Crown Castle
Annual Report 2014

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549___________________________________FORM 10-K __________________________xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2014or oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission File Number 001-16441 __________________________CROWN CASTLE INTERNATIONAL CORP.(Exact name of registrant as specified in its charter) __________________________ Delaware 76-0470458(State or other jurisdictionof incorporation or organization) (I.R.S. EmployerIdentification No.) 1220 Augusta Drive, Suite 600, Houston Texas 77057-2261(Address of principal executive offices) (Zip Code)(713) 570-3000(Registrant's telephone number, including area code) Securities Registered Pursuant toSection 12(b) of the Act Name of Each Exchangeon Which RegisteredCommon Stock, $.01 par value New York Stock Exchange4.50% Mandatory Convertible Preferred Stock, Series A, $.01 par value New York Stock ExchangeSecurities Registered Pursuant to Section 12(g) of the Act: NONE. ______________________________________Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No oIndicated by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No xIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No oIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit andpost such files). Yes x No oIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant'sknowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. xIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definitions of a "largeaccelerated filer," "accelerated filer" and "smaller reporting company" in rule 12B-2 of the Exchange Act. Large accelerated filer x Accelerated filer o Non-acceleratedfiler o Smaller reporting company oIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No xThe aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $24.6 billion as of June 30, 2014, the lastbusiness day of the registrant's most recently completed second fiscal quarter, based on the New York Stock Exchange closing price on that day of $74.26 per share.Applicable Only to Corporate RegistrantsAs of February 13, 2015 there were 333,866,975 shares of common stock outstanding.Documents Incorporated by ReferenceThe information required to be furnished pursuant to Part III of this Form 10-K will be set forth in, and incorporated by reference from, the registrant's definitive proxystatement for the annual meeting of stockholders (the "2015 Proxy Statement"), which will be filed with the Securities and Exchange Commission not later than 120 days after the endof the fiscal year ended December 31, 2014.CROWN CASTLE INTERNATIONAL CORP.TABLE OF CONTENTS Page PART I Item 1. Business1Item 1A. Risk Factors7Item 1B. Unresolved Staff Comments16Item 2. Properties16Item 3. Legal Proceedings17Item 4. Mine Safety Disclosures17 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities18Item 6. Selected Financial Data20Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations22Item 7A. Quantitative and Qualitative Disclosures About Market Risk38Item 8. Financial Statements and Supplementary Data40Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure77Item 9A. Controls and Procedures77Item 9B. Other Information78 PART III Item 10. Directors and Executive Officers of the Registrant78Item 11. Executive Compensation78Item 12. Security Ownership of Certain Beneficial Owners and Management78Item 13. Certain Relationships and Related Transactions78Item 14. Principal Accountant Fees and Services78 PART IV Item 15. Exhibits, Financial Statement Schedules79 Signatures88Cautionary Language Regarding Forward-Looking StatementsThis Annual Report on Form 10-K contains forward-looking statements that are based on our management's expectations as of the filing date of thisreport with the Securities and Exchange Commission ("SEC"). Statements that are not historical facts are hereby identified as forward-looking statements. Inaddition, words such as "estimate," "anticipate," "project," "plan," "intend," "believe," "expect," "likely," "predicted," any variations of these words and similarexpressions are intended to identify forward-looking statements. Such statements include plans, projections and estimates contained in "Item 1. Business,""Item 3. Legal Proceedings," "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A"), and "Item 7A.Quantitative and Qualitative Disclosures About Market Risk" herein. Such forward-looking statements include (1) expectations regarding anticipated growthin the wireless communication industry, carriers' investments in their networks, new tenant additions, customer consolidation or ownership changes, ordemand for our wireless infrastructure, (2) expectations regarding non-renewals of tenant leases (including the impact of Sprint decommissioning its iDENnetwork and the impact of the decommissioning of the former Leap Wireless, MetroPCS and Clearwire networks), (3) availability and adequacy of cash flowsand liquidity for, or plans regarding, future discretionary investments including capital expenditures, (4) potential benefits of our discretionary investments,(5) anticipated growth in our future revenues, margins, Adjusted EBITDA, and operating cash flows, (6) expectations regarding our capital structure and thecredit markets, our availability and cost of capital or our ability to service our debt and comply with debt covenants and the benefits of any futurerefinancings, (7) expectations related to remaining qualified as a real estate investment trust ("REIT"), and the advantages, benefits or impact of, oropportunities created by, our REIT status, (8) the realization and utilization of our net operating loss carryforwards ("NOLs"), (9) expectations regarding theinclusion of portions of our small cells within our REIT, (10) our dividend policy, including the timing, amount or growth of any dividends, and (11) thepotential sale of CCAL.Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including prevailing market conditions, risk factorsdescribed under "Item 1A. Risk Factors" herein and other factors. Should one or more of these risks or uncertainties materialize, or should underlyingassumptions prove incorrect, actual results may vary materially from those expected. As used herein, the term "including," and any variation thereof, means"including without limitation." The use of the word "or" herein is not exclusive.Unless this Form 10-K indicates otherwise or the context otherwise requires, the terms, "we," "our," "our company," "the company" or "us" as used in this Form10-K refer to Crown Castle International Corp. and its predecessor (organized in 1995), as applicable, each a Delaware corporation (together, "CCIC"), andtheir subsidiaries. Unless this Form 10-K indicates otherwise or the context otherwise requires, the terms "CCUSA" and "in the U.S." refer to our CCUSAsegment while the terms "CCAL" and "in Australia" refer to our CCAL segment.PART I Item 1. BusinessOverviewWe own, operate and lease shared wireless infrastructure, including: (1) towers and other structures, such as rooftops (collectively, "towers"), and to alesser extent, (2) distributed antenna systems ("DAS"), a type of small cell network ("small cells"), and (3) interests in land under third party towers in variousforms ("third party land interests") (collectively, "wireless infrastructure"). Our core business is providing access, including space or capacity, to our wirelessinfrastructure via long-term contracts in various forms, including license, sublease and lease agreements (collectively, "leases"). Our wireless infrastructurecan accommodate multiple tenants for antennas or other equipment necessary for the transmission of signals for wireless communication devices. We seek toincrease our site rental revenues by adding more tenants on our wireless infrastructure, which we expect to result in significant incremental cash flows due toour relatively fixed operating costs.Effective January 1, 2014, we commenced operating as a REIT for U.S. federal income tax purposes. See "Item 7. MD&A—General Overview—REITElection."Certain information concerning our business as of December 31, 2014 is as follows:•We owned, leased or managed approximately 40,000 towers in the United States, including Puerto Rico ("U.S."), and approximately 1,800 towersin Australia.•Approximately 56% and 71% of our towers in the U.S. are located in the 50 and 100 largest U.S. basic trading areas ("BTAs"), respectively. Ourtowers have a significant presence in each of the top 100 BTAs in the U.S.•We owned, including fee interests and perpetual easements, land and other property interests (collectively, "land") on which approximately one-third of our site rental gross margin is derived, and we leased, subleased, managed or licensed (collectively, "leased") the land interests on whichapproximately two-thirds of our site rental gross margin is derived. The leases for the land interests under our towers had an average remaining lifeof approximately 30 years, weighted based on site rental gross margin.Certain information concerning our customers and site rental leases as of and for the year ended December 31, 2014 is as follows:•Our customers include many of the world's major wireless communication services companies. In the U.S., our four largest customers (AT&T,Sprint, T-Mobile, and Verizon Wireless) accounted for an aggregate of 88% of our 2014 consolidated site rental revenues.•Site rental revenues represented 81% of our 2014 consolidated net revenues and site rental gross margin represented 88% of our 2014consolidated gross margin.•Our site rental revenues are of a recurring nature, and typically in excess of 90% have been contracted for in a prior year, excluding the impact ofcurrent year acquisitions.•Our site rental revenues typically result from long-term leases with (1) initial terms of five to 15 years, (2) multiple renewal periods at the option ofthe 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 seven years and represent$22 billion of expected future cash inflows.As part of our effort to provide comprehensive wireless infrastructure solutions, we offer certain network services relating to our wireless infrastructure,predominately consisting of (1) installation of tenant equipment or subsequent augmentation (collectively, "installation services") and (2) the followingadditional site development services: site acquisition, architectural and engineering, or zoning and permitting.1StrategyOur strategy is to create long-term stockholder value via a combination of (1) growing cash flows generated from our portfolio of wireless infrastructure,(2) returning a meaningful portion of our cash provided by operating activities to our stockholders in the form of dividends and (3) investing capitalefficiently to grow long-term dividends per share. We measure our efforts to create "long-term stockholder value" by the combined payment of dividends tostockholders and growth in our per share results. The key elements of our strategy are to:•Grow cash flows from our wireless infrastructure. We seek to maximize the site rental cash flows derived from our wireless infrastructure byadding tenants on our wireless infrastructure through long-term leases as our customers deploy and improve their wireless networks. We seek tomaximize new tenant additions or modifications of existing tenant installations (collectively, "new tenant additions") through our focus oncustomer service and deployment speed. Due to the relatively fixed nature of the costs to operate our wireless infrastructure (which tend toincrease at approximately the rate of inflation), we expect increases in our site rental cash flows from new tenant additions and the relatedsubsequent impact from contracted escalations to result in growth in our operating cash flows. We believe there is considerable additional futuredemand for our existing wireless infrastructure based on their location and the anticipated growth in the wireless communication services industry.Substantially all of our wireless infrastructure can accommodate additional tenancy, either as currently constructed or with appropriatemodifications to the structure, which we expect to have high incremental returns.•Return cash provided by operating activities to stockholders in the form of dividends. We believe that distributing a meaningful portion of ourcash provided by operating activities appropriately provides stockholders with increased certainty for a portion of expected long-term stockholdervalue while still retaining sufficient flexibility to invest in our business and deliver growth. We believe this decision reflects the translation of thehigh-quality, long-term contractual cash flows of our business into stable capital returns to stockholders.•Invest capital efficiently to grow long-term dividends per share. We seek to invest our capital available, including the net cash provided by ouroperating activities and external financing sources, in a manner that will increase long-term stockholder value on a risk-adjusted basis. Ourhistorical investments have included the following (in no particular order):◦purchase shares of our common stock from time to time;◦acquire or construct wireless infrastructure;◦acquire land interests under towers;◦make improvements and structural enhancements to our existing wireless infrastructure; or◦purchase, repay or redeem our debt.Our strategy to create long-term stockholder value is based on our belief that additional demand for our wireless infrastructure will be created by theexpected continued growth in the wireless communication services industry, which is predominately driven by the demand for wireless data services byconsumers. We believe that such demand for our wireless infrastructure will continue, will result in growth of our cash flows due to new tenant additions onour existing wireless infrastructure, and will create other growth opportunities for us, such as demand for new wireless infrastructure.2014 Industry Highlights and Company DevelopmentsSee "Item 1. Business—Overview," "Item 7. MD&A" and our consolidated financial statements for a discussion of developments and activities thatoccurred in 2014, including (1) the commencement of, and subsequent increase in, our quarterly cash common stock dividend, (2) our debt refinancingactivities during 2014 ("2014 Refinancings") and (3) the commencement of our operating as a REIT.As discussed above and in "Item 7. MD&A," we commenced operating as a REIT for U.S. federal income tax purposes effective January 1, 2014. Oursmall cells are currently included in one or more wholly-owned taxable REIT subsidiaries ("TRSs"). In August 2014, we received a favorable private letterruling from the Internal Revenue Service ("IRS"), which provides that the real property portion of our small cells and the related rents qualify as real propertyand rents from real property, respectively, under the rules governing REITs. We are evaluating the impact of this private letter ruling and, subject to boardapproval, we expect to take appropriate action to include at least some part of our small cells as part of the REIT during 2015. Once we have completed ourevaluation and necessary actions to include small cells in the REIT, we expect to de-recognize our net deferred tax liabilities related to such part of our smallcells.Additionally, we have included in TRSs our tower operations in Australia and certain other assets and operations. Those TRS assets and operations(along with any part of our small cells that may remain in a TRS) will continue to be subject, as2applicable, to federal and state corporate income taxes and to foreign taxes in the jurisdictions in which such assets and operations are located. Our foreignassets and operations (including our tower operations in Puerto Rico and Australia) most likely will be subject to foreign income taxes in the jurisdictions inwhich such assets and operations are located, regardless of whether they are included in a TRS or not.As a REIT, we are generally entitled to a deduction for dividends that we pay and therefore are not subject to U.S. federal corporate income tax on ourtaxable income that is currently distributed to our stockholders (see "Item 1A. Risk Factors—Risk Relating to Our REIT Election" and notes 2 and 10 to ourconsolidated financial statements). The increase to our common stock dividend announced in October 2014 will delay the utilization of our NOLs and maycause certain of the NOLs to expire without utilization.During 2014, consumer demand for wireless services continued to grow. This growth in wireless services is driven by the increased usage of wirelessdata applications, including (1) mobile entertainment (such as mobile video, mobile applications, and social networking), (2) mobile internet usage (such asemail and web browsing) and (3) machine-to-machine applications. As a result, consumer wireless devices are trending toward bandwidth-intensive devicessuch as smartphones, laptops, tablets and other emerging devices.The major U.S. wireless carriers are in various stages of deploying 4G long-term evolution ("LTE") networks, which has translated into additionaldemand for our wireless infrastructure. We expect that consumers' growing wireless consumption will likely result in wireless carriers continuing to invest innetwork capital expenditures that focus on improving network quality and capacity by adding additional antennas or other equipment for the transmission oftheir services to wireless infrastructure in an effort to improve customer retention or satisfaction. Additionally, spectrum licensed by the FederalCommunications Commission ("FCC") has enabled continued wireless carrier network development. We expect this development and the potentialavailability of additional spectrum through several planned government auctions to enable continued future carrier network development and potentialdemand for our wireless infrastructure.The CompanyVirtually all of our operations are located in the U.S. and Australia. We conduct substantially all of our operations through subsidiaries of Crown CastleOperating Company ("CCOC"), including (1) certain subsidiaries which operate our wireless infrastructure portfolios in the U.S. and (2) a 77.6% ownedsubsidiary that operates our Australia tower portfolio. For more information about our operating segments, as well as financial information about thegeographic areas in which we operate, see note 15 to our consolidated financial statements and "Item 7. MD&A."CCUSASite Rental. The core business of CCUSA is providing access, including space or capacity, to our wireless infrastructure in the U.S. We predominatelyprovide access to wireless carriers under long-term leases for their antennas which transmit a variety of signals related to wireless voice and data. We believeour wireless infrastructure is integral to our customers' networks and their ability to serve their customers.We acquired ownership interests or exclusive rights to the majority of our towers in CCUSA from the four largest U.S. wireless carriers (or theirpredecessors) through transactions consummated since 1999, including transactions with (1) AT&T in 2013 ("AT&T Acquisition"), (2) T-Mobile in 2012 ("T-Mobile Acquisition"), (3) Global Signal Inc. in 2007 ("Global Signal Acquisition") , which had originally acquired the majority of its towers from Sprint, (4)companies now part of Verizon Wireless during 1999 and 2000, and (5) companies now part of AT&T during 1999 and 2000. Our small cell assets includethose acquired from NextG Networks, Inc. in 2012 ("NextG Acquisition").We generally receive monthly rental payments from tenants, payable under long-term leases. We have existing master lease agreements with most U.S.wireless carriers, including Verizon Wireless, AT&T, Sprint, and T-Mobile; such agreements provide certain terms (including economic terms) that governleases on our towers entered into by such carriers during the term of their master lease agreements. We generally negotiate initial contract terms of five to 15years, with multiple renewal periods at the option of the tenant of five to ten years each, and our leases typically include fixed escalations. We continue toendeavor to negotiate with our existing customer base for longer contractual terms, which often contain fixed escalation rates.Our tenant leases have historically had a high renewal rate. With limited exceptions, our tenant leases may not be terminated prior to the end of theircurrent term, and non-renewals have averaged approximately 2% of site rental revenues over the last five years. See "Item 1A. Risk Factors" regarding futureanticipated non-renewals as a result of the Sprint iDEN decommissioning and the decommissioning, at least in part, of the former Leap Wireless, MetroPCSand Clearwire networks ("Acquired Networks"). In general, each tenant lease which is renewable will automatically renew at the end of its term unless thetenant provides prior3notice of its intent not to renew. See note 14 to our consolidated financial statements for a tabular presentation of the minimum rental cash payments due tous by tenants pursuant to tenant agreements without consideration of tenant renewal options.The average monthly rental payment of a new tenant added to wireless infrastructure can vary based on (1) aggregate tenant volume, (2) the differentregions in the U.S., or (3) the physical size, weight and shape of the antenna installation and related equipment. With respect to our small cells, the amount ofthe monthly payments can also be influenced by similar factors, as well as the amount or cost of (1) construction for initial and subsequent tenants, (2) fiberstrands, (3) equipment at the site, or (4) any upfront payments received. We also routinely receive rental payment increases in connection with leaseamendments, pursuant to which our tenants add additional antennas or other equipment to wireless infrastructure on which they already have equipmentpursuant to preexisting leases.In excess of two-thirds of our direct site operating expenses consist of lease expenses and the remainder includes property taxes, repairs andmaintenance, employee compensation or related benefit costs, or utilities. Our cash operating expenses tend to escalate at approximately the rate of inflation,partially offset by reductions in cash lease expenses from our purchases of land interests. As a result of the relatively fixed nature of these expenditures, theaddition of new tenants is achieved at a low incremental operating cost, resulting in high incremental operating cash flows. Our wireless infrastructureportfolio requires minimal sustaining capital expenditures, including maintenance or other non-discretionary capital expenditures, and are typically less than2% of net revenues. See note 14 to our consolidated financial statements for a tabular presentation of the rental cash payments owed by us to landlordspursuant to our contractual agreements.Network Services. As part of CCUSA's effort to provide comprehensive solutions, it offers certain network services relating to its wireless infrastructure,predominately consisting of (1) installation services and (2) the following additional site development services: site acquisition, architectural andengineering, or zoning and permitting. For 2014, 55% of CCUSA's network services and other revenues related to installation services, and the remainderpredominately related to additional site development services. We have grown our network service revenues over the last several years as a result of increasedvolumes resulting from carrier network upgrades, promoting site development services, expanding the scope of our services, and our focus on customerservice and deployment speed. We have the capability and expertise to install, with the assistance of our network of subcontractors, equipment or antennasystems for our customers. We do not always provide the installation or site development services for our customers on our wireless infrastructure as thirdparties also provide these services (see also "—Competition" below). These activities are typically non-recurring and highly competitive, with a number oflocal competitors in most markets. Typically, our antenna installation services are billed on a cost-plus profit basis and site development services are billedon a fixed fee basis.Customers. We work extensively with large national wireless carriers, and in general, our customers are primarily comprised of providers of wirelessservices that operate national or regional networks. In the U.S., our four largest customers (AT&T, Sprint, T-Mobile and Verizon Wireless) accounted for anaggregate of 88% of our 2014 consolidated site rental revenues. See "Item 1A. Risk Factors" and note 15 to our consolidated financial statements.Sales and Marketing. Our sales organization markets our wireless infrastructure within the wireless communication services industry with the objectiveof providing access to existing wireless infrastructure or to new wireless infrastructure prior to construction . We seek to become the critical partner andpreferred independent wireless infrastructure provider for our customers and increase customer satisfaction relative to our peers by leveraging our (1)customer relationships, (2) process-centric approach, and (3) technological tools.A team of national account directors maintains our relationships with our largest customers. These directors work to develop wireless infrastructureleasing, as well as to ensure that customers' wireless infrastructure needs are efficiently translated into new leases on our wireless infrastructure. Salespersonnel in our area offices develop and maintain local relationships with our customers that are expanding their networks, entering new markets, bringingnew technologies to market or requiring maintenance or add-on business. In addition to our full-time sales or marketing staff, a number of senior managersand officers spend a significant portion of their time on sales and marketing activities and call on existing or prospective customers.Competition. We face competition for site rental tenants from various sources, including:•other independent wireless infrastructure owners or operators, including towers, rooftops, water towers, broadcast towers, utility poles, fiberproviders, DAS or other small cells;•wireless carriers that own and operate their own wireless infrastructure and lease antenna space to other wireless communication companies; or•new alternative deployment methods in the wireless communication industry.Some of the larger independent tower companies with which we compete in the U.S. include American Tower Corporation and SBA CommunicationsCorporation. We believe that tower location, deployment speed, quality of service, capacity and price4have been and will continue to be the most significant competitive factors affecting the leasing of wireless infrastructure. See "Item 1A. Risk Factors."Competitors in our network services offering include site acquisition consultants, zoning consultants, real estate firms, right-of-way consulting firms,construction companies, tower owners or managers, radio frequency engineering consultants, telecommunications equipment vendors who can provideturnkey site development services through multiple subcontractors, or our customers' internal staff. We believe that our customers base their decisions on theoutsourcing of network services on criteria such as a company's experience, track record, local reputation, price, or time for completion of a project.CCALOur primary business in Australia is providing access to space on towers to our customers. We own 77.6% of CCAL. CCAL is the largest independenttower operator in Australia. As of December 31, 2014, 55% of CCAL's towers were located in seven major metropolitan areas. The majority of CCAL's towerswere acquired from Optus (in 2000) and Vodafone (in 2001). For 2014, CCAL comprised approximately 4% of our consolidated net revenues. CCAL'sprincipal customers are Telstra, Optus, and Vodafone Hutchison Australia, which collectively accounted for approximately 85% of CCAL's 2014 revenues. Inaddition, we believe that the continued development of the National Broadband Network, a national high-speed open-access data network, may result inadditional future demand for new tenant additions on CCAL's existing towers or the construction of new towers.In Australia, CCAL competes with wireless carriers that own and operate their own tower networks and other site owners, including Broadcast Australia,an independent operator of broadcast towers. We believe that tower location, capacity, quality of service, deployment speed, or price within a geographicmarket are the most significant competitive factors affecting the leasing of wireless infrastructure in Australia.In February 2015, we announced plans to explore the potential sale of CCAL. There can be no assurances that the exploration of a potential sale willresult in a transaction. EmployeesAt January 31, 2015, we employed approximately 2,400 people worldwide, including approximately 2,200 in the U.S. We are not a party to anycollective bargaining agreements. We have not experienced any strikes or work stoppages, and management believes that our employee relations aresatisfactory.Regulatory and Environmental MattersTo date, we have not incurred any material fines or penalties or experienced any material adverse effects to our business as a result of any domestic orinternational regulations. The summary below is based on regulations currently in effect, and such regulations are subject to review or modification by theapplicable governmental authority from time to time. If we fail to comply with applicable laws and regulations, we may be fined or even lose our rights toconduct some of our business.United StatesWe are required to comply with a variety of federal, state, and local regulations and laws in the U.S., including FCC and Federal AviationAdministration ("FAA") regulations and those discussed under "—Environmental" below.Federal Regulations. Both the FCC and the FAA regulate towers used for wireless communications, radio, or television broadcasting. Such regulationscontrol the siting, lighting, or marking of towers and may, depending on the characteristics of particular towers, require the registration of tower facilities withthe FCC and the issuance of determinations confirming no hazard to air traffic. Wireless communications devices operating on towers are separately regulatedand independently licensed based upon the particular frequency used. In addition, the FCC and the FAA have developed standards to consider proposals fornew or modified tower or antenna structures based upon the height or location, including proximity to airports. Proposals to construct or to modify existingtower or antenna structures above certain heights are reviewed by the FAA to ensure the structure will not present a hazard to aviation, which determinationmay be conditioned upon compliance with lighting or marking requirements. The FCC requires its licensees to operate communications devices only ontowers that comply with FAA rules and are registered with the FCC, if required by its regulations. Where tower lighting is required by FAA regulation, towerowners bear the responsibility of notifying the FAA of any tower lighting outage and ensuring the timely restoration of such outages. Failure to comply withthe applicable requirements may lead to civil penalties.Local Regulations. The U.S. Telecommunications Act of 1996 amended the Communications Act of 1934 to preserve state and local zoning authorities'jurisdiction over the siting of communications towers and small cells. The law, however, limits local zoning authority by prohibiting actions by localauthorities that discriminate between different service providers of wireless services5or ban altogether the provision of wireless services. Additionally, the law prohibits state and local restrictions based on the environmental effects of radiofrequency emissions to the extent the facilities comply with FCC regulations.Local regulations include city and other local ordinances (including subdivision and zoning ordinances), approvals for construction, modification andremoval of towers and small cells, and restrictive covenants imposed by community developers. These regulations vary greatly, but typically require us toobtain approval from local officials prior to tower construction. Local zoning authorities may render decisions that prevent the construction or modificationof towers or place conditions on such construction or modifications that are responsive to community residents' concerns regarding the height, visibility, orother characteristics of the towers. Over the last several years, there have been several developments related to FCC regulations and legislation that assist inexpediting and streamlining the deployment of wireless networks, including establishing timeframes for reviews by local and state governments.Notwithstanding such legislative and FCC actions, decisions of local zoning authorities may also adversely affect the timing or cost of wireless infrastructureconstruction or modification.Some of our small cell related subsidiaries hold authorization to provide intrastate telecommunication services as competitive local exchange carriers("CLEC") in numerous states and to provide domestic interstate telecommunication services as authorized by the FCC. These small cell subsidiaries areprimarily regulated by state public service commissions which have jurisdiction over public rights-of-way. CLEC status, in certain cases, helps promoteaccess to such public rights-of-way, which is beneficial to the deployment of our small cell on a timely basis. Status as a CLEC often allows us to deploy oursmall cell systems in locations where zoning restrictions might otherwise delay, restrict, or prevent building or expanding traditional wireless tower sites ortraditional wireless rooftop sites.Environmental. We are required to comply with a variety of federal, state, and local environmental laws and regulations protecting environmentalquality, including air and water quality and wildlife protection. To date, we have not incurred any material fines or penalties or experienced any materialadverse effects to our business as a result of any domestic or international environmental regulations or matters. See "Item 1A. Risk Factors."The construction of new towers or, in some cases, the modification of existing towers in the U.S. may be subject to environmental review under theNational Environmental Policy Act of 1969, as amended ("NEPA"), which requires federal agencies to evaluate the environmental impact of major federalactions. The FCC has promulgated regulations implementing NEPA which require applicants to investigate the potential environmental impact of theproposed tower construction. Should the proposed tower construction present a significant environmental impact, the FCC must prepare an environmentalimpact statement, subject to public comment. If the proposed construction or modification of a tower may have a significant impact on the environment, theFCC's approval of the construction or modification could be significantly delayed.Our operations are subject to federal, state, and local laws and regulations relating to the management, use, storage, disposal, emission, or remediationof, or exposure to, hazardous or non-hazardous substances, materials, or wastes. As an owner, lessee, or operator of real property, we are subject to certainenvironmental laws that impose strict, joint-and-several liability for the cleanup of on-site or off-site contamination relating to existing or historicaloperations; or we could also be subject to personal injury or property damage claims relating to such contamination. In general, our customer contractsprohibit our customers from using or storing any hazardous substances on our tower sites in violation of applicable environmental laws and require ourcustomers to provide notice of certain environmental conditions caused by them.As licensees and wireless infrastructure owners, we are also subject to regulations and guidelines that impose a variety of operational requirementsrelating to radio frequency emissions. As employers, we are subject to Occupational Safety and Health Administration (and similar occupational health andsafety legislation in Australia) and similar guidelines regarding employee protection from radio frequency exposure. The potential connection between radiofrequency emissions and certain negative health effects, including some forms of cancer, has been the subject of substantial study by the scientificcommunity in recent years.We have compliance programs and monitoring projects to help assure that we are in substantial compliance with applicable environmental laws.Nevertheless, there can be no assurance that the costs of compliance with existing or future environmental laws will not have a material adverse effect on us.Other Regulations. We hold, through certain of our subsidiaries, licenses for common carrier microwave service, which are subject to additionalregulation by the FCC. Our FCC license relating to our 1670-1675 MHz U.S. nationwide spectrum license ("Spectrum") has been granted conditional renewalsubject to certain construction requirements being met by October 1, 2015. We have leased the Spectrum to a third party through 2023, subject to the lessee'soption to purchase the Spectrum.6AustraliaFederal Regulations. Carrier licenses and nominated carrier declarations issued under the Australian Telecommunications Act 1997 authorize the use ofnetwork units for the supply of telecommunications services to the public. The definition of "network units" includes line links and base stations used forwireless voice services but does not include tower infrastructure. Accordingly, CCAL as a tower owner and operator does not require a carrier license underthe Australian Telecommunications Act 1997. Similarly, because CCAL does not own any transmitters or spectrum, it does not currently require anyapparatus or spectrum licenses issued under the Australian Radiocommunications Act 1992.Carriers have a statutory obligation to provide other carriers with access to towers, and if there is a dispute (including a pricing dispute), the matter maybe referred to the Australian Competition and Consumer Commission for resolution. As a non-carrier, CCAL is not subject to this requirement, and ourcustomers negotiate site access on a commercial basis.While the Australian Telecommunications Act 1997 grants certain exemptions from planning laws for the installation of "low impact facilities," newlyconstructed towers are expressly excluded from the definition of "low impact facilities." Accordingly, in connection with the construction of towers, CCAL issubject to state and local planning laws that vary on a site-by-site basis, typically requiring us to obtain approval from local government agencies prior totower construction, subject to certain exceptions. Structural enhancements may be undertaken on behalf of a carrier without state or local planning approvalunder the general "maintenance power" under the Australian Telecommunications Act 1997, although these enhancements may be subject to state and localplanning laws if CCAL is unable to obtain carrier cooperation to use such power. For a limited number of towers, CCAL is also required to install aircraftwarning lighting in compliance with federal aviation regulations. In Australia, a carrier may arguably be able to utilize the "maintenance power" under theAustralian Telecommunications Act 1997 to remain as a tenant on a tower after the expiration of a site license or sublease; however, CCAL's customer accessagreements generally limit the ability of customers to do this, and, even if a carrier did utilize this power, the carrier would be required to pay for CCAL'sfinancial loss, which would roughly equal the site rental revenues that would have otherwise been payable.Local Regulations. In Australia there are various local, state, and territory laws and regulations which relate to, among other things, town planning andzoning restrictions, standards or approvals for the design, construction or alteration of a structure or facility, or environmental regulations. As in the U.S.,these laws vary greatly, but typically require tower owners to obtain approval from governmental bodies prior to tower construction and to comply withenvironmental laws on an ongoing basis.Item 1A. Risk FactorsYou should carefully consider all of the risks described below, as well as the other information contained in this document, when evaluating yourinvestment in our securities.Risks Relating to Our BusinessOur business depends on the demand for wireless communication services and wireless infrastructure, and we may be adversely affected by any slowdownin such demand. Additionally, a reduction in carrier network investment may materially and adversely affect our business (including reducing demand fornew tenant additions or network services).Demand for our wireless infrastructure depends on the demand for antenna space from our customers, which, in turn, depends on the demand for wirelesscommunication services by their customers. The willingness of our customers to utilize our wireless infrastructure, or renew or extend existing leases on ourwireless infrastructure, is affected by numerous factors, including:•consumer demand for wireless services;•availability or capacity of our wireless infrastructure or associated land interests;•location of our wireless infrastructure;•financial condition of our customers, including their availability or cost of capital;•willingness of our customers to maintain or increase their capital expenditures or changes in their capital allocation strategy;•availability and cost of spectrum for commercial use;•increased use of network sharing, roaming, joint development, or resale agreements by our customers;•mergers or consolidations among our customers;•changes in, or success of, our customers' business models;•governmental regulations, including local or state restrictions on the proliferation of wireless infrastructure;•cost of constructing wireless infrastructure;•technological changes, including those (1) affecting the number or type of wireless infrastructure needed to provide wireless communicationservices to a given geographic area or which may otherwise serve as substitute or alternative7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.A slowdown in demand for wireless communication services or our wireless infrastructure may negatively impact our growth or otherwise have amaterial adverse effect on us. If our customers or potential customers are unable to raise adequate capital to fund their business plans, as a result ofdisruptions in the financial and credit markets or otherwise, they may reduce their spending, which could adversely affect our anticipated growth or thedemand for our wireless infrastructure or network services.Historically, the amount of our customers' network investment is cyclical and has varied based upon the various matters described in these risk factors.Changes in carrier network investment typically impact the demand for our wireless infrastructure. As a result, changes in carrier plans such as delays in theimplementation of new systems, new technologies, including with respect to the use of small cells, or plans to expand coverage or capacity may reducedemand for our wireless infrastructure. Furthermore, the wireless communication services industry could experience a slowdown or slowing growth rates as aresult of numerous factors, including a reduction in consumer demand for wireless services or general economic conditions. There can be no assurances thatweakness or uncertainty in the economic environment will not adversely impact the wireless communication services industry, which may materially andadversely affect our business, including by reducing demand for our wireless infrastructure or network services. In addition, a slowdown may increasecompetition for site rental customers or network services. A wireless communication services industry slowdown or a reduction in carrier network investmentmay materially and adversely affect our business. For a further discussion of our risks relating to network services, see "—Our network services business hashistorically experienced significant volatility in demand, which reduces the predictability of our results" below.A substantial portion of our revenues is derived from a small number of customers, and the loss, consolidation or financial instability of any of our limitednumber of customers may materially decrease revenues or reduce demand for our wireless infrastructure and network services.For 2014, approximately 88% of our consolidated site rental revenues were derived from AT&T, Sprint, T-Mobile, and Verizon Wireless, whichrepresented 29%, 22%, 22%, and 15%, respectively, of our consolidated site rental revenues for such period. The loss of any one of our large customers as aresult of consolidation, merger, bankruptcy, insolvency, network sharing, roaming, joint development, resale agreements by our customers or otherwise mayresult in (1) a material decrease in our revenues, (2) uncollectible account receivables, (3) an impairment of our deferred site rental receivables, wirelessinfrastructure assets,intangible assets, or (4) other adverse effects to our business. We cannot guarantee that leases with our major customers will not beterminated or that these customers will renew their leases with us. In addition to our four largest customers in the U.S., we also derive a portion of our revenuesand anticipated future growth from new entrants offering or contemplating offering wireless services; such customers may be smaller or have less financialresources than our four largest customers, have business models which may not be successful, or may require additional capital. See also "Item 1. Business—The Company" and note 15 to our consolidated financial statements.Consolidation among our customers will likely result in duplicate or overlapping parts of networks, for example where they are co-residents on a tower,which may result in the termination or non-renewal of tenant leases and impact revenues from our wireless infrastructure. We expect that any termination oftenant leases as a result of this potential consolidation would be spread over multiple years. In addition, consolidation may result in a reduction in suchcustomers' future capital expenditures in the aggregate because their expansion plans may be similar. Wireless carrier consolidation could decrease thedemand for our wireless infrastructure, which in turn may result in a reduction in our revenues or cash flows. See "Item 7. MD&A—General Overview" forfurther discussion of our customers' network enhancement deployments.Based on Sprint's stated intention to decommission its iDEN network and our contractual terms with Sprint, we expect our site rental revenues to beimpacted by $60 million to $70 million in 2015. These iDEN leases have effective term-end dates spread throughout 2014 and 2015. The impact of the iDENnetwork decommissioning is included as a component of non-renewals of tenant leases as referenced herein.Additionally, during 2015, we expect site rental revenues to be impacted by non-renewals of $35 million to $45 million as a result of thedecommissioning of the Acquired Networks. Over the last two years, AT&T, T-Mobile and Sprint acquired Leap Wireless, MetroPCS, and Clearwire,respectively. The Acquired Networks represented approximately 10% of our net revenues for the year ended December 31, 2014. We currently expectpotential non-renewals from the decommissioning of the Acquired Networks to be approximately 60% of current run-rate site rental revenues related to theAcquired Networks, with the majority of such non-renewals to occur predominately from 2015 through 2018. Depending on the eventual networkdeployment and decommissioning plans of AT&T, T-Mobile and Sprint, the impact and timing of such non-renewals may vary from our expectations.8Our substantial level of indebtedness could adversely affect our ability to react to changes in our business, and the terms of our debt instruments andConvertible Preferred Stock limit our ability to take a number of actions that our management might otherwise believe to be in our best interests. Inaddition, if we fail to comply with our covenants, our debt could be accelerated.As a result of our substantial indebtedness:•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 torefinance our existing indebtedness;•we are or will be required to dedicate a substantial portion of our cash flows from operations to the payment of principal or interest on our debt,thereby reducing the available cash flows to fund other projects, including the discretionary investments discussed in "Item 1. Business;"•we may have limited flexibility in planning for, or reacting to, changes in our business or in the industry;•we may have a competitive disadvantage relative to other companies in our industry with less debt;•we may be adversely impacted by changes in interest rates;•we may be required to issue equity securities or securities convertible into equity or sell some of our assets, possibly on unfavorable terms, in orderto meet payment obligations;•we may be limited in our ability to take advantage of strategic business opportunities, including wireless infrastructure development or mergersand 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 aresult of restrictive covenants in our debt instruments or the terms of our 4.50% Mandatory Convertible Preferred Stock, Series A ("ConvertiblePreferred Stock").Currently we have debt instruments in place that limit in certain circumstances our ability to incur additional indebtedness, pay dividends, create liens,sell assets, or engage in certain mergers and acquisitions, among other things. In addition, the credit agreement governing our senior secured credit facilityagreement ("2012 Credit Facility") contains financial maintenance covenants. Our ability to comply with these covenants or to satisfy our debt obligationswill depend on our future operating performance. If we violate the restrictions in our debt instruments or fail to comply with our financial maintenancecovenants, we will be in default under those instruments, which in some cases would cause the maturity of a substantial portion of our long-term indebtednessto be accelerated. Furthermore, if the limits on our ability to pay dividends prevent us from satisfying our REIT distribution requirements, we could fail toremain qualified for taxation as a REIT. If these limits do not jeopardize our qualification for taxation as a REIT but nevertheless prevent us from distributing100% of our REIT taxable income, we will be subject to federal and state corporate income taxes, and potentially a nondeductible excise tax, on the retainedamounts. If our operating subsidiaries were to default on the debt, the trustee could seek to foreclose the collateral securing such debt, in which case we couldlose the wireless infrastructure and the revenues associated with the wireless infrastructure. See "Item 7. MD&A—Liquidity and Capital Resources—DebtCovenants" for a further discussion of our debt covenants.CCIC and CCOC are holding companies that conduct all of their operations through their subsidiaries. Accordingly, CCIC's and CCOC's respectivesources of cash to pay interest or principal on their outstanding indebtedness are distributions relating to their respective ownership interests in theirsubsidiaries from the net earnings and cash flows generated by such subsidiaries or from proceeds of debt or equity offerings. Earnings and cash flowsgenerated by their subsidiaries are first applied by such subsidiaries to conduct their operations, including servicing their respective debt obligations, afterwhich any excess cash flows generally may be paid to such holding company, in the absence of any special conditions such as a continuing event of default.However, their subsidiaries are legally distinct from the holding companies and, unless they guarantee such debt, have no obligation to pay amounts due ontheir debt or to make funds available to us for such payment.If we fail to pay scheduled dividends on the Convertible Preferred Stock, in cash, common stock, or any combination of cash and common stock, wewill be prohibited from paying dividends on our common stock, which may jeopardize our status as a REIT.We have a substantial amount of indebtedness. In the event we do not repay or refinance such indebtedness, we could face substantial liquidity issues andmight be required to issue equity securities or securities convertible into equity securities, or sell some of our assets to meet our debt payment obligations.We have a substantial amount of indebtedness (approximately $11.9 billion as of December 31, 2014), which we will need to refinance or repay. See"Item 7. MD&A—Liquidity and Capital Resources" for a tabular presentation of our contractual debt maturities. There can be no assurances we will be able torefinance our indebtedness (1) on commercially reasonable terms, (2) on terms, including with respect to interest rates, as favorable as our current debt, or (3)at all.Economic conditions and the credit markets have historically experienced, and may continue to experience, periods of volatility, uncertainty, orweakness that could impact the availability or cost of debt financing, including with respect to any9refinancing of the obligations described above or on our ability to draw the full amount of our $2.2 billion revolving credit facility ("2012 Revolver"), that,as of February 13, 2015, has $1.5 billion of undrawn availability.If we are unable to repay or refinance our debt, we cannot guarantee that we will be able to generate enough cash flows from operations or that we willbe able to obtain enough capital to service our debt, fund our planned capital expenditures or pay future dividends. In such an event, we could facesubstantial liquidity issues and might be required to issue equity securities or securities convertible into equity securities, or sell some of our assets to meetour debt payment obligations. Failure to repay or refinance indebtedness when required could result in a default under such indebtedness. If we incuradditional indebtedness, any such indebtedness could exacerbate the risks described above.Sales or issuances of a substantial number of shares of our common stock may adversely affect the market price of our common stock.Future sales or issuances of common stock or other equity related securities may adversely affect the market price of our common stock, including anyshares of our common stock issued to finance capital expenditures, finance acquisitions or repay debt. Our business strategy contemplates access to externalfinancing to fund certain discretionary investments, which may include issuances of common stock or other equity related securities. As of February 13,2015, we had 333.9 million shares of common stock outstanding. In addition, we reserved 12.5 million and 13.5 million of shares of common stock,respectively, for issuance in connection with awards granted under our various stock compensation plans and our Convertible Preferred Stock. The dividendson our Convertible Preferred Stock may also be paid in cash or, subject to certain limitations, shares of common stock or any combination of cash and sharesof common stock.In addition, a small number of common stockholders own a significant percentage of our outstanding common stock. If any one of these commonstockholders, or any group of our common stockholders, sells a large quantity of shares of our common stock, or the public market perceives that existingcommon stockholders might sell a large quantity of shares of our common stock, the market price of our common stock may significantly decline.As a result of competition in our industry, including from some competitors with significantly more resources or less debt than we have, we may find itmore difficult to achieve favorable rental rates on our new or renewing customer contracts.Our growth is dependent on our entering into new tenant leases (including amendments to leases upon modification of an existing installation), as wellas renewing or renegotiating tenant leases when existing tenant leases terminate. We face competition for site rental tenants from various sources, including:•other independent wireless infrastructure owners or operators, including towers, rooftops, water towers, broadcast towers, utility poles, fiberproviders, DAS or other small cells;•wireless carriers that own and operate their own wireless infrastructure and lease antenna space to other wireless communication companies; or•new alternative deployment methods in the wireless communication industry.Our small cell operations may have different competitors than our traditional site rental business, including other owners of small cells or fiber, some ofwhich have larger networks or greater financial resources than we have. Competition in our industry may make it more difficult for us to attract newcustomers, maintain or increase our gross margins, or maintain or increase our market share.The business model for our small cell operations contains certain differences from our traditional site rental business, resulting in different operationalrisks. If we do not successfully operate that business model or identify or manage those operational risks, such operations may produce results that are lessthan anticipated.The business model for our small cell operations contains certain differences from our traditional tower operations, including differences relating tocustomer contract terms, landlord demographics, ownership of certain network assets, operational oversight requirements (including requirements for servicelevel agreements regarding network performance and maintenance), and applicable laws. While our small cell operations have certain risks that are similar toour tower operations, they also have certain operational risks that are different from our traditional site rental business, including the (1) use of competitivelocal exchange carrier, which we refer to as CLEC, status, (2) use of public rights-of-way, (3) use of poles owned solely by, or jointly with, third parties, or (4)risks relating to overbuilding. In addition, the rate at which wireless carriers adopt or prioritize small cells may be lower or slower than we anticipate. Oursmall cell operations will also expose us to different safety or liability risks or hazards than our traditional site rental business as a result of numerous factors,including the location or nature of the assets involved. Because small cells are comparatively new technologies and are continuing to evolve, there may beother risks related to small cells of which we are not yet aware.10New technologies may significantly reduce demand for our wireless infrastructure or negatively impact our revenues.Improvements in the efficiency of wireless networks could reduce the demand for our wireless infrastructure. For example, signal combiningtechnologies that permit one antenna to service multiple frequencies and, thereby, multiple customers may reduce the need for our wireless infrastructure. Inaddition, other technologies, such as WiFi, DAS, femtocells, other small cells, or satellite (such as low earth orbiting) and mesh transmission systems may, inthe future, serve as substitutes for, or alternatives to, leasing that might otherwise be anticipated or expected on wireless infrastructure had such technologiesnot existed. Any significant reduction in wireless infrastructure leasing demand resulting from the previously mentioned technologies or other technologiesmay negatively impact our revenues or otherwise have a material adverse effect on us.New wireless technologies may not deploy or be adopted by customers as rapidly or in the manner projected.There can be no assurances that new wireless services or technologies will be introduced or deployed as rapidly or in the manner projected by thewireless or broadcast industries. In addition, demand or customer adoption rates for such new technologies may be lower or slower than anticipated fornumerous reasons. As a result, growth opportunities or demand for our wireless infrastructure as a result of such technologies may not be realized at the timesor to the extent anticipated.If we fail to retain rights to our wireless infrastructure, including the land interests under our towers, our business may be adversely affected.Our property interests relating to the land interests on which our towers reside consist of leasehold and sub-leasehold interests, fee interests, easements,licenses, and rights-of-way. A loss of these interests may interfere with our ability to conduct our business or generate revenues. For various reasons, we maynot always have the ability to access, analyze, or verify all information regarding titles or other issues prior to purchasing wireless infrastructure. Further, wemay not be able to renew ground leases on commercially viable terms. Our ability to retain rights to the land interests on which our towers reside depends onour ability to purchase such land, including fee interests and perpetual easements, or renegotiate or extend the terms of the leases relating to such land.Approximately 12% of our site rental gross margins for the year ended December 31, 2014 were derived from towers where the leases for the land interestsunder such towers had final expiration dates of less than ten years. If we are unable to retain rights to the land interests on which our towers reside, ourbusiness may be adversely affected.As of December 31, 2014, approximately 53% of our towers were leased or subleased or operated and managed under master leases, subleases, or otheragreements with Sprint, T-Mobile, and AT&T. We have the option to purchase these towers at the end of their respective lease terms. We have no obligationto exercise such purchase options. We may not have the required available capital to exercise our right to purchase some or all of these towers at the timethese options are exercisable. Even if we do have available capital, we may choose not to exercise our right to purchase these towers or some or all of the T-Mobile or AT&T towers for business or other reasons. In the event that we do not exercise these purchase rights, or are otherwise unable to acquire an interestthat would allow us to continue to operate these towers after the applicable period, we will lose the cash flows derived from such towers, which may have amaterial adverse effect on our business. In the event that we decide to exercise these purchase rights, the benefits of the acquisition of these towers may notexceed the costs, which could adversely affect our business. Additional information concerning these towers and the applicable purchase options as ofDecember 31, 2014 is as follows:•Approximately 16% of our towers are leased or subleased or operated and managed for an initial period of 32 years (through May 2037) undermaster leases, subleases or other agreements with Sprint. We have the option to purchase in 2037 all (but not less than all) of the leased andsubleased 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 withT-Mobile for a weighted-average term of approximately 28 years, weighted on site rental gross margin. We have the option to purchase the leasedand subleased towers from T-Mobile at the end of the respective lease or sublease terms for aggregate option payments of approximately $2.0billion, which payments, if exercised, would be due between 2035 and 2049. In addition, through the T-Mobile Acquisition, there are anotherapproximately 1% of our towers subject to a lease and sublease or other related arrangements with AT&T. We have the option to purchase thesetowers that we do not otherwise already own at the end of their respective lease terms for aggregate option payments of up to approximately $405million, which payments, if exercised, would be due between 2018 and 2032 (less than $10 million would be due before 2025).•Approximately 22% of our towers are leased or subleased or operated and managed under a master prepaid lease or other related agreements withAT&T for a weighted-average term of approximately 28 years, weighted on site rental gross margin. We have the option to purchase the leased andsubleased 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 2048.11Under master lease or master prepaid lease arrangements we have with T-Mobile, Sprint and AT&T, certain of our subsidiaries lease or sublease, or areotherwise granted the right to manage and operate, towers from bankruptcy remote subsidiaries of such carriers. If one of these bankruptcy remote subsidiariesnevertheless becomes a debtor in a bankruptcy proceeding and is permitted to reject the underlying ground lease, our subsidiaries could lose their interest inthe applicable sites. If our subsidiaries were to lose their interest in the applicable sites or if the applicable ground leases were to be terminated, we would losethe cash flow derived from the towers on those sites, which may have a material adverse effect on our business. We have similar bankruptcy risks with respectto sites that we operate under management agreements.Our network services business has historically experienced significant volatility in demand, which reduces the predictability of our results.The operating results of our network services business for any particular period may vary significantly and should not necessarily be consideredindicative of longer-term results for this activity. Our network services business is generally driven by demand for our wireless infrastructure and may beadversely impacted by various factors, including:•competition;•the timing and amount of customer capital expenditures;•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 expansion or development of our business, including through acquisitions, increased product offerings or other strategic growth opportunities, maycause disruptions in our business, which may have an adverse effect on our business, operations or financial results.We seek to expand and develop our business, including through acquisitions, increased product offerings, or other strategic growth opportunities. In theordinary course of our business, we review, analyze, and evaluate various potential transactions or other activities in which we may engage. Such transactionsor activities could cause disruptions in, increase risk or otherwise negatively impact our business. Among other things, such transactions and activities may:•disrupt our business relationships with our customers, depending on the nature of or counterparty to such transactions and activities;•direct the time or attention of management away from other business operations;•fail to achieve revenue or margin targets, operational synergies or other benefits contemplated;•increase operational risk or volatility in our business; or•result in current or prospective employees experiencing uncertainty about their future roles with us, which might adversely affect our ability toretain or attract key managers or other employees.If we fail to comply with laws or regulations which regulate our business and which may change at any time, we may be fined or even lose our right toconduct some of our business.A variety of federal, state, local, and foreign laws and regulations apply to our business, including those discussed in "Item 1. Business." Failure tocomply with applicable requirements may lead to civil penalties or require us to assume indemnification obligations or breach contractual provisions. Wecannot guarantee that existing or future laws or regulations, including state and local tax laws, will not adversely affect our business, increase delays or resultin additional costs. These factors may have a material adverse effect on us.If radio frequency emissions from wireless handsets or equipment on our wireless infrastructure are demonstrated to cause negative health effects,potential future claims could adversely affect our operations, costs or revenues.The potential connection between radio frequency emissions and certain negative health effects, including some forms of cancer, has been the subjectof substantial study by the scientific community in recent years. We cannot guarantee that claims relating to radio frequency emissions will not arise in thefuture or that the results of such studies will not be adverse to us.Public perception of possible health risks associated with cellular or other wireless communication services may slow or diminish the growth of wirelesscompanies, which may in turn slow or diminish our growth. In particular, negative public perception of, and regulations regarding, these perceived healthrisks may slow or diminish the market acceptance of wireless communication services. If a connection between radio frequency emissions and possiblenegative health effects were established, our operations,12costs, or revenues may be materially and adversely affected. We currently do not maintain any significant insurance with respect to these matters.Certain provisions of our restated certificate of incorporation ("Charter"), amended and restated by-laws ("by-laws") and operative agreements, anddomestic and international competition laws may make it more difficult for a third party to acquire control of us or for us to acquire control of a thirdparty, even if such a change in control would be beneficial to our stockholders.We have a number of anti-takeover devices in place that will hinder takeover attempts or may reduce the market value of our common stock. Our anti-takeover provisions include:•a staggered board of directors, which is currently being phased out but will not be fully declassified until 2016;•the authority of the board of directors to issue preferred stock without approval of the holders of our common stock; and•advance notice requirements for director nominations or actions to be taken at annual meetings.Our by-laws permit special meetings of the stockholders to be called only upon the request of our Chief Executive Officer or a majority of the board ofdirectors, and deny stockholders the ability to call such meetings. Such provisions, as well as the provisions of Section 203 of the Delaware GeneralCorporation Law, may impede a merger, consolidation, takeover, or other business combination or discourage a potential acquirer from making a tender offeror otherwise attempting to obtain control of us.In addition, domestic or international competition laws may prevent or discourage us from acquiring wireless infrastructure in certain geographicalareas or impede a merger, consolidation, takeover, or other business combination or discourage a potential acquirer from making a tender offer or otherwiseattempting to obtain control of us.We may be adversely affected by exposure to changes in foreign currency exchange rates relating to our operations in Australia.Our Australian operations expose us to fluctuations in foreign currency exchange rates. For 2014, approximately 4% of our consolidated net revenueswere denominated in Australian dollars. See "Item. 7. MD&A—Results of Operations—Comparison of Operating Segments" for a discussion of the effects of achange in the Australian dollar to U.S. dollar exchange rate. We have not historically engaged in significant hedging activities relating to our Australianoperations, and we may suffer future losses as a result of changes in currency exchange rates.Risks Relating to Our REIT ElectionFuture dividend payments to our stockholders will reduce the availability of our cash on hand available to fund future discretionary investments, and mayresult in a need to incur indebtedness or issue equity securities to fund growth opportunities. In such event, the then current economic, credit market orequity market conditions will impact the availability or cost of such financing, which may hinder our ability to grow our per share results of operations.During the first quarter of 2014, we commenced paying a quarterly cash dividend on our common stock. In October 2014, we increased our quarterlycash dividend, beginning in the fourth quarter of 2014, from an annual amount of $1.40 to $3.28 per share. As such, we declared quarterly cash dividends of$0.82 per share in each of October 2014 and February 2015. We currently expect such increased dividends to result in aggregate annual cash payments ofapproximately $1.1 billion during 2015, subject to the future approval of our board of directors. Over time, we expect to increase our dividend per sharegenerally commensurate with our realized growth in cash flows. Future dividends are subject to the approval of our board of directors. See notes 11 and 18 toour consolidated financial statements.Effective January 1, 2014, we commenced operating as a REIT for U.S. federal income tax purposes. To remain qualified and be taxed as a REIT, wewill generally be required to distribute at least 90% of our REIT taxable income after the utilization of any available NOLs, (determined without regard tothe dividends paid deduction and excluding net capital gain) each year to our stockholders. The increased common stock dividend will delay the utilizationof our NOLs and may cause certain of the NOLs to expire without utilization. See also "Item 7. MD&A—General Overview—Common Stock Dividend" and"Item 7. MD&A—General Overview—REIT Election."As discussed in "Item 1. MD&A—Business—Strategy," we seek to invest our capital, including the net cash provided by our operating activities as wellas external financing sources, in a manner that will increase long-term stockholder value on a risk-adjusted basis. Our historical discretionary investmentshave included the following (in no particular order): purchasing our common stock, acquiring or constructing wireless infrastructure, acquiring land interestsunder towers, improving or structurally enhancing our existing wireless infrastructure, or purchasing, repaying or redeeming our debt. External financing,including debt, equity, and equity-related issuances to fund future discretionary investments either (1) may not be available to us or (2) may not be accessibleby us at terms that would result in the investment of the net proceeds raised yielding incremental growth in our per13share operating results. As a result, future dividend payments may hinder our ability to grow our per share results of operations or otherwise adversely affectour ability to execute our business plan.See also "—If we fail to pay scheduled dividends on the Convertible Preferred Stock, in cash, common stock, or any combination of cash and commonstock, we will be prohibited from paying dividends on our common stock, which may jeopardize our status as a REIT" below.Remaining qualified to be taxed as a REIT involves highly technical and complex provisions of the US Internal Revenue Code. Failure to remainqualified as a REIT would result in our inability to deduct dividends to stockholders when computing our taxable income, which would reduce ouravailable cash.Effective January 1, 2014, we commenced operating as a REIT for U.S. federal tax purposes. As a REIT, we are generally entitled to a deduction fordividends that we pay and therefore are not subject to U.S. federal corporate income tax on our taxable income that is distributed to our commonstockholders.While we intend to operate so that we remain qualified as a REIT, given the highly complex nature of the rules governing REITs, the ongoingimportance of factual determinations, and the possibility of future changes in our circumstances, no assurance can be given that we will qualify as a REIT forany particular year.If, in any taxable year, we fail to qualify for taxation as a REIT and are not entitled to relief under the Internal Revenue Code of 1986, as amended("Code"), then:•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 corporaterates; 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 bedisqualified from re-electing REIT status for the four taxable years following the year during which we were so disqualified.Although we may have federal NOLs available to reduce any taxable income, to the extent our federal NOLs have been utilized or are otherwiseunavailable, any such corporate tax liability could be substantial, would reduce the amount of cash available for other purposes and might necessitate theborrowing of additional funds or the liquidation of some investments to pay any additional tax liability. Accordingly, funds available for investment wouldbe reduced.Under the Code, no more than 25% of the value of the assets of a REIT may be represented by securities of one or more TRSs or other non-qualifyingassets. This limitation may affect our ability to make additional investments in non-REIT qualifying operations or assets, or in any operations held throughTRSs. The net income of our TRSs is not required to be distributed to us, and income that is not distributed to us generally will not be subject to the REITincome distribution requirement. However, there may be limitations on our ability to accumulate earnings in our TRSs and the accumulation or reinvestmentof significant earnings in our TRSs could result in adverse tax treatment. In particular, if the accumulation of cash in our TRSs causes the fair market value ofour securities in our TRSs or certain other non-qualifying assets to exceed 25% of the fair market value of our assets at the end of any quarter, then we mayfail to remain qualified as a REIT.Complying with REIT requirements, including the 90% distribution requirement, may limit our flexibility or cause us to forgo otherwise attractiveopportunities, including certain discretionary investments and potential financing alternatives.To remain qualified and be taxed as a REIT, we will generally be required to distribute at least 90% of our REIT taxable income after the utilization ofany available NOLs (determined without regard to the dividends paid deduction and excluding net capital gain) each year to our stockholders. Wecommenced declaring regular quarterly cash dividends to our common stockholders beginning with the first quarter of 2014. See notes 11 and 18 to ourconsolidated financial statements. Any such dividends, however, are subject to the determination and approval of our board of directors based on then-current and anticipated future conditions, including our earnings, net cash provided by operating activities, capital requirements, financial condition, ourrelative market capitalization, our existing federal NOLs of approximately $2.2 billion, of which approximately $1.9 billion are available to offset REITtaxable income, or other factors deemed relevant by our board of directors.To the extent that we satisfy the 90% distribution requirement, but distribute less than 100% of our REIT taxable income (after the application ofavailable NOLs, if any), we will be subject to federal corporate income tax on our undistributed taxable income. In addition, we will be subject to a 4%nondeductible excise tax if the actual amount that we pay out to our stockholders for a calendar year is less than a minimum amount specified under theCode.14From time to time, we may generate REIT taxable income greater than our cash flow as a result of differences in timing between the recognition oftaxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortizationpayments. If we do not have other funds available in these situations, we could be required to borrow funds on unfavorable terms, sell assets atdisadvantageous prices, or distribute amounts that would otherwise be invested in future acquisitions to make distributions sufficient to enable us to pay outenough of our taxable income to satisfy the REIT dividend requirement and to avoid corporate income tax and the 4% excise tax in a particular year. Thesealternatives could increase our costs or reduce our equity. Thus, compliance with the REIT requirements may hinder our ability to grow, which couldadversely affect the value of our common stock. Furthermore, the REIT dividend requirements may increase the financing we need to fund capitalexpenditures, future growth, or expansion initiatives, which would increase our total leverage.In addition to satisfying the distribution test, to remain qualified as a REIT for tax purposes, we will need to continually satisfy tests concerning, amongother things, the sources of our income, the nature and diversification of our assets and the ownership of our capital stock. Compliance with these tests willrequire us to refrain from certain activities and may hinder our ability to make certain attractive investments, including the purchase of non-qualifying assets,the expansion of non-real estate activities, or investments in the businesses to be conducted by our TRSs, and to that extent, limit our opportunities and ourflexibility to change our business strategy. Furthermore, acquisition opportunities in domestic or international markets may be adversely affected if we needor require the target company to comply with some REIT requirements prior to completing any such acquisition. In addition, our conversion to a REIT mayresult in investor pressures not to pursue growth opportunities that are not immediately accretive.Moreover, if we fail to comply with certain asset ownership tests, at the end of any calendar quarter, we must correct the failure within 30 days after theend of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification. As a result, we may be required to liquidateassets in adverse market conditions or forgo otherwise attractive investments. These actions may reduce our income and amounts available for distribution toour stockholders.If we fail to pay scheduled dividends on the Convertible Preferred Stock, in cash, common stock, or any combination of cash and common stock, we will beprohibited from paying dividends on our common stock, which may jeopardize our status as a REIT.The terms of the Convertible Preferred Stock provide that, unless accumulated dividends have been paid or set aside for payment on all outstandingConvertible Preferred Stock for all past dividend periods, no dividends may be declared or paid on our common stock. If that were to occur, the inability topay dividends on our common stock might jeopardize our status as a REIT for U.S. federal income tax purposes. See note 11 to our consolidated financialstatements.We have limited experience operating as a REIT. Our failure to successfully operate as a REIT may adversely affect our financial condition, cash flow, theper share trading price of our common stock, or our ability to satisfy debt service obligations.We have limited operating history as a REIT. In addition, our senior management team has limited experience operating a REIT. We cannot assure youthat our past experience will be sufficient to operate our company successfully as a REIT, including our ability to remain qualified as a REIT. Failure tomaintain REIT status could adversely affect our financial condition, results of operations, cash flow, or ability to satisfy debt service obligations.REIT related ownership limitations and transfer restrictions may prevent or restrict certain transfers of our capital stock.In order for us to continue to satisfy the requirements for REIT qualification, our capital stock must be beneficially owned by 100 or more personsduring at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year (other than the first year for which an electionto be a REIT has been made). Also, not more than 50% of the value of the outstanding shares of our capital stock may be owned, directly or indirectly, by fiveor fewer “individuals” (as defined in the Code to include certain entities such as private foundations) during the last half of a taxable year (other than the firsttaxable year for which an election to be a REIT has been made). In order to facilitate compliance with the REIT rules, our Charter includes provisions thatimplement REIT-related ownership limitations and transfer restrictions that generally prohibit any person (as defined in our Charter) from beneficially orconstructively owning, or being deemed to beneficially or constructively own by virtue of the attribution provisions of the Code, more than 9.8%, by valueor number of shares, whichever is more restrictive, of the outstanding shares of our common stock, or 9.8% in aggregate value of the outstanding shares of allclasses and series of our capital stock, including our common stock and any shares of our Convertible Preferred Stock. In addition, our Charter provides forcertain other ownership limitations and transfer restrictions. Under applicable constructive ownership rules, any shares of capital stock owned by certainaffiliated owners generally would be added together for purposes of the ownership limitations. These ownership limitations and transfer restrictions couldhave the effect of delaying, deferring or preventing a transaction or a change in control of our company that might involve a premium price for our capitalstock or otherwise might be in the best interest of our stockholders.15Available Information and CertificationsWe maintain an internet website at www.crowncastle.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports onForm 8-K (and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934) are madeavailable, free of charge, through the investor relations section of our internet website at http://investor.crowncastle.com and at the SEC's website athttp://sec.gov as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. You may also read or copy anydocument we file with the SEC at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 forfurther information on the public reference room.In addition, our corporate governance guidelines, business practices, and ethics policy and the charters of our Audit Committee, CompensationCommittee and Nominating & Corporate Governance Committee are available through the investor relations section of our internet website athttp://www.crowncastle.com/investor/corpGovernance.asp, and such information is also available in print to any stockholder who requests it.We submitted the Chief Executive Officer certification required by Section 303A.12(a) of the New York Stock Exchange ("NYSE") Listed CompanyManual, relating to compliance with the NYSE's corporate governance listing standards, to the NYSE on June 24, 2014 with no qualifications. We haveincluded the certifications of our Chief Executive Officer and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002 and relatedrules as Exhibits 31.1 and 31.2 to this Annual Report on Form 10-K.Item 1B. Unresolved Staff CommentsNone.Item 2. PropertiesOfficesOur principal corporate headquarters is owned and located in Houston, Texas. In addition, we have offices in the U.S. where we have high wirelessinfrastructure concentrations and an office in Sydney, Australia.Wireless InfrastructureTowers are vertical metal structures generally ranging in height from 50 to 300 feet. In addition, wireless communication services equipment may alsobe placed on building rooftops and other structures. Our towers are located on tracts of land with an average size of approximately 15,000 square feet. Thesetracts of land support the towers, equipment shelters, and where applicable, guy-wires to stabilize the structure. Our small cells are typically located in areasin which zoning restrictions or other barriers may prevent or delay the deployment of a tower and often are attached to public right-of-way infrastructure,including utility poles or street lights, or are located at venues or universities. To date, our small cells are DAS, which is a network of antennas for the benefitof wireless carriers and is connected by fiber to communication hubs designed to facilitate wireless communication services.See "Item 1. Business—Overview" for information regarding our wireless infrastructure portfolio including with respect to our land interests and for adiscussion of the location of our towers in the U.S. and Australia, including the percentage of our U.S. towers in the top 50 and 100 BTAs. See "Item 7. MD&A—Liquidity and Capital Resources—Contractual Cash Obligations" for a tabular presentation of the remaining terms to final expiration of the leases for theland interests which we do not own and on which our towers are located as of December 31, 2014.Approximately 79% of our debt is secured. Nearly all of our wireless infrastructure is held in subsidiaries whose equity interests have been pledged,directly or indirectly, along with other collateral to secure such indebtedness. See note 7 to our consolidated financial statements.Approximately 53% of our towers are leased or subleased or operated and managed under master leases, subleases, or other agreements with Sprint, T-Mobile, and AT&T. We have the option to purchase these towers at the end of their respective lease terms. We have no obligation to exercise such purchaseoptions. See note 1 to our consolidated financial statements and "Item 1A. Risk Factors" for a further discussion. Substantially all of our wireless infrastructurecan accommodate additional tenancy either as currently constructed or with appropriate modifications to the structure. Additionally, if so inclined as a resultof a customer request for a new tenant addition or amendment of an existing installation, we could generally replace an existing tower with another tower inits place providing additional capacity, subject to certain restrictions. As of December 31, 2014, the average16number of tenants (defined as a unique license or any related amendments thereto for count purposes) per tower is approximately 2.3 on our towers. Thefollowing is a summary of the number of existing tenants per tower as of December 31, 2014 (see "Item 7. MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" for a discussion of our impairment evaluation and our towers with no tenants).Number of Tenants Percent of TowersGreater than five 4%Five 5%Four 9%Three 16%Two 25%Less than two 41%Total 100%Item 3. Legal ProceedingsWe are periodically involved in legal proceedings that arise in the ordinary course of business. Most of these proceedings arising in the ordinary courseof business involve disputes with landlords, vendors, collection matters involving bankrupt customers, zoning or variance matters, condemnation, orwrongful termination claims. While the outcome of these matters cannot be predicted with certainty, management does not expect any pending matters tohave a material adverse effect on us.Item 4. Mine Safety DisclosuresN/A17PART II Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesPrice Range of Common StockOur common stock is listed and traded on the NYSE under the symbol "CCI." The following table sets forth for the calendar periods indicated the highand low sales prices per share of our common stock as reported by the NYSE. High (a) Low (a)2014: First Quarter$76.54 $68.44Second Quarter77.95 71.29Third Quarter81.00 72.53Fourth Quarter84.97 74.452013: First Quarter$75.50 $66.13Second Quarter81.16 66.95Third Quarter78.00 66.73Fourth Quarter77.22 69.87 (a)Prices per share reflect the high and low sale prices per share, unadjusted for common stock dividends declared and paid. See notes 11 and 18 to our consolidated financialstatements.As of February 13, 2015, there were approximately 860 holders of record of our common stock.Dividend PolicyEffective January 1, 2014, we commenced operating as a REIT for U.S. federal income tax purposes. To remain qualified and be taxed as a REIT, we willgenerally be required to distribute at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and excluding netcapital gain) each year to our stockholders. See also "Item 7. MD&A—General Overview—Common Stock Dividend," "Item 7. MD&A—General Overview—REIT Election," and notes 10 and 11 to our consolidated financial statements.During the first quarter of 2014, we commenced paying a quarterly cash dividend on our common stock. In October 2014, we increased our quarterlycash dividend, beginning in the fourth quarter of 2014, from an annual amount of $1.40 to $3.28 per share. As such, we declared quarterly cash dividends of$0.82 per share in each of October 2014 and February 2015, which represented an increase of $0.47 per share from the $0.35 per share quarterly dividenddeclared during each of the first three quarters of 2014. The increased common stock dividend will delay the utilization of our NOLs and may cause certain ofthe NOLs to expire without utilization. We currently expect such increased dividends to result in aggregate annual cash payments of approximately $1.1billion during 2015, subject to the future approval of our board of directors. Over time, we expect to increase our dividend per share generally commensuratewith our realized growth in cash flows.The declaration amount and payment of any future dividends, however, are subject to the determination and approval of our board of directors based onthen-current or anticipated future conditions, including our earnings, net cash provided by operating activities, capital requirements, financial condition, ourrelative market capitalization, our existing NOLs, or other factors deemed relevant by our board of directors. In addition, our ability to pay dividends islimited by the terms of our debt instruments under certain circumstances.Equity Compensation PlansCertain information with respect to our equity compensation plans is set forth in "Item 12. Security Ownership of Certain Beneficial Owners andManagement" herein.18Performance GraphThe following performance graph is a comparison of the five year cumulative stockholder return on our common stock against the cumulative totalreturn of the S&P 500 Market Index, the Dow Jones U.S. Telecommunications Equipment Index and the FTSE NAREIT All Equity REITs Index for the periodcommencing December 31, 2009 and ending December 31, 2014. The performance graph assumes an initial investment of $100.0 in our common stock andin each of the indices. The performance graph and related text are based on historical data and are not necessarily indicative of future performance. Years Ended December 31,Company/Index/Market 2009 2010 2011 2012 2013 2014Crown Castle International Corp. 100.00 112.27 114.75 184.84 188.09 206.62S&P 500 Market Index 100.00 115.06 117.49 136.30 180.44 205.14DJ US Telecommunications Equipment Index 100.00 103.30 95.14 104.42 126.80 146.09FTSE NAREIT All Equity REITs Index 100.00 127.94 138.55 165.98 170.72 218.57The performance graph above and related text are being furnished solely to accompany this annual report on Form 10-K pursuant to Item 201(e) ofRegulation S-K, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated byreference into any filing of ours, whether made before or after the date hereof, regardless of any general incorporation language in such filing.19Item 6. Selected Financial DataOur selected historical consolidated financial and other data set forth below for each of the five years in the period ended December 31, 2014, and as ofDecember 31, 2014, 2013, 2012, 2011 and 2010 have been derived from our consolidated financial statements. The information set forth below should beread in conjunction with "Item 1. Business," "Item 7. MD&A" and our consolidated financial statements. Years Ended December 31, 2014(a) 2013(a) 2012(a) 20112010 (In thousands of dollars, except per share amounts)Statement of Operations Data: Net revenues: Site rental$3,006,774 $2,503,620 $2,124,190 $1,853,550 $1,700,761Network services and other683,110 518,764 308,490 179,179 177,897Net revenues3,689,884 3,022,384 2,432,680 2,032,729 1,878,658Operating expenses: Costs of operations(b): Site rental944,666 725,109 539,239 481,398 467,136Network services and other405,800 321,687 189,750 106,987 114,241Total costs of operations1,350,466 1,046,796 728,989 588,385 581,377General and administrative282,696 238,702 212,572 173,493 165,356Asset write-down charges15,040 14,863 15,548 22,285 13,687Acquisition and integration costs35,042 26,005 18,298 3,310 2,102Depreciation, amortization and accretion1,013,064 774,215 622,592 552,951 540,771Operating income (loss)993,576 921,803 834,681 692,305 575,365Interest expense and amortization of deferred financing costs(573,291) (589,630) (601,044) (507,587) (490,269)Gains (losses) on retirement of long-term obligations(44,629) (37,127) (131,974) — (138,367)Net gain (loss) on interest rate swaps(c)— — — — (286,435)Interest income616 1,355 4,556 666 2,204Other income (expense)11,862 (3,872) (5,392) (5,577) (603)Income (loss) before income taxes388,134 292,529 100,827 179,807 (338,105)Benefit (provision) for income taxes(d)10,640 (198,628) 100,061 (8,347) 26,846Net income (loss)398,774 93,901 200,888 171,460 (311,259)Less: Net income (loss) attributable to the noncontrolling interest8,261 3,790 12,304 383 (319)Net income (loss) attributable to CCIC stockholders390,513 90,111 188,584 171,077 (310,940)Dividends on preferred stock and losses on purchases of preferred stock(43,988) (11,363) (2,629) (22,940) (20,806)Net income (loss) attributable to CCIC common stockholders$346,525 $78,748 $185,955 $148,137 $(331,746)Net income (loss) attributable to CCIC common stockholders, per commonshare - basic and diluted$1.04 $0.26 $0.64 $0.52 $(1.16)Weighted-average common shares outstanding (in thousands): Basic (e)(g)332,302 298,083 289,285 283,821 286,764Diluted (e)(g)333,265 299,293 291,270 285,947 286,764 Dividends/distributions declared per share$1.87 $— $— $— $—20 Years Ended December 31, 2014(a) 2013(a) 2012(a) 2011 2010 (In thousands of dollars, except per share amounts)Other Data: Summary cash flow information: Net cash provided by (used for) operating activities$1,666,130 $1,237,656 $772,557 $643,454 $603,430Net cash provided by (used for) investing activities(1,242,905) (5,520,969) (4,199,596) (399,865) (390,949)Net cash provided by (used for) financing activities(462,987) 4,063,133 3,786,803 (275,712) (866,624)Ratio of earnings to fixed charges(f)1.5 1.4 1.1 1.3 —Balance Sheet Data (at period end): Cash and cash equivalents$175,620 $223,394 $441,364 $80,120 $112,531Property and equipment, net9,148,311 8,947,677 6,917,531 4,861,227 4,893,651Total assets21,143,276 20,594,908 16,088,709 10,545,096 10,469,529Total debt and other long-term obligations11,920,861 11,594,500 11,611,242 6,885,699 6,778,894Total CCIC stockholders' equity(g)6,716,225 6,926,717 2,938,746 2,386,245 2,445,373 (a)Inclusive of the impact of acquisitions. See note 3 to our consolidated financial statements.(b)Exclusive of depreciation, amortization and accretion, which are shown separately.(c)The 2010 amount is predominately losses on various interest rate swaps that no longer qualified for hedge accounting and included swaps that were no longer economic hedges.As of December 31, 2014, we had no interest rate swaps outstanding.(d)See note 10 to our consolidated financial statements regarding our income taxes, including our REIT election and the related de-recognition of a portion of our net deferred taxassets in 2013.(e)Basic net income (loss) attributable to CCIC common stockholders, per common share excludes dilution and is computed by dividing net income (loss) attributable to CCICcommon stockholders by the weighted-average number of common shares outstanding during the period. Diluted income (loss) attributable to CCIC common stockholders, percommon share is computed by dividing net income (loss) attributable to CCIC common stockholders by the weighted-average number of common shares outstanding during theperiod plus any potential dilutive common share equivalents, including shares issuable (1) upon the vesting of unvested restricted stock awards ("RSAs") and unvested restrictedstock units ("RSUs"), as determined under the treasury stock method and (2) upon conversion of our Convertible Preferred Stock, as determined under the if-converted method.See note 2 to our consolidated financial statements.(f)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 chargesconsist of interest expense, amortized premiums, discounts and capitalized expenses related to indebtedness, interest capitalized and the interest component of operating leaseexpense. For 2010 earnings were insufficient to cover fixed charges by $338.1 million.(g)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 PreferredStock, which generated net proceeds of $950.9 million, to partially fund the AT&T Acquisition (collectively, "October 2013 Equity Financings"). See notes 3 and 11 to ourconsolidated financial statements regarding the AT&T Acquisition and October 2013 Equity Financings.21Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsGeneral OverviewOverviewWe own, operate, and lease shared wireless infrastructure. See "Item 1. Business" for a further discussion of our business, including our long-termstrategy, certain key terms of our lease agreements, and growth trends in the wireless communication services industry. Site rental revenues represented 81%of our 2014 consolidated net revenues. CCUSA, our largest operating segment, accounted for 95% of our 2014 site rental revenues.Business Fundamentals and ResultsThe following are certain highlights of our business fundamentals and results as of and for the year ended December 31, 2014:•Effective January 1, 2014, we commenced operating as a REIT for U.S. federal income tax purposes (see "Item 7. MD&A—General Overview—REIT Election").•Potential growth resulting from wireless network expansion and new entrants◦We expect wireless carriers will continue their focus on improving network quality and expanding capacity by adding additional antennas orother equipment on our wireless infrastructure.◦We expect existing and potential new wireless carrier demand for our wireless infrastructure will result from (1) next generation technologies,(2) increased usage of wireless data applications (including mobile entertainment, mobile internet usage, and machine-to-machineapplications), (3) adoption of other emerging and embedded wireless devices (including smartphones, laptops, tablets, and other devices), (4)increasing smartphone penetration, (5) wireless carrier focus on expanding quality and capacity, or (6) the availability of additional spectrum.◦Substantially all of our wireless infrastructure can accommodate additional tenancy, either as currently constructed or with appropriatemodifications to the structure.◦U.S. wireless carriers continue to invest in their networks.◦Our site rental revenues grew $503 million, or 20%, from the full year 2013 to 2014. This growth was predominately comprised of thefollowing, exclusive of the impact of straight-line accounting:▪An approximate 15% increase due to the AT&T Acquisition (based on initial run-rates), which was completed in December 2013.▪An approximate 6% increase from new tenant additions and amendments to existing tenant leases.▪An approximate 4% increase from cash escalations, partially offset by a decrease of approximately 3% in site rental revenues caused bythe non-renewal of tenant leases.•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 seven years, exclusive of renewals at the tenant's option, currently representingapproximately $22 billion of expected future cash inflows.•Revenues predominately from large wireless carriers◦Approximately 88% of our consolidated site rental revenues were derived from AT&T, Sprint, T-Mobile, and Verizon Wireless. See also "Item1A. Risk Factors" and note 15 to our consolidated financial statements.•Majority of land interests under our towers under long-term control◦Nearly 90% and nearly 75% of our site rental gross margin is derived from towers that reside on land that we own or control for greater thanten and 20 years, respectively. The aforementioned amounts include towers that reside on land interests that are owned, including fee interestsand perpetual easements, which represent approximately one-third of our site rental gross margin.•Relatively fixed wireless infrastructure operating costs◦Our wireless infrastructure operating costs tend to increase at approximately the rate of inflation and are not typically influenced by newtenant additions.•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)◦64% 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" for a further discussion of our debt covenants.22◦During January 2014, we amended our 2012 Credit Facility by extending the maturity date on a portion of the Tranche B Term Loans,including the Incremental Tranche B Term Loans, to January 2021. As of December 31, 2014, our Tranche B Term Loans, including theIncremental Tranche B Term Loans and the Incremental Tranche B-2 Term Loans, consist of $2.3 billion aggregate principal amount dueJanuary 2021 and $565.6 million aggregate principal amount due January 2019.◦During April 2014, we issued $850.0 million of 4.875% Senior Notes, due in April 2022.◦We utilized a portion of the net proceeds from the 4.875% Senior Notes offering to (1) repay $300.0 million aggregate principal amount of theJanuary 2010 Tower Revenue Notes and (2) redeem all of the previously outstanding 7.125% Senior Notes.◦During January and February 2015, we increased the aggregate revolving commitment under the 2012 Revolver by $730 million toapproximately $2.2 billion.•Significant cash flows from operations◦Net cash provided by operating activities was $1.7 billion.◦We expect to grow our core business of providing access to our wireless infrastructure as a result of contractual escalators and anticipateddemand for our wireless infrastructure.•Returning cash flows provided by operations to stockholders in the form of dividends (see also "Item 1. Business")◦During 2014, we paid common stock cash dividends totaling approximately $624.3 million. 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 2014.•Investing capital efficiently to grow long-term dividends per share (see also "Item 1. Business")◦Discretionary capital expenditures of $696.1 million, including wireless infrastructure improvements in order to support additional siterentals, construction of wireless infrastructure, and land purchases.Common Stock DividendIn the first quarter of 2014, we commenced paying a quarterly cash dividend on our common stock. In October 2014, we increased our quarterly cashdividend, beginning in the fourth quarter of 2014, from an annual amount of $1.40 to $3.28 per share. As such, we declared quarterly cash dividends of $0.82per share in each of October 2014 and February 2015, which represented an increase of $0.47 per share from the $0.35 per share quarterly dividends declaredduring each of the first three quarters of 2014. We currently expect such increased dividends to result in aggregate annual cash payments of approximately$1.1 billion during 2015, subject to the future approval of our board of directors. Over time, we expect to increase our dividend per share generallycommensurate with our realized growth in cash flows. Future dividends are subject to the approval of our board of directors. See notes 11 and 18 to ourconsolidated financial statements.Outlook HighlightsThe following are certain highlights of our 2015 outlook that impact our business fundamentals described above.•We expect that our full year 2015 site rental revenue growth will be benefited by similar levels of tenant additions as in 2014, as large U.S.wireless carriers continue to upgrade their networks, partially offset by an increase in non-renewals of tenant leases. We expect non-renewals oftenant leases to result from (1) Sprint's decommissioning of its legacy Nextel iDEN network during 2014 and 2015 and (2) the decommissioning ofthe Acquired Networks, at least in part, which we expect to occur predominately from 2015 through 2018. See "Item 1A. Risk Factors" for a furtherdiscussion of non-renewals.•We expect sustaining capital expenditures of approximately 2% of net revenues for full year 2015.23REIT ElectionEffective January 1, 2014, we commenced operating as a REIT for U.S. federal income tax purposes. As a REIT, we are generally entitled to a deductionfor dividends that we pay and therefore are not subject to U.S. federal corporate income tax on our taxable income that is distributed to our stockholders. Wealso may be subject to certain federal, state, local, and foreign taxes on our income or assets, including (1) alternative minimum taxes, (2) taxes on anyundistributed income, (3) taxes related to the TRSs, (4) state, local, or foreign income taxes, (5) franchise taxes, (6) property taxes and (7) transfer taxes. Inaddition, we could in certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or morerelief provisions under the Code to maintain qualification for taxation as a REIT.Our small cells are currently included in one or more wholly owned TRSs. In August 2014, we received a favorable private letter ruling from the IRS,which provides that the real property portion of our small cells and the related rents qualify as real property and rents from real property, respectively, underthe rules governing REITs. We are evaluating the impact of this private letter ruling, and subject to board approval, we expect to take appropriate action toinclude at least some part of our small cells as part of the REIT during 2015. Once we have completed our evaluation and necessary actions to include smallcells in the REIT, we expect to de-recognize our net deferred tax liabilities related to such part of our small cells.Additionally, we have included in TRSs our tower operations in Australia and certain other assets and operations. Those TRS assets and operations(along with any part of our small cells that may remain in a TRS) will continue to be subject, as applicable, to federal and state corporate income taxes or toforeign taxes in the jurisdictions in which such assets and operations are located. Our foreign assets and operations (including our tower operations in PuertoRico and Australia) most likely will be subject to foreign income taxes in the jurisdictions in which such assets and operations are located, regardless ofwhether they are included in a TRS or not.To remain qualified and be taxed as a REIT, we will generally be required to distribute at least 90% of our REIT taxable income, after the utilization ofour NOLs, (determined without regard to the dividends paid deduction and excluding net capital gain) each year to our stockholders (see notes 2 and 10 toour consolidated financial statements).In connection with completing the steps necessary to qualify to operate as a REIT, in December 2013, we de-recognized the net deferred tax assets andliabilities related to the entities included in the REIT resulting in a corresponding net non-cash income tax charge of $67.4 million. The de-recognition of thedeferred tax assets and liabilities was recorded upon completion of all necessary actions to qualify as a REIT and receipt of final approval from our board ofdirectors.In October 2014, we increased our quarterly common stock cash dividend, beginning in the fourth quarter of 2014, from an annual amount of $1.40 to$3.28 per share. The increased common stock dividend will delay the utilization of our NOLs and may cause certain of the NOLs to expire withoututilization. See note 10 to our consolidated financial statements and "Item 1A. Risk Factors" for additional information concerning our REIT election.24Results of OperationsThe following discussion of our results of operations should be read in conjunction with "Item 1. Business," "Item 7. MD&A—Liquidity and CapitalResources" and our consolidated financial statements. The following discussion of our results of operations is based on our consolidated financial statementsprepared in accordance with generally accepted accounting principles in the U.S. ("GAAP") which require us to make estimates and judgments that affect thereported amounts (see "Item 7. MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" and note 2 to our consolidatedfinancial statements).Comparison of Consolidated ResultsThe following is a comparison of our 2014, 2013 and 2012 consolidated results of operations: Years Ended December 31, Percent Change(b) 2014 2013 2012 2014vs.2013 2013vs.2012 (In thousands of dollars) Net revenues: Site rental$3,006,774 $2,503,620 $2,124,190 20 % 18 %Network services and other683,110 518,764 308,490 32 % 68 %Net revenues3,689,884 3,022,384 2,432,680 22 % 24 %Operating expenses: Costs of operations(a): Site rental944,666 725,109 539,239 30 % 34 %Network services and other405,800 321,687 189,750 26 % 70 %Total costs of operations1,350,466 1,046,796 728,989 29 % 44 %General and administrative282,696 238,702 212,572 18 % 12 %Asset write-down charges15,040 14,863 15,548 * *Acquisition and integration costs35,042 26,005 18,298 * *Depreciation, amortization and accretion1,013,064 774,215 622,592 31 % 24 %Total operating expenses2,696,308 2,100,581 1,597,999 28 % 31 %Operating income (loss)993,576 921,803 834,681 8 % 10 %Interest expense and amortization of deferred financing costs(573,291) (589,630) (601,044) (3)% (2)%Gains (losses) on retirement of long-term obligations(44,629) (37,127) (131,974) * *Interest income616 1,355 4,556 * *Other income (expense)11,862 (3,872) (5,392) * *Income (loss) before income taxes388,134 292,529 100,827 * *Benefit (provision) for income taxes10,640 (198,628) 100,061 * *Net income (loss)398,774 93,901 200,888 * *Less: Net income (loss) attributable to the noncontrollinginterest8,261 3,790 12,304 * *Net income (loss) attributable to CCIC stockholders$390,513 $90,111 $188,584 * *Dividends on preferred stock$(43,988) $(11,363) $(2,629) * *Net income (loss) attributable to CCIC common stockholders$346,525 $78,748 $185,955 *Percentage is not meaningful(a)Exclusive of depreciation, amortization and accretion, which are shown separately.(b)Inclusive of the impact of foreign exchange fluctuations. See "Item 7. MD&A—Results of Operations—Comparison of Operating Segments—CCAL."2014 and 2013. Our consolidated results of operations for 2014 and 2013, respectively, predominately consist of our CCUSA segment, whichaccounted for (1) 96% and 95% of consolidated net revenues, (2) 95% and 95% of consolidated gross margins, and (3) 93% and 85% of consolidated netincome (loss) attributable to CCIC stockholders. Our operating segment results for 2014 and 2013, including CCUSA, are discussed below (see "Item 7.MD&A—Results of Operations—Comparison of Operating Segments").252013 and 2012. Our consolidated results of operations for 2013 and 2012, respectively, predominately consist of our CCUSA segment, whichaccounted for (1) 95% and 94% of consolidated net revenues, (2) 95% and 94% of consolidated gross margins, and (3) 85% and 77% of consolidated netincome (loss) attributable to CCIC stockholders. Our operating segment results for 2013 and 2012, including CCUSA, are discussed below (see "Item 7.MD&A—Results of Operations—Comparison of Operating Segments").Comparison of Operating SegmentsOur reportable operating segments for 2014 are (1) CCUSA, consisting of our U.S. operations and (2) CCAL, our Australian operations. Our financialresults are reported to management and the board of directors in this manner. See "Item 1. Business—The Company" for a discussion of our intentions toexplore a potential sale of CCAL.See note 15 to our consolidated financial statements for segment results and a reconciliation of net income (loss) to Adjusted EBITDA (defined below).Our measurement of profit or loss currently used to evaluate our operating performance and operating segments is earnings before interest, taxes,depreciation, amortization and accretion, as adjusted ("Adjusted EBITDA"). Our measure of Adjusted EBITDA may not be comparable to similarly titledmeasures of other companies, including companies in the tower sector or other similar providers of wireless infrastructure, and is not a measure of performancecalculated in accordance with U.S. GAAP.We define Adjusted EBITDA as net income (loss) plus restructuring charges (credits), asset write-down charges, acquisition and integration costs,depreciation, amortization and accretion, amortization of prepaid lease purchase price adjustments, interest expense and amortization of deferred financingcosts, gains (losses) on retirement of long-term obligations, net gain (loss) on interest rate swaps, impairment of available-for-sale securities, interest income,other income (expense), benefit (provision) for income taxes, cumulative effect of a change in accounting principle, income (loss) from discontinuedoperations, and stock-based compensation expense (see note 12 to our consolidated financial statements). The reconciliation of Adjusted EBITDA to our netincome (loss) is set forth in note 15 to our consolidated financial statements. Adjusted EBITDA is not intended as an alternative measure of operating resultsor cash flows from operations as determined in accordance with GAAP, and Adjusted EBITDA may not be comparable to similarly titled measures of othercompanies. Adjusted EBITDA is discussed further under "Item 7. MD&A—Accounting and Reporting Matters—Non-GAAP Financial Measures."CCUSA—2014 and 2013. See note 3 in our consolidated financial statements for further discussion of the impact of the 2012 Acquisitions and theAT&T Acquisition.Net revenues for 2014 increased by $673.0 million, or 23%, from 2013. This increase in net revenues resulted from an increase in (1) site rental revenuesof $495.2 million, or 21%, and (2) network services and other revenues of $177.8 million, or 36%, in each case as compared to 2013. The AT&T Acquisitionincreased our site rental revenues for 2014 compared to 2013, as discussed in "Item 7. MD&A—Overview." This increase in site rental revenues was alsoimpacted by the following items, inclusive of straight-line accounting, in no particular order: new tenant additions across our entire portfolio, renewals orextensions of tenant leases, escalations, construction of new wireless infrastructure, other acquisitions, and non-renewals of tenant leases. Tenant additionswere influenced by our customers' upgrading to LTE and their ongoing efforts to improve network quality and capacity. See also "Item 1. Business—TheCompany—CCUSA."Site rental gross margins for 2014 increased by $276.0 million, or 16%, from 2013. The increase in the site rental gross margins was related to thepreviously mentioned 21% increase in site rental revenues, primarily as a result of the AT&T Acquisition (which had lower initial margins due to loweraverage tenancy that the average tenancy for our other wireless infrastructure) and the growth in our site rental activities.Network services and other revenues for 2014 increased $177.8 million, or 36%, from 2013, and is a reflection of (1) the volume of activity from carriernetwork enhancements such as LTE upgrades, (2) changes in volume and mix, and (3) the expansion in size of our wireless infrastructure portfolio due to theT-Mobile Acquisition and AT&T Acquisition. Our network services offering is of a variable nature as these revenues are not under long-term contracts.Network services and other gross margin for 2014 increased by $81.5 million, or 43%, from 2013, primarily as a result of the previously mentioned factorsthat increased network services and other revenues.General and administrative expenses for 2014 increased by $43.8 million, or 21%, from 2013 and represented 7% of net revenues in both 2014 and2013. General and administrative expenses are inclusive of stock-based compensation charges. See also note 12 to our consolidated financial statements. Theincrease in general and administrative expenses in nominal dollars was commensurate with the growth in our business, including (1) the expansion in size ofour wireless infrastructure portfolio primarily due to acquisitions and (2) the growth in network services. Typically, our general and administrative expensesdo not significantly increase as a result of new tenant additions on our existing wireless infrastructure.26Adjusted EBITDA for 2014 increased by $335.5 million or 20%, from 2013. Adjusted EBITDA was positively impacted by the AT&T Acquisition andthe growth in our site rental and network services activities.Depreciation, amortization, and accretion for 2014 increased by $244.4 million, or 33%, from 2013. This increase predominately resulted from the fixedasset and intangible asset additions recorded related to the AT&T Acquisition.Interest expense and amortization of deferred financing costs decreased by $16.3 million, or 3%, from 2013 to 2014, as a result of our refinancingactivities, partially offset by additional borrowings under the 2012 Credit Facility to partially fund the AT&T Acquisition. During 2014, we issued $850.0million of 4.875% Senior Notes, which provided us with funding to (1) repay $300.0 million of the January 2010 Tower Revenue Notes and (2) redeem all ofthe previously outstanding 7.125% Senior Notes. In 2013 and 2014, we completed several debt transactions, resulting in (1) lowering our average cost ofdebt, (2) funding for our acquisitions, (3) the refinancing of certain of our debt, and (4) the extension of certain of our debt maturities. As a result of repayingand redeeming certain of our debt, we incurred net losses of $44.6 million and $37.1 million for 2014 and 2013, respectively. For a further discussion of thedebt refinancings, see note 7 to our consolidated financial statements, "Item 7. MD&A—Liquidity and Capital Resources" and "Item 7A. Quantitative andQualitative Disclosures About Market Risk."Our acquisition and integration expenses for 2014 and 2013 were $34.1 million and $25.6 million, respectively, and related to our 2012 and 2013acquisitions. See note 3 to our consolidated financial statements.The benefit (provision) for income taxes for 2014 was a benefit of $11.2 million compared to a provision of $191.0 million for 2013. For 2014, theeffective tax rate differed from the federal statutory rate predominately due to our REIT status, including the dividends paid deduction. For 2013, theeffective tax rate differed from the federal statutory rate predominately due to the de-recognition of deferred tax assets and liabilities related to our REITelection resulting in a non-cash income tax charge of $67.4 million. See "Item 7. MD&A—Accounting and Reporting Matters—Critical Accounting Policiesand Estimates" and note 10 to our consolidated financial statements.Net income (loss) attributable to CCIC stockholders for 2014 was income of $361.3 million compared to income of $76.5 million for 2013. The increasein net income was predominately due to a change in our benefit (provision) for income taxes due to our REIT status as further discussed herein.Dividends on preferred stock for 2014 and 2013 represented the dividends related to our Convertible Preferred Stock.CCAL—2014 and 2013. The increases and decreases between 2014 and 2013 were inclusive of exchange rate fluctuations. The average exchange rateof Australian dollars expressed in U.S dollars for 2014 was approximately 0.9028, a decrease of approximately 7% from approximately 0.9687 for the sameperiod in the prior year. See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk."Net revenues for 2014 decreased by $5.5 million, or 4%, from 2013, due to the negative impact from the aforementioned change in exchange rates and adecrease in network services and other revenues, partially offset by growth in site rental revenues. Site rental revenues, site rental gross margins, and AdjustedEBITDA increased from 2013 to 2014 by 6%, 8%, and 9%, inclusive of the negative impact from the aforementioned change in exchange rates. Site rentalrevenues, exclusive of the impact from exchange rates, were also impacted by various other factors, inclusive of straight-line accounting, including, in noparticular order: tenant additions on our wireless infrastructure, renewals of tenant leases, acquisitions, escalations, and non-renewal of tenant leases.Net income (loss) attributable to CCIC stockholders for 2014 was income of $29.2 million, compared to income of $13.6 million for 2013. The netincome attributable to CCIC stockholders was impacted by an income tax benefit of $11.3 million due to a resolution with taxing authorities in 2014.CCUSA—2013 and 2012. See note 3 to our consolidated financial statements for further discussion of the impact of the 2012 Acquisitions and theAT&T Acquisition.Net revenues for 2013 increased by $579.4 million, or 25%, from 2012. This increase in net revenues resulted in part from an increase in (1) site rentalrevenues of $370.3 million, or 19%, and (2) network services and other revenues of $209.1 million, or 73%, in each case as compared to 2012.This increase in site rental revenues was impacted by the following items, inclusive of straight-line accounting, in no particular order: new tenantadditions across our entire portfolio, renewals or extensions of tenant leases, escalations, other acquisitions, and non-renewals of tenant leases. The 2012Acquisitions and the AT&T Acquisition also increased our site rental net revenues from 2012 to 2013 by 14% (based on initial run rate revenues from theseacquisitions). See "Item 7. MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" for a further discussion of our revenuerecognition policies. Tenant additions27were influenced by our customers' upgrading to LTE and their ongoing efforts to improve network quality and capacity. See also "Item 1. Business—TheCompany—CCUSA."Site rental gross margins for 2013 increased by $187.1 million, or 12%, from 2012. The increase in site rental gross margins was related to thepreviously mentioned 19%, increase in site rental revenues. Site rental gross margins for 2013 increased primarily as a result of (1) the high incrementalmargins associated with tenant additions given the relatively fixed costs to operate wireless infrastructure and (2) acquisitions. The $187.1 millionincremental margin represents 51% of the related increase in site rental revenues, inclusive of the impact of acquisitions.Network services and other gross margin for 2013 increased by $78.7 million, or 71%, from 2012. The increase in our gross margin from our networkservices and other revenues is a reflection of the volume of activity from carrier network enhancements such as LTE upgrades, the increase in our market shareand the general volatility in the volume and mix of such work. Our network services offering is of a variable nature as these revenues are not under long-termleases.General and administrative expenses for 2013 increased by $28.6 million, or 15%, from 2012 but decreased to 7% of net revenues in 2013 from 8% ofnet revenues in 2012. General and administrative expenses are inclusive of stock-based compensation charges. See also note 12 to our consolidated financialstatements. The increase in general and administrative expenses in nominal dollars was commensurate with the growth in our business as a result ofacquisitions. Typically, our general and administrative expenses do not significantly increase as a result of adding additional tenants on our wirelessinfrastructure.Adjusted EBITDA for 2013 increased by $235.8 million, or 16%, from 2012. Adjusted EBITDA was positively impacted by the growth in our site rentaland network services activities and the 2012 Acquisitions.Depreciation, amortization, and accretion for 2013 increased by $149.9 million, or 25%, from 2012. The increase predominately resulted from the fixedasset and intangible asset additions related to the NextG Acquisition and the T-Mobile Acquisition.Interest expense and amortization of deferred financing costs decreased $11.4 million, or 2%, from 2012 to 2013, as a result of our refinancings during2012 and 2013, partially offset by additional borrowings to fund the 2012 Acquisitions and the AT&T Acquisition. During 2012 and 2013, we completedseveral debt transactions, resulting in (1) lowering our average cost of debt, (2) funding for our acquisitions, (3) the refinancing of certain of our debt, and (4)the extension of certain of our debt maturities.As a result of our debt transactions, we incurred a net loss of $37.1 million for 2013, inclusive of (1) non-cash losses of $1.1 million resulting from thewrite-off of deferred financing costs and discounts and (2) cash losses of $36.0 million including with respect to make whole payments. During 2012, as aresult of repurchasing and redeeming certain of our debt, we incurred a net loss of $132.0 million, inclusive of (1) non-cash losses of $48.1 million resultingfrom the write-off of deferred financing costs and discounts and (2) cash losses of $83.9 million including with respect to make whole payments.Our acquisition and integration expenses for 2012 and 2013 predominately related to the 2012 Acquisitions and the AT&T Acquisition. See note 3 toour consolidated financial statements.The benefit (provision) for income taxes for 2013 was a provision of $191.0 million compared to a benefit of $60.1 million for 2012. For 2013, theeffective tax rate differed from the federal statutory rate predominately due to the de-recognition of deferred tax assets and liabilities related to our REITelection resulting in a non-cash income tax charge of $67.4 million. For 2012, the effective tax rate differed from the federal statutory rate predominately dueto the valuation allowance reversal of $115.2 million resulting from (1) the NextG Acquisition and (2) our determination to reverse a portion of the valuationallowance based upon our consideration of our recent historical trends and anticipated future taxable income. See "Item 7. MD&A—Accounting andReporting Matters—Critical Accounting Policies and Estimates" and note 10 in our consolidated financial statements.Net income (loss) attributable to CCIC stockholders for 2013 was income of $76.5 million compared to income of $144.6 million for 2012. Thedecrease in net income was predominately due to a change in our benefit (provision) for income taxes as discussed above, partially offset by (1) the growth inour existing business, (2) a decrease in interest expense, and (3) a decrease in the net losses on the retirement of debt.Dividends on preferred stock for 2013 represented the dividends related to our Convertible Preferred Stock.CCAL—2013 and 2012. The increases and decreases between 2013 and 2012 are inclusive of exchange rate fluctuations. The average exchange rate ofAustralian dollars expressed in U.S dollars for 2013 was approximately 0.9687, a decrease of approximately 6% from approximately 1.036 for the sameperiod in the prior year. See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk."28Net revenues for 2013 increased by $10.3 million, or 7%, from 2012. Site rental revenues for 2013 increased by $9.1 million, or 7%, from 2012. Thedecrease in the exchange rate negatively impacted net revenues by 7% in 2013 from 2012. Site rental revenues were also impacted by various other factors,inclusive of straight-line accounting, including, in no particular order: tenant additions on our wireless infrastructure, renewals of tenant leases, acquisitions,escalations, and non-renewals of tenant leases.Site rental gross margins for 2013 increased by $6.4 million, or 7%, from 2012, and Adjusted EBITDA for 2013 increased by $5.7 million, or 8%, from2012. The increase in the site rental gross margin and Adjusted EBITDA were primarily due to the same factors that drove the increase in net revenues.Net income (loss) attributable to CCIC stockholders for 2013 was income of $13.6 million, compared to income of $44.0 million for 2012, inclusive ofincome tax benefit of $39.9 million resulting from the reversals of the valuation allowance related to deferred tax assets. In addition to the valuationallowance reversal, net income was favorably impacted by the growth in the site rental business.Liquidity and Capital ResourcesOverviewGeneral. Our core business generates revenues under long-term leases (see "Item 7. MD&A—General Overview—Overview") predominately from thelargest U.S. wireless carriers. Our strategy is to create long-term stockholder value via a combination of (1) growing cash flows generated from our portfolio ofwireless infrastructure, (2) returning a meaningful portion of our cash provided by operating activities to our stockholders in the form of dividends and (3)investing capital efficiently to grow long-term dividends per share. We measure our efforts to create "long-term stockholder value" by the combined paymentof dividends to stockholders and growth in our per share results. See "Item 1. Business—Strategy" for a further discussion of our strategy.We have and expect to continue to engage in discretionary investments that we believe will maximize long-term stockholder value. Our historicaldiscretionary investments include (in no particular order): purchasing our common stock, acquiring or constructing wireless infrastructure, acquiring landinterests under towers, improving and structurally enhancing our existing wireless infrastructure, and purchasing, repaying, or redeeming our debt. Based onrecent small cell activity, we expect to spend an increased percentage of our discretionary investments on the construction of new small cell networks. Weseek to fund our discretionary investments with both net cash provided by operating activities and cash available from financing capacity, such as the use ofour undrawn availability from the 2012 Revolver, debt financings and issuances of equity or equity related securities.We seek to maintain a capital structure that we believe drives long-term stockholder value and optimizes our weighted-average cost of capital. Wetarget a leverage ratio of approximately four to five times Adjusted EBITDA and interest coverage of approximately three times Adjusted EBITDA, subject tovarious factors such as the availability and cost of capital and the potential long-term return on our discretionary investments. We may choose to increase ordecrease our leverage or coverage from these targets for various periods of time.Effective January 1, 2014, we commenced operating as a REIT for U.S. federal income tax purposes. We expect to continue to pay minimal cash incometaxes as a result of our recent REIT conversion and our NOLs. See "Item 7. MD&A—General Overview" and note 10 to our consolidated financial statements.Liquidity Position. The following is a summary of our capitalization and liquidity position as of December 31, 2014. See "Item 7A. Quantitative andQualitative Disclosures About Market Risk" and note 7 to our consolidated financial statements for additional information regarding our debt. December 31, 2014 (In thousands of dollars) Cash and cash equivalents(a)$175,620 Undrawn revolving credit facility availability(b)805,000(c) Restricted cash152,411 Debt and other long-term obligations11,920,861 Total equity6,737,228 (a)Exclusive of restricted cash.(b)Availability at any point in time is subject to reaffirmation of the representations and warranties in, and there being no default under, our credit agreement. See "Item 7. MD&A—Liquidity and Capital Resources—Financing Activities" and "Item 7. MD&A—Liquidity and Capital Resources—Debt Covenants."(c)During January and February 2015, we increased the capacity of our 2012 Revolver to approximately $2.2 billion. See note 18.29Over the next 12 months:•We expect that our cash on hand, undrawn availability from our 2012 Revolver, and net cash provided by operating activities (net of cash interestpayments) should be sufficient to cover our expected (1) debt service obligations of $111 million (principal payments), (2) common stock dividendpayments expected to be $3.28 per share, or an aggregate of approximately $1.1 billion during 2015, subject to future approval by our board ofdirectors (see "Item 7. MD&A—Common Dividend"), (3) Convertible Preferred Stock dividend payments of approximately $45 million, and (4)sustaining and discretionary capital expenditures (expected to be equal to or greater than current levels). As CCIC and CCOC are holdingcompanies, 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. We have $508.8 million of debt that hasanticipated repayment dates during 2015. Although these anticipated repayment dates are not contractual maturity dates, we expect to refinance thisdebt prior to the respective anticipated repayment dates. See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a tabularpresentation of our debt maturities as of December 31, 2014 and a discussion of anticipated repayment dates.Summary Cash Flows Information Years Ended December 31, 201420132012 (In thousands of dollars)Net cash provided by (used for): Operating activities$1,666,130 $1,237,656 $772,557Investing activities(1,242,905) (5,520,969) (4,199,596)Financing activities(462,987) 4,063,133 3,786,803Effect of exchange rate changes on cash(8,012) 2,210 1,480Net increase (decrease) in cash and cash equivalents$(47,774) $(217,970) $361,244Operating ActivitiesThe increase in net cash provided by operating activities for 2014 from 2013 was due primarily to (1) the AT&T Acquisition, (2) growth in our corebusiness, including a net benefit from changes in working capital, and (3) growth in our network services. The increase in net cash provided by operatingactivities for 2013 from 2012 was due primarily to (1) growth in our core business, including the 2012 Acquisitions and net benefit from changes in workingcapital, and (2) growth in our network services. Changes in working capital (including changes in accounts receivable, deferred site rental receivables,deferred rental revenues, prepaid ground leases, restricted cash, and accrued interest) can have a significant impact on net cash provided by operatingactivities, largely due to the timing of prepayments and receipts. We expect to grow our net cash provided by operating activities in the future (exclusive ofmovements in working capital) if we realize expected growth in our core business.Investing ActivitiesCapital Expenditures. We categorize our capital expenditures as sustaining or discretionary. Sustaining capital expenditures include capitalized costsrelated to (1) maintenance activities on our wireless infrastructure, which are generally related to replacements and upgrades that extend the life of the asset,(2) vehicles, (3) information technology equipment, and (4) office equipment and facility improvements. Discretionary capital expenditures, which we alsocommonly refer to as "revenue-generating capital expenditures," include (1) purchases of land interests under towers, (2) wireless infrastructure improvementsand structural enhancements in order to support additional site rentals, and (3) the construction of wireless infrastructure.A summary of our capital expenditures for the last three years is as follows: For Years Ended December 31, 2014 2013 2012 (In thousands of dollars)Discretionary: Purchases of land interests$96,680 $84,555 $134,171Wireless infrastructure construction and improvements599,398 435,535 270,106Sustaining83,999 47,720 37,106Total$780,077 $567,810 $441,383The increase in sustaining capital expenditures in 2014 was due primarily to the expansion of our office facilities. Our discretionary capitalexpenditures are made with respect to activities which we believe exhibit sufficient potential to enhance long-30term stockholder value. We expect to continue to invest in capital expenditures (sustaining and discretionary) over the next 12 months at levels equal orgreater than current levels. Our decisions regarding capital expenditures are influenced by the availability and cost of capital and expected returns onalternative uses of cash, such as payments of dividends and investments. The following is a discussion of certain aspects of our capital expenditures:•We endeavor to further extend or purchase (including fee interest and perpetual easements) the land interests under towers. Changes in the mixbetween purchases, installment purchases and extensions of ground leases may impact the amount of capital expenditures related to purchases ofland interests in any given period.•Capital expenditures for wireless infrastructure construction and improvements increased during the last three years primarily as a result ofimprovements to towers to accommodate new tenant additions and small cell network builds. Capital expenditures for wireless infrastructureimprovements typically vary based on (1) the type of work performed on the wireless infrastructure, with the installation of a new antennatypically requiring greater capital expenditures than a modification to an existing installation, (2) the existing capacity of the wireless structureprior to installation, or (3) changes in structural engineering regulations and our internal structural standards.Acquisitions. Acquisitions consist of the acquisition of businesses such as towers, small cells, and third party land sites. See notes 3 and 5 to ourconsolidated financial statements for a discussion of the AT&T Acquisition and the 2012 Acquisitions.Financing ActivitiesWe seek to allocate cash generated by our operations in a manner that will enhance long-term stockholder value, which may include various financingactivities, such as (in no particular order) paying dividends on our common stock (currently expected to total an aggregate of approximately $1.1 billionduring 2015, subject to future approval by our board of directors), paying dividends on our Convertible Preferred Stock (expected to be approximately $45million in 2015), purchasing our common stock, or purchasing, repaying, or redeeming our debt. See note 11 to our consolidated financial statements.In 2013, our financing activities predominately related to our October 2013 Equity Financings and our 2012 Credit Facility borrowings andamendments. In 2014, our financing activities predominately related to (1) paying an aggregate of $624.3 million in dividends on our common stock, (2)amending our 2012 Credit Facility and (3) issuing $850.0 million of 4.875% Senior Notes, due in April 2022, which provided us with funding to repay$300.0 million of January 2010 Tower Revenue Notes and redeem all of the previously outstanding 7.125% Senior Notes. See "Item 7. MD&A—Liquidityand Capital Resources—Overview" and note 7 to our consolidated financial statements.Incurrence of Debt and Other Obligations. See note 7 to our consolidated financial statements for a discussion of our issuances of debt during 2013 and2014, which extended the maturities of our debt portfolio, provided funding for our acquisitions and our retirement and redemption of previously existingdebt, and lowered our cost of debt. See "Item 7. MD&A—Liquidity and Capital Resources—Overview—Liquidity Position." Highlights of the security for ourdebt is as follows:•Approximately 79% of our debt is secured. Nearly all of our wireless infrastructure is held in subsidiaries whose equity interests have been pledged,directly or indirectly, along with other collateral to secure such indebtedness. See note 7 to our consolidated financial statements.•We have pledged certain of our deposit accounts in connection with certain of our debt agreements.Debt Purchases and Repayments. See note 7 to our consolidated financial statements for a summary of our repurchases, redemptions and repayments ofdebt during 2013 and 2014.Common Stock. As of December 31, 2014, 2013, and 2012, we had 333.9 million, 334.1 million, and 293.2 million common shares outstanding,respectively. In October 2013, we issued 41.4 million shares of common stock, the net proceeds of which were used to partially fund the AT&T Acquisition.During the year ended December 31, 2014, we paid an aggregate of $624.3 million in dividends on our common stock. See "Item 1. Business—Strategy" andnote 11 to our consolidated financial statements.Preferred Stock. In October 2013, we issued 9.8 million shares of Convertible Preferred Stock, the net proceeds of which were used to partially fund theAT&T Acquisition. Unless converted earlier, each outstanding share of the Convertible Preferred Stock will automatically convert on November 1, 2016.Currently, each share of Convertible Preferred Stock will convert into between 1.1080 and 1.3850 shares of common stock, depending on the applicablemarket value of the common stock and subject to certain anti-dilution adjustments. At any time prior to November 1, 2016, holders of the ConvertiblePreferred Stock may elect to convert all or a portion of their shares into common stock at the minimum conversion rate of 1.1080, subject to certain anti-dilution adjustments.Revolving Credit Facility. Our 2012 Credit Facility consists of (1) our 2012 Revolver and (2) term loan facilities ("2012 Term Loans").31•2012 Revolver. The proceeds of the 2012 Revolver may be used for general corporate purposes, which may include the financing of capitalexpenditures, acquisitions, and purchases of our common stock. See notes 3 and 7 to our consolidated financial statements. As of February 13,2015, there is $695.0 million outstanding under our $2.2 billion 2012 Revolver, and there is $1.5 billion of undrawn availability under the 2012Revolver, inclusive of the increase in the commitment in January 2015. During 2014, we repaid a total of $698.0 million and borrowed $1.0 billionunder the 2012 Revolver. The weighted-average interest rate as of December 31, 2014 was 1.9% on the 2012 Revolver. See "Item 7. MD&A—Liquidity and Capital Resources—Overview" and note 7.•2012 Term Loans. As of December 31, 2014, our term loan facilities were comprised of $645.9 million of Tranche A Term Loans and $2.8 billion ofTranche B Term Loans. See note 7 for further discussion of our 2012 Term Loans.Restricted Cash. Pursuant to the indentures governing certain of our operating companies' debt securities, all rental cash receipts of the issuers of thesedebt instruments and their subsidiaries are restricted and held by an indenture trustee. The restricted cash in excess of required reserve balances issubsequently released to us in accordance with the terms of the indentures. During 2012, $316.6 million of restricted cash was held by the trustee inconnection with the redemption of the 7.75% secured notes. That amount was subsequently released in January 2013 when the 7.75% secured notes wereredeemed in their entirety. See also notes 2 and 7 to our consolidated financial statements.Contractual Cash ObligationsThe following table summarizes our contractual cash obligations as of December 31, 2014. These contractual cash obligations relate primarily to ouroutstanding borrowings or lease obligations for land interests under our towers. The debt maturities reflect contractual maturity dates and do not consider theimpact of the principal payments that will commence following the anticipated repayment dates on the tower revenue notes (see footnote (b)) and the WCPsecuritized notes (see footnote (c)). Years Ending December 31,Contractual Obligations(a)20152016201720182019 Thereafter Totals (In thousands of dollars)Debt and other long-term obligations(b)(c)$110,758 $122,570 $619,859 $1,323,951 $596,083 $9,147,973 $11,921,194Interest payments on debt and other long-term obligations(c)(d)497,347 530,158 574,310 575,618 511,999 7,404,244 10,093,676Lease obligations(e)569,314 574,728 578,815 580,231 581,020 8,067,093 10,951,201Other3,413 2,078 533 118 — — 6,142Total contractual obligations$1,180,832 $1,229,534 $1,773,517 $2,479,918 $1,689,102 $24,619,310 $32,972,213____________________(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 orremediate the land upon which our wireless infrastructure resides. The cash obligations disclosed in the above table, as of December 31, 2014, are exclusive of estimatedundiscounted future cash outlays for asset retirement obligations of approximately $1.2 billion. As of December 31, 2014, the net present value of these asset retirementobligations was approximately $128.2 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 agreementswith Sprint, T-Mobile, and AT&T at the end of their respective lease terms. We have no obligation to exercise such purchase options. See note 1 to our consolidated financialstatements.•We have legal obligations for open purchase order commitments obtained in the ordinary course of business that have not yet been fulfilled.(b)The impact of principal payments that will commence following the anticipated repayment dates of our tower revenue notes are not considered. The January 2010 TowerRevenue Notes consist of two series of notes with principal amounts of $350.0 million and $1.3 billion, having anticipated repayment dates in 2017 and 2020, respectively. Seenote 7 to our consolidated financial statements for a discussion of the 2014 Refinancings, which includes a discussion of the April 2014 repayment of one series of our January2010 Tower Revenue Notes which had an anticipated repayment date in 2015. The August 2010 Tower Revenue Notes consist of three series of notes with principal amounts of$250.0 million, $300.0 million, and $1.0 billion, having anticipated repayment dates in 2015, 2017, and 2020, respectively. If the tower revenue notes are not repaid in full bythe applicable anticipated repayment dates, the applicable interest rate increases by approximately 5% per annum and monthly principal payments commence using the ExcessCash 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 ontheir contractual maturity dates ranging from 2035 to 2040 and include the impact of an assumed 5% increase in interest rate that would occur following the anticipatedrepayment 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 year2014 Excess Cash Flow of the issuers of the tower revenue notes was approximately $502.9 million. We currently expect to refinance these notes on or prior to the respectiveanticipated repayment dates.(c)The impact of principal payments that will commence following the anticipated repayment dates of our WCP securitized notes are not included. The anticipated repayment date is2015 for each class of the WCP securitized notes. If the WCP securitized notes with a current face value of $258.8 million are not repaid in full by their anticipated repaymentdates, the applicable interest rate increases by an additional approximately 5% per annum. If the WCP securitized notes are not repaid in full by their rapid amortization date of2017, monthly principal payments commence using the Excess Cash Flow (as defined in the indenture governing the WCP securitized notes) of the issuers of the WCP securitizednotes. The WCP securitized notes are presented based on their32contractual maturity dates in 2040. The full year 2014 Excess Cash Flow of the issuers of the WCP securitized notes was approximately $8.0 million. We currently expect torefinance 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 madethrough the end of the period for which we hold renewal rights. See table below summarizing remaining terms to expiration.The following table summarizes our rights to the land interests under our towers, including renewal terms at our option, as of December 31, 2014. As ofDecember 31, 2014, the leases for land interests under our towers had an average remaining life of approximately 30 years, weighted based on site rental grossmargin. See "Item 1A. Risk Factors." Remaining Term, In Years(a) Percent of Total Towers Percent of Total Site RentalGross Margins(b)(c)Owned(d) 20% 34%20+ years 39% 37%10 years to less than 20 years 26% 17%5 years to less than 10 years 13% 10%1 year to less than 5 years 1% 1%0 to less than 1 year 1% 1%Total 100% 100% (a)Inclusive of renewal terms at our option.(b)For the year ended December 31, 2014.(c)Without consideration of the term of the tenant lease.(d)Inclusive of fee interests and perpetual easements.Debt CovenantsThe credit agreement governing the 2012 Credit Facility contains financial maintenance covenants. We are currently in compliance with these financialmaintenance covenants and, based upon our current expectations, we believe we will continue to comply with these financial maintenance covenants. Inaddition, certain of our debt agreements also contain restrictive covenants that place restrictions on us and may limit our ability to, among other things, incuradditional debt and liens, purchase our securities, make capital expenditures, dispose of assets, undertake transactions with affiliates, make other investments,pay dividends or distribute excess cash flow. See note 7 to our consolidated financial statements for further discussion of our debt covenants. See "Item 1A.Risk Factors." The following are ratios applicable to the financial maintenance covenants under the credit agreement governing our 2012 Credit Facility asof December 31, 2014.Borrower / IssuerFinancial Maintenance Covenant(a)Covenant Level RequirementAs of December 31, 2014CCOCTotal Net Leverage Ratio (b)≤ 5.50x4.3xCCOCConsolidated Interest Coverage Ratio (b)≥ 2.50x5.9x (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 2012 Credit Facility.(b)As defined in credit agreement governing the 2012 Credit Facility.Off-balance Sheet ArrangementsWe have no off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.33Accounting and Reporting MattersCritical Accounting Policies and EstimatesThe following is a discussion of the accounting policies and estimates that we believe (1) are most important to the portrayal of our financial conditionand results of operations or (2) require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect ofmatters that are inherently uncertain. The critical accounting policies and estimates for 2014 are not intended to be a comprehensive list of our accountingpolicies and estimates. See note 2 to our consolidated financial statements for a summary of our significant accounting policies. In many cases, theaccounting treatment of a particular transaction is specifically dictated by GAAP. In other cases, management is required to exercise judgment in theapplication of accounting principles with respect to particular transactions.Revenue Recognition. 81% of our total revenue for 2014 consists of site rental revenues, which are recognized on a monthly basis over the fixed, non-cancelable term of the relevant lease (generally ranging from five to 15 years), regardless of whether the payments from the tenant are received in equalmonthly amounts. If the payment terms call for fixed escalations (as in fixed dollar or fixed percentage increases), upfront payments or rent free periods, therevenue is recognized on a straight-line basis over the fixed, non-cancelable term of the lease. When calculating our straight-line rental revenues, we considerall fixed elements of tenant contractual escalation provisions, even if such escalation provisions contain a variable element (such as an escalator tied to aninflation-based index) in addition to a minimum. To the extent we acquire below-market tenant leases for contractual interests with tenants on the acquiredwireless infrastructure (for example with respect to small cells) we record deferred credits and amortize such deferred credits to site rental revenues over theirestimated lease term. Since we recognize revenue on a straight-line basis, a portion of the site rental revenue in a given period represents cash collected orcontractually collectible in other periods. Our assets related to straight-line site rental revenues are included in "other current assets" and "deferred site rentalreceivables, net." Amounts billed or received prior to being earned are deferred and reflected in "deferred revenues" and "other long-term liabilities." Seenotes 2 and 6 to our consolidated financial statements.We provide network services relating to our wireless infrastructure, which represent approximately 19% of our total revenues for 2014. Network servicesand other revenue relate to installation services and the following additional site development services relating to our wireless infrastructure: site acquisition,architectural and engineering, zoning or permitting, or network development related services. Network services revenues are recognized after completion ofthe applicable service. We account for network services separately from the customer's site rental.See "Item 1. Business—The Company—CCUSA" for a further discussion of our business.Accounting for Acquisitions — General. As described in "Item 1. Business," much of our wireless infrastructure has been acquired in various transactionsfrom the four largest U.S. wireless carriers (or their predecessors) through transactions consummated since 1999. We evaluate each of our acquisitions todetermine if it should be accounted for as a business combination or as an acquisition of assets. For our business combinations, we allocate the purchase priceto the assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition. Any purchase price in excess of the net fair valueof the assets acquired and liabilities assumed is allocated to goodwill. See "Item 7. MD&A—Accounting and Reporting Matters—Accounting for Acquisitions—Valuation" below.The determination of the final purchase price allocation could extend over several quarters resulting in the use of preliminary estimates that are subjectto adjustment until finalized. Such changes could have a significant impact on our financial statements and could result in retrospective changes in resultsreported for the acquired business in prior periods in accordance with GAAP.Accounting for Acquisitions — Leases. With respect to business combinations that include towers that we lease and operate, such as the T-Mobile,Sprint, and AT&T leased and subleased towers, we evaluate such agreements to determine treatment as capital or operating leases. The evaluation of suchagreements for capital or operating lease treatment includes consideration of each of the lease classification criteria under ASC 840-10-25, namely (1) thetransfer of ownership provisions, (2) the existence of bargain purchase options, (3) the length of the remaining lease term, and (4) the present value of theminimum lease payments. With respect to the AT&T Acquisition, T-Mobile Acquisition, and the Sprint towers acquired in the Global Signal Acquisition, wedetermined that the tower leases were capital leases and the underlying land leases were operating leases based upon the lease term criterion, after consideringthe fragmentation criteria applicable under ASC 840-10-25 to leases involving both land and buildings (i.e., towers). We determined that the fragmentationcriteria was met, and the tower leases could be accounted for as capital leases apart from the land leases, which are accounted for as operating leases, since (1)the fair value of the land in the aforementioned business combinations was greater than 25% of the total fair value of the leased property at inception and (2)the tower lease expirations occur beyond 75% of the estimated economic life of the tower assets.Accounting for Acquisitions — Valuation. As of December 31, 2014, our largest asset was property and equipment, which primarily consists of wirelessinfrastructure, followed by goodwill and intangible assets (approximately $5.2 billion and $3.734billion in net book value, respectively). Our identifiable intangible assets predominately relate to the site rental contracts and customer relationshipsintangible assets. See note 2 to our consolidated financial statements for further information regarding the nature and composition of the site rental contractsand customer relationships intangible assets.The fair value of the vast majority of our assets and liabilities is determined by using either:(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 andabove-market and below-market leases).The purchase price allocation requires subjective estimates that, if incorrectly estimated, could be material to our consolidated financial statements,including the amount of depreciation, amortization, and accretion expense. The most important estimates for measurement of tangible fixed assets are (1) thecost to replace the asset with a new asset and (2) the economic useful life after giving effect to age, quality, and condition. The most important estimates formeasurement of intangible assets are (1) discount rates and (2) timing and amount of cash flows including estimates regarding customer renewals andcancellations. The most important estimates for measurement of above and below-market leases is the determination of (1) favorability or unfavorability tothe current market terms and (2) applicable lease term, including whether renewals or extensions should be measured. With respect to business combinationsthat include towers that we lease and operate, such as the T-Mobile, Sprint, and AT&T leased and subleased towers, we evaluate such agreements todetermine treatment as capital or operating leases and identification of any bargain purchase options.We record the fair value of obligations to perform certain asset retirement activities, including requirements, pursuant to our ground leases or easements,to remove wireless infrastructure or remediate the land upon which our wireless infrastructure resides. In determining the fair value of these asset retirementobligations we must make several subjective and highly judgmental estimates such as those related to: (1) timing of cash flows, (2) future costs, (3) discountrates, and (4) the probability of enforcement to remove the towers or small cells or remediate the land. See note 2 to our consolidated financial statements.Accounting for Long-Lived Assets — Useful Lives. We are required to make subjective assessments as to the useful lives of our tangible and intangibleassets for purposes of determining depreciation, amortization, and accretion expense that, if incorrectly estimated, could be material to our consolidatedfinancial statements. Depreciation expense for our property and equipment is computed using the straight-line method over the estimated useful lives of ourvarious classes of tangible assets. The substantial portion of our property and equipment represents the cost of our wireless infrastructure which is depreciatedwith an estimated useful life equal to the shorter of (1) 20 years or (2) the term of the lease (including optional renewals) for the land interests under thewireless infrastructure.The useful life of our intangible assets is estimated based on the period over which the intangible asset is expected to benefit us and gives considerationto the expected useful life of other assets to which the useful life may relate. We review the expected useful lives of our intangible assets on an ongoing basisand adjust if necessary. Amortization expense for intangible assets is computed using the straight-line method over the estimated useful life of each of theintangible assets. The useful life of the site rental contracts and customer relationships intangible assets is limited by the maximum depreciable life of thewireless infrastructure (20 years), as a result of the interdependency of the wireless infrastructure and site rental contracts and customer relationships. Incontrast, the site rental contracts and customer relationships are estimated to provide economic benefits for several decades because of the low rate of tenantcancellations and high rate of renewals experienced to date. Thus, while site rental contracts and customer relationships are valued based upon the fair valueof the site rental contracts and customer relationships which includes assumptions regarding both (1) tenants' exercise of optional renewals contained in theacquired leases and (2) renewals of the acquired leases past the contractual term including exercisable options, the site rental contracts are amortized over aperiod not to exceed 20 years as a result of the useful life being limited by the depreciable life of the wireless infrastructure.Accounting for Long-Lived Assets — Impairment Evaluation — Intangibles. We review the carrying values of property and equipment, intangibleassets, or other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Weutilize the following dual grouping policy for purposes of determining the unit of account for testing impairment of the site rental contracts and customerrelationships:(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 insignificanttenants, as appropriate.We first pool site rental contracts and customer relationships intangible assets and property and equipment into portfolio groups for purposes ofdetermining the unit of account for impairment testing, because we view wireless infrastructure as portfolios and wireless infrastructure in a given portfolioand its related tenant leases are not largely independent of the other wireless35infrastructure in the portfolio. We re-evaluate the appropriateness of the pooled groups at least annually. This use of grouping is based in part on (1) ourlimitations regarding disposal of wireless infrastructure, (2) the interdependencies of wireless infrastructure portfolios, and (3) the manner in which wirelessinfrastructure is traded in the marketplace. The vast majority of our site rental contracts and customer relationships intangible assets and property andequipment are pooled into the U.S. owned wireless infrastructure group. Secondly, and separately, we pool site rental contracts and customer relationships bysignificant tenant or by tenant grouping for individually insignificant tenants, as appropriate, for purposes of determining the unit of account for impairmenttesting because we associate the value ascribed to site rental contracts and customer relationships intangible assets to the underlying contracts and relatedcustomer relationships acquired.Our determination that an adverse event or change in circumstance has occurred that indicates that the carrying amounts may not be recoverable willgenerally involve (1) a deterioration in an asset's financial performance compared to historical results, (2) a shortfall in an asset's financial performancecompared to forecasted results, or (3) changes affecting the utility and estimated future demands for the asset. When considering the utility of our assets, weconsider events that would meaningfully impact (1) our wireless infrastructure or (2) our customer relationships. For example, consideration would be givento events that impact (1) the structural integrity and longevity of our wireless infrastructure or (2) our ability to derive benefit from our existing customerrelationships, including events such as bankruptcy or insolvency or loss of a significant customer. During 2014, there were no events or circumstances thatcaused us to review the carrying value of our intangible assets or property and equipment due in part to our assets performing consistently with or better thanour expectations.If the sum of the estimated future cash flows (undiscounted) from an asset, or portfolio group, significant tenant or tenant group (for individuallyinsignificant tenants), as applicable, is less than its carrying amount, an impairment loss may be recognized. If the carrying value were to exceed theundiscounted cash flows, measurement of an impairment loss would be based on the fair value of the asset, which is based on an estimate of discounted futurecash flows. The most important estimates for such calculations of undiscounted cash flows are (1) the expected additions of new tenants and equipment onour wireless infrastructure and (2) estimates regarding tenant cancellations and renewals of leases. We could record impairments in the future if changes inlong-term market conditions, expected future operating results or the utility of the assets results in changes for our impairment test calculations whichnegatively impact the fair value of our property and equipment and intangible assets, or if we changed our unit of account in the future.When grouping assets into pools for purposes of impairment evaluation, we also consider individual towers, nodes, and third party land interests withina grouping for which we currently have no tenants. Approximately 2% of our total towers currently have no tenants. We continue to pay operating expenseson these towers in anticipation of obtaining tenants on these towers in the future, primarily because of the individual tower site demographics. We estimate,based on current visibility, potential tenants on approximately half of these towers. To the extent we do not believe there are long-term prospects ofobtaining tenants on an individual tower, node, or third party land interest and all other possible avenues for recovering the carrying value has beenexhausted, including sale of the asset, we appropriately reduce the carrying value of such assets to fair value.Accounting for Long-Lived Assets — Impairment Evaluation — Goodwill. Nearly all of our goodwill is recorded at CCUSA. We test goodwill forimpairment on an annual basis, regardless of whether adverse events or changes in circumstances have occurred. The annual test begins with goodwill and allintangible assets being allocated to applicable reporting units. We then perform a qualitative assessment to determine whether it is "more likely than not" thatthe fair value of the reporting unit is less than its carrying amount. If it is concluded that it is "more likely than not" that the fair value of a reporting unit isless than its carrying amount, it is necessary to perform the two-step goodwill impairment test. Otherwise the two-step goodwill impairment test is notrequired. Our reporting units are the operating segments (CCUSA and CCAL) since segment management operates their respective wireless infrastructureportfolios as a single network.We performed our most recent annual goodwill impairment test as of October 1, 2014, which resulted in no impairments. This assessment includedconsideration of our market capitalization which exceeded over three times the aggregate carrying amount of the reporting units as of December 31, 2014.Deferred Income Taxes. Effective January 1, 2014, we commenced operating as a REIT for U.S. federal income tax purposes. Our REIT taxable income isgenerally not subject to federal and state income taxes as a result of the deduction for dividends paid and any usage of our remaining NOLs. Accordingly, theonly provision for federal income taxes for the year ended December 31, 2014 relates to TRSs. Furthermore, as a result of the deduction for dividends paid,some or all of our NOLs related to our REIT may expire without utilization. See “Item 7. MD&A—General Overview—REIT Election" for a discussion of theimpact of our REIT election. Our TRSs will continue to be subject, as applicable, to federal and state income taxes and foreign taxes in the jurisdictions in which such assets andoperations are located. See “Item 7. MD&A—General Overview—REIT Election" for a discussion of the the private letter ruling we received in August 2014regarding our small cells.36For our TRSs, we record deferred income tax assets and liabilities on our consolidated balance sheet related to events that impact our financialstatements and tax returns in different periods. In order to compute these deferred tax balances, we first analyze the differences between the book basis and taxbasis of our assets and liabilities (referred to as "temporary differences"). These temporary differences are then multiplied by current tax rates to arrive at thebalances for the deferred income tax assets and liabilities. A valuation allowance is provided on deferred tax assets that do not meet the "more likely thannot" realization threshold. We recognize a tax position if it is more likely than not it will be sustained upon examination. The tax position is measured at thelargest amount that is greater than 50 percent likely of being realized upon ultimate settlement.If our expectations about the future tax consequences of past events should prove to be inaccurate, the balances of our deferred income tax assets andliabilities could require significant adjustments in future periods. Our ability to utilize our NOLs is dependent, in part, upon our having sufficient futureearnings to utilize our NOLs before they expire. If market conditions change materially and we determine that we will be unable to generate sufficient taxableincome in the future to utilize our net operating loss carryforwards, we would be required to record an additional valuation allowance, which would reduceour earnings. Such adjustments could cause a material effect on our results of operations for the period of the adjustment. The change in our valuationallowance has no effect on our cash flows. For a further discussion of our benefit (provision) for income taxes and our REIT conversion, see "Item 7. MD&A—Results of Operations—Comparison of Operating Segments" and note 10 to our consolidated financial statements.Accounting PronouncementsRecently Adopted Accounting Pronouncements. No accounting pronouncements adopted during the year ended December 31, 2014 had a materialimpact on our consolidated financial statements.Recent Accounting Pronouncements Not Yet Adopted. In May 2014, the Financial Accounting Standards Board ("FASB") released updated guidanceregarding the recognition of revenue from contracts with customers, exclusive of those contracts within lease accounting. See note 2 to our consolidatedfinancial statements.Non-GAAP Financial MeasuresOur measurement of profit or loss currently used to evaluate the operating performance of our operating segments is earnings before interest, taxes,depreciation, amortization, and accretion, as adjusted, or Adjusted EBITDA. Our definition of Adjusted EBITDA is set forth in "Item 7. MD&A—Results ofOperations—Comparison of Operating Segments." Our measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies,including companies in the tower sector and other similar providers of wireless infrastructure, and is not a measure of performance calculated in accordancewith GAAP. Adjusted EBITDA should not be considered in isolation or as a substitute for operating income or loss, net income or loss, net cash provided by(used for) operating, investing and financing activities, or other income statement or cash flow statement data prepared in accordance with GAAP.We believe Adjusted EBITDA is useful to an investor in evaluating our operating performance because:•it is the primary measure used by our management to evaluate the economic productivity of our operations, including the efficiency of ouremployees and the profitability associated with their performance, the realization of lease revenue under our long-term leases, our ability to obtainand maintain our tenants, and our ability to operate our wireless infrastructure effectively;•it is the primary measure of profit and loss used by management for purposes of making decisions about allocating resources to, and assessing theperformance of, our operating segments;•it is similar to the measure of current financial performance generally used in our debt covenant calculations;•although specific definitions may vary, it is widely used in the tower sector and other similar providers of wireless infrastructure to measureoperating performance without regard to items such as depreciation, amortization and accretion, which can vary depending upon accountingmethods and the book value of assets; and•we believe it helps investors meaningfully evaluate and compare the results of our operations (1) from period to period and (2) to our competitorsby removing the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation,amortization and accretion) from our operating results.Our management uses Adjusted EBITDA:•with respect to compliance with our debt covenants, which require us to maintain certain financial ratios including, or similar to, AdjustedEBITDA;•as the primary measure of profit and loss for purposes of making decisions about allocating resources to, and assessing the performance of, ouroperating segments;•as a performance goal in employee annual incentive compensation;37•as a measurement of operating performance because it assists us in comparing our operating performance on a consistent basis as it removes theimpact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization, andaccretion) from our operating results;•in presentations to our board of directors to enable it to have the same measurement of operating performance used by management;•for planning purposes, including preparation of our annual operating budget;•as a valuation measure in strategic analyses in connection with the purchase and sale of assets; and•in determining self-imposed limits on our debt levels, including the evaluation of our leverage ratio and interest coverage ratio.There are material limitations to using a measure such as Adjusted EBITDA, including the difficulty associated with comparing results among morethan one company, including our competitors, and the inability to analyze certain significant items, including depreciation and interest expense, that directlyaffect our net income or loss. Management compensates for these limitations by considering the economic effect of the excluded expense itemsindependently as well as in connection with their analysis of net income (loss).Item 7A. Quantitative and Qualitative Disclosures About Market RiskOur primary exposures to market risks are related to changes in interest rates or foreign currency exchange rates which may adversely affect our resultsof operations and financial position. We seek to manage exposure to changes in interest rates where economically prudent to do so by utilizing fixed ratedebt. We do not currently hedge against foreign currency exchange risks.Interest Rate RiskOur interest rate risk relates primarily to the impact of interest rate movements on the following:•the potential refinancing of our existing debt ($11.9 billion and $11.6 billion of debt outstanding at December 31, 2014 and 2013, respectively);•our $4.2 billion of floating rate debt representing approximately 35% of total debt compared to 34% in the prior year; and•potential future borrowings of incremental debt.Potential Refinancing of Existing DebtOver the next 12 months we have no debt maturities other than principal payments on amortizing debt. We have $508.8 million of debt that hasanticipated repayment dates during 2015. While these anticipated repayment dates are not contractual maturity dates, we expect to refinance this debt priorto the respective anticipated repayment dates. As of December 31, 2014 and December 31, 2013, we had no interest rate swaps hedging any refinancings. Seebelow for a tabular presentation of our scheduled contractual debt maturities as of December 31, 2014 and a discussion of anticipated repayment dates.Floating Rate DebtWe manage our exposure to market interest rates on our existing debt by controlling the mix of fixed and floating rate debt. As of December 31, 2014,we had $4.2 billion of floating rate debt, which included $2.8 billion of debt with a LIBOR floor of 0.75% per annum. As a result, a hypothetical unfavorablefluctuation in market interest rates on our existing debt of 1/8 of a percent point over a 12-month period would increase our interest expense byapproximately $2 million when giving effect to our LIBOR floor and would increase our interest expense by approximately $5 million exclusive of theimpact of the LIBOR floor. As of December 31, 2013, we had $3.9 billion of floating rate debt, which included $2.9 billion of debt with a LIBOR floor of0.75% per annum.Potential Future Borrowings of Incremental DebtWe typically do not hedge our exposure to interest rates on potential future borrowings of incremental debt for a substantial period prior to issuance.See "Item 7. MD&A—Liquidity and Capital Resources" regarding our liquidity strategy.38The following table provides information about our market risk related to changes in interest rates. The future principal payments and weighted-averageinterest rates are presented as of December 31, 2014. These debt maturities reflect contractual maturity dates, and do not consider the impact of the principalpayments that will commence following the anticipated repayment dates of certain notes (see footnotes (c) and (d)). See note 7 to our consolidated financialstatements for additional information regarding our debt. Future Principal Payments and Interest Rates by the Debt Instruments' Contractual Year of Maturity 2015 2016 2017 2018 2019 Thereafter Total Fair Value(a) (Dollars in thousands)Fixed rate debt(c)$65,554 $60,803 $558,092(f) $37,184 $30,440 $6,992,675(c)(d) $7,744,748(c)(d) $8,152,649Average interest rate(b)(c)(d)4.6% 6.2% 2.8% 5.2% 5.4% 7.4%(c)(d) 7.1%(c)(d) Variable rate debt$45,204 $61,767 $61,767 $1,286,767(g) $565,643 $2,155,298 $4,176,446 $4,133,512Average interest rate (e)2.7% 3.1% 3.8% 4.0% 4.5% 4.9% 4.5% (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 creditspreads 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 marketexchange.(b)The average interest rate represents the weighted-average stated coupon rate (see footnote (c)).(c)The impact of principal payments that will commence following the anticipated repayment dates are not considered. The January 2010 Tower Revenue Notes consist of two seriesof notes with principal amounts of $350.0 million and $1.3 billion, having anticipated repayment dates in 2017 and 2020, respectively. See note 7 to our consolidated financialstatements for a discussion of the 2014 Refinancings, which includes a discussion of the April 2014 repayment of one series of our January 2010 Tower Revenue Notes, whichhad an anticipated repayment date in 2015. The August 2010 Tower Revenue Notes consist of three series of notes with principal amounts of $250.0 million, $300.0 million, and$1.0 billion, having anticipated repayment dates in 2015, 2017, and 2020, respectively. If the tower revenue notes are not repaid in full by the applicable anticipated repaymentdates, the applicable interest rate increases by approximately 5% per annum and monthly principal payments commence using the Excess Cash Flow (as defined in the indenturegoverning 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 rangingfrom 2035 to 2040 and include the impact of an assumed 5% increase in interest rate that would occur following the anticipated repayment dates but exclude the impact ofmonthly principal payments that would commence using Excess Cash Flow of the issuers of the tower revenue notes. The full year 2014 Excess Cash Flow of the issuers of thetower revenue notes was approximately $502.9 million. We currently expect to refinance these notes on or prior to the respective anticipated repayment dates.(d)The impact of principal payments that will commence following the anticipated repayment dates of our WCP securitized notes are not included. The anticipated repayment date is2015 for each class of the WCP securitized notes. If the WCP securitized notes with a current face value of $258.8 million are not repaid in full by their anticipated repaymentdates in 2015, the applicable interest rate increases by an additional approximately 5% per annum. If the WCP securitized notes are not repaid in full by their rapid amortizationdate of 2017, monthly principal payments commence using the Excess Cash Flow of the issuers of the WCP securitized notes. The WCP securitized notes are presented based ontheir contractual maturity dates in 2040. The full year 2014 Excess Cash Flow of the issuers of the WCP securitized notes was approximately $8.0 million. We currently expect torefinance these notes on or prior to the respective anticipated repayment dates.(e)The average variable interest rate is based on the currently observable forward rates. The 2012 Revolver and the Tranche A Term Loans bear interest at a per annum rate equal toLIBOR plus 1.5% to 2.25%, based on CCOC's total net leverage ratio. The Tranche B Term Loans bear interest at a per annum rate equal to LIBOR (with LIBOR subject to a floorof 75 basis points per annum) plus 2.25% to 2.5%, based on CCOC's total net leverage ratio.(f)Predominately consists of $500 million in aggregate principal amount of 2.381% secured notes due 2017.(g)Predominately consists of the 2012 Revolver and Tranche A Term Loans. See note 7 to our consolidated financial statements.39Foreign Currency RiskThe vast majority of our foreign currency risk is related to the Australian dollar which is the functional currency of CCAL. CCAL represented 4% and5%, respectively, of our consolidated revenues and 5% and 4%, respectively, of our consolidated operating income for 2014 and 2013. See "Item 7. MD&A—Results of Operations—Comparison of Operating Segments." Foreign exchange markets have recently been volatile, and we expect foreign exchangemarkets to continue to be volatile over the near term. We believe the risk related to our financial instruments (exclusive of inter-company financing deemed along-term investment) denominated in Australian dollars is not significant to our financial condition. A hypothetical increase or decrease of 25% inAustralian dollar exchange rate would increase or decrease the fair value of our financial instruments by approximately $9 million.Item 8. Financial Statements and Supplementary DataCrown Castle International Corp. and SubsidiariesIndex to Consolidated Financial Statements PageReport of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm41Consolidated Balance Sheet as of December 31, 2014 and 201342Consolidated Statement of Operations and Comprehensive Income (Loss) for each of the three years in the period ended December 31, 201443Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, 201444Consolidated Statement of Redeemable Convertible Preferred Stock and Equity for each of the three years in the period ended December 31,201445Notes to Consolidated Financial Statements4840REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Stockholders ofCrown Castle International Corp.:In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations and comprehensive income (loss), ofredeemable convertible preferred stock and equity and of cash flows present fairly, in all material respects, the financial position of Crown CastleInternational Corp. and its subsidiaries at December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years inthe period ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America. In addition, in ouropinion, the financial statement schedule listed in the accompanying index appearing under Item 15(a)(2) presents fairly, in all material respects, theinformation set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, inall material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - IntegratedFramework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsiblefor these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of theeffectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing underItem 9B. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal controlover financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company AccountingOversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financialstatements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our auditsof the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing theaccounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internalcontrol over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weaknessexists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performingsuch other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal controlover financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate./s/ PricewaterhouseCoopers LLPPittsburgh, PennsylvaniaFebruary 19, 201541CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEET(In thousands of dollars, except share amounts) December 31, 2014 2013ASSETS Current assets: Cash and cash equivalents$175,620 $223,394Restricted cash147,411 183,526Receivables, net of allowance of $10,301 and $7,676, respectively329,229 249,925Prepaid expenses155,070 132,003Deferred income tax assets29,961 26,714Other current assets94,211 77,121Total current assets931,502 892,683Deferred site rental receivables1,260,614 1,078,995Property and equipment, net9,148,311 8,947,677Goodwill5,210,091 4,916,426Site rental contracts and customer relationships, net3,312,135 3,650,343Other intangible assets, net403,565 407,522Deferred income tax assets20,914 19,008Long-term prepaid rent, deferred financing costs and other assets, net856,144 682,254Total assets$21,143,276 $20,594,908LIABILITIES AND EQUITY Current liabilities: Accounts payable$167,662 $145,390Accrued interest66,943 65,582Deferred revenues348,338 260,114Other accrued liabilities202,657 181,715Current maturities of debt and other obligations113,335 103,586Total current liabilities898,935 756,387Debt and other long-term obligations11,807,526 11,490,914Deferred income tax liabilities39,889 56,513Other long-term liabilities1,659,698 1,349,919Total liabilities14,406,048 13,653,733Commitments and contingencies (note 13) CCIC stockholders' equity: Common stock, $.01 par value; 600,000,000 shares authorized; shares issued and outstanding: December 31, 2014—333,856,632 and December 31, 2013—334,070,0163,339 3,3414.50% Mandatory Convertible Preferred Stock, Series A, $.01 par value; 20,000,000 shares authorized; shares issued andoutstanding: December 31, 2014 and 2013—9,775,000; aggregate liquidation value: December 31, 2014 and 2013—$977,50098 98Additional paid-in capital9,512,396 9,482,769Accumulated other comprehensive income (loss)15,820 (23,612)Dividends/distributions in excess of earnings(2,815,428) (2,535,879)Total CCIC stockholders' equity6,716,225 6,926,717Noncontrolling interest21,003 14,458Total equity6,737,228 6,941,175Total liabilities and equity$21,143,276 $20,594,908See accompanying notes to consolidated financial statements.42CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)(In thousands of dollars, except per share amounts) Years Ended December 31, 2014 2013 2012Net revenues: Site rental$3,006,774 $2,503,620 $2,124,190Network services and other683,110 518,764 308,490 3,689,884 3,022,384 2,432,680Operating expenses: Costs of operations(a): Site rental944,666 725,109 539,239Network services and other405,800 321,687 189,750General and administrative282,696 238,702 212,572Asset write-down charges15,040 14,863 15,548Acquisition and integration costs35,042 26,005 18,298Depreciation, amortization and accretion1,013,064 774,215 622,592Total operating expenses2,696,308 2,100,581 1,597,999Operating income (loss)993,576 921,803 834,681Interest expense and amortization of deferred financing costs(573,291) (589,630) (601,044)Gains (losses) on retirement of long-term obligations(44,629) (37,127) (131,974)Interest income616 1,355 4,556Other income (expense)11,862 (3,872) (5,392)Income (loss) before income taxes388,134 292,529 100,827Benefit (provision) for income taxes10,640 (198,628) 100,061Net income (loss)398,774 93,901 200,888Less: Net income (loss) attributable to the noncontrolling interest8,261 3,790 12,304Net income (loss) attributable to CCIC stockholders390,513 90,111 188,584Dividends on preferred stock(43,988) (11,363) (2,629)Net income (loss) attributable to CCIC common stockholders$346,525 $78,748 $185,955Net income (loss)$398,774 $93,901 $200,888Other comprehensive income (loss): Derivative instruments, net of taxes of $0, ($17,115), and $17,115: Amounts reclassified into results of operations, net of taxes63,148 82,043 48,124Foreign currency translation adjustments(25,432) (45,714) 6,308Total other comprehensive income (loss)37,716 36,329 54,432Comprehensive income (loss)436,490 130,230 255,320Less: Comprehensive income (loss) attributable to the noncontrolling interest6,545 1,940 11,531Comprehensive income (loss) attributable to CCIC stockholders$429,945 $128,290 $243,789Net income (loss) attributable to CCIC common stockholders, per common share: Basic1.04 0.26 0.64Diluted1.04 0.26 0.64Weighted-average common shares outstanding (in thousands): Basic332,302 298,083 289,285Diluted333,265 299,293 291,270 Dividends/distributions declared per share$1.87 $— $— (a)Exclusive of depreciation, amortization and accretion shown separately.See accompanying notes to consolidated financial statements.43CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF CASH FLOWS(In thousands of dollars) Years Ended December 31, 201420132012Cash flows from operating activities: Net income (loss)$398,774 $93,901 $200,888Adjustments to reconcile net income (loss) to net cash provided by (used for) operatingactivities: Depreciation, amortization and accretion1,013,064 774,215 622,592Gains (losses) on retirement of long-term obligations44,629 37,127 131,974Amortization of deferred financing costs and other non-cash interest80,854 99,245 109,350Stock-based compensation expense51,497 39,030 41,944Asset write-down charges15,040 14,863 15,548Deferred income tax benefit (provision)(25,579) 180,275 (110,374)Other non-cash adjustments, net(25,798) 2,974 612Changes in assets and liabilities, excluding the effects of acquisitions: Increase (decrease) in accrued interest1,361 12,990 (13,520)Increase (decrease) in accounts payable10,329 28,665 34,543Increase (decrease) in deferred revenues, deferred ground lease payables, otheraccrued liabilities and other liabilities401,262 242,465 98,686Decrease (increase) in receivables(77,251) (60,217) (98,570)Decrease (increase) in prepaid expenses, deferred site rental receivables, long-termprepaid rent, restricted cash and other assets(222,052) (227,877) (261,116)Net cash provided by (used for) operating activities1,666,130 1,237,656 772,557Cash flows from investing activities: Payment for acquisitions of businesses, net of cash acquired(466,305) (4,960,435) (3,759,475)Capital expenditures(780,077) (567,810) (441,383)Other investing activities, net3,477 7,276 1,262Net cash provided by (used for) investing activities(1,242,905) (5,520,969) (4,199,596)Cash flows from financing activities: Proceeds from issuance of long-term debt845,750 1,618,430 5,250,000Net proceeds from issuance of capital stock— 2,980,586 258Net proceeds from issuance of preferred stock— 950,886 —Principal payments on debt and other long-term obligations(116,426) (101,322) (80,818)Purchases and redemptions of long-term debt(836,899) (762,970) (1,978,709)Purchases of capital stock(21,872) (99,458) (36,043)Borrowings under revolving credit facility1,019,000 976,032 1,253,000Payments under revolving credit facility(698,000) (1,855,032) (251,000)Payments for financing costs(15,899) (30,001) (78,641)Net (increase) decrease in restricted cash30,010 385,982 (288,763)Dividends/distributions paid on common stock(624,297)—— —Cash dividends on preferred stock(44,354) — (2,481)Net cash provided by (used for) financing activities(462,987) 4,063,133 3,786,803Effect of exchange rate changes on cash(8,012) 2,210 1,480Net increase (decrease) in cash and cash equivalents(47,774) (217,970) 361,244Cash and cash equivalents at beginning of year223,394 441,364 80,120Cash and cash equivalents at end of year$175,620 $223,394 $441,364See accompanying notes to consolidated financial statements.44CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND EQUITY(In thousands of dollars, except share amounts) CCIC Stockholders' Equity Redeemable ConvertiblePreferred Stock Common Stock 4.50% MandatoryConvertible PreferredStock Accumulated Other Comprehensive Income (Loss) ("AOCI") Shares Amount Shares ($.01 Par) Shares ($.01 Par) AdditionalPaid-InCapital ForeignCurrencyTranslationAdjustments DerivativeInstruments UnrealizedGains(Losses) onAvailable-for-saleSecurities Dividends/Distributionsin Excess of Earnings NoncontrollingInterest TotalBalance, December31, 20116,111,000 $305,032 284,449,372 $2,844 ——$— $5,312,342 $95,044 $(212,040) $— $(2,811,945) $619 $2,386,864Stock-basedcompensationrelated activity,net of forfeitures— — 1,129,579 12 ——— 42,192 — — — — — 42,204Purchases andretirement ofcapital stock— — (700,070) (7) ——— (36,036) — — — — — (36,043)Conversion ofredeemablepreferred stockinto CommonStock(6,111,000) (305,180) 8,285,905 83 ——— 305,097 — — — — — 305,180Foreign currencytranslationadjustments (a)— — — — ——— — 7,081 — — — (773) 6,308Derivativeinstrumentsreclassified intoresults ofoperations, netof tax (a)— — — — ——— — — 48,124 — — — 48,124Preferred stockdividends andamortization ofissue costs— 148 — — ——— — — — — (2,629) — (2,629)Disposition ofnoncontrollinginterest— — — — ——— — — — — — 368 368Net income (loss)— — — — ——— — — — — 188,584 12,304 200,888Balance, December31, 2012— $— 293,164,786 $2,932 —$— $5,623,595 $102,125 $(163,916) $— $(2,625,990) $12,518 $2,951,264 (a)See the consolidated statement of operations and comprehensive income (loss) for the components of "total other comprehensive income (loss)" and note 8 with respect to thereclassification adjustment.45CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND EQUITY(In thousands of dollars, except share amounts) CCIC Stockholders’ Equity RedeemableConvertiblePreferred Stock Common Stock 4.50% MandatoryConvertible PreferredStock AOCI Shares Amount Shares ($.01 Par) Shares ($.01 Par) AdditionalPaid-InCapital ForeignCurrencyTranslationAdjustments DerivativeInstruments UnrealizedGains(Losses) onAvailable-for-saleSecurities Dividends/Distributionsin Excess of Earnings NoncontrollingInterest TotalBalance,December 31,2012— $— 293,164,786 $2,932 — $— $5,623,595 $102,125 $(163,916) $— $(2,625,990) $12,518 $2,951,264Stock-basedcompensationrelatedactivity, net offorfeitures— — 934,691 9 — — 39,021 — — — — — 39,030Purchases andretirement ofcapital stock— — (1,429,461) (14) — — (99,444) — — — — — (99,458)Net proceedsfrom issuanceof CommonStock— — 41,400,000 414 — — 2,980,172 — — — — — 2,980,586Net proceedsfrom issuanceof preferredstock— — — — 9,775,000 98 950,788 — — — — — 950,886Foreign currencytranslationadjustments (a)— — — — — — — (43,864) — — — (1,850) (45,714)Derivativeinstrumentsreclassifiedinto results ofoperations, netof tax (a)— — — — — — — — 82,043 — — — 82,043Preferred stockdividends— — — — — — (11,363) — — — — — (11,363)Net income (loss)— — — — — — — — — — 90,111 3,790 93,901Balance,December 31,2013— $— 334,070,016 $3,341 9,775,000 $98 $9,482,769 $58,261 $(81,873) $— $(2,535,879) $14,458 $6,941,175 (a)See the consolidated statement of operations and comprehensive income (loss) for the components of "total other comprehensive income (loss)" and note 8 with respect to thereclassification adjustment.See accompanying notes to consolidated financial statements.46CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND EQUITY(In thousands of dollars, except share amounts) CCIC Stockholders' Equity RedeemableConvertiblePreferred Stock Common Stock 4.50% MandatoryConvertible Preferred Stock Accumulated Other Comprehensive Income (Loss) ("AOCI") Shares Amount Shares ($.01 Par) Shares ($.01 Par) AdditionalPaid-InCapital ForeignCurrencyTranslationAdjustments DerivativeInstruments UnrealizedGains(Losses) onAvailable-for-saleSecurities Dividends/Distributionsin Excess of Earnings NoncontrollingInterest TotalBalance, December 31,2013— $— 334,070,016 $3,341 9,775,000 $98 $9,482,769 $58,261 $(81,873) $— $(2,535,879) $14,458 $6,941,175Stock-basedcompensation relatedactivity, net offorfeitures— — 79,490 1 ——— 51,496 — — — — — 51,497Purchases and retirementof capital stock— — (292,874) (3) ——— (21,869) — — — — — (21,872)Foreign currencytranslation adjustments(a)— — — — ——— — (23,716) — — — (1,716) (25,432)Derivative instrumentsreclassified into resultsof operations, net oftax (a)— — — — ——— — — 63,148 — — — 63,148Common stockdividends/distributions— — — — — — — — — — (626,074) — (626,074)Preferred stock dividends— — — — ——— — — — — (43,988) — (43,988)Net income (loss)— — — — ——— — — — — 390,513 8,261 398,774Balance, December 31,2014— $— 333,856,632 $3,339 9,775,000 $98 $9,512,396 $34,545 $(18,725) $— $(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 8 with respect to thereclassification adjustment.See accompanying notes to consolidated financial statements.47NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Tabular dollars in thousands, except per share amounts)1.Basis of PresentationThe consolidated financial statements include the accounts of Crown Castle International Corp. and its predecessor, as applicable, (together, "CCIC"),and their subsidiaries, collectively referred to herein as the "Company." All significant intercompany balances and transactions have been eliminated inconsolidation. As used herein, the term "including," and any variation thereof, means "including without limitation." The use of the word "or" herein is notexclusive.The Company owns, operates, and leases shared wireless infrastructure, including: (1) towers and other structures, such as rooftops (collectively,"towers"), and to a lesser extent, (2) distributed antenna systems ("DAS"), a type of small cell network ("small cells"), and (3) interests in land under third partytowers in various forms ("third party land interests") (collectively, "wireless infrastructure"). The Company conducts operations through subsidiaries of CrownCastle Operating Company ("CCOC"), including (1) certain subsidiaries which operate wireless infrastructure portfolios in the United States, including PuertoRico ("U.S." or "CCUSA") and (2) a 77.6% owned subsidiary that operates towers in Australia (referred to as "CCAL"). The Company's core business isproviding access, including space or capacity, to (1) its towers, including approximately 40,000 towers (or 96% of the Company's total towers) in CCUSAand approximately 1,800 towers (or 4% of the Company's total towers) in CCAL, and to a lesser extent, to (2) its small cells, and (3) third party land intereststo wireless communication services companies via long-term contracts in various forms, including license, sublease and lease agreements (collectively,"leases").Approximately 53% of the Company's towers are leased or subleased or operated and managed under master leases, subleases, or other agreements withSprint, T-Mobile, and AT&T. The Company has the option to purchase these towers at the end of their respective lease terms. The Company has noobligation to exercise such purchase options. Additional information concerning these towers is as follows:◦Approximately 16% of the Company's towers are leased or subleased or operated and managed for an initial period of 32 years (through May2037) 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 relatedagreements with T-Mobile for a weighted-average term of approximately 28 years, weighted on site rental gross margin. The Company has theoption to purchase the leased and subleased towers from T-Mobile at the end of the respective lease or sublease terms for aggregate optionpayments of approximately $2.0 billion, which payments, if exercised would be due between 2035 and 2049. In addition, through the T-MobileAcquisition (as defined in note 3), there are another approximately 1% of the Company's towers subject to a lease and sublease or other relatedarrangements with AT&T. The Company has the option to purchase these towers that it does not otherwise already own at the end of theirrespective lease terms for aggregate option payments of up to approximately $405 million, which payments, if exercised, would be due between2018 and 2032 (less than $10 million would be due before 2025).◦Approximately 22% of the Company's towers are leased or subleased or operated and managed under a master prepaid lease or other relatedagreements with AT&T for a weighted-average term of approximately 28 years, weighted on site rental gross margin. The Company has the optionto purchase the leased and subleased towers from AT&T at the end of the respective lease or sublease terms for aggregate option payments ofapproximately $4.2 billion, which payments, if exercised, would be due between 2032 and 2048.As part of CCUSA's effort to provide comprehensive wireless infrastructure solutions, it offers certain network services relating to its wirelessinfrastructure, predominately consisting of (1) installation of tenant equipment or subsequent augmentation (collectively, "installation services") and (2) thefollowing additional site development services: site acquisition, architectural and engineering, or zoning and permitting.Effective January 1, 2014, the Company commenced operating as a real estate investment trust ("REIT") for U.S. federal income tax purposes. Inaddition, the Company has certain taxable REIT subsidiaries ("TRSs"). See note 10.The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to makeestimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of thefinancial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.48NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)2.Summary of Significant Accounting PoliciesRestricted CashRestricted cash represents (1) the cash held in reserve by the indenture trustees pursuant to the indenture governing certain of the Company's debtinstruments, (2) cash securing performance obligations such as letters of credit, as well as (3) any other cash whose use is limited by contractual provisions.The restriction of rental cash receipts is a critical feature of certain of the Company's debt instruments, due to the applicable indenture trustee's ability toutilize the restricted cash for the payment of (1) debt service costs, (2) ground rents, (3) real estate or personal property taxes, (4) insurance premiums relatedto towers, (5) other assessments by governmental authorities and potential environmental remediation costs, or (6) a portion of advance rents from tenants.The restricted cash in excess of required reserve balances is subsequently released to the Company in accordance with the terms of the indentures. TheCompany has classified the increases and decreases in restricted cash as (1) cash provided by financing activities for cash held by indenture trustees based onconsideration of the terms of the related indebtedness, although the cash flows have aspects of both financing activities and operating activities, (2) cashprovided by investing activities for cash securing performance obligations and restricted cash that is acquired in acquisitions, or (3) cash provided byoperating activities for the other remaining restricted cash.The following table is a summary of the impact of restricted cash on the statement of cash flows. For the years ended December 31, 201420132012 Net cash provided by (used from) operating activities$6,148 $(1,637) $11,475 Net cash provided by (used from) investing activities$(44) $8,067 $(46,282)(a) Net cash provided by (used from) financing activities$30,011 $385,982(b) $(288,763)(b) (a)Inclusive of $46.3 million of acquired restricted cash.(b)Inclusive of $316.6 million of cash held by the trustee as of December 31, 2012 and subsequently released to retire the 7.75% Secured Notes in January 2013.Receivables AllowanceAn allowance for doubtful accounts is recorded as an offset to accounts receivable. The Company uses judgment in estimating this allowance andconsiders historical collections, current credit status, or contractual provisions. Additions to the allowance for doubtful accounts are charged either to "siterental costs of operations" or to "network services and other costs of operations," as appropriate; and deductions from the allowance are recorded whenspecific accounts receivable are written off as uncollectible.Lease AccountingGeneral. The Company classifies its leases at inception as either operating leases or capital leases. A lease is classified as a capital lease if at least one ofthe following criteria are met, subject to certain exceptions noted below: (1) the lease transfers ownership of the leased assets to the lessee, (2) there is abargain purchase option, (3) the lease term is equal to 75% or more of the economic life of the leased assets, or (4) the present value of the minimum leasepayments equals or exceeds 90% of the fair value of the leased assets.Lessee. Leases for land are evaluated for capital lease treatment if at least one of the first two criteria mentioned in the immediately preceding paragraphis present relating to the leased assets. When the Company, as lessee, classifies a lease as a capital lease, it records an asset in an amount equal to the presentvalue of the minimum lease payments under the lease at the beginning of the lease term. Applicable operating leases are recognized on a straight-line basis asdiscussed under "costs of operations" below.Lessor. If the Company is the lessor of leased property that is part of a larger whole (including with respect to a portion of space on a tower) and forwhich fair value is not objectively determinable, then such a lease is accounted for as an operating lease. As applicable, operating leases are recognized on astraight-line basis as discussed under "Revenue Recognition."Property and EquipmentProperty and equipment is stated at cost, net of accumulated depreciation. Property and equipment includes land owned in fee and perpetual easementsfor land which have no definite life. When the Company purchases fee ownership or perpetual easements for the land previously subject to ground lease, theCompany reduces the value recorded as land by the amount of any associated deferred ground lease payable or unamortized above-market leases.Depreciation is computed utilizing the straight-49NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)line method at rates based upon the estimated useful lives of the various classes of assets. Depreciation of wireless infrastructure is computed with a useful lifeequal to the shorter of 20 years or the term of the underlying ground lease (including optional renewal periods). Additions, renewals, and improvements arecapitalized, while maintenance and repairs are expensed. Interest costs incurred related to the construction of certain property and equipment are capitalized.The carrying value of property and equipment will be reviewed for impairment whenever events or changes in circumstances indicate that the carryingamount of the assets may not be recoverable.Abandonments and write-offs of property and equipment are recorded to "asset write-downs charges" on the Company's consolidated statement ofoperations and comprehensive income (loss) and were $10.1 million, $10.2 million, and $12.0 million for the years ended December 31, 2014, 2013, and2012, respectively.Asset Retirement ObligationsPursuant to its ground lease and easement agreements, the Company records obligations to perform asset retirement activities, including requirements toremove wireless infrastructure or remediate the land upon which the Company's wireless infrastructure resides. Asset retirement obligations are included in"other long-term liabilities" on the Company's consolidated balance sheet. The liability accretes as a result of the passage of time and the related accretionexpense is included in "depreciation, amortization, and accretion" on the Company's consolidated statement of operations and comprehensive income (loss).The associated asset retirement costs are capitalized as an additional carrying amount of the related long-lived asset and depreciated over the useful life ofsuch asset.GoodwillGoodwill represents the excess of the purchase price for an acquired business over the allocated value of the related net assets. The Company testsgoodwill for impairment on an annual basis, regardless of whether adverse events or changes in circumstances have occurred. The annual test begins withgoodwill and all intangible assets being allocated to applicable reporting units. The Company then performs a qualitative assessment to determine whether itis "more likely than not" that the fair value of the reporting units is less than its carrying amount. If it is concluded that it is "more likely than not" that the fairvalue of a reporting unit is less than its carrying amount, it is necessary to perform the two-step goodwill impairment test. The two-step goodwill impairmenttest begins with an estimation of fair value of the reporting unit using an income approach, which looks to the present value of expected future cash flows.The first step, commonly referred to as a "step-one impairment test," is a screen for potential impairment while the second step measures the amount ofimpairment if there is an indication from the first step that one exists. The Company's measurement of the fair value for goodwill is based on an estimate ofdiscounted future cash flows of the reporting unit. The Company performed its most recent annual goodwill impairment test as of October 1, 2014, whichresulted in no impairments.Intangible AssetsIntangible assets are included in "site rental contracts and customer relationships, net" and "other intangible assets, net" on the Company's consolidatedbalance sheet and predominately consist of the estimated fair value of the following items recorded in conjunction with acquisitions: (1) site rental contractsand customer relationships, (2) below-market leases for land interest under the acquired wireless infrastructure, (3) term easement rights for land interest underthe acquired wireless infrastructure, or (4) other contractual rights such as trademarks. The site rental contracts and customer relationships intangible assetsare comprised of (1) the current term of the existing leases, (2) the expected exercise of the renewal provisions contained within the existing leases, whichautomatically occur under contractual provisions, or (3) any associated relationships that are expected to generate value following the expiration of allrenewal periods under existing leases.The useful lives of intangible assets are estimated based on the period over which the intangible asset is expected to benefit the Company and givesconsideration to the expected useful life of other assets to which the useful life may relate. Amortization expense for intangible assets is computed using thestraight-line method over the estimated useful life of each of the intangible assets. The useful life of the site rental contracts and customer relationshipsintangible asset is limited by the maximum depreciable life of the wireless infrastructure (20 years), as a result of the interdependency of the wirelessinfrastructure and site rental leases. In contrast, the site rental contracts and customer relationships are estimated to provide economic benefits for severaldecades because of the low rate of tenant cancellations and high rate of renewals experienced to date. Thus, while site rental contracts and customerrelationships are valued based upon the fair value, which includes assumptions regarding both (1) tenants' exercise of optional renewals contained in theacquired leases and (2) renewals of the acquired leases past the contractual term including exercisable options, the site rental contracts and customerrelationships are amortized over a period not to exceed 20 years as a result of the useful life being limited by the depreciable life of the wireless infrastructure.50NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)The carrying value of other intangible assets with finite useful lives will be reviewed for impairment whenever events or changes in circumstancesindicate that the carrying amount of the assets may not be recoverable. The Company has a dual grouping policy for purposes of determining the unit ofaccount for testing impairment of the site rental contracts and customer relationships intangible assets. First, the Company pools the site rental contracts andcustomer relationships with the related wireless infrastructure assets into portfolio groups for purposes of determining the unit of account for impairmenttesting. Second and separately, the Company evaluates the site rental contracts and customer relationships by significant tenant or by tenant grouping forindividually insignificant tenants, as appropriate. If the sum of the estimated future cash flows (undiscounted) expected to result from the use or eventualdisposition of an asset is less than the carrying amount of the asset, an impairment loss is recognized. Measurement of an impairment loss is based on the fairvalue of the asset.Deferred CreditsDeferred credits are included in “deferred revenues” and “other long-term liabilities” on the Company's consolidated balance sheet and consist of theestimated fair value of the following items recorded in conjunction with acquisitions: (1) below-market tenant leases for contractual interests with tenants onacquired wireless infrastructure, which are amortized to site rental revenues and (2) above-market leases for land interests under the Company's wirelessinfrastructure, which are amortized to site rental cost of operations.Fair value for these deferred credits represents the difference between (1) the stated contractual payments to be made pursuant to the in-place lease and(2) management's estimate of fair market lease rates for each corresponding lease. Deferred credits are measured over a period equal to the estimated remainingeconomic lease term considering renewal provisions or economics associated with those renewal provisions, to the extent applicable. Deferred credits areamortized over their respected estimated lease terms at the time of acquisition.Deferred Financing CostsThird-party costs incurred to obtain financing are deferred and are included in "long-term prepaid rent, deferred financing costs, and other assets" on theCompany's consolidated balance sheet.Revenue RecognitionSite rental revenues are recognized on a monthly basis over the fixed, non-cancelable term of the relevant lease (generally ranging from five to 15years), regardless of whether the payments from the tenant are received in equal monthly amounts. The Company's leases contain fixed escalation clauses(such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the consumer price index ("CPI")). If thepayment terms call for fixed escalations, upfront payments, or rent free periods, the revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the agreement. When calculating straight-line rental revenues, the Company considers all fixed elements of tenant contractual escalationprovisions, even if such escalation provisions contain a variable element in addition to a minimum. The Company's assets related to straight-line site rentalrevenues are included in "other current assets" and "deferred site rental receivables." Amounts billed or received prior to being earned are deferred andreflected in "deferred revenues" and "other long-term liabilities."Network services revenues are recognized after completion of the applicable service. Nearly all of the antenna installation services are billed on a cost-plus profit basis and site development services are billed on a fixed fee basis.Sales taxes or value-added taxes collected from customers and remitted to governmental authorities are presented on a net basis.Costs of OperationsIn excess of two-thirds of the Company's site rental costs of operations expenses consist of ground lease expenses, and the remainder includes propertytaxes, repairs and maintenance expenses, employee compensation or related benefit costs, or utilities. Generally, the ground leases for land are specific toeach site and are for an initial term of five years and are renewable for pre-determined periods. The Company also enters into term easements and groundleases in which it prepays the entire term in advance. Ground lease expense is recognized on a monthly basis, regardless of whether the lease agreementpayment terms require the Company to make payments annually, quarterly, monthly, or for the entire term in advance. The Company's ground leases containfixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the CPI). If the paymentterms include fixed escalation provisions, the effect of such increases is recognized on a straight-line basis. The Company calculates the straight-line groundlease expense using a time period that equals or exceeds the remaining depreciable life of the wireless infrastructure asset. Further, when a tenant hasexercisable renewal options that would compel the Company to exercise existing ground lease renewal options, the Company has straight-lined the groundlease expense over a51NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)sufficient portion of such ground lease renewals to coincide with the final termination of the tenant's renewal options. The Company's non-current liabilityrelated to straight-line ground lease expense is included in "other long-term liabilities" on the Company's consolidated balance sheet. The Company's assetrelated to prepaid ground leases is included in "prepaid expenses" and "long-term prepaid rent, deferred financing costs and other assets, net" on theCompany's consolidated balance sheet.Network services and other costs of operations predominately consist of third party service providers such as contractors and professional service firmsand, to a lesser extent, internal labor costs. As of December 31, 2014 and 2013, the Company had $60.4 million and $52.2 million, respectively, of work inprocess.Acquisition and Integration CostsAll direct or incremental costs related to a business combination are expensed as incurred. Costs include severance, retention bonuses payable toemployees of an acquired enterprise, temporary employees to assist with the integration of the acquired operations, or fees paid for services such asconsulting, accounting, legal, or engineering reviews. These business combination costs are included in "acquisition and integration costs" on the Company'sconsolidated statement of operations and comprehensive income (loss). The vast majority of the Company's acquisition and integration costs during the yearsended December 31, 2014, 2013, and 2012 relate to the AT&T Acquisition (as defined in note 3) and the 2012 Acquisitions (as defined in note 3).Stock-Based CompensationRestricted Stock Awards and Restricted Stock Units. The Company records stock-based compensation expense only for those unvested restricted stockawards ("RSAs") and unvested restricted stock units ("RSUs") for which the requisite service is expected to be rendered. The cumulative effect of a change inthe estimated number of RSAs and RSUs for which the requisite service is expected to be or has been rendered is recognized in the period of the change in theestimate. To the extent that the requisite service is rendered, compensation cost for accounting purposes is not reversed; rather, it is recognized regardless ofwhether or not the awards vest. A discussion of the Company's valuation techniques and related assumptions and estimates used to measure the Company'sstock-based compensation is as follows:Valuation. The fair value of RSAs and RSUs without market conditions is determined based on the number of shares relating to such RSAs and RSUsand the quoted price of the Company's common stock at the date of grant. The Company estimates the fair value of RSAs and RSUs with market conditionsgranted using a Monte Carlo simulation. The Company's determination of the fair value of RSAs and RSUs with market conditions on the date of grant isaffected by its common stock price as well as assumptions regarding a number of highly complex or subjective variables. The determination of fair valueusing a Monte Carlo simulation requires the input of subjective assumptions, and other reasonable assumptions could provide differing results.Amortization Method. The Company amortizes the fair value of all RSAs and RSUs on a straight-line basis for each separately vesting tranche of theaward (graded vesting schedule) over the requisite service periods.Expected Volatility. The Company estimates the volatility of its common stock at the date of grant based on the historical volatility of its commonstock.Expected Dividend Rate. The expected dividend rate at the date of grant is based on the then-current dividend yield.Risk-Free Rate. The Company bases the risk-free rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining termequal to the expected life of the award.Forfeitures. The Company uses historical data and management's judgment about the future employee turnover rates to estimate the number of sharesfor which the requisite service period will not be rendered.52NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)Interest Expense and Amortization of Deferred Financing CostsThe components of interest expense and amortization of deferred financing costs are as follows: Years Ended December 31, 201420132012Interest expense on debt obligations$492,437 $490,385 $491,694Amortization of deferred financing costs22,190 25,120 23,324Amortization of adjustments on long-term debt(3,628) 8,541 21,297Amortization of interest rate swaps63,148 64,928 65,239Other, net of capitalized interest(856) 656 (510)Total$573,291 $589,630 $601,044The Company amortizes deferred financing costs, discounts, premiums, and purchase price adjustments on long-term debt over the estimated term of therelated borrowing using the effective interest yield method. Discounts or purchase price adjustments are presented as a reduction to the related debtobligation on the Company's consolidated balance sheet. Income TaxesEffective January 1, 2014, the Company commenced operating as a REIT for U.S. federal income tax purposes. As a REIT, the Company is generallyentitled to a deduction for dividends that it pays and therefore is not subject to U.S. federal corporate income tax on its taxable income that is currentlydistributed to its stockholders. The Company also may be subject to certain federal, state, local, and foreign taxes on its income and assets, including (1)alternative minimum taxes, (2) taxes on any undistributed income, (3) taxes related to the TRSs, (4) certain state, local, or foreign income taxes, (5) franchisetaxes, (6) property taxes, and (7) transfer taxes. In addition, the Company could in certain circumstances be required to pay an excise or penalty tax, whichcould be significant in amount, in order to utilize one or more relief provisions under the Internal Revenue Code 1986, as amended ("Code") to maintainqualification for taxation as a REIT.The Company's small cells are currently included in one or more wholly owned TRSs. In August 2014, the Company received a favorable private letterruling from the Internal Revenue Service ("IRS"), which provides that the real property portion of the Company's small cells and the related rents qualify asreal property and rents from real property, respectively, under the rules governing REITs. The Company is evaluating the impact of this private letter rulingand, subject to board approval, expects to take appropriate action to include at least some part of the Company's small cells as part of the REIT during 2015.Once the Company has completed its evaluation and necessary actions to include small cells in the REIT, the Company expects to de-recognize its netdeferred tax liabilities related to such part of the Company's small cells.Additionally, the Company has included in TRSs its tower operations in Australia and certain other assets and operations. Those TRS assets andoperations (along with any part of the Company's small cells that remain in a TRS) will continue to be subject, as applicable, to federal and state corporateincome taxes or to foreign taxes in the jurisdictions in which such assets and operations are located. The Company's foreign assets and operations (includingits tower operations in Puerto Rico and Australia) most likely will be subject to foreign income taxes in the jurisdictions in which such assets and operationsare located, regardless of whether they are included in a TRS or not. The Company will be subject to a federal corporate level tax rate (currently 35%) on thegain recognized from the sale of assets occurring within a specified period (generally 10 years) after the REIT conversion up to the amount of the built in gainthat existed on January 1, 2014, which is based upon the fair market value of those assets in excess of the Company's tax basis on January 1, 2014. This gaincan be offset by any remaining federal net operating loss carryforwards ("NOLs").During 2013, the Company de-recognized substantially all of its previously recorded U.S. federal and state deferred tax assets and liabilities inconnection with completing the steps necessary to qualify to operate as a REIT and receiving final approval from the Company's board of directors. The de-recognized U.S. federal and state deferred tax assets related to the entities included in the REIT, because the expected recovery or settlement of the relatedassets and liabilities would not result in a taxable or deductible amount in the future.For the Company's TRSs, the Company accounts for income taxes using an asset and liability approach, which requires the recognition of deferredincome tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or taxreturns. Deferred income tax assets and liabilities are determined based on the temporary differences between the financial statement and tax bases of assetsand liabilities using enacted tax rates. A valuation allowance is provided on deferred tax assets if it is determined that it is "more likely than not" that theasset will not be realized.53NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)The Company records a valuation allowance against deferred tax assets when it is "more likely than not" that some portion or all of the deferred tax asset willnot be realized. The Company reviews the recoverability of deferred tax assets each quarter and based upon projections of future taxable income, reversingdeferred tax liabilities or other known events that are expected to affect future taxable income, records a valuation allowance for assets that do not meet the"more likely than not" realization threshold. Valuation allowances may be reversed if related deferred tax assets are deemed realizable based upon changes infacts and circumstances that impact the recoverability of the asset.The Company recognizes a tax position if it is "more likely than not" that it will be sustained upon examination. The tax position is measured at thelargest amount that is greater than 50 percent likely of being realized upon ultimate settlement. The Company reports penalties and tax-related interestexpense as a component of the benefit (provision) for income taxes. As of December 31, 2014 and 2013, the Company has not recorded any penalties relatedto its income tax positions.Per Share InformationBasic 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 theweighted-average number of common shares outstanding during the period plus any potential dilutive common share equivalents, including shares issuable(1) upon the vesting of RSAs and RSUs as determined under the treasury stock method and (2) upon conversion of the Company's Convertible PreferredStock (as defined in note 11), as determined under the if-converted method.A reconciliation of the numerators and denominators of the basic and diluted per share computations is as follows: Years Ended December 31, 201420132012Net income (loss) attributable to CCIC stockholders$390,513 $90,111 $188,584Dividends on preferred stock(43,988) (11,363) (2,629)Net income (loss) attributable to CCIC common stockholders$346,525 $78,748 $185,955Weighted-average number of common shares outstanding (in thousands): Basic weighted-average number of common stock outstanding332,302 298,083 289,285Effect of assumed dilution from potential common shares relating to RSAs and RSUs963 1,210 1,985Diluted weighted-average number of common shares outstanding333,265 299,293 291,270Net income (loss) attributable to CCIC common stockholders, per common share: Basic$1.04 $0.26 $0.64Diluted$1.04 $0.26 $0.64For the years ended December 31, 2014 and 2013, 12.5 million and 13.2 million common share equivalents related to the Convertible Preferred Stock,respectively, were excluded from the dilutive common shares because the impact of such conversion would be anti-dilutive, based on the Company'scommon stock price as of the end of each such year. See notes 11 and 12.Foreign Currency TranslationThe Company's international operations use the local currency as their functional currency. The Company translates the results of these internationaloperations using the applicable average exchange rate for the period, and translates the assets and liabilities using the applicable exchange rate at the end ofthe period. The cumulative effect of changes in the exchange rate is recorded as "foreign currency translation adjustments" in other comprehensive income(loss). See note 15.Fair ValuesThe Company's assets and liabilities recorded at fair value are categorized based upon a fair value hierarchy that ranks the quality and reliability of theinformation used to determine fair value. The three levels of the fair value hierarchy are (1) Level 1 — quoted prices (unadjusted) in active and accessiblemarkets, (2) Level 2 — observable prices that are based on inputs not quoted in active markets but corroborated by market data, and (3) Level 3 —unobservable inputs and are not corroborated by market data. The Company evaluates fair value hierarchy level classifications quarterly, and transfersbetween levels are effective at the end of the quarterly period.54NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)The fair value of cash and cash equivalents and restricted cash approximate the carrying value. The Company determines fair value of its debt securitiesbased on indicative quotes (that is non-binding quotes) from brokers that require judgment to interpret market information including implied credit spreadsfor similar borrowings on recent trades or bid/ask prices or quotes from active markets if applicable. There were no changes since December 31, 2013 in theCompany's valuation techniques used to measure fair values. See note 9 for a further discussion of fair values. Derivative InstrumentsThe Company had previously entered into interest rate swaps to manage or reduce its interest rate risk. Derivative financial instruments were enteredinto for periods that matched the related underlying exposures. The Company can designate derivative financial instruments as hedges. The Company canalso enter into derivative financial instruments that are not designated as accounting hedges.Derivatives were recognized on the consolidated balance sheet at fair value. If the derivative was designated as a cash flow hedge, the effective portionof the change in the fair value of the derivative was recorded as a separate component of stockholders' equity, captioned "accumulated other comprehensiveincome (loss)," and recognized as increases or decreases to "interest expense and amortization of deferred financing costs" when the hedged item affectsearnings. If a hedge ceased to qualify for hedge accounting, any change in the fair value of the derivative since the date it ceased to qualify was recorded to"net gain (loss) on interest rate swaps." However, any amounts previously recorded to "accumulated other comprehensive income (loss)" would remain thereuntil the original forecasted transaction affected earnings. In situations where it becomes probable that the hedged forecasted transaction will not occur, anygains or losses that have been recorded to "accumulated other comprehensive income (loss)" are immediately reclassified to earnings.Recently Adopted Accounting PronouncementsNo accounting pronouncements adopted during the year ended December 31, 2014 had a material impact on the Company's consolidated financialstatements.Recent Accounting Pronouncements Not Yet AdoptedIn May 2014, the Financial Accounting Standards Board ("FASB") released updated guidance regarding the recognition of revenue from contracts withcustomers, exclusive of those contracts within lease accounting. The core principle of the guidance is that an entity should recognize revenue to depict thetransfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange forthose goods or services. To achieve that core principle, an entity should apply the following steps: (1) identify the contracts with the customer; (2) identifythe performance obligations in the contract; (3) determine the contract price; (4) allocate the transaction price to the performance obligations in the contract;and (5) recognize revenue when (or as) the entity satisfies a performance obligation. This guidance is effective for the Company as of January 1, 2017. Thisguidance is required to be applied (1) retrospectively to each prior reporting period presented, or (2) with the cumulative effect being recognized at the dateof initial application. The Company is evaluating the guidance including the impact on its consolidated financial statements.3.Acquisitions2012 AcquisitionsIn January 2012, the Company acquired certain subsidiaries of Wireless Capital Partners, LLC ("WCP") (referred to herein as the "WCP Acquisition").Upon closing, WCP held various contracts with wireless site owners, including approximately 2,300 ground lease related assets. The purchase price of $214.7million includes $39.2 million of restricted cash and excludes the assumption of $336.3 million (after fair value adjustments) of debt. See note 7. TheCompany utilized the borrowings under the Tranche B Term Loans (as defined in note 7) issued in January 2012 to fund the cash consideration.In April 2012, the Company acquired NextG Networks, Inc. ("NextG") for approximately $1.0 billion in cash ("NextG Acquisition"). The Companyutilized borrowings under the Tranche A Term Loans and Tranche B Term Loans (as defined in note 7) to fund the cash consideration of approximately $1.0billion. Prior to the NextG Acquisition, NextG was the largest U.S. provider of outdoor DAS.55NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)In November 2012, the Company acquired from T-Mobile the exclusive rights to lease, operate, or otherwise acquire towers which, as of December 31,2014, comprised approximately 17% of the Company's towers for approximately $2.5 billion ("T-Mobile Acquisition"). See note 1 for a further discussion ofthe terms of the T-Mobile master prepaid lease, including the purchase option. The Company utilized cash on hand, inclusive of the proceeds from the 5.25%Senior Notes, and borrowings from the 2012 Revolver (as defined in note 7) to fund the T-Mobile Acquisition.The WCP Acquisition, NextG Acquisition, and T-Mobile Acquisition are collectively referred to herein as the "2012 Acquisitions."AT&T AcquisitionDuring October 2013, the Company entered into a definitive agreement with AT&T, to acquire rights to towers which, as of December 31, 2014,comprised approximately 22% of the Company's towers for $4.827 billion in cash at closing ("AT&T Acquisition"). On December 16, 2013, the Companyclosed on the acquisition. See note 1 for further discussion of the terms of the AT&T master prepaid lease, including the related purchase option. TheCompany utilized net proceeds from the October 2013 Equity Financings (as defined in note 11), and additional borrowings under the 2012 Revolver andterm loans to fund the AT&T Acquisition, as well as cash on hand. The final purchase price allocation for the AT&T Acquisition is shown below.Current assets$21,543 Property and equipment1,891,721 Goodwill1,902,777 Other intangible assets, net1,175,217 Other assets67,063 Current liabilities(10,677) Other long-term liabilities(221,045)(a) Net assets acquired$4,826,599(b)(c) (a)Inclusive of above-market leases for land interests under the Company's towers.(b)Changes between the final purchase price allocation and the preliminary purchase price allocation as presented in the Company's Annual Report on Form 10-K for the fiscal yearended December 31, 2013 primarily relate to (1) a $134.2 million increase to goodwill, (2) a $104.9 million decrease to other intangible assets, net (3) a $73.7 milliondecrease to property and equipment, and (4) a $63.8 million increase to other assets. The effect of the change in the purchase price allocation on the Company's statement ofoperations is immaterial for the periods presented.(c)No deferred taxes were recorded as a result of the Company's REIT election. See note 10.For additional discussion of the AT&T Acquisition see notes 5, 7, and 11.2014 Land AcquisitionsDuring 2014, the Company completed several acquisitions of portfolios of land interests under towers ("2014 Land Acquisitions"). These acquisitionswere predominately comprised of an aggregate of 1,200 land interests for an aggregate preliminary purchase price of approximately $354 million, net of cashacquired.Actual and Pro Forma Financial InformationNet revenues and net income (loss) attributable to acquisitions completed are included in the Company's consolidated statements of operations andcomprehensive income (loss), since the date of each respective acquisition. For the year ended December 31, 2013, the AT&T Acquisition resulted in (1)increases to consolidated net revenues of $17.9 million and (2) a net loss of approximately $8.9 million included in net income (loss), which includesacquisition and integration costs and the impact of the associated debt borrowings. For the year ended December 31, 2012, the 2012 Acquisitions resulted in(1) increases to consolidated net revenues of $143.3 million and (2) a net loss of $12.6 million included in net income (loss), which includes the impact of thedebt assumed in the WCP Acquisition and acquisition and integration costs.56NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)The unaudited pro forma financial results for the year ended December 31, 2013 combine the historical results of the Company, which includes theimpact of the 2012 Acquisitions, along with the pro forma impact from the AT&T Acquisition. The unaudited pro forma financial results for the year endedDecember 31, 2012 combine the historical results of the Company, along with the pro forma impact from the AT&T Acquisition and the 2012 Acquisition.The following table presents the unaudited pro forma consolidated results of operations of the Company as if the AT&T Acquisition was completed as ofJanuary 1, 2012, and the 2012 Acquisitions were completed as of January 1, 2011 for the periods presented below. The unaudited pro forma amounts arepresented for illustrative purposes only and are not necessarily indicative of future consolidated results of operations. Twelve Months EndedDecember 31, 2013 2012 Net revenues$3,420,736(a) $3,124,010(a)(b) Income (loss) before income taxes$242,617(c)(d)(f) $15,566(c)(d)(f) Benefit (provision) for income taxes$(178,663)(d)(e) $134,487(d)(e) Net income (loss)$63,954(c)(d)(f) $150,053(c)(d)(f) Basic net income (loss) attributable to CCIC common stockholders, per common share$0.05$0.28 Diluted net income (loss) attributable to CCIC common stockholders, per common share$0.05$0.27 (a)For the years ended December 31, 2013 and 2012, amounts are inclusive of pro forma adjustments to increase net revenues of $211.1 million and $220.6 million, respectively,that the Company expects to recognize from AT&T under AT&T's contracted lease of space on the towers acquired in the AT&T Acquisition.(b)For the year ended December 31, 2012, amounts are inclusive of pro forma adjustments to increase net revenues of $148.9 million that the Company expects to recognize fromT-Mobile under T-Mobile's contracted lease of space on the towers acquired in the T-Mobile Acquisition.(c)For the years ended December 31, 2013 and 2012, amounts are inclusive of pro forma adjustments to depreciation and amortization of $218.3 million and $353.2 million,respectively, related to property and equipment and intangibles recorded as a result of the AT&T Acquisition and 2012 Acquisitions.(d)For the AT&T Acquisition, pro forma amounts include the impact of the interest expense associated with the related debt financings as well as the October 2013 EquityFinancings. For the 2012 Acquisitions, pro forma amounts exclude any impact from debt financings that occurred through 2012 due to (1) such financings have been conductedfor multiple purposes, including to lower the Company's average cost of debt, to refinance and extend certain of its debt, as well as to provide funds to finance a portion of suchacquisitions and (2) such financings having not been conducted concurrently with the 2012 Acquisitions they subsequently funded in part and the fungible nature of the cashmakes impracticable a determination of whether, or what portion of, the purchase prices of such acquisitions were funded with the proceeds of such financings.(e)For the years ended December 31, 2013 and 2012, the pro forma adjustments reflects the federal statutory rate and an estimated state rate. No adjustment was made related to theCompany's REIT election. See note 10.(f)Inclusive of $23.7 million and $15.5 million, respectively, of aggregate acquisition and integration costs for the years ended December 31, 2013 and 2012 related to the AT&TAcquisition and 2012 Acquisitions.4.Property and EquipmentThe major classes of property and equipment are as follows: Estimated Useful Lives December 31, 2014 2013Land(a)— $1,542,276 $1,305,942Buildings40 years 72,517 70,497Towers and small cells1-20 years 12,251,175 11,717,453Information technology assets and other2-7 years 214,058 185,699Construction in process— 507,066 401,042Total gross property and equipment 14,587,092 13,680,633Less: accumulated depreciation (5,438,781) (4,732,956)Total property and equipment, net $9,148,311 $8,947,677 (a)Includes land owned in fee and perpetual easements.Depreciation expense for the years ended December 31, 2014, 2013 and 2012 was $757.4 million, $562.1 million and $438.9 million, respectively.Capital leases and associated leasehold improvements related to gross property and equipment and accumulated depreciation was $4.4 billion and $883.5million, respectively, as of December 31, 2014. See notes 1 and 2.57NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)5.Goodwill and Intangible AssetsGoodwillThe changes in the carrying value of goodwill for the years ended December 31, 2014 and December 31, 2013 were as follows:Balance as of December 31, 2012$3,119,957Additions due to AT&T Acquisition (a)1,768,535Additions due to other acquisitions25,194Effect of exchange rate fluctuations and other adjustments2,740Balance as of December 31, 2013$4,916,426Adjustments to AT&T Acquisition purchase price allocation (a)134,242Additions due to other acquisitions159,952Effect of exchange rate fluctuations and other adjustments(529)Balance as of December 31, 2014$5,210,091 (a)The purchase price allocation for the AT&T Acquisition resulted in the recognition of goodwill at CCUSA primarily because of the anticipated growth opportunity in the acquiredtower portfolio. See note 3.IntangiblesThe following is a summary of the Company's intangible assets. See note 3 for further discussion of the Company's acquisitions. As of December 31, 2014 As of December 31, 2013 Gross CarryingValue AccumulatedAmortization Net Book Value Gross CarryingValue AccumulatedAmortization Net Book ValueSite rental contracts and customer relationships$4,660,082(a) $(1,347,947) $3,312,135 $4,761,605 $(1,111,262) $3,650,343Other intangible assets509,824 (106,259) 403,565 486,751 (79,229) 407,522Total$5,169,906 $(1,454,206) $3,715,700 $5,248,356 $(1,190,491) $4,057,865 (a)Inclusive of adjustments made during 2014 related to the AT&T Acquisition purchase price allocation. See note 3.During the year ended December 31, 2013, the Company recorded (1) $1.2 billion of additions to site rental contracts and customer relationships, whichpredominately relate to the AT&T Acquisition, and (2) $132.8 million of additions to other intangible assets, inclusive of adjustments made during 2013related to the T-Mobile Acquisition purchase price allocation. The weighted average amortization period of the additions to intangible assets during the yearended December 31, 2013 was approximately 20 years.Amortization expense related to intangible assets is classified as follows on the Company's consolidated statement of operations and comprehensiveincome (loss): For Years Ended December 31,Classification2014 2013 2012Depreciation, amortization and accretion$245,614 $204,042 $177,163Site rental costs of operations22,105 10,197 3,352Total amortization expense$267,719 $214,239 $180,515The estimated annual amortization expense related to intangible assets (inclusive of those recorded as an increase to "site rental costs of operations") forthe years ended December 31, 2015 to 2019 is as follows: Years Ending December 31, 20152016201720182019Estimated annual amortization$259,272 $259,026 $258,438 $256,669 $254,98058NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)6.Other LiabilitiesOther long-term liabilitiesThe following is a summary of the components of "other long-term liabilities" as presented on the consolidated balance sheet. See also note 2. December 31, 2014 2013Deferred rental revenues $610,742 $350,474Deferred ground lease payable 425,321 357,419Above market leases for land interests, net 272,694 276,319Deferred credits, net 222,460 244,537Asset retirement obligation (see note 13) 128,153 118,403Other long-term liabilities 328 2,767 $1,659,698 $1,349,919For the years ended December 31, 2014, 2013, and 2012, the Company recorded $24.2 million, $7.2 million, and $3.4 million, respectively, as adecrease to "site rental costs of operations" for the amortization of above-market leases for land interests under the Company's towers. The estimatedamortization expense related to above-market leases for land interests under the Company's towers recorded to site rental costs of operations for the yearsended December 31, 2015 to 2019 is as follows: Years Ending December 31, 20152016201720182019Above-market leases for land interests$23,031 $22,362 $21,206 $20,287 $19,289For the years ended December 31, 2014, 2013, and 2012 the Company recognized $29.5 million, $29.6 million, and $20.8 million, respectively, in siterental revenues related to the amortization of below market tenant leases. The following table summarizes the estimated annual amounts related to below-market tenant leases expected to be amortized into site rental revenues for the years ended December 31, 2015 to 2019 are as follows: Years Ending December 31, 20152016201720182019Below-market tenant leases$27,877 $27,657 $24,746 $21,985 $19,493Other accrued liabilitiesOther accrued liabilities included accrued payroll and other accrued compensation of $74.2 million and $60.0 million, respectively, as of December 31,2014 and 2013.59NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)7.Debt and Other Obligations OriginalIssue Date ContractualMaturityDate Outstanding Balance as of December 31, StatedInterest Rateas ofDecember 31, 2014 2013 2014(a) Bank debt – variable rate: 2012 RevolverJan. 2012 Nov. 2018/Jan.2019(d) $695,000(b) $374,000 1.9%(c) Tranche A Term LoansJan. 2012 Nov. 2018/Jan.2019(d) 645,938 662,500 1.9%(c) Tranche B Term LoansJan. 2012 Jan. 2019/2021(e) 2,835,509 2,864,150 3.0%(f) Total bank debt 4,176,447 3,900,650 Securitized debt – fixed rate: January 2010 Tower Revenue NotesJan. 2010 2037-2040(g) 1,600,000 1,900,000 6.0%(g) August 2010 Tower Revenue NotesAug. 2010 2035-2040(g) 1,550,000 1,550,000 4.5%(g) 2009 Securitized NotesJuly 2009 2019/2029(h) 160,822 179,792 7.5% WCP Securitized NotesJan. 2010 Nov. 2040(i) 262,386 286,171 5.7%(j) Total securitized debt 3,573,208 3,915,963 Bonds – fixed rate: 7.125% Senior NotesOct. 2009 Nov. 2019 — 498,332 N/A 5.25% Senior NotesOct. 2012 Jan. 2023 1,649,969 1,649,970 5.3% 2012 Secured NotesDec. 2012 2017/2023(l) 1,500,000 1,500,000 3.4% 4.875% Senior NotesApr. 2014 Apr. 2022 846,062 — 4.9% Total bonds 3,996,031 3,648,302 Other: Capital leases and other obligationsVarious Various(k) 175,175 129,585 Various(k) Total debt and other obligations 11,920,861 11,594,500 Less: current maturities and short-term debtand other current obligations 113,335 103,586 Non-current portion of long-term debt andother long-term obligations $11,807,526 $11,490,914 (a)Represents the weighted-average stated interest rate.(b)As of December 31, 2014, the undrawn availability under the senior secured revolving credit facility ("2012 Revolver") was $805.0 million. See note 18.(c)The 2012 Revolver and tranche A term loans ("Tranche A Term Loans"), including the Incremental Tranche A Term Loans (as defined below) bear interest at a rate per annumequal to LIBOR plus a credit spread ranging from 1.5% to 2.25%, based on the CCOC total net leverage ratio. The Company pays a commitment fee of approximately 0.25% perannum on the undrawn available amount under the 2012 Revolver.(d)The maturity dates for the 2012 Revolver and Tranche A Term Loans are either November 2018 or January 2019, contingent upon the outstanding aggregate principal amount ofthe Tranche B Term Loans (as defined below). If the outstanding aggregate principal amount of the Tranche B Term Loans is greater than $500.0 million, the 2012 Revolver andTranche A Term Loans are due November 2018. If the outstanding aggregate principal amount of the Tranche B Term Loans is less than or equal to $500.0 million, the 2012Revolver and Tranche A Term Loans are due January 2019.(e)As of December 31, 2014, the Company's Tranche B Term Loans, including the Incremental Tranche B Term Loans (defined below) and the Incremental Tranche B-2 TermLoans (defined below), consist of $2.3 billion aggregate principal amount due January 2021 and $565.6 million aggregate principal amount due January 2019.(f)The Tranche B Term Loans, including the Incremental Tranche B Term Loans and the Incremental Tranche B-2 Term Loans (defined below), bear interest at a rate per annumequal to LIBOR plus a credit spread range from 2.25% to 2.50%, based on CCOC's total net leverage ratio (with LIBOR subject to a floor of 0.75% per annum).(g)If the respective series of the January 2010 Tower Revenue Notes and August 2010 Tower Revenue Notes (collectively, "2010 Tower Revenue Notes") are not paid in full on orprior to 2015, 2017 and 2020, as applicable, then Excess Cash Flow (as defined in the indenture) of the issuers (of such notes) will be used to repay principal of the applicableseries and class of the 2010 Tower Revenue Notes, and additional interest (of an additional approximately 5% per annum) will accrue on the respective 2010 Tower RevenueNotes. The January 2010 Tower Revenue Notes consist of two series of notes with principal amounts of $350.0 million and $1.3 billion, having anticipated repayment dates in2017, and 2020, respectively. The August 2010 Tower Revenue Notes consist of three series of notes with principal amounts of $250.0 million, $300.0 million, and $1.0 billion,having anticipated repayment dates in 2015, 2017, and 2020, respectively.(h)The 2009 Securitized Notes consist of $90.8 million of principal as of December 31, 2014 that amortizes through 2019, and $70.0 million of principal as of December 31, 2014that amortizes during the period beginning in 2019 and ending in 2029.60NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)(i)The WCP securitized notes ("WCP Securitized Notes") were assumed in connection with the WCP Acquisition. The WCP Securitized Notes include a fair value adjustment thatincreased the debt carrying value by $3.6 million as of December 31, 2014. The anticipated repayment date is 2015 for each class. If the WCP Securitized Notes are not repaid infull by their anticipated repayment dates, the applicable interest rate increases by an additional approximately 5% per annum. If the WCP Securitized Notes are not repaid in fullby their rapid amortization date of 2017, monthly principal payments commence using the excess cash flows of the issuers of the WCP Securitized Notes.(j)The effective yield is approximately 5.6%, inclusive of the fair value adjustment.(k)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 fromless than one year to approximately 25 years.(l)Consists of $500.0 million aggregate principal amount of 2.381% secured notes due 2017 and $1.0 billion aggregate principal amount of 3.849% secured notes due 2023(collectively, "2012 Secured Notes").The credit agreement governing the the Company's senior credit facility agreement ("2012 Credit Facility") contains financial maintenance covenants.The Company is currently in compliance with these financial maintenance covenants, and based upon current expectations, the Company believes it willcontinue to comply with its financial maintenance covenants. In addition, certain of the Company's debt agreements also contain restrictive covenants thatplace restrictions on CCIC or its subsidiaries and may limit the Company's ability to, among other things, incur additional debt and liens, purchase theCompany's securities, make capital expenditures, dispose of assets, undertake transactions with affiliates, make other investments, pay dividends or distributeexcess cash flow.Bank DebtIn January 2012, CCOC entered into the 2012 Credit Facility. The 2012 Credit Facility originally consisted of (1) a $1.5 billion 2012 Revolver with amaturity of January 2017, (2) $500.0 million of Tranche A Term Loans with a maturity of January 2017, and (3) $1.6 billion of Tranche B Term Loans with amaturity of January 2019.The 2012 Credit Facility is secured by a pledge of certain equity interests of certain subsidiaries of CCIC, as well as a security interest in CCOC's andcertain of its subsidiaries' deposit accounts ($41.4 million as of December 31, 2014) and securities accounts. The 2012 Credit Facility is guaranteed by CCICand certain of its subsidiaries.The following are highlights of the Company's issuances, refinancings, and other activities related to the 2012 Credit Facility since entering into theoriginal agreement:•In 2012, the Company:◦utilized the proceeds of the original Tranche A Term Loans and Tranche B Term Loans in part to repay the previously outstanding 2007Revolver, 2007 term loans and to fund the cash consideration of the WCP Acquisition and NextG Acquisition (see note 3), and◦utilized the borrowings under the 2012 Revolver to partially fund the T-Mobile Acquisition and the repurchase and repayment of the 9%Senior Notes.•In 2013, the Company:◦refinanced the then outstanding Tranche B Term Loans with new loans pursuant to the existing credit agreement in an aggregate principalamount of approximately $1.6 billion,◦borrowed $800.0 million of incremental tranche B term loans ("Incremental Tranche B Term Loans"),◦borrowed $500.0 million of incremental tranche B-2 term loans ("Incremental Tranche B-2 Term Loans"),◦borrowed $200.0 million of incremental tranche A term loans ("Incremental Tranche A Term Loans"),◦extended the maturity of both the Tranche A Term Loans and the 2012 Revolver,◦reduced the interest at a per annum rate under the 2012 Revolver and Tranche A Term Loans to LIBOR plus a credit spread rangingfrom1.50% to 2.25%, based on CCOC's total net leverage ratio,◦utilized the proceeds of the Incremental Tranche B Term Loans to repay a portion of the amounts outstanding under the 2012 Revolver,◦utilized the borrowings under the 2012 Revolver to partially fund the AT&T Acquisition (see note 3), and◦utilized the proceeds of the Incremental Tranche B-2 Term Loans and the Incremental Tranche A Term Loans to repay a portion of theamounts then outstanding under the 2012 Revolver.•In 2014, the Company amended its 2012 Credit Facility to extend the maturity date on a portion of the Tranche B Term Loans, includingIncremental Tranche B Term Loans, to January 2021.•See note 18 for a discussion of the increase in the 2012 Revolver capacity to $2.2 billion during January and February 2015.61NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)Securitized DebtThe 2010 Tower Revenue Notes, the 2009 Securitized Notes, and the WCP Securitized Notes (collectively, "Securitized Debt") are obligations ofspecial purpose entities and their direct and indirect subsidiaries (each an "issuer"), all of which are wholly-owned, indirect subsidiaries of CCIC. The 2010Tower Revenue Notes, 2009 Securitized Notes, and the WCP Securitized Notes are governed by separate indentures. The 2010 Tower Revenue Notes aregoverned by one indenture and consist of multiple series of notes, each with its own anticipated repayment date. The net proceeds of the January 2010 TowerRevenue Notes and August 2010 Tower Revenue Notes were primarily used to repay the portion of the 2005 Tower Revenue Notes not previously purchasedand 2006 Tower Revenue Notes not previously purchased, respectively. The WCP Securitized Notes were assumed in connection with the WCP Acquisitionin January 2012. Interest is paid monthly on the Securitized Debt.The Securitized Debt is paid solely from the cash flows generated by the operation of the towers or third party land interests held directly and indirectlyby the issuers of the respective Securitized Debt. The Securitized Debt is secured by, among other things, (1) a security interest in substantially all of theapplicable issuers' assignable personal property, (2) a pledge of the equity interests in each applicable issuer, (3) a security interest in the applicable issuers'leases with tenants to lease tower space (space licenses) or third party land interests, and (4) in the case of the WCP Securitized Notes, a perfected firstmortgage lien on certain prepaid lease arrangements. The governing instruments of two indirect subsidiaries ("Crown Atlantic" and "Crown GT") of theissuers of the 2010 Tower Revenue Notes generally prevent them from issuing debt and granting liens on their assets without the approval of a subsidiary ofVerizon Communications. Consequently, while distributions paid by Crown Atlantic and Crown GT will service the 2010 Tower Revenue Notes, the 2010Tower Revenue Notes are not obligations of, nor are the 2010 Tower Revenue Notes secured by the cash flows or any other assets of, Crown Atlantic andCrown GT. As of December 31, 2014, the Securitized Debt was collateralized with personal property and equipment with an aggregate net book value ofapproximately $1.2 billion, exclusive of Crown Atlantic and Crown GT personal property and equipment.The excess cash flows from the issuers of the Securitized Debt, after the payment of principal, interest, reserves, expenses, and management fees aredistributed to the Company in accordance with the terms of the indentures. If the Debt Service Coverage Ratio ("DSCR") (as defined in the applicablegoverning loan agreement) as of the end of any calendar quarter falls to a certain level, then all excess cash flow of the issuers of the applicable debtinstrument will be deposited into a reserve account instead of being released to the Company. The funds in the reserve account will not be released to theCompany until the DSCR exceeds a certain level for two consecutive calendar quarters. If the DSCR falls below a certain level as of the end of any calendarquarter, then all cash on deposit in the reserve account along with future excess cash flows of the issuers will be applied to prepay the debt with applicableprepayment consideration.The Company may repay the 2010 Tower Revenue Notes or the 2009 Securitized Notes in whole or in part at any time after the second anniversary ofthe applicable issuance date, provided such prepayment is accompanied by any applicable prepayment consideration. The Securitized Debt has covenantsand restrictions customary for rated securitizations, including provisions prohibiting the issuers from incurring additional indebtedness or furtherencumbering their assets.In April 2014, the Company utilized a portion of the net proceeds from the 4.875% Senior Notes (as defined below) offering to repay $300.0 million ofthe January 2010 Tower Revenue Notes with an anticipated repayment date of January 2015.Bonds—Senior Notes. In April 2014, CCIC issued $850.0 million of senior notes due in April 2022 ("4.875% Senior Notes"). The net proceeds from theoffering were approximately $839 million, after the deduction of associated fees. The Company utilized the net proceeds from the 4.875% Senior Notesoffering (1) to repay $300.0 million of the January 2010 Tower Revenue Notes with an anticipated repayment date of January 2015 and (2) to redeem all ofthe previously outstanding 7.125% Senior Notes.The 4.875% Senior Notes and the 5.25% senior notes due 2023 ("5.25% Senior Notes") (collectively, "Senior Notes") are general obligations of CCIC,which rank equally with all existing and future senior debt of CCIC. The Senior Notes are effectively subordinated to all liabilities (including trade payables)of each subsidiary of CCIC and rank pari passu with the other respective high yield bonds of CCIC. The Company used the net proceeds from the 5.25%Senior Notes offering to partially fund the T-Mobile Acquisition.The Senior Notes contain restrictive covenants with which CCIC and its restricted subsidiaries must comply, subject to a number of exceptions orqualifications, including restrictions on its ability to incur incremental debt, issue preferred stock, guarantee debt, pay dividends, repurchase its capital stock,use assets as security in other transactions, sell assets or merge with or into other companies, or make certain investments. Certain of these restrictions are notapplicable if there is no event of default and if the ratio of CCIC's Consolidated Indebtedness (as defined in the respective Senior Notes indenture) to itsAdjusted Consolidated Cash Flows (as defined in the respective Senior Notes indenture) is less than or equal to 7.0 to 1.0. The Senior Notes do not containany financial maintenance covenants.62NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)CCIC may redeem the 4.875% Senior Notes or the 5.25% Senior Notes in whole or in part at any time at a price equal to 100% of the principal amountto be redeemed, plus a make whole premium, and accrued and unpaid interest if any.Bonds—Secured Notes. The "2012 Senior Notes" consist of $500 million aggregate principal amount of 2.381% secured notes due 2017 and $1.0billion aggregate principal amount of 3.849% secured notes due 2023. The 2012 secured notes were issued and are guaranteed by the same subsidiaries ofCCIC that had previously issued and guaranteed the 7.75% Secured Notes. The 2012 Secured Notes are secured by a pledge of the equity interests of suchsubsidiaries. The 2012 Secured Notes are not guaranteed by and are not obligations of CCIC or any of its subsidiaries other than the issuers and guarantors ofthe 2012 Secured Notes. The 2012 Secured Notes will be paid solely from the cash flows generated from operations of the towers held directly and indirectlyby the issuers and the guarantors of such notes. The Company used the net proceeds from the issuance of the 2012 Secured Notes to repurchase and redeemthe 7.75% Secured Notes and a portion of the 9% Senior Notes. The 2012 Secured Notes may be redeemed at any time at a price equal to 100% of theprincipal amount, plus a make whole premium, and accrued and unpaid interest, if any.Previously Outstanding IndebtednessCredit Facility. In January 2012, the Company repaid the previously outstanding 2007 Revolver and term loans pursuant its previously outstandingcredit agreement entered into by CCOC.Bonds—Senior Notes. In May 2014, CCIC redeemed approximately $500.0 million aggregate principal amount of its 7.125% Senior Notes at a priceequal to 100% of the principal amount of the 7.125% senior notes redeemed, plus a make-whole premium, and accrued and unpaid interest. The Companyutilized a portion of the net proceeds from the 4.875% Senior Notes offering, together with cash on hand, to redeem such previously outstanding 7.125%Senior Notes.In December 2012, the Company purchased approximately $515.5 million aggregate principal amount of the 9% Senior Notes validly tendered on orprior to the early settlement date. In January 2013, the Company purchased approximately $0.8 million aggregate principal amount of 9% Senior Notesvalidly tendered after the early settlement date, but on or prior to the expiration date, and then redeemed all of the remaining outstanding 9% Senior Notes(approximately $313.3 million aggregate principal amount). The purchase and redemption of the 9% Senior Notes was funded by borrowings under the 2012Revolver and proceeds from the issuance of the 2012 Secured Notes.Bonds—Secured Notes. In December 2012, the Company purchased approximately $670.6 million aggregate principal amount of the 7.75% SecuredNotes validly tendered on or prior to the expiration date. In January 2013, all of the remaining then outstanding 7.75% Secured Notes (approximately $294.4million aggregate principal amount) were redeemed. The purchase and redemption of the 7.75% Secured Notes was funded by the issuance of the 2012Secured Notes.Contractual MaturitiesThe following are the scheduled contractual maturities of the total debt or other long-term obligations outstanding at December 31, 2014. Thesematurities reflect contractual maturity dates and do not consider the principal payments that will commence following the anticipated repayment dates on theTower Revenue Notes and WCP Securitized Notes. If the Tower Revenue Notes are not paid in full on or prior to 2015, 2017 and 2020, as applicable, then theExcess 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 TowerRevenue Notes, and additional interest (of an additional approximately 5% per annum) will accrue on the Tower Revenue Notes. If the WCP SecuritizedNotes are not paid in full by their anticipated repayment dates in 2015, the applicable interest rate increases by an additional approximately 5% per annum. Ifthe WCP Securitized Notes are not repaid in full by their rapid amortization date of 2017, monthly principal payments commence using the Excess CashFlow of the issuers of the WCP Securitized Notes. Years Ending December 31, 2015 2016 2017 2018 2019 Thereafter Total CashObligations Net UnamortizedDiscounts Total Debt andOther ObligationsOutstandingScheduledcontractualmaturities$110,758 $122,570 $619,859 $1,323,951 $596,083 $9,147,973 $11,921,194 $(333) $11,920,86163NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)Debt Purchases and RedemptionsThe following is a summary of the purchases and redemptions of debt during the years ended December 31, 2014, 2013, and 2012. Year Ending December 31, 2014 Principal Amount Cash Paid(a) Gains (losses)(b)January 2010 Tower Revenue Notes300,000 302,990 (3,740)7.125% Senior Notes500,000 533,909 (40,889)Total$800,000 $836,899 $(44,629) (a)Exclusive of accrued interest.(b)The losses predominately relate to cash losses, including with respect to make whole payments and are inclusive of $7.7 million related to the write off of deferred financing costsand discounts. Year Ending December 31, 2013 Principal Amount Cash Paid(a) Gains (losses)(c)9% Senior Notes314,170 332,045 (17,894)7.75% Secured Notes(b)294,362 312,465 (18,103)5.25% Senior Notes30 30 —Tranche A Term Loans87,489 87,489 (399)Tranche B Term Loans30,941 30,941 (490)Other— — (241)Total$726,992 $762,970 $(37,127) (a)Exclusive of accrued interest.(b)The redemption of the 7.75% Secured Notes was funded by the release of restricted cash.(c)The losses predominately relate to cash losses, including with respect to make whole payments. Year Ending December 31, 2012 Principal Amount Cash Paid(a) Gains (losses)(b)2007 Term Loans619,125 619,125 (1,893)9% Senior Notes552,715 589,105 (62,966)7.75% Secured Notes706,045 752,332 (64,989)7.5% Senior Notes51 51 —WCP Securitized Notes16,911 18,096 (681)Other— — (1,445)Total$1,894,847 $1,978,709 $(131,974) (a)Exclusive of accrued interest.(b)Inclusive of $48.1 million related to the write-off of deferred financing costs and discounts. In addition, the remainder relates to cash losses including with respect to make wholepayments.8.Interest Rate SwapsThe Company had previously entered into interest rate swaps to manage or reduce its interest rate risk, including the use of (1) forward-starting interestrate swaps to hedge its exposure to variability in future cash flows attributable to changes in LIBOR on anticipated financings, including refinancings andpotential future borrowings or (2) interest rate swaps to hedge the interest rate variability on a portion of the Company's floating rate debt. The Company doesnot enter into interest rate swaps for speculative or trading purposes. As of December 31, 2014, the Company does not have any interest rate swapsoutstanding.The net pre-tax loss that was reclassified into earnings from accumulated other comprehensive income (loss) was $63.1 million for the year endedDecember 31, 2014. The estimated net pre-tax loss that is expected to be reclassified into earnings from accumulated other comprehensive income (loss) isapproximately $18.7 million for the year ended December 31, 2015.64NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)9.Fair Value DisclosuresThe following table shows the estimated fair values of the Company's financial instruments, along with the carrying amounts of the related assets(liabilities). See also note 2. Level in FairValue Hierarchy December 31, 2014 December 31, 2013 CarryingAmount FairValue CarryingAmount FairValueAssets: Cash and cash equivalents1 $175,620 $175,620 $223,394 $223,394Restricted cash1 152,411 152,411 188,526 188,526Liabilities: Debt and other obligations2 $11,920,861 $12,286,161 $11,594,500 $11,892,58710.Income TaxesIncome (loss) before income taxes by geographic area is as follows: Years Ended December 31, 2014 2013 2012Domestic$341,070 $260,364 $77,254Foreign(a)47,064 32,165 23,573 $388,134 $292,529 $100,827 (a)Inclusive of income (loss) before income taxes from Australia and Puerto Rico.The benefit (provision) for income taxes consists of the following: Years Ended December 31, 201420132012Current: Federal$213 $684 $229Foreign(10,737) (6,732) (6,837)State(4,415) (12,305) (3,705)Total current(14,939) (18,353) (10,313)Deferred: Federal23,070 (164,769) 65,643Foreign2,901 (6,136) 42,714State(392) (9,370) 2,017Total deferred25,579 (180,275) 110,374Total tax benefit (provision)$10,640 $(198,628) $100,06165NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)A reconciliation between the benefit (provision) for income taxes and the amount computed by applying the federal statutory income tax rate to the lossbefore income taxes is as follows: Years Ended December 31, 20142013 2012Benefit (provision) for income taxes at statutory rate$(135,847) $(102,385) $(35,289)Tax effect of foreign income (losses)14,277 11,258 8,251Tax adjustment related to REIT operations132,951 — —Tax adjustment related to the REIT election(a)— (67,395) —Expenses for which no federal tax benefit was recognized(463) (9,570) (3,874)Valuation allowances9,000 — 95,072State tax (provision) benefit, net of federal(3,136) (14,852) (1,097)Foreign tax(7,836) (12,868) 35,877Other1,694 (2,816) 1,121 $10,640 $(198,628) $100,061 (a)Inclusive of a $39.8 million adjustment during the year ended December 31, 2013 to reclassify a deferred tax charge from AOCI to the provision for income taxes.The components of the net deferred income tax assets and liabilities are as follows: December 31, 2014 2013Deferred income tax liabilities: Property and equipment$144,020 $135,824Deferred site rental receivable35,887 28,074Intangible assets108,689 116,548Total deferred income tax liabilities288,596280,446Deferred income tax assets: Net operating loss carryforwards148,465 134,123Deferred ground lease payable7,231 7,122Accrued liabilities162,108 148,580Receivables allowance1,538 1,228Other1,278 5,866Valuation allowances(21,038) (27,264)Total deferred income tax assets, net299,582 269,655Net deferred income tax asset (liabilities)$10,986 $(10,791)During 2014, the Company reversed $9.0 million of valuation allowance associated with federal NOLs of its TRSs as the Company has determined thatthese NOLs will be realized.During the fourth quarter of 2013, the Company completed the steps necessary to qualify to operate as a REIT for U.S. federal income tax purposes andreceived final approval from the Company's board of directors. As a result, the Company de-recognized the net deferred tax assets and liabilities related to theentities included in the REIT, which resulted in net non-cash income tax charge of $67.4 million in conjunction with the anticipated REIT conversion.Included in the REIT conversion charge of $67.4 million is a $39.8 million adjustment to reclassify a deferred tax charge from AOCI to the provision forincome taxes.During 2013, in connection with completing the steps necessary to qualify to operate as a REIT, the Company reversed $29.4 million of valuationallowance associated with capital loss carryforwards as the Company generated sufficient capital gains in 2013 to fully realize these capital losscarryforwards. Also, during 2013, the Company recorded a valuation allowance of $12.0 million against federal NOLs of its TRSs as the Companydetermined that a portion of its TRSs federal NOLs more likely than not will not be realized.66NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)The components of the net deferred income tax assets (liabilities) are as follows: December 31, 2014 December 31, 2013ClassificationGross ValuationAllowance Net Gross ValuationAllowance NetFederal$6,557 $(3,000) $3,557 $(7,513) $(12,000) $(19,513)State462 (16,208) (15,746) (807) (14,547) (15,354)Foreign25,005 (1,830) 23,175 24,793 (717) 24,076Total$32,024 $(21,038) $10,986 $16,473 $(27,264) $(10,791)At December 31, 2014, the Company had U.S. federal and state NOLs of approximately $2.2 billion and $0.9 billion, respectively, which are availableto offset future taxable income. These amounts include $0.2 billion of losses related to stock-based compensation. The Company also had foreign NOLs of$70.0 million. If not utilized, the Company's U.S. federal NOLs expire starting in 2022 and ending in 2032, and the state NOLs expire starting in 2015 andending in 2034. The foreign NOLs predominately remain available indefinitely provided certain continuity of business requirements are met. The utilizationof the NOLs is subject to certain limitations. The Company's U.S. federal and state income tax returns generally remain open to examination by taxingauthorities until three years after the applicable NOLs have been used or expired. The remaining valuation allowance relates to federal NOLs and certain statenet deferred tax assets (primarily NOLs).As of December 31, 2014, the total amount of unrecognized tax benefits that would impact the effective tax rate, if recognized, was $8.3 million. Theaggregate changes in the balance of unrecognized tax benefits are as follows: Years Ended December 31, 2014 2013Balance at beginning of year$21,549 $19,184Additions based on current year tax positions286 2,365Reductions as a result of the lapse of statute limitations(6,042) —Reductions as a result of settlements with taxing authorities(7,460) —Balance at end of year$8,333 $21,549From time to time, the Company is subject to examinations by various tax authorities in jurisdictions in which the Company has business operations.The Company regularly assesses the likelihood of additional assessments in each of the tax jurisdictions resulting from these examinations. At this time, theCompany is not subject to an IRS examination.11.EquityOctober 2013 Equity FinancingsOn October 28, 2013, the Company completed an offering of 41.4 million shares of common stock, which generated net proceeds of approximately $3.0billion.On October 28, 2013, the Company completed an offering of approximately 9.8 million shares of the Company's 4.50% Mandatory ConvertiblePreferred Stock, Series A, par value $0.01 per share (" Convertible Preferred Stock"), which generated net proceeds of $950.9 million. The holders of theConvertible Preferred Stock are entitled to receive cumulative dividends, when and if declared by the Company's board of directors, at the rate of 4.50% perannum payable on February 1, May 1, August 1 and November 1 of each year, commencing in February 2014, and to, and including, November 1, 2016. Thedividends may be paid in cash or, subject to certain limitations, shares of common stock or any combination of cash and shares of common stock. The termsof the Convertible Preferred Stock provide that, unless accumulated dividends have been paid or set aside for payment on all outstanding ConvertiblePreferred Stock for all past dividend periods, no dividends may be declared or paid on common stock.Unless converted earlier, each outstanding share of the Convertible Preferred Stock will automatically convert on November 1, 2016. Currently, eachshare of Convertible Preferred Stock will convert into between 1.1080 and 1.3850 shares of common stock, depending on the applicable market value of thecommon stock and subject to certain anti-dilution adjustments. At any time prior to November 1, 2016, holders of the Convertible Preferred Stock may electto convert all or a portion of their shares into common stock at the minimum conversion rate of 1.1080, subject to certain anti-dilution adjustments. See note2.67NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)The common stock and Convertible Preferred Stock offerings in October 2013 are collectively referred to herein as the "October 2013 EquityFinancings."The Company used the proceeds from the October 2013 Equity Financings to partially fund the AT&T Acquisition.Declaration and Payment of DividendsDuring the year ended December 31, 2014, the following dividends were declared or paid:Equity Type Declaration Date Record Date Payment Date Dividends PerShare AggregatePaymentAmount(In millions) Common Stock February 20, 2014 March 20, 2014 March 31, 2014 $0.35 $117.2(a)(b) Common Stock May 30, 2014 June 20, 2014 June 30, 2014 $0.35 $117.2(a)(b) Common Stock August 8, 2014 September 19, 2014 September 30, 2014 $0.35 $117.2(a)(b) Common Stock October 30, 2014 December 19, 2014 December 31, 2014 $0.82 $274.5(a)(b) Convertible Preferred Stock December 31, 2013 January 15, 2014 February 3, 2014 $1.1625 $11.4 Convertible Preferred Stock March 25, 2014 April 15, 2014 May 1, 2014 $1.1250 $11.0 Convertible Preferred Stock June 25, 2014 July 15, 2014 August 1, 2014 $1.1250 $11.0 Convertible Preferred Stock September 26, 2014 October 15, 2014 November 3, 2014 $1.1250 $11.0 Convertible Preferred Stock December 22, 2014 January 15, 2015 February 2, 2015 $1.1250 $11.0(c) (a)Inclusive of dividends accrued for holders of RSUs.(b)The Company's common stock dividends are considered ordinary in nature for income tax purposes.(c)Represents amount paid on February 2, 2015 based on holders of record on January 15, 2015.See note 18.Purchases of the Company's Common StockFor the years ended December 31, 2014, 2013, and 2012, the Company purchased 0.3 million, 1.4 million, and 0.7 million shares of common stock,respectively, utilizing $21.8 million, $99.5 million, and $36.0 million in cash, respectively.12.Stock-based CompensationStock Compensation PlansPursuant to stockholder approved plans, the Company has and is permitted to grant stock-based awards to certain employees, consultants or non-employee directors of the Company and its subsidiaries or affiliates. As of December 31, 2014, the Company has 12.5 million shares available for futureissuance pursuant to its 2013 Long-Term Incentive Plan ("LTI Plan"). Of these shares remaining available for future issuance, approximately 1.0 million maybe issued pursuant to outstanding RSUs granted under the LTI Plan.Restricted Stock Awards and Restricted Stock UnitsDuring the years ended December 31, 2013 and 2012, the Company issued RSAs to certain executives and employees. During the year ended December31, 2014, in conjunction with the adoption of the LTI Plan, the Company began issuing RSUs to certain executives and employees; each RSU represents acontingent right to receive one share of common stock subject to satisfaction of the applicable vesting terms. The RSAs and RSUs granted to certainexecutives and employees include (1) annual performance awards that often include provisions for forfeiture by the employee if certain market performanceof the Company's common stock is not achieved, (2) new hire or promotional awards that generally contain only service conditions, or (3) other awardsrelated to specific business initiatives or compensation objectives including retention and merger integration. Generally, such awards vest over periods ofapproximately three years.68NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)The following is a summary of the RSA and RSU activity during the year ended December 31, 2014. RSAs RSUs (In thousands) (In thousands)Outstanding at the beginning of year2,282 —Granted— 986Vested(822) (20)Forfeited(20) (16)Outstanding at end of year1,440 950The Company granted approximately 1.0 million RSUs to the Company's executives and certain other employees for the year ended December 31,2014. The Company granted approximately 1.0 million shares of RSAs to the Company's executives and certain other employees for each of the years endedDecember 31, 2013, and 2012. The weighted-average grant-date fair value per share of the grants for the years ended December 31, 2014, 2013, and 2012 was$57.78, $46.37, and $38.82 per share, respectively. The weighted-average requisite service period for the RSUs granted during 2014 was approximately 2.5years.During the year ended December 31, 2014, the Company granted approximately 0.5 million RSUs that time vest over a three-year period. During theyear ended December 31, 2014, the Company granted approximately 0.5 million RSUs to the Company's executives and certain other employees which mayvest on the third anniversary of the grant date based upon the Company's total shareholder returns (defined as share price appreciation plus the value ofdividends paid during the performance period) compared to that of selected peer companies. Certain RSA and RSU agreements contain provisions that resultin forfeiture by the employee of any unvested shares in the event that the Company's common stock does not achieve certain price targets. To the extent thatthe requisite service is rendered, compensation cost for accounting purposes is not reversed; rather, it is recognized regardless of whether or not the marketperformance target is achieved.The following table summarizes the assumptions used in the Monte Carlo simulation to determine the grant-date fair value for the awards grantedduring the years ended December 31, 2014, 2013, and 2012, respectively, with market conditions. Years Ended December 31, 2014 2013 2012Risk-free rate0.7% 0.4% 0.4%Expected volatility22% 23% 31%Expected dividend rate1.93% —% —%The Company recognized aggregate stock-based compensation expense related to RSAs and RSUs of $45.8 million, $37.8 million, and $32.7 millionfor the years ended December 31, 2014, 2013, and 2012, respectively. The aggregate unrecognized compensation (net of estimated forfeitures) related toRSAs and RSUs at December 31, 2014 is $40.7 million and is estimated to be recognized over a weighted-average period of less than one year.The following table is a summary of the awards vested during the three years ended December 31, 2014.Years Ended December 31, Total SharesVested Fair Value onVesting Date (In thousandsof shares) 2014 842 $62,6862013 978 66,6662012 1,974 101,69269NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)Stock-based Compensation by SegmentThe following table discloses the components of stock-based compensation expense. For the year ended December 31, 2014, the Company recorded taxbenefits of $6.0 million related to stock-based compensation expense in its TRSs. For the years ended December 31, 2013, and 2012, the Company recordedtax benefits, exclusive of the change in the valuation allowance and the impact of the REIT election, of $14.5 million and $14.7 million, respectively, relatedto stock-based compensation expense (see note 10). Year Ended December 31, 2014 CCUSA CCAL ConsolidatedTotalStock-based compensation expense: Site rental costs of operations$6,565 $— $6,565Network services and other costs of operations4,889 — 4,889General and administrative expenses44,977 3,733 48,710Total stock-based compensation$56,431 $3,733 $60,164 Year Ended December 31, 2013 CCUSA CCAL ConsolidatedTotalStock-based compensation expense: Site rental costs of operations$1,193 $— $1,193Network services and other costs of operations1,799 — 1,799General and administrative expenses36,038 2,758 38,796Total stock-based compensation$39,030 $2,758 $41,788 Year Ended December 31, 2012 CCUSA CCAL ConsolidatedTotalStock-based compensation expense: Site rental costs of operations$3,401 $— $3,401Network services and other costs of operations2,721 — 2,721General and administrative expenses35,822 5,597 41,419Total stock-based compensation$41,944 $5,597 $47,54113.Commitments and ContingenciesThe Company is involved in various claims, lawsuits, or proceedings arising in the ordinary course of business. While there are uncertainties inherent inthe ultimate outcome of such matters and it is impossible to presently determine the ultimate costs or losses that may be incurred, if any, managementbelieves the resolution of such uncertainties and the incurrence of such costs should not have a material adverse effect on the Company's consolidatedfinancial position or results of operations. Additionally, the Company and certain of its subsidiaries are contingently liable for commitments or performanceguarantees arising in the ordinary course of business, including certain letters of credit or surety bonds. See note 14 for a discussion of the operating leasecommitments. In addition, see note 1 for a discussion of the Company's option to purchase approximately 53% of its towers at the end of their respectivelease terms. The Company has no obligation to exercise such purchase options.Asset Retirement ObligationsPursuant to its ground lease and easement agreements, the Company has the obligation to perform certain asset retirement activities, includingrequirements upon lease or easement termination to remove wireless infrastructure or remediate the land upon which its wireless infrastructure resides.Accretion expense related to liabilities for retirement obligations amounted to $10.1 million, $8.1 million, and $6.5 million for the years ended December 31,2014, 2013, and 2012, respectively. During the year ended December 31, 2013, the Company recorded $16.3 million in asset retirement obligations as aresult of the AT&T Acquisition. As of December 31, 2014 and 2013, liabilities for retirement obligations were $128.2 million and $118.4 million,respectively, representing the net present value of the estimated expected future cash outlay. As of December 31, 2014, the estimated undiscounted futurecash outlay for asset retirement obligations was approximately $1.2 billion. See note 2.70NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)14.Operating LeasesTenant LeasesThe following table is a summary of the rental cash payments owed to the Company, as a lessor, by tenants pursuant to contractual agreements in effectas of December 31, 2014. Generally, the Company's leases with its tenants provide for (1) annual escalations, (2) multiple renewal periods at the tenant'soption, and (3) only limited termination rights at the applicable tenant's option through the current term. As of December 31, 2014, the weighted-averageremaining term of tenant leases is approximately seven years, exclusive of renewals at the tenant's option. The tenants' rental payments included in the tablebelow are through the current terms with a maximum current term of 20 years and do not assume exercise of tenant renewal options. Years Ending December 31, 20152016201720182019 Thereafter TotalTenant leases$2,703,655 $2,635,024 $2,562,704 $2,474,553 $2,373,865 $9,549,658 $22,299,459Operating LeasesThe following table is a summary of rental cash payments owed by the Company, as lessee, to landlords pursuant to contractual agreements in effect asof December 31, 2014. The Company is obligated under non-cancelable operating leases for land interests under 80% of its towers. The majority of theselease agreements have (1) certain termination rights that provide for cancellation after a notice period, (2) multiple renewal options at the Company's option,and (3) annual escalations. Lease agreements may also contain provisions for a contingent payment based on revenues or the gross margin derived from thewireless infrastructure located on the leased land interest. Nearly 75% and nearly 90% of the Company's site rental gross margins for the year endedDecember 31, 2014 are derived from towers where the land interest under the tower is owned or leased with final expiration dates of greater than 20 years andten years, respectively, inclusive of renewals at the Company's option. The operating lease payments included in the table below include payments for certainrenewal periods at the Company's option up to the estimated wireless infrastructure useful life of 20 years and an estimate of contingent payments based onrevenues and gross margins derived from existing tenant leases. Years Ending December 31, 2015 2016 2017 2018 2019 Thereafter TotalOperating leases$569,314 $574,728 $578,815 $580,231 $581,020 $8,067,093 $10,951,201Rental expense from operating leases was $676.7 million, $513.6 million, and $372.3 million, respectively, for the years ended December 31, 2014,2013, and 2012. The rental expense was inclusive of contingent payments based on revenues or gross margin derived from the wireless infrastructure locatedon the leased land interests of $88.3 million, $73.7 million, and $57.6 million, respectively, for the years ended December 31, 2014, 2013, and 2012.15.Operating Segments and Concentrations of Credit RiskOperating SegmentsThe Company's reportable operating segments are (1) CCUSA, consisting of the Company's U.S. operations, and (2) CCAL, the Company's Australianoperations. Financial results for the Company are reported to management and the board of directors in this manner.The measurement of profit or loss currently used by management to evaluate the results of operations for the Company and its operating segments isearnings before interest, taxes, depreciation, amortization, and accretion, as adjusted ("Adjusted EBITDA"). The Company defines Adjusted EBITDA as netincome (loss) plus restructuring charges (credits), asset write-down charges, acquisition and integration costs, depreciation, amortization and accretion,amortization of prepaid lease purchase price adjustments, interest expense and amortization of deferred financing costs, gains (losses) on retirement of long-term obligations, net gain (loss) on interest rate swaps, impairment of available-for-sale securities, interest income, other income (expense), benefit (provision)for income taxes, cumulative effect of change in accounting principle, income (loss) from discontinued operations, and stock-based compensation expense.Adjusted EBITDA is not intended as an alternative measure of operating results or cash flows from operations (as determined in accordance with GAAP), andthe Company's measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies. There are no significant revenuesresulting from transactions between the Company's operating segments. Inter-company borrowings and related interest between segments are eliminated toreconcile segment results and assets to the consolidated basis. Noncontrolling interests primarily represent the noncontrolling shareholders' 22.4% interestsin CCAL, the Company's 77.6% majority-owned subsidiary.71NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)The financial results for the Company's operating segments are as follows: Year Ended December 31, 2014 Year Ended December 31, 2013 Year Ended December 31, 2012 CCUSA CCAL Elim(a) ConsolidatedTotal CCUSA CCAL Elim(a) ConsolidatedTotal CCUSA CCAL Elim(a) ConsolidatedTotalNet revenues: Site rental$2,866,613 $140,161 $— $3,006,774 $2,371,380 $132,240 $— $2,503,620 $2,001,049 $123,141 $— $2,124,190Network servicesand other672,143 10,967 — 683,110 494,371 24,393 — 518,764 285,287 23,203 — 308,490Net revenues3,538,756 151,128 — 3,689,884 2,865,751 156,633 — 3,022,384 2,286,336 146,344 — 2,432,680Operating expenses: Costs ofoperations(b): Site rental906,152 38,514 — 944,666 686,873 38,236 — 725,109 503,661 35,578 — 539,239Networkservices andother400,454 5,346 — 405,800 304,144 17,543 — 321,687 173,762 15,988 — 189,750General andadministrative257,296 25,400 — 282,696 213,519 25,183 — 238,702 184,911 27,661 — 212,572Asset write-downcharges14,246 794 — 15,040 13,595 1,268 — 14,863 15,226 322 — 15,548Acquisition andintegration costs34,145 897 — 35,042 25,574 431 — 26,005 18,216 82 — 18,298Depreciation,amortizationand accretion985,781 27,283 — 1,013,064 741,342 32,873 — 774,215 591,428 31,164 — 622,592Total operatingexpenses2,598,074 98,234 — 2,696,308 1,985,047 115,534 — 2,100,581 1,487,204 110,795 — 1,597,999Operating income (loss)940,682 52,894 — 993,576 880,704 41,099 — 921,803 799,132 35,549 — 834,681Interest expense andamortization ofdeferred financingcosts(573,291) (15,020) 15,020 (573,291) (589,630) (16,545) 16,545 (589,630) (601,031) (19,330) 19,317 (601,044)Gains (losses) onretirement of long-term obligations(44,629) — — (44,629) (37,127) — — (37,127) (131,974) — — (131,974)Interest income315 301 — 616 956 399 — 1,355 4,089 467 — 4,556Other income (expense)27,013 (131) (15,020) 11,862 12,643 30 (16,545) (3,872) 13,954 (29) (19,317) (5,392)Benefit (provision) forincome taxes11,244 (604) — 10,640 (191,000) (7,628) — (198,628) 60,144 39,917 — 100,061Net income (loss)361,334 37,440 — 398,774 76,546 17,355 — 93,901 144,314 56,574 — 200,888Less: Net income (loss)attributable to thenoncontrollinginterest— 8,261 — 8,261 — 3,790 — 3,790 (268) 12,572 — 12,304Net income (loss)attributable to CCICstockholders$361,334 $29,179 $— $390,513 $76,546 $13,565 $— $90,111 $144,582 $44,002 $— $188,584Capital expenditures$758,535 $21,542 $— $780,077 $534,809 $33,001 $— $567,810 $419,980 $21,403 $— $441,383Total assets (at yearend)$20,979,775 $412,781 $(249,280) $21,143,276 $20,466,369 $411,679 $(283,140) $20,594,908 $15,969,084 $440,395 (320,770) $16,088,709Goodwill (at year end)$5,196,485 $13,606 $— $5,210,091 $4,902,950 $13,476 $— $4,916,426 $3,116,824 $3,133 $— $3,119,957 (a)Elimination of inter-company borrowings and related interest expense.(b)Exclusive of depreciation, amortization and accretion shown separately.72NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)The following are reconciliations of net income (loss) to Adjusted EBITDA for the years ended December 31, 2014, 2013 and 2012: Year Ended December 31, 2014 Year Ended December 31, 2013 Year Ended December 31, 2012 CCUSA CCAL Elim(a) ConsolidatedTotal CCUSA CCAL Elim(a) ConsolidatedTotal CCUSA CCAL Elim(a) ConsolidatedTotalNet income (loss)361,334 $37,440 $— $398,774 $76,546 $17,355 $— $93,901 $144,314 $56,574 $— $200,888Adjustments to increase(decrease) net income(loss): Asset write-downcharges14,246 794 — 15,040 13,595 1,268 — 14,863 15,226 322 — 15,548Acquisition andintegration costs34,145 897 — 35,042 25,574 431 — 26,005 18,216 82 — 18,298Depreciation,amortization andaccretion985,781 27,283 — 1,013,064 741,342 32,873 — 774,215 591,428 31,164 — 622,592Amortization ofprepaid leasepurchase priceadjustments19,972 — — 19,972 15,473 — — 15,473 14,166 — — 14,166Interest expense andamortization ofdeferredfinancing costs573,291 15,020 (15,020) 573,291 589,630 16,545 (16,545) 589,630 601,031 19,330 (19,317) 601,044Gains (losses) onretirement oflong-termobligations44,629 — — 44,629 37,127 — — 37,127 131,974 — — 131,974Interest income(315) (301) — (616) (956) (399) — (1,355) (4,089) (467) — (4,556)Other income(expense)(27,013) 131 15,020 (11,862) (12,643) (30) 16,545 3,872 (13,954) 29 19,317 5,392Benefit (provision)for income taxes(11,244) 604 — (10,640) 191,000 7,628 — 198,628 (60,144) (39,917) — (100,061)Stock-basedcompensationexpense56,431 3,733 — 60,164 39,030 2,758 — 41,788 41,785 5,597 — 47,382AdjustedEBITDA(b)$2,051,257 $85,601 $— $2,136,858 $1,715,718 $78,429 $— $1,794,147 $1,479,953 $72,714 $— $1,552,667 (a)Elimination of inter-company borrowings and related interest expense.(b)The above reconciliation excludes line items included in the Company's Adjusted EBITDA definition which are not applicable for the periods shown.73NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)Geographic InformationA summary of net revenues by country, based on the location of the Company's subsidiaries, is as follows: Years Ended December 31, 2014 2013 2012United States$3,535,796 $2,862,397 $2,283,088Australia151,128 156,633 146,344Other countries2,960 3,354 3,248Total net revenues$3,689,884 $3,022,384 $2,432,680A summary of long-lived assets by country of location is as follows: December 31, 2014 2013United States$8,971,916 $8,752,151Australia165,528 183,646Other countries10,867 11,880Total long-lived assets (property and equipment, net)$9,148,311 $8,947,677Major CustomersThe following table summarizes the percentage of the consolidated revenues for those customers accounting for more than 10% of the consolidatedrevenues (all of such customer revenues relate to the CCUSA segment). Years Ended December 31, 20142013 2012AT&T (a)25% 22% 23%Sprint (a)24% 27% 28%T-Mobile (a)21% 23% 15%Verizon Wireless17% 16% 17%Total87% 88% 83% (a)All periods presented are after giving effect to recent customer consolidation activity, including T-Mobile's acquisition of MetroPCS (completed in April 2013), Sprint'sacquisition of Clearwire (completed in July 2013), and AT&T's acquisition of Leap Wireless (completed in March 2014). Concentrations of Credit RiskFinancial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents, restricted cash andtrade receivables. The Company mitigates its risk with respect to cash and cash equivalents by maintaining such deposits at high credit quality financialinstitutions and monitoring the credit ratings of those institutions. The Company's restricted cash is predominately held and directed by a trustee (see note 2).The Company derives the largest portion of its revenues from customers in the wireless communication services industry. The Company also has aconcentration in its volume of business with AT&T, Sprint, T-Mobile, and Verizon Wireless or their agents that accounts for a significant portion of theCompany's revenues, receivables, and deferred site rental receivables. The Company mitigates its concentrations of credit risk with respect to tradereceivables by actively monitoring the creditworthiness of its tenants, the use of tenant leases with contractually determinable payment terms, or proactivemanagement of past due balances.74NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)16.Supplemental Cash Flow InformationThe following table is a summary of the supplemental cash flow information during the years ended December 31, 2014, 2013 and 2012. Years Ended December 31, 201420132012Supplemental disclosure of cash flow information: Interest paid$491,076 $477,395 $504,494Income taxes paid18,770 15,591 3,375Supplemental disclosure of non-cash investing and financing activities: Increase (decrease) in accounts payable for purchases of property and equipment11,407 (1,082) 32,789Purchase of property and equipment under capital leases and installment land purchases43,609 57,361 25,849Conversion of 6.25% Redeemable Convertible Preferred Stock— — 305,180Assumption of WCP Securitized Notes— — 336,27317.Quarterly Financial Information (Unaudited)Summary quarterly financial information for the years ended December 31, 2014 and 2013 is as follows: Three Months Ended March 31 June 30 September 30 December 312014: Net revenues$875,950 $916,345 $930,025 $967,564Operating income (loss)251,568 230,186 250,292 261,530Gains (losses) on retirement of long-term obligations— (44,629) — —Net income (loss) attributable to CCIC stockholders101,497 34,009 106,937 148,070Net income (loss) attributable to CCIC common stockholders, percommon share: Basic$0.27 $0.07 $0.29 $0.41Diluted$0.27 $0.07 $0.29 $0.41 Three Months Ended March 31 June 30 September 30 December 312013: Net revenues$740,060 $734,928 $748,977 $798,419Operating income (loss)235,055 229,961 222,839 233,948Gains (losses) on retirement of long-term obligations(35,909) (577) (1) (640)Benefit (provision) for income taxes(a)(17,708) (36,587) (33,959) (110,374)Net income (loss) attributable to CCIC stockholders15,462 52,359 45,836 (23,546)Net income (loss) attributable to CCIC common stockholders, percommon share: Basic$0.05 $0.18 $0.16 $(0.11)Diluted$0.05 $0.18 $0.16 $(0.11) (a)Inclusive of the tax adjustment related to the REIT election of 67.4 million. See also note 10.75NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)18.Subsequent EventsRevolver Capacity IncreaseDuring January and February 2015, the Company amended its 2012 Credit Facility agreement and increased the capacity of the 2012 Revolver to anaggregate revolving commitment of approximately $2.2 billion. All other existing terms of the 2012 Revolver remain unchanged.Common Stock DividendOn February 12, 2015, the Company declared a quarterly common stock cash dividend of $0.82 per share, which was approved by the Company's boardof directors. The common stock dividend will be paid on March 31, 2015 to common stock holders of record as of March 20, 2015.76Item 9. Changes in and Disagreements With Accountants on Accounting and Financial DisclosureNone.Item 9A. Controls and Procedures(a) Conclusion Regarding the Effectiveness of Disclosure Controls and ProceduresIn connection with the preparation of this Annual Report on Form 10-K, as of December 31, 2014, the Company's management conducted anevaluation, under the supervision and with the participation of the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of theeffectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934("Exchange Act")). Based upon their evaluation, the CEO and CFO concluded that the Company's disclosure controls and procedures, as of December 31,2014, were effective to provide reasonable assurance that information required to be disclosed by the Company in the reports filed or submitted by it underthe Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and to provide reasonableassurance that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company's management,including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.(b) Management's Report on Internal Control Over Financial ReportingManagement is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) for the Company. Under the supervision and with the participation of the Company's CEO and CFO, management assessed theeffectiveness of the Company's internal control over financial reporting based on the framework described in "Internal Control – Integrated Framework(2013)," issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's internal control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with U.S. generally accepted accounting principles. The Company's internal control over financial reporting includes those policiesand procedures that:•pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of theCompany;•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 withauthorization 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 assetsthat could have a material effect on the financial statements.Management has assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2014. Based on theCompany's assessment, management has concluded that the Company's internal control over financial reporting was effective as of December 31, 2014 toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes inaccordance with U.S. generally accepted accounting principles.The effectiveness of the Company's internal control over financial reporting as of December 31, 2014 has been audited by PricewaterhouseCoopersLLP, an independent registered public accounting firm, as stated in their report which appears herein.(c) Changes in Internal Control Over Financial ReportingThere have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) ofthe Exchange Act) during the most recent fiscal quarter that have materially affected or are reasonably likely to materially affect the Company's internalcontrol over financial reporting.(d) Limitations on the Effectiveness of ControlsBecause of its inherent limitations, the Company's internal control over financial reporting may not prevent or detect misstatements. Also, projectionsof any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that thedegree of compliance with the policies and procedures may deteriorate.77Item 9B. Other InformationNone.PART IIIItem 10. Directors and Executive Officers of the RegistrantThe information required to be furnished pursuant to this item will be set forth in the 2015 Proxy Statement and is incorporated herein by reference.Item 11. Executive CompensationThe information required to be furnished pursuant to this item will be set forth in the 2015 Proxy Statement and is incorporated herein by reference.Item 12. Security Ownership of Certain Beneficial Owners and ManagementThe information required to be furnished pursuant to this item will be set forth in the 2015 Proxy Statement and is incorporated herein by reference.The following table summarizes information with respect to equity compensation plans under which equity securities of the registrant are authorized forissuance as of December 31, 2014: Plan category(a)Number of securitiesto be issued uponexercise ofoutstanding options,warrants and rights Weighted-averageexercise price ofoutstanding options,warrants and rights Number of securitiesremaining available forfuture issuance (In shares) (In dollarsper share) (In shares) Equity compensation plans approved by security holders— $— 12,473,583(b) Equity compensation plans not approved by security holders— — — Total— $— 12,473,583 (a)See note 12 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, 950,168 may be issued pursuant to outstanding RSUs granted under the LTI Plan.Item 13. Certain Relationships and Related TransactionsThe information required to be furnished pursuant to this item will be set forth in the 2015 Proxy Statement and is incorporated herein by reference.Item 14. Principal Accountant Fees and ServicesThe information required to be furnished pursuant to this item will be set forth in the 2015 Proxy Statement and is incorporated herein by reference.78PART IVItem 15. Exhibits, Financial Statement Schedules(a)(1) Financial Statements: 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 40.(a)(2) Financial Statement Schedules:Schedule II—Valuation and Qualifying Accounts follows this Part IV. All other schedules are omitted because they are not applicable or becausethe required information is contained in the financial statements or notes thereto included in this Form 10-K.(a)(3) Exhibits:The list of exhibits set forth in the accompanying Exhibit Index is incorporated by reference into this Item 15(a)(3).79CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESSCHEDULE II—VALUATION AND QUALIFYING ACCOUNTSYEARS ENDED DECEMBER 31, 2014, 2013 AND 2012(In thousands of dollars) Additions Deductions Balance atBeginningof Year Charged toOperations Credited toOperations Written Off Effect ofExchange RateChanges Balance atEnd ofYearAllowance for Doubtful Accounts Receivable: 2014$7,676 $3,101 $— $(476) $— $10,3012013$7,726 $1,351 $— $(1,401) $— $7,6762012$5,891 $3,673 $— $(1,838) $— $7,726 Additions Deductions Balance atBeginningof Year ChargedtoOperations Charged toAdditionalPaid-in Capitaland OtherComprehensiveIncome Credited toOperations Credited toAdditionalPaid-in Capitaland OtherComprehensiveIncome OtherAdjustments(a) Balance atEnd ofYearDeferred Tax ValuationAllowance: 2014$27,264 $1,797 $— $(9,106) $— $1,083 $21,0382013$70,940 $717 $— $(2,174) $— $(42,219) $27,2642012$228,417 $— $— $(166,911) $(5,718) $15,152 $70,940 (a)Inclusive of the effects of exchange rate changes, acquisitions, and the impact of the REIT conversion.80INDEX TO EXHIBITSItem 15 (a) (3) Exhibit Number Exhibit Description(oo)2.1 Agreement and Plan of Merger by and between Crown Castle International Corp. and Crown Castle REIT Inc., dated September19, 2014(v)2.2 Agreement and Plan of Merger, dated as of December 15, 2011, by and among Crown Castle International Corp., Crown CastleNG Acquisitions Corp., NextG Networks, Inc. and Madison Dearborn Capital Partners V-A, L.P., solely in its capacity as theRepresentative(a)2.3 Formation Agreement, dated December 8, 1998, relating to the formation of Crown Atlantic Company LLC, Crown AtlanticHolding Sub LLC, and Crown Atlantic Holding Company LLC(b)2.4 Amendment Number 1 to Formation Agreement, dated March 31, 1999, among Crown Castle International Corp., CellcoPartnership, doing business as Bell Atlantic Mobile, certain Transferring Partnerships and CCA Investment Corp.(g)2.5 Crown Atlantic Holding Company LLC Amended and Restated Operating Agreement, dated May 1, 2003, by and between BellAtlantic Mobile, Inc. and CCA Investment Corp.(b)2.6 Crown Atlantic Company LLC Operating Agreement entered into as of March 31, 1999 by and between Cellco Partnership, doingbusiness as Bell Atlantic Mobile, and Crown Atlantic Holding Sub LLC(g)2.7 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)2.8 Agreement to Sublease dated June 1, 1999 by and among BellSouth Mobility Inc., BellSouth Telecommunications Inc., TheTransferring Entities, Crown Castle International Corp. and Crown Castle South Inc.(c)2.9 Sublease dated June 1, 1999 by and among BellSouth Mobility Inc., Certain BMI Affiliates, Crown Castle International Corp. andCrown Castle South Inc.(e)2.10 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)2.11 Sublease dated August 1, 1999 by and among BellSouth Personal Communications, Inc., BellSouth Carolinas PCS, L.P., CrownCastle International Corp. and Crown Castle South Inc.(d)2.12 Formation Agreement dated November 7, 1999 relating to the formation of Crown Castle GT Company LLC, Crown Castle GTHolding Sub LLC and Crown Castle GT Holding Company LLC(e)2.13 Operating Agreement, dated January 31, 2000 by and between Crown Castle GT Corp. and affiliates of GTE Wireless Incorporated(pp)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)(ss)3.2 Amended and Restated By-Laws of Crown Castle International Corp., dated February 12, 2015(pp)4.1 Form of Common Stock Certificate(pp)4.2 Form of Mandatory Convertible Preferred Stock Certificate(i)4.3 Indenture, dated as of June 1, 2005, relating to the Senior Secured Tower Revenue Notes, by and among JPMorgan Chase Bank,N.A., as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown CastlePT Inc., Crown Communication New York, Inc. and Crown Castle International Corp. de Puerto Rico, collectively as Issuers(s)4.4 Indenture Supplement, dated as of January 15, 2010, relating to the Senior Secured Tower Revenue Notes, Series 2010-2, by andamong The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), asIndenture 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, CrownCastle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers(s)4.5 Indenture Supplement, dated as of January 15, 2010, relating to the Senior Secured Tower Revenue Notes, Series 2010-3, by andamong The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), asIndenture 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, CrownCastle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers81Exhibit Number Exhibit Description(t)4.6 Indenture Supplement, dated as of August 16, 2010, relating to the Senior Secured Tower Revenue Notes, Series 2010-4, by andamong The Bank of New York Mellon (as successor to The Bank of New York as sucessor to JPMorgan Chase Bank, N.A.), asIndenture 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, CrownCastle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers(t)4.7 Indenture Supplement, dated as of August 16, 2010, relating to the Senior Secured Tower Revenue Notes, Series 2010-5, by andamong The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), asIndenture 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, CrownCastle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers(t)4.8 Indenture Supplement, dated as of August 16, 2010, relating to the Senior Secured Tower Revenue Notes, Series 2010-6, by andamong The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), asIndenture 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, CrownCastle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers(nn)4.9 Indenture Supplement, dated as of June 30, 2014, by and among The Bank of New York Mellon (as successor to The Bank of NewYork 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. dePuerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC(r)4.10 Indenture dated July 31, 2009, relating to Senior Secured Notes, between Pinnacle Towers Acquisition Holdings LLC, GS SavingsInc., GoldenState Towers, LLC, Pinnacle Towers Acquisition LLC, Tower Ventures III, LLC and TVHT, LLC, as Issuers, GlobalSignal Holdings III, LLC, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee(r)4.11 Indenture Supplement dated July 31, 2009, relating to Senior Secured Notes, Series 2009-1, between Pinnacle Towers AcquisitionHoldings LLC, GS Savings Inc., GoldenState Towers, LLC, Pinnacle Towers Acquisition LLC, Tower Ventures III, LLC andTVHT, 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)4.12 Indenture dated as of November 9, 2010, between WCP Wireless Site Funding LLC, WCP Wireless Site RE Funding LLC, WCPWireless Site Non-RE Funding LLC, WCP Wireless Lease Subsidiary, LLC, MW Cell REIT 1 LLC and MW Cell TRS 1 LLC, andDeutsche Bank Trust Company Americas, as indenture trustee(u)4.13 Series 2010-1 Indenture Supplement dated as of November 9, 2010, between WCP Wireless Site Funding LLC, WCP Wireless SiteRE Funding LLC, WCP Wireless Site Non-RE Funding LLC, WCP Wireless Lease Subsidiary, LLC, MW Cell REIT 1 LLC andMW Cell TRS 1 LLC, and Deutsche Bank Trust Company Americas, as indenture trustee(x)4.14 Indenture dated as of October 15, 2012, between Crown Castle International Corp. and The Bank of New York Mellon TrustCompany, N.A., as Trustee, relating to 5.25% Senior Notes due 2023(pp)4.15 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(aa)4.16 Indenture dated as of December 24, 2012, by and among CC Holdings GS V LLC, Crown Castle GS III Corp., each of theguarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 2.381% SeniorSecured Notes due 2017 and the 3.849% Senior Secured Notes due 2023(mm)4.17 Base Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon TrustCompany, N.A., as trustee(mm)4.18 First Supplemental Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York MellonTrust Company, N.A., as trustee, relating to 4.375% Senior Notes due 2022(b)10.1 Global Lease Agreement dated March 31, 1999 between Crown Atlantic Company LLC and Cellco Partnership, doing business asBell Atlantic Mobile(f)10.2 Form of Severance Agreement between Crown Castle International Corp. and each of W. Benjamin Moreland and E. Blake Hawk(m)10.3 Form of First Amendment to Severance Agreement between Crown Castle International Corp. and each of W. Benjamin Morelandand E. Blake Hawk82Exhibit Number Exhibit Description(q)10.4 Form of Amendment to Severance Agreement between Crown Castle International Corp. and each of W. Benjamin Moreland andE. Blake Hawk, effective April 6, 2009(l)10.5 Crown Castle International Corp. 2004 Stock Incentive Plan, as amended(ff)10.6 Amendment to 2004 Stock Incentive Plan, as amended(ee)10.7 Crown Castle International Corp. 2013 Long-Term Incentive Plan(h)10.8 Form of Restricted Stock Agreement pursuant to 2004 Stock Incentive Plan(h)10.9 Form of Severance Agreement between Crown Castle International Corp. and James D. Young(m)10.10 Form of First Amendment to Severance Agreement between Crown Castle International Corp and certain senior officers, includingJames D. Young(n)10.11 Form of Severance Agreement between Crown Castle International Corp. and each of Jay A. Brown and Philip M. Kelley(q)10.12 Form of Amendment to Severance Agreement between Crown Castle International Corp. and certain senior officers, including JayA. Brown, James D. Young and Philip M. Kelley, effective April 6, 2009(ss)10.13 Crown Castle International Corp. 2015 Executive Management Team Annual Incentive Plan(ll)10.14 Crown Castle International Corp. 2014 Executive Management Team Annual Incentive Plan(ll)10.15 Form of 2013 Long-Term Incentive Plan Restricted Stock Units Agreement(ss)10.16 Summary of Non-Employee Director Compensation(i)10.17 Management Agreement, dated as of June 8, 2005, by and among Crown Castle USA Inc., as Manager, and Crown Castle TowersLLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc., CrownCastle International Corp. de Puerto Rico, Crown Castle GT Holding Sub LLC and Crown Castle Atlantic LLC, collectively asOwners(j)10.18 Management Agreement Amendment, dated September 26, 2006, by and among Crown Castle USA Inc., as Manager, and CrownCastle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication NewYork, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle GT Holding Sub LLC and Crown Castle Atlantic LLC,collectively, as Owners(k)10.19 Joinder and Amendment to Management Agreement, dated as of November 29, 2006, by and among Crown Castle USA Inc., asManager, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., CrownCommunication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown CastlePR LLC, Crown Castle MU LLC, Crown Castle MUPA LLC, Crown Castle GT Holding Sub LLC and Crown Castle Atlantic LLC,collectively as Owners(i)10.20 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 CastleGT Holding Sub LLC, as Member of Crown Castle GT Company LLC, and Crown Castle Atlantic LLC, as Member of CrownAtlantic Company LLC(k)10.21 Joinder to Cash Management Agreement, dated as of November 29, 2006, by and among Crown Castle Towers LLC, CrownCastle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc. and Crown CastleInternational Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC, Crown CastleMUPA LLC, as Issuers, The Bank of New York (as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, Crown CastleUSA Inc., as Manager, Crown Castle GT Holding Sub LLC, as Member of Crown Castle GT Company LLC, and Crown CastleAtlantic LLC, as Member of Crown Atlantic Company LLC(i)10.22 Servicing Agreement, dated as of June 8, 2005, by and among Midland Loan Services, Inc., as Servicer, and JPMorgan ChaseBank, N.A., as Indenture Trustee(o)10.23 Agreement to Contribute, Lease and Sublease, dated as of February 14, 2005 among Sprint Corporation, the Sprint subsidiariesnamed therein and Global Signal Inc.(p)10.24 Master Lease and Sublease, dated as of May 26, 2005, by and among STC One LLC, as lessor, Sprint Telephony PCS L.P., asSprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.(p)10.25 Master Lease and Sublease, dated as of May 26, 2005, by and among STC Two LLC, as lessor, SprintCom, Inc., as SprintCollocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.(p)10.26 Master Lease and Sublease, dated as of May 26, 2005, by and among STC Three LLC, as lessor, American PCS Communications,LLC, as Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.83Exhibit Number Exhibit Description(p)10.27 Master Lease and Sublease, dated as of May 26, 2005, by and among STC Four LLC, as lessor, PhillieCo, L.P., as SprintCollocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.(p)10.28 Master Lease and Sublease, dated as of May 26, 2005, by and among STC Five LLC, as lessor, Sprint Spectrum L.P., as SprintCollocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.(p)10.29 Master Lease and Sublease, dated as of May 26, 2005, by and among STC Six Company, Sprint Spectrum L.P., as SprintCollocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.(r)10.30 Management Agreement, dated as of July 31, 2009, by and among Crown Castle USA Inc., as Manager, and Pinnacle TowersAcquisition Holdings LLC, and the direct and indirect subsidiaries of Pinnacle Towers Acquisition Holdings LLC, collectively,as Owners(r)10.31 Cash Management Agreement, dated as of July 31, 2009, by and among Pinnacle Towers Acquisition Holdings LLC, PinnacleTowers Acquisition LLC, GS Savings Inc., GoldenState Towers, LLC, Tower Ventures III, LLC and TVHT, LLC, as Issuers, TheBank of New York Mellon Trust Company, N.A., as Indenture Trustee, and Crown Castle USA Inc., as Manager(r)10.32 Servicing Agreement, dated as of July 31, 2009, by and among Midland Loan Services, Inc., as Servicer, and The Bank of NewYork Mellon Trust Company, N.A., as Indenture Trustee(u)10.33 Credit Agreement dated as of January 31, 2012, among Crown Castle International Corp., Crown Castle Operating Company, asborrower, the lenders and issuing banks party thereto, The Royal Bank of Scotland plc, as administrative agent, and MorganStanley Senior Funding Inc., as co-documentation agent(w)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., VoiceStreamPittsburgh, 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.(y)10.35 Amendment No. 2 dated as of November 13, 2012, among Crown Castle International Corp., Crown Castle Operating Company,certain subsidiaries of Crown Castle Operating Company, the lenders party thereto and The Royal Bank of Scotland plc, asadministrative agent, to the Credit Agreement dated as of January 31, 2012, among Crown Castle International Corp., CrownCastle Operating Company, the lenders and issuing banks from time to time party thereto, The Royal Bank of Scotland plc, asadministrative agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as syndication agent, and Morgan Stanley SeniorFunding Inc., as co-documentation agent(z)10.36 Incremental Facility Amendment dated as of December 13, 2012, among Crown Castle International Corp., Crown CastleOperating Company, certain subsidiaries of the Crown Castle Operating Company, the lenders party thereto, The Royal Bank ofScotland plc, as administrative agent, to the Credit Agreement dated as of January 31, 2012, among Crown Castle InternationalCorp., Crown Castle Operating Company, the lenders and issuing banks from time to time party thereto, The Royal Bank ofScotland plc, as administrative agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as syndication agent, and MorganStanley Senior Funding Inc., as co-documentation agent(dd)10.37 Amendment No. 3 to Credit Agreement dated as of April 19, 2013, among Crown Castle International Corp., Crown CastleOperating Company, certain subsidiaries of Crown Castle Operating Company, the lenders party thereto and The Royal Bank ofScotland plc, as administrative agent, to the Credit Agreement dated as of January 31, 2012, among Crown Castle InternationalCorp., Crown Castle Operating Company, the lenders and issuing banks from time to time party thereto, The Royal Bank ofScotland plc, as administrative agent, and Morgan Stanley Senior Funding Inc., as co-documentation agent(gg)10.38 Incremental Facility Amendment No. 2 dated as of August 22, 2013, among Crown Castle International Corp., Crown CastleOperating Company, certain subsidiaries of Crown Castle Operating Company, the lenders party thereto, and The Royal Bank ofScotland plc, as administrative agent, to the Credit Agreement dated as of January 31, 2012, by and among Crown CastleInternational Corp., Crown Castle Operating Company, the lenders and issuing banks from time to time party thereto, The RoyalBank of Scotland plc, as administrative agent, and Morgan Stanley Senior Funding Inc., as co-documentation agent(ii)10.39 Incremental Facility Amendment No. 3 and Maturity Date Extension dated as of December 30, 2013, among Crown CastleInternational Corp., Crown Castle Operating Company, certain subsidiaries of Crown Castle Operating Company, the lendersparty thereto, and The Royal Bank of Scotland plc, as administrative agent, to the Credit Agreement dated as of January 31, 2012,by and among Crown Castle International Corp., Crown Castle Operating Company, the lenders and issuing banks from time totime party thereto, The Royal Bank of Scotland plc, as administrative agent, and Morgan Stanley Senior Funding Inc., as co-documentation agent84Exhibit Number Exhibit Description(jj)10.40 Maturity Date Extension Amendment dated as of January 21, 2014, among Crown Castle InternationalCorp., Crown Castle Operating Company, certain subsidiaries of Crown Castle Operating Company, thelenders party thereto, and The Royal Bank of Scotland plc, as administrative agent, to the CreditAgreement dated as of January 31, 2012, by and among Crown Castle International Corp., CrownCastle Operating Company, the lenders and issuing banks from time to time party thereto, The RoyalBank of Scotland plc, as administrative agent, and Morgan Stanley Senior Funding Inc., as co-documentation agent(qq)10.41 Incremental Facility Amendment No. 4 dated as of January 21, 2015, among Crown CastleInternational Corp., Crown Castle Operating Company, certain subsidiaries of Crown Castle OperatingCompany, the lenders party thereto and The Royal Bank of Scotland plc, as administrative agent,issuing bank and swingline lender, to the Credit Agreement dated as of January 31, 2012, amongCrown Castle International Corp., Crown Castle Operating Company, the lenders and issuing banksfrom time to time party thereto, The Royal Bank of Scotland plc, as administrative agent, MerrillLynch, Pierce, Fenner & Smith Incorporated, as syndication agent, and Morgan Stanley SeniorFunding, Inc., as co-documentation agent(rr)10.42 Incremental Facility Amendment No. 5 dated as of February 3, 2015, among Crown Castle InternationalCorp., Crown Castle Operating Company, certain subsidiaries of Crown Castle Operating Company, thelenders party thereto, and The Royal Bank of Scotland plc, as administrative agent, to the CreditAgreement dated as of January 31, 2012, among Crown Castle International Corp., Crown CastleOperating Company, the lenders and issuing banks from time to time party thereto, The Royal Bank ofScotland plc, as administrative agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, assyndication agent, and Morgan Stanley Senior Funding, Inc., as co-documentation agent.(aa)10.43 Management Agreement, dated as of December 24, 2012, by and among Crown Castle USA Inc., asManager, and Global Signal Acquisitions LLC, Global Signal Acquisitions II LLC, Pinnacle TowersLLC and the direct and indirect subsidiaries of Pinnacle Towers LLC, collectively, as Owners(bb)10.44 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(bb)10.45 MPL Site Master Lease Agreement, dated as of November 30, 2012, by and among Cook Inlet/VS GSMIV 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(bb)10.46 Sale Site Master Lease Agreement, dated as of November 30, 2012, by and among Cook Inlet/VS GSMIV 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 2LLC(bb)10.47 Management Agreement, dated as of November 30, 2012, by and among SunCom Wireless OperatingCompany, L.L.C., Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile SouthLLC, Powertel/Memphis, Inc., VoiceStream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile NortheastLLC, 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(hh)10.48 Commitment Letter, dated as of October 18, 2013, among Crown Castle International Corp., MorganStanley Senior Funding, Inc., Bank of America, N.A., Merrill Lynch, Pierce, Fenner & SmithIncorporated, JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC, Barclays Bank PLC, SunTrustBank, The Royal Bank of Scotland plc, Credit Agricole Corporate and Investment Bank, Royal Bankof Canada, Toronto Dominion (New York) LLC, TD Securities (USA) LLC, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Deutsche Bank AG Cayman Islands Branch, PNC Bank, National Association,PNC Capital Markets, LLC and Sumitomo Mitsui Banking Corporation(hh)10.49 Master Agreement dated as of October 18, 2013, among AT&T Inc. and Crown Castle InternationalCorp.(kk)10.50 Master Prepaid Lease, dated as of December 16, 2013, by and among CCATT LLC, AT&T MobilityLLC and the AT&T Lessors party thereto(kk)10.51 MPL Site Master Lease Agreement, dated as of December 16, 2013, by and among CCATT LLC, AT&TMobility LLC and the AT&T Collocators party thereto(kk)10.52 Sale Site Master Lease Agreement, dated as of December 16, 2013, by and among AT&T MobilityLLC, the AT&T Collocators party thereto and the Tower Operators party thereto(kk)10.53 Management Agreement, dated as of December 16, 2013, by and among CCATT LLC, the Sale SiteSubsidiaries party thereto, the AT&T Newcos party thereto and the AT&T Contributors party thereto85Exhibit Number Exhibit Description*12 Computation of Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends*21 Schedule of Subsidiaries of Crown Castle International Corp.*23.1 Consent of PricewaterhouseCoopers LLP*24 Power of Attorney (included on signature page of this annual report)*31.1 Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002*31.2 Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002*32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002*101.INS XBRL Instance Document*101.SCH XBRL Taxonomy Extension Schema Document*101.DEF XBRL Taxonomy Extension Definition Linkbase*101.CAL XBRL Taxonomy Extension Calculation Linkbase Document*101.LAB XBRL Taxonomy Extension Label Linkbase Document*101.PRE XBRL Taxonomy Extension Presentation Linkbase Document____________________* Filed herewith.(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 endedDecember 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 endedDecember 31, 2003.(h)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on March 2, 2005.(i)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on June 9, 2005.(j)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on September 29, 2006.(k)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on December 5, 2006.(l)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on May 30, 2007.(m)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on December 7, 2007.(n)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on July 15, 2008.(o)Incorporated by reference to the exhibit previously filed by Global Signal Inc. on Form 8-K (File No. 001-32168) on February 17, 2005.(p)Incorporated by reference to the exhibit previously filed by Global Signal Inc. on Form 8-K (File No. 001-32168) on May 27, 2005.(q)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on April 8, 2009.(r)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on August 4, 2009.86(s)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on January 20, 2010.(t)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on August 26, 2010.(u)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on February 3, 2012.(v)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 10-K (File No. 001-16441) for the year endedDecember 31, 2011.(w)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on October 2, 2012.(x)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on October 16, 2012.(y)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on November 16, 2012.(z)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on December 17, 2012.(aa)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on December 28, 2012.(bb)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 10-K (File No. 000-24737) for the year endedDecember 31, 2012.(cc)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on February 27, 2013.(dd)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on April 24, 2013.(ee)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.(ff)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on May 28, 2013.(gg)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on August 22, 2013.(hh)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on October 21, 2013.(ii)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on January 6, 2014.(jj)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on January 21, 2014.(kk)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 10-K (File No. 001-16441) for the year endedDecember 31, 2013.(ll)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on February 26, 2014.(mm)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on April 15, 2014.(nn)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on July 1, 2014.(oo)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on September 23, 2014.(pp)Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on December 16, 2014.(qq)Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on January 22, 2015.(rr)Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on February 3, 2015.(ss)Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on February 19, 2015.87SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this AnnualReport on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 19th day of February, 2015. CROWN CASTLE INTERNATIONAL CORP. By: /s/ JAY A. BROWN Jay A. BrownSenior Vice President, Chief Financial Officerand TreasurerPOWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints W. Benjamin Moreland and E.Blake Hawk and each of them, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and re-substitution for him or her andin his or her name, place and stead, in any and all capacities, to sign any and all documents relating to the Annual Report on Form 10-K, including any andall amendments and supplements thereto, for the year ended December 31, 2014 and to file the same with all exhibits thereto and other documents inconnection therewith with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents full power and authority to do andperform each and every act and thing requisite and necessary to be done in and about the premises, as fully as to all intents and purposes as he or she might orcould do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to bedone by virtue hereof.Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has beensigned below by the following persons on behalf of the Registrant and in the capacities indicated below on this 19th day of February, 2015.88Name Title /s/ W. BENJAMIN MORELAND President, Chief Executive Officer and DirectorW. Benjamin Moreland (Principal Executive Officer) /s/ JAY A. BROWN Senior Vice President, Chief Financial Officer andJay A. Brown Treasurer (Principal Financial Officer) /s/ ROB A. FISHER Vice President and ControllerRob A. Fisher (Principal Accounting Officer) /s/ J. LANDIS MARTIN Chairman of the Board of DirectorsJ. Landis Martin /s/ P. ROBERT BARTOLO DirectorP. Robert Bartolo /s/ CINDY CHRISTY DirectorCindy Christy /s/ ARI Q. FITZGERALD DirectorAri Q. Fitzgerald /s/ ROBERT E. GARRISON II DirectorRobert E. Garrison II /s/ DALE N. HATFIELD DirectorDale N. Hatfield /s/ LEE W. HOGAN DirectorLee W. Hogan /s/ EDWARD C. HUTCHESON, JR. DirectorEdward C. Hutcheson, Jr. /s/ JOHN P. KELLY DirectorJohn P. Kelly /s/ ROBERT F. MCKENZIE DirectorRobert F. McKenzie 89EXHIBIT 12CROWN CASTLE INTERNATIONAL CORP.COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES ANDEARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS(DOLLARS IN THOUSANDS) Years Ended December 31, 2014 2013 2012 2011 2010Computation of earnings: Income (loss) before income taxes$388,134 $292,529 $100,827 $179,807 $(338,105)Add: Fixed charges (as computed below)801,826 762,657 727,472 620,871 600,295Subtract: Interest capitalized(2,985) (1,832) (2,335) (265) — $1,186,975 $1,053,354 $825,964 $800,413 $262,190Computation of fixed charges and combined fixed charges andpreferred stock dividends and losses on purchases of preferredstock: Interest expense$491,581 $491,041 $491,184 $404,968 $406,222Amortized premiums, discounts and capitalized expensesrelated to indebtedness81,710 98,589 109,860 102,883 84,047Interest capitalized2,985 1,832 2,335 265 —Interest component of operating lease expense225,550 171,195 124,093 112,755 110,026Fixed charges801,826 762,657 727,472 620,871 600,295Dividends on preferred stock and losses on purchases ofpreferred stock43,988 11,363 2,629 22,940 20,806Combined fixed charges and preferred stock dividends andlosses on purchases of preferred stock$845,814 $774,020 $730,101 $643,811 $621,101Ratio of earnings to fixed charges1.5 1.4 1.1 1.3 —(Deficiency) excess of earnings to cover fixed charges$385,149 $290,697 $98,492 $179,542 $(338,105)Ratio of earnings to combined fixed charges and preferred stockdividends and losses on purchases of preferred stock1.4 1.4 1.2 — —(Deficiency) excess of earnings to cover combined fixedcharges and preferred stock dividends and losses onpurchases of preferred stock$341,161 $279,334 $95,863 $156,602 $(358,911) EXHIBIT 21CROWN CASTLE INTERNATIONAL CORP. SUBSIDIARIES Subsidiary Jurisdiction ofIncorporationCC Holdings GS V LLC DelawareCC Towers Guarantor LLC DelawareCC Towers Holding LLC DelawareCCATT LLC DelawareCCATT Holdings LLC DelawareCCGS Holdings Corp. DelawareCCT2 Holdings LLC DelawareCCTM1 LLC DelawareCCTM Holdings LLC DelawareCCTMO LLC DelawareCrown Atlantic Company LLC DelawareCrown Castle Atlantic LLC DelawareCrown Castle Australia Holdings Pty Ltd AustraliaCrown Castle Australia Pty Ltd AustraliaCrown Castle CA Corp. DelawareCrown Castle GT Company LLC DelawareCrown Castle GT Corp. DelawareCrown Castle GT Holding Sub LLC DelawareCrown Castle International Corp. de Puerto Rico Puerto RicoCrown Castle Investment Corp. DelawareCrown Castle NG Networks LLC DelawareCrown Castle NG West LLC DelawareCrown Castle Operating Company DelawareCrown Castle Operating LLC DelawareCrown Castle PT Inc. DelawareCrown Castle PR LLC Puerto RicoCrown Castle Solutions Corp. DelawareCrown Castle South LLC DelawareCrown Castle Towers 06-2 LLC DelawareCrown Castle Towers LLC DelawareCrown Castle USA Inc. PennsylvaniaCrown Communication LLC DelawareGlobal Signal Acquisitions LLC DelawareGlobal Signal Acquisitions II LLC DelawareGlobal Signal Acquisitions III LLC DelawareGlobal Signal Acquisitions IV LLC DelawareGlobal Signal GP LLC DelawareGlobal Signal Holdings III LLC DelawareGlobal Signal Operating Partnership, L.P. DelawareMW Cell REIT 1 LLC DelawareNewPath Networks Holding LLC DelawareOP LLC DelawarePinnacle Towers Acquisition LLC DelawarePinnacle Towers Acquisition Holdings LLC DelawarePinnacle Towers LLC DelawareWCP Wireless Site RE Funding LLC DelawareWCP Wireless Site RE Holdco LLC DelawareExhibit 23.1Consent of Independent Registered Public Accounting FirmWe hereby consent to the incorporation by reference in the Registration Statements (Nos. 333-118659, 333-163843, 333-181715 and 333-188801) on FormS-8 and the Registration Statement (No. 333-180526) on Form S-3 ASR of Crown Castle International Corp. of our report dated February 19, 2015, relating tothe financial statements, the financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K./s/ PricewaterhouseCoopers LLPPittsburgh, PennsylvaniaFebruary 19, 2015Exhibit 31.1CertificationFor the Year Ended December 31, 2014I, W. Benjamin Moreland, certify that:1.I have reviewed this annual report on Form 10-K of Crown Castle International Corp. (“registrant”);2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is being prepared;b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's mostrecent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; andb)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internalcontrol over financial reporting.Date: February 19, 2015 /s/ W. Benjamin MorelandW. Benjamin MorelandPresident and Chief Executive OfficerExhibit 31.2CertificationFor the Year Ended December 31, 2014I, Jay A. Brown, certify that:1.I have reviewed this annual report on Form 10-K of Crown Castle International Corp. (“registrant”);2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is being prepared;b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's mostrecent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; andb)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internalcontrol over financial reporting.Date: February 19, 2015 /s/ Jay A. BrownJay A. BrownSenior Vice President, Chief Financial Officerand TreasurerExhibit 32.1Certification Pursuant to18 U.S.C. Section 1350As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002In connection with the Annual Report on Form 10-K of Crown Castle International Corp., a Delaware Corporation (“Company”), for the period endingDecember 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (“Report”), each of the undersigned officers of the Companyhereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of such officer'sknowledge:1)the Report complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theCompany as of December 31, 2014 (the last date of the period covered by the Report). /s/ W. Benjamin MorelandW. Benjamin MorelandPresident and Chief Executive OfficerFebruary 19, 2015 /s/ Jay A. BrownJay A. BrownSenior Vice President, Chief Financial Officerand TreasurerFebruary 19, 2015A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Crown Castle InternationalCorp. and will be retained by Crown Castle International Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

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