10.25
|
|
Master Lease and Sublease, dated as of May 26, 2005, by and among STC One LLC, as lessor, Sprint Telephony PCS L.P., as Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.
|
(o)
|
10.26
|
|
Master Lease and Sublease, dated as of May 26, 2005, by and among STC Two LLC, as lessor, SprintCom, Inc., as Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.
|
(o)
|
10.27
|
|
Master Lease and Sublease, dated as of May 26, 2005, by and among STC Three LLC, as lessor, American PCS Communications, LLC, as Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.
|
(o)
|
10.28
|
|
Master Lease and Sublease, dated as of May 26, 2005, by and among STC Four LLC, as lessor, PhillieCo, L.P., as Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.
|
(o)
|
10.29
|
|
Master Lease and Sublease, dated as of May 26, 2005, by and among STC Five LLC, as lessor, Sprint Spectrum L.P., as Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.
|
(o)
|
10.30
|
|
Master Lease and Sublease, dated as of May 26, 2005, by and among STC Six Company, Sprint Spectrum L.P., as Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.
|
(q)
|
10.31
|
|
Management Agreement, dated as of July 31, 2009, by and among Crown Castle USA Inc., as Manager, and Pinnacle Towers Acquisition Holdings LLC, and the direct and indirect subsidiaries of Pinnacle Towers Acquisition Holdings LLC, collectively, as Owners
|
(q)
|
10.32
|
|
Cash Management Agreement, dated as of July 31, 2009, by and among Pinnacle Towers Acquisition Holdings LLC, Pinnacle Towers Acquisition LLC, GS Savings Inc., GoldenState Towers, LLC, Tower Ventures III, LLC and TVHT, LLC, as Issuers, The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee, and Crown Castle USA Inc., as Manager
|
(q)
|
10.33
|
|
Servicing Agreement, dated as of July 31, 2009, by and among Midland Loan Services, Inc., as Servicer, and The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee
|
(t)
|
10.34
|
|
Master Agreement dated as of September 28, 2012, among T-Mobile USA, Inc., SunCom Wireless Operating Company, L.L.C., Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., VoiceStream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, SunCom Wireless Property Company, L.L.C. and Crown Castle International Corp.
|
(v)
|
10.35
|
|
Management Agreement, dated as of December 24, 2012, by and among Crown Castle USA Inc., as Manager, and Global Signal Acquisitions LLC, Global Signal Acquisitions II LLC, Pinnacle Towers LLC and the direct and indirect subsidiaries of Pinnacle Towers LLC, collectively, as Owners
|
(w)
|
10.36
|
|
Master Prepaid Lease, dated as of November 30, 2012, by and among T-Mobile USA Tower LLC, T-Mobile West Tower LLC, T-Mobile USA, Inc. and CCTMO LLC
|
(w)
|
10.37
|
|
MPL Site Master Lease Agreement, dated as of November 30, 2012, by and among Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., VoiceStream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, SunCom Wireless Operating Company, L.L.C., T-Mobile USA, Inc. and CCTMO LLC
|
(w)
|
10.38
|
|
Sale Site Master Lease Agreement, dated as of November 30, 2012, by and among Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., VoiceStream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, SunCom Wireless Operating Company, L.L.C., T-Mobile USA, Inc., T3 Tower 1 LLC and T3 Tower 2 LLC
|
(w)
|
10.39
|
|
Management Agreement, dated as of November 30, 2012, by and among SunCom Wireless Operating Company, L.L.C., Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., VoiceStream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, SunCom Wireless Property Company, L.L.C., T-Mobile USA Tower LLC, T-Mobile West Tower LLC, CCTMO LLC, T3 Tower 1 LLC and T3 Tower 2 LLC
|
(y)
|
10.40
|
|
Master Agreement dated as of October 18, 2013, among AT&T Inc. and Crown Castle International Corp.
|
(z)
|
10.41
|
|
Master Prepaid Lease, dated as of December 16, 2013, by and among CCATT LLC, AT&T Mobility LLC and the AT&T Lessors party thereto
|
(z)
|
10.42
|
|
MPL Site Master Lease Agreement, dated as of December 16, 2013, by and among CCATT LLC, AT&T Mobility LLC and the AT&T Collocators party thereto
|
(z)
|
10.43
|
|
Sale Site Master Lease Agreement, dated as of December 16, 2013, by and among AT&T Mobility LLC, the AT&T Collocators party thereto and the Tower Operators party thereto
|
(z)
|
10.44
|
|
Management Agreement, dated as of December 16, 2013, by and among CCATT LLC, the Sale Site Subsidiaries party thereto, the AT&T Newcos party thereto and the AT&T Contributors party thereto
|
(ee)
|
10.45
|
|
Stock Purchase Agreement, dated as of April 29, 2015, by and among Quanta Services, Inc., Crown Castle International Corp. and CC SCN Fiber LLC
|
(a)
|
Incorporated by reference to the exhibit previously filed by the predecessor of Crown Castle International Corp. ("Predecessor Registrant") on Form 8-K (File No. 000-24737) on December 10, 1998.
|
(b)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 000-24737) on April 12, 1999.
|
(c)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 000-24737) on June 9, 1999.
|
(d)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 000-24737) on November 12, 1999.
|
(e)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 10-K (File No. 000-24737) for the year ended December 31, 1999.
|
(f)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on January 8, 2003.
|
(g)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 10-K (File No. 001-16441) for the year ended December 31, 2003.
|
(h)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on March 2, 2005.
|
(i)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on June 9, 2005.
|
(j)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on September 29, 2006.
|
(k)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on December 5, 2006.
|
(l)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on December 7, 2007.
|
(m)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on July 15, 2008.
|
(n)
|
Incorporated by reference to the exhibit previously filed by Global Signal Inc. on Form 8-K (File No. 001-32168) on February 17, 2005.
|
(o)
|
Incorporated by reference to the exhibit previously filed by Global Signal Inc. on Form 8-K (File No. 001-32168) on May 27, 2005.
|
(p)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on April 8, 2009.
|
(q)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on August 4, 2009.
|
(r)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on January 20, 2010.
|
(s)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on August 26, 2010.
|
(t)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on October 2, 2012.
|
(u)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on October 16, 2012.
|
(v)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on December 28, 2012.
|
(w)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 10-K (File No. 000-24737) for the year ended December 31, 2012.
|
(x)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant as Appendix A to the Definitive Schedule 14A Proxy Statement (File No. 001-16441) on April 8, 2013.
|
(y)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on October 21, 2013.
|
(z)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 10-K (File No. 001-16441) for the year ended December 31, 2013.
|
(aa)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on April 15, 2014.
|
(bb)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on July 1, 2014.
|
(cc)
|
Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on September 23, 2014.
|
(dd)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on December 16, 2014.
|
(ee)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 10-Q (File No. 001-16441) for the quarter ended March 31, 2015.
|
(ff)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on May 21, 2015.
|
(gg)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 10-Q (File No. 001-16441) for the quarter ended June 30, 2015.
|
(hh)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on August 4, 2015.
|
(ii)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on August 28, 2015.
|
(jj)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on January 22, 2016.
|
(kk)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on February 8, 2016.
|
(ll)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 10-K (File No. 001-16441) for the year ended December 31, 2015.
|
(mm)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on May 6, 2016.
|
(nn)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on February 24, 2016.
|
(oo)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 10-Q (File No. 001-16441) for the quarter ended June 30, 2016.
|
(pp)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on September 1, 2016.
|
(qq)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on November 7, 2016.
|
(rr)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on February 2, 2017.
|
(ss)
|
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on February 13, 2017.
|
|
|
|
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/ D
ALE
N
.
H
ATFIELD
|
|
Director
|
Dale N. Hatfield
|
|
|
|
|
|
/s/ L
EE
W
.
H
OGAN
|
|
Director
|
Lee W. Hogan
|
|
|
|
|
|
/s/
E
DWARD
C.
H
UTCHESON,
J
R.
|
|
Director
|
Edward C. Hutcheson, Jr.
|
|
|
|
|
|
/s/ 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
|
|
|
1 Year Crown Castle Chart |
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