Crown Castle
Annual Report 2015

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, 2015or 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. o Indicate 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 $26.6 billion as of June 30, 2015, 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 $80.30 per share.Applicable Only to Corporate RegistrantsAs of February 15, 2016 there were 333,768,610 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 "2016 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, 2015.CROWN CASTLE INTERNATIONAL CORP.TABLE OF CONTENTS Page PART I Item 1. Business1Item 1A. Risk Factors6Item 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 Data21Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations23Item 7A. Quantitative and Qualitative Disclosures About Market Risk40Item 8. Financial Statements and Supplementary Data42Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure79Item 9A. Controls and Procedures79Item 9B. Other Information80 PART III Item 10. Directors and Executive Officers of the Registrant80Item 11. Executive Compensation80Item 12. Security Ownership of Certain Beneficial Owners and Management80Item 13. Certain Relationships and Related Transactions80Item 14. Principal Accounting Fees and Services80 PART IV Item 15. Exhibits, Financial Statement Schedules81 Signatures90Cautionary 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 industry, carriers' investments in their networks, tenant additions, customer consolidation or ownership changes, or demand for our wirelessinfrastructure, (2) expectations regarding non-renewals of tenant leases (including the impact of the decommissioning of the former Leap Wireless, MetroPCSand Clearwire networks), (3) availability and adequacy of cash flows and liquidity for, or plans regarding, future discretionary investments including capitalexpenditures, (4) potential benefits of our discretionary investments, (5) anticipated growth in our future revenues, margins, Adjusted EBITDA, and operatingcash flows, (6) expectations regarding our capital structure and the credit markets, our availability and cost of capital, or our ability to service our debt andcomply with debt covenants and the benefits of any future refinancings, (7) expectations related to remaining qualified as a real estate investment trust("REIT"), and the advantages, benefits or impact of, or opportunities created by, our REIT status, (8) the realization and utilization of our net operating losscarryforwards ("NOLs"), and (9) our dividend policy, including the timing, amount, growth or tax characterization of any dividends.Such forward-looking statements should, therefore, be considered in light of various risks, uncertainties and assumptions, including prevailing marketconditions, risk factors described under "Item 1A. Risk Factors" herein and other factors. Should one or more of these risks or uncertainties materialize, orshould underlying assumptions prove incorrect, actual results may vary materially from those expected. As used herein, the term "including," and anyvariation 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.PART IItem 1. BusinessOverviewWe own, operate and lease shared wireless infrastructure, including: (1) towers and other structures, such as rooftops (collectively, "towers"), and (2)small cell networks supported by fiber (collectively, "small cells," and together with towers, "wireless infrastructure"). Our core business is providing access,including space or capacity, to our shared wireless infrastructure via long-term contracts in various forms, including license, sublease and lease agreements(collectively, "leases"). We seek to increase our site rental revenues by adding more tenants on our shared wireless infrastructure, which we expect to result insignificant incremental cash flows due to our relatively fixed operating costs.Effective January 1, 2014, we commenced operating as a REIT for U.S. federal income tax purposes. See "Item 1. Business—Industry Highlights andCompany Developments—REIT Election."Certain information concerning our business as of December 31, 2015 is as follows:•We owned, leased or managed approximately 40,000 towers and 16,000 fiber miles in the United States, including Puerto Rico ("U.S.").•Approximately 56% and 71% of our towers are located in the 50 and 100 largest U.S. basic trading areas ("BTAs"), respectively. Our towers have asignificant presence in each of the top 100 BTAs.•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 lifein excess of 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, 2015 is as follows:•Our customers include AT&T, T-Mobile, Verizon Wireless and Sprint, which collectively accounted for 90% of our 2015 site rental revenues.•Site rental revenues represented 82% of our 2015 consolidated net revenues and site rental gross margin represented 88% of our 2015consolidated 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 six years and represent$20 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,consisting of (1) the following site development services relating to existing or new tenant equipment installations on our wireless infrastructure: siteacquisition, architectural and engineering, or zoning and permitting (collectively, "site development services") and (2) tenant equipment installation orsubsequent augmentations (collectively, "installation services").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 cash flows and long-term dividends per share. We measure our efforts to create "long-term stockholder value" by the combined payment ofdividends to stockholders and growth in our per share results. The key elements of our strategy are to:1•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. We believe that the rapid growth in wireless connectivity will result inconsiderable future demand for our existing wireless infrastructure. We seek to maximize additional tenancy on our wireless infrastructure byworking with wireless customers to quickly provide them access to our wireless infrastructure via new tenant additions or modifications ofexisting tenant equipment installations (collectively, "tenant additions") to enable them to expand coverage and capacity in order to meetincreasing demand for wireless connectivity. We expect increases in our site rental cash flows from tenant additions and the related subsequentimpact from contracted escalations to result in growth in our operating cash flows as our wireless infrastructure has relatively fixed operating costs(which tend to increase at the rate of inflation). Substantially all of our wireless infrastructure can accommodate additional tenancy, either ascurrently constructed or with appropriate modifications to the structure (which may include extensions or structural reinforcement), from which weexpect to generate 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 cash flows and long-term dividends per share. We seek to invest our available capital, including the net cashprovided by our operating activities and external financing sources, in a manner that will increase long-term stockholder value on a risk-adjustedbasis. Our historical 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 demand for wireless connectivity. We believe that such demand for our wireless infrastructure will continue, will result ingrowth of our cash flows due to tenant additions on our existing wireless infrastructure, and will create other growth opportunities for us, such as demand fornew wireless infrastructure.2015 Industry Highlights and Company DevelopmentsSee "Item 1. Business—Overview," "Item 1. Business—The Company," "Item 7. MD&A" and our consolidated financial statements for a discussion ofcertain recent developments and activities, including (1) the increase in our quarterly common stock dividend, (2) our May 2015 sale of our formerly 77.6%owned Australian subsidiary ("CCAL"), (3) our August 2015 acquisition of Quanta Fiber Networks, Inc. ("Sunesys Acquisition"), and (4) our recent financingactivities.REIT Election. We commenced operating as a REIT for U.S. federal income tax purposes effective January 1, 2014. As a REIT, we are generally entitledto a deduction for dividends that we pay and therefore are not subject to U.S. federal corporate income tax on our net taxable income that is currentlydistributed to our stockholders. We also may be subject to certain federal, state, local, and foreign taxes on our income or assets, including (1) alternativeminimum taxes, (2) taxes on any undistributed income, (3) taxes related to our taxable REIT subsidiaries ("TRSs"), (4) certain state, local, or foreign incometaxes, (5) franchise taxes, (6) property taxes and (7) transfer taxes. In addition, 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 more relief provisions under the Internal Revenue Code of 1986, as amended ("Code") tomaintain qualification for taxation as a REIT.In August 2014, we received a favorable private letter ruling from the Internal Revenue Service ("IRS"), which provides that the real property portion ofour small cells and the related rents qualify as real property and rents from real property, respectively, under the rules governing REITs. During the fourthquarter of 2015, we completed the necessary steps to include our small cells that were previously included in one or more wholly-owned TRSs in the REITeffective January 2016.Substantially all of our revenues are in the REIT. Additionally, we have included in TRSs certain other assets and operations. Those TRS assets andoperations will continue to be subject, as applicable, to federal and state corporate income taxes or to foreign taxes in the jurisdictions in which such assetsand operations are located. Our foreign assets and operations (including our tower operations in Puerto Rico) most likely will be subject to foreign incometaxes in the jurisdictions in which such assets and operations are located, regardless of whether they are included in a TRS or not.2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 11 toour consolidated financial statements). Our quarterly common stock dividend will delay the utilization of our NOLs and may cause certain of the NOLs toexpire without utilization.Wireless Industry Update. During 2015, consumer demand for wireless connectivity continued to grow due to increases in wireless data consumptionand increased penetration of bandwidth intensive devices. This growth in wireless consumption is driven by the increased usage of wireless applications,including (1) mobile entertainment (such as mobile video, mobile applications, and social networking), (2) mobile internet usage (such as email and webbrowsing) and (3) machine-to-machine applications (also known as "the Internet of Things"). As a result, consumer wireless devices are trending towardbandwidth-intensive devices such as smartphones, laptops, tablets and other emerging devices.The major wireless carriers continue to upgrade and enhance their networks, which has translated into additional demand for our wireless infrastructure.We expect that consumers' growing wireless consumption will likely result in wireless carriers continuing to invest in their networks and focus on improvingnetwork quality and capacity by adding additional antennas or other equipment for the transmission of their services to wireless infrastructure in an effort toimprove customer retention or satisfaction. Additionally, spectrum licensed by the Federal Communications Commission ("FCC") has enabled continuedwireless carrier network development. We expect this development and the potential availability of additional spectrum through government auctions toenable continued future carrier network development and potential demand for our wireless infrastructure.The CompanyFollowing the sale of CCAL in May 2015, virtually all of our operations are located in the U.S. We conduct substantially all of our operations throughsubsidiaries of Crown Castle Operating Company ("CCOC"). For more information about our operating segment, see note 16 to our consolidated financialstatements and "Item 7. MD&A."Site Rental. Our core business is providing access, including space or capacity, to our shared wireless infrastructure in the U.S, which predominatelyconsists of towers and small cells. We predominately provide access to wireless carriers under long-term leases for their antennas which transmit a variety ofsignals related to wireless connectivity. Our small cells are primarily located outdoors. To a lesser extent, we offer fiber solutions including dark fiber and litfiber. We believe our 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 from the four largest wireless carriers (or their predecessors) throughtransactions 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 ofVerizon Wireless during 1999 and 2000, and (5) companies now part of AT&T during 1999 and 2000. Our small cell assets include those acquired fromNextG Networks, Inc. in 2012 ("NextG Acquisition") and the Sunesys Acquisition in 2015.We generally receive monthly rental payments from tenants, payable under long-term leases. We have existing master lease agreements with mostwireless carriers, including AT&T, T-Mobile, Verizon Wireless and Sprint; such agreements provide certain terms (including economic terms) that governleases on our wireless infrastructure entered into by such carriers during the term of their master lease agreements. We generally negotiate initial contractterms of five to 15 years, 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 to endeavor 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 decommissioning, at least in part, of the former Leap Wireless, MetroPCS and Clearwire networks ("AcquiredNetworks"). In general, each tenant lease which is renewable will automatically renew at the end of its term unless the tenant provides prior notice of its intentnot to renew. See note 15 to our consolidated financial statements for a tabular presentation of the minimum rental cash payments due to us by tenantspursuant 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.3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 typicallyapproximately 2% of net revenues. See note 15 to our consolidated financial statements for a tabular presentation of the rental cash payments owed by us tolandlords pursuant to our contractual agreements.Network Services. As part of our effort to provide comprehensive solutions, we offer certain network services relating to our wireless infrastructure,predominately consisting of (1) site development services and (2) installation services. For 2015, 65% of our network services and other revenues related toinstallation services, and the remainder predominately related to site development services. We have grown our network service revenues over the last severalyears as a result of increased volumes resulting from carrier network upgrades, promoting site development services, expanding the scope of our services, andour focus on customer service and deployment speed. We have the capability and expertise to install, with the assistance of our network of subcontractors,equipment or antenna systems for our customers. We do not always provide the installation services or site development services for our customers on ourwireless infrastructure as third parties also provide these services (see also "—Competition" below). These activities are typically non-recurring and highlycompetitive, with a number of local competitors in most markets. Typically, our installation services are billed on a cost-plus profit basis and sitedevelopment services are billed on a fixed fee basis.Customers. We work extensively with large national wireless carriers, and in general, our customers are primarily comprised of providers of wirelessconnectivity that operate national or regional networks. Our four largest customers (AT&T, T-Mobile, Verizon Wireless and Sprint) collectively accountedfor 90% of our 2015 site rental revenues. See "Item 1A. Risk Factors" and note 16 to our consolidated financial statements.Sales and Marketing. Our sales organization markets our wireless infrastructure within the wireless industry with the objective of providing access toexisting wireless infrastructure or to new wireless infrastructure prior to construction. We seek to become the critical partner and preferred independentwireless 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 (1) other independent wireless infrastructure owners oroperators, including towers, rooftops, broadcast towers, utility poles, fiber providers, distributed antenna systems ("DAS") or other small cells, or (2) newalternative deployment methods in the wireless industry.Some of the larger independent tower companies with which we compete include American Tower Corporation and SBA Communications Corporation.We believe that tower location, deployment speed, quality of service, capacity and price have been and will continue to be the most significant competitivefactors 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.Sale of CCAL. On May 28, 2015, we completed the sale of our formerly 77.6% owned Australian subsidiary, CCAL, to a consortium of investors led byMacquarie Infrastructure and Real Assets. At closing, we received net proceeds of approximately $1.1 billion after accounting for our ownership interest,repayment of intercompany debt owed to us by CCAL and estimated transaction fees and expenses, exclusive of the impact of foreign currency swaps relatedto the CCAL sale.CCAL had historically been a separate operating segment. The sale of our CCAL operating segment is treated as discontinued operations for all periodspresented and represents a strategic shift for us to focus on U.S. operations. See note 3 to our consolidated financial statements.4EmployeesAt January 31, 2016, we employed approximately 2,700 people. We are not a party to any collective bargaining agreements. We have not experiencedany strikes or work stoppages, and management believes that our employee relations are satisfactory.Regulatory and Environmental MattersWe 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. To date, we have not incurred any material fines or penalties orexperienced any material adverse effects to our business as a result of any domestic or international regulations. The summary below is based on regulationscurrently in effect, and such regulations are subject to review or modification by the applicable governmental authority from time to time. If we fail to complywith applicable laws and regulations, we may be fined or even lose our rights to conduct some of our business.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 communications or ban altogether the provision of wireless communications.Additionally, the law prohibits state and local restrictions based on the environmental effects of radio frequency emissions to the extent the facilities complywith 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 cells on a timely basis. Status as a CLEC often allows us to deploy oursmall cells in locations where zoning restrictions might otherwise delay, restrict, or prevent building or expanding traditional wireless tower sites ortraditional wireless rooftop sites. See "Item 1A. Risk Factors."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, subject5to public comment. If the proposed construction or modification of a tower may have a significant impact on the environment, the FCC's approval of theconstruction 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 guidelines regardingemployee protection from radio frequency exposure. The potential connection between radio frequency emissions and certain negative health effects,including some forms of cancer, has been the subject of substantial study by the scientific community 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. We also have an FCC license relating to our 1670-1675 MHz U.S. nationwide spectrum license ("Spectrum"), which we have leased toa third party through 2023, subject to the lessee's option to purchase the Spectrum.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 our wireless infrastructure, driven primarily by demand for wireless connectivity, and we may be adverselyaffected by any slowdown in such demand. Additionally, a reduction in carrier network investment may materially and adversely affect our business(including reducing demand for 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 wirelessconnectivity by their customers. The willingness of our customers to utilize our wireless infrastructure, or renew or extend existing leases on our wirelessinfrastructure, is affected by numerous factors, including:•consumer demand for wireless connectivity;•availability or capacity of our wireless infrastructure or associated land interests;•location of our wireless infrastructure;•financial condition of our customers, including their profitability and availability or cost of capital;•willingness of our customers to maintain or increase their network investment or changes in their capital allocation strategy;•availability and cost of spectrum for commercial use;•increased use of network sharing, roaming, joint development, or resale agreements by our customers;•mergers or consolidations 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 connectivity to agiven geographic area or which may otherwise serve as substitute or alternative to our wireless infrastructure or (2) resulting in the obsolescence ordecommissioning of certain existing wireless networks; or•our ability to efficiently satisfy our customers' service requirements.6A slowdown in demand for wireless connectivity or our wireless infrastructure may negatively impact our growth or otherwise have a material adverseeffect on us. If our customers or potential customers are unable to raise adequate capital to fund their business plans, as a result of disruptions in the financialand credit markets or otherwise, they may reduce their spending, which could adversely affect our anticipated growth or the demand for our wirelessinfrastructure or network services.The amount, timing, and mix of our customers' network investment is variable and can be significantly impacted by the various matters described inthese risk factors. Changes in carrier network investment typically impact the demand for our wireless infrastructure. As a result, changes in carrier plans suchas delays in the implementation of new systems, new technologies (including small cells), or plans to expand coverage or capacity may reduce demand forour wireless infrastructure. Furthermore, the wireless industry could experience a slowdown or slowing growth rates as a result of numerous factors, includinga reduction in consumer demand for wireless connectivity or general economic conditions. There can be no assurances that weakness or uncertainty in theeconomic environment will not adversely impact the wireless industry, which may materially and adversely affect our business, including by reducingdemand for our wireless infrastructure or network services. In addition, a slowdown may increase competition for site rental customers or network services. Awireless industry slowdown or a reduction in carrier network investment may materially and adversely affect our business. For a further discussion of our risksrelating to network services, see "—Our network services business has historically experienced significant volatility in demand, which reduces thepredictability 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 2015, our site rental revenues by customer were as follows:The loss of any one of our large customers as a result of consolidation, merger, bankruptcy, insolvency, network sharing, roaming, joint development,resale agreements by our customers or otherwise may result in (1) a material decrease in our revenues, (2) uncollectible account receivables, (3) an impairmentof our deferred site rental receivables, wireless infrastructure assets, intangible assets, or (4) other adverse effects to our business. We cannot guarantee thatleases with our major customers will not be terminated or that these customers will renew their leases with us. In addition to our four largest customers, wealso derive a portion of our revenues and anticipated future growth from new entrants offering or contemplating offering wireless services; such customersmay be smaller or have less financial resources than our four largest customers, have business models which may not be successful, or may require additionalcapital. See also "Item 1. Business—The Company" and note 16 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. Such consolidation may result in a reduction in such customers'future network investment in the aggregate because their expansion plans may be similar. Wireless carrier consolidation could decrease the demand for ourwireless infrastructure, which in turn may result in a reduction in our revenues or cash flows.7In recent years, AT&T, T-Mobile and Sprint acquired Leap Wireless, MetroPCS, and Clearwire, respectively. During 2016, we expect site rentalrevenues to be impacted by non-renewals of $70 million to $80 million as a result of the decommissioning of the Acquired Networks. The Acquired Networksrepresented approximately 10% of our net revenues for the year ended December 31, 2015. We currently expect potential non-renewals from thedecommissioning of the Acquired Networks to be approximately 60% of current run-rate site rental revenues related to the Acquired Networks, with themajority of such non-renewals to occur predominately from 2016 through 2018. Depending on the eventual network deployment and decommissioning plansof AT&T, T-Mobile and Sprint, the impact and timing of such non-renewals may vary from our expectations.See note 15 to our consolidated financial statements for a tabular presentation of the minimum rental cash payments due to us by tenants pursuant totenant agreements without consideration of tenant renewal options.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-ways and franchise agreements, (3) use of poles owned solely by, orjointly with, third parties, or (4) risks relating to overbuilding. We cannot be certain that we will be successful in maintaining right-of-way agreements,obtaining future agreements on acceptable terms, or that our CLEC status will be recognized. In addition, the rate at which wireless carriers adopt or prioritizesmall cells may be lower or slower than we anticipate. Our small cell operations will also expose us to different safety or liability risks or hazards than ourtraditional site rental business as a result of numerous factors, including the location or nature of the assets involved. Because small cells are comparativelynew technologies and are continuing to evolve, there may be other risks related to small cells of which we are not yet aware.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 unsecured credit facilityagreement ("2016 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 to8federal and state corporate income taxes, and potentially a nondeductible excise tax, on our undistributed taxable income. If our operating subsidiaries wereto default on their debt, the trustee could seek to foreclose the collateral securing such debt, in which case we could lose the wireless infrastructure and therevenues associated with the wireless infrastructure. See "Item 7. MD&A—Liquidity and Capital Resources—Debt Covenants" for a further discussion of ourdebt covenants.CCIC is a holding company that conducts all of its operations through its subsidiaries. Accordingly, CCIC's sources of cash to pay interest or principalon its outstanding indebtedness are distributions relating to its respective ownership interests in its subsidiaries from the net earnings and cash flowsgenerated by such subsidiaries or from proceeds of debt or equity offerings. Earnings and cash flows generated by CCIC's subsidiaries are first applied bysuch subsidiaries to conduct their operations, including servicing their respective debt obligations, after which any excess cash flows generally may be paidto such holding company, in the absence of any special conditions such as a continuing event of default. However, CCIC's subsidiaries are legally distinctfrom the holding company and, unless they guarantee such debt, have no obligation to pay amounts due on their debt or to make funds available to us forsuch 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 $12.1 billion as of February 15, 2016), 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 any refinancing of the obligations described above or on our ability to drawthe full amount of our $2.5 billion revolving credit facility ("2016 Revolver"), that, as of February 15, 2016, has $2.1 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. In August 2015, weestablished an "at-the-market" stock offering program ("ATM Program") through which we may, from time to time, issue and sell shares of our common stockhaving an aggregate gross sales price of up to $500.0 million to or through sales agents. As of February 15, 2016, we had 333.8 shares of common stockoutstanding.We have reserved 12.3 million and 14.5 million of shares of common stock, respectively, for issuance in connection with awards granted under ourvarious stock compensation plans and our Convertible Preferred Stock, which will automatically convert into common stock on November 1, 2016. See "Item7. MD&A—Liquidity and Capital Resources—Preferred Stock." The dividends on our Convertible Preferred Stock may also be paid in cash or, subject tocertain limitations, shares of common stock or any combination of cash and shares of common stock.Further, 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.9As a result of competition in our industry, we may find it more difficult to achieve favorable rental rates on our new or renewing tenant leases.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. 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. We face competition for site rental tenants from various sources,including (1) other independent wireless infrastructure owners or operators, including towers, rooftops, broadcast towers, utility poles, fiber providers, DAS orother small cells, or (2) new alternative deployment methods in the wireless industry.Our small cell operations may have different competitors than our traditional site rental business, including other owners of small cells or fiber, as wellas new entrants into small cells, some of which may have larger networks or greater financial resources than we have.New technologies may reduce demand for our wireless infrastructure or negatively impact our revenues.Improvements in the efficiency, architecture, and design of wireless networks may reduce the demand for our wireless infrastructure. For example, newtechnologies that may promote network sharing, joint development, or resale agreements by our customers, such as signal combining technologies ornetwork functions virtualization, may reduce the need for our wireless infrastructure. In addition, other technologies, such as WiFi, DAS, femtocells, othersmall cells, or satellite (such as low earth orbiting) and mesh transmission systems may, in the future, serve as substitutes for, or alternatives to, leasing thatmight otherwise be anticipated or expected on wireless infrastructure had such technologies not existed. In addition, new technologies that enhance therange, efficiency, and capacity of wireless equipment could reduce demand for our wireless infrastructure. Any significant reduction in demand for ourwireless infrastructure resulting from the new technologies may negatively impact our revenues or otherwise have a material adverse effect on us.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 (such as small cells and fiber), or otherstrategic growth opportunities. In the ordinary course of our business, we review, analyze, and evaluate various potential transactions or other activities inwhich we may engage. Such transactions or activities could cause disruptions in, increase risk or otherwise negatively impact our business. Among otherthings, 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 retain rights to our wireless infrastructure, including the land interests under our towers, our business may be adversely affected.The property interests on which our wireless infrastructure resides, including the land interests under our towers, consist of leasehold and sub-leaseholdinterests, fee interests, easements, licenses, and rights-of-way. A loss of these interests may interfere with our ability to conduct our business or generaterevenues. For various reasons, we may not always have the ability to access, analyze, or verify all information regarding titles or other issues prior topurchasing wireless infrastructure. Further, we may not be able to renew ground leases on commercially viable terms. Our ability to retain rights to the landinterests on which our towers reside depends on our ability to purchase such land, including fee interests and perpetual easements, or renegotiate or extendthe terms of the leases relating to such land. Approximately 11% of our site rental gross margins for the year ended December 31, 2015 were derived fromtowers where the leases for the interests under such towers had final expiration dates of less than ten years. If we are unable to retain rights to the propertyinterests on which our wireless infrastructure resides, our business may be adversely affected.As of December 31, 2015, approximately 54% of our towers were leased or subleased or operated and managed under master leases, subleases, or otheragreements with AT&T, Sprint, and T-Mobile. 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 have10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 otherreasons. In the event that we do not exercise these purchase rights, or are otherwise unable to acquire an interest that would allow us to continue to operatethese towers after the applicable period, we will lose the cash flows derived from such towers, which may have a material adverse effect on our business. In theevent that we decide to exercise these purchase rights, the benefits of the acquisition of these towers may not exceed the costs, which could adversely affectour business. Additional information concerning these towers and the applicable purchase options as of December 31, 2015 is as follows:•Approximately 23% 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 initial term of approximately 28 years, weighted on site rental gross margin. We have the option to purchase theleased and subleased towers from AT&T at the end of the respective lease or sublease terms for aggregate option payments of approximately $4.2billion, which payments, if exercised, would be due between 2032 and 2048.•Approximately 16% of our towers are leased or subleased or operated and managed for an initial period of 32 years (through May 2037) 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 initial term of approximately 28 years, weighted on site rental gross margin. We have the option to purchase theleased and subleased towers from T-Mobile at the end of the respective lease or sublease terms for aggregate option payments of approximately$2.0 billion, which payments, if exercised, would be due between 2035 and 2049. In addition, through the T-Mobile Acquisition, there areanother approximately 1% of our towers subject to a lease and sublease or other related arrangements with AT&T. We have the option to purchasethese towers that we do not otherwise already own at the end of their respective lease terms for aggregate option payments of up to approximately$405 million, which payments, if exercised, would be due between 2018 and 2032 (less than $10 million would be due before 2025).Under master lease or master prepaid lease arrangements we have with AT&T, Sprint and T-Mobile, 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 subsidiariesshould become a debtor in a bankruptcy proceeding and is permitted to reject the underlying ground lease, our subsidiaries could lose their interest in theapplicable 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 lose thecash flow derived from the towers on those sites, which may have a material adverse effect on our business. We have similar bankruptcy risks with respect tosites 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 network investments;•the rate and volume of customer deployment plans;•unforeseen delays or challenges relating to work performed;•economic weakness or uncertainty;•our market share; or•changes in the size, scope, or volume of work performed.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 carriers. In addition, demand or customer adoption rates for such new technologies may be lower or slower than anticipated for numerous reasons. Asa result, growth opportunities or demand for our wireless infrastructure arising from such technologies may not be realized at the times or to the extentanticipated.11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 connectivity 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 services. If a connection between radio frequency emissions and possible negative health effectswere established, our operations, costs, or revenues may be materially and adversely affected. We currently do not maintain any significant insurance withrespect 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 our annual meeting of stockholders inMay 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 vulnerable to security breaches that could adversely affect our operations, business, operations, and reputation.Despite existing security measures, certain of our wireless infrastructure may be vulnerable to damage, disruptions, or shutdowns due to unauthorizedaccess, computer viruses, cyber-attacks, and other security breaches. An attack attempt or security breach could potentially result in (1) interruption orcessation of certain of our services to our customers, (2) our inability to meet expected levels of service, or (3) data transmitted over our customers' networksbeing compromised. We cannot guarantee that our security measures will not be circumvented, resulting in customer network failures or interruptions thatcould impact our customers' network availability and have a material adverse effect on our business, financial condition, or operational results. We may berequired to expend significant resources to protect against or recover from such threats. If an actual or perceived breach of our security occurs, the marketperception of the effectiveness of our security measures could be harmed, and we could lose customers. Further, the perpetrators of cyber-attacks are notrestricted to particular groups or persons. These attacks may be committed by our employees or external actors operating in any geography. Any such eventscould result in legal claims or penalties, disruption in operations, misappropriation of sensitive data, damage to our reputation, negative market perception,or costly response measures, which could adversely affect our business.Risks Relating to Our REIT Election12Future 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 each of the first three quarters of 2015, we paid a quarterly common stock dividend of $0.82 per share, totaling approximately $821.1 million.In October 2015, we increased our quarterly dividend, beginning in the fourth quarter of 2015, from an annual amount of $3.28 per share to an annualamount of $3.54 per share. As such, we declared a quarterly dividend of $0.885 per share in October 2015, which represented an increase of 8% from thequarterly dividend declared during each of the first three quarters of 2015. We currently expect such dividends to result in aggregate annual cash paymentsof approximately $1.2 billion during the next 12 months. Over time, we expect to increase our dividend per share generally commensurate with our realizedgrowth in cash flows. Future dividends are subject to the approval of our board of directors. See notes 12 and 19 to our 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. Our quarterly cash common stock dividend will delay theutilization of our NOLs and may cause certain of the NOLs to expire without utilization. See also "Item 7. MD&A—General Overview—Common StockDividend" and "Item 1. Business—2015 Industry Highlights and Company Developments—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 we believe will increase long-term stockholder value on a risk-adjusted basis. Our historical discretionaryinvestments have included the following (in no particular order): purchasing our common stock, acquiring or constructing wireless infrastructure, acquiringland interests under towers, improving or structurally enhancing our existing wireless infrastructure, or purchasing, repaying or redeeming our debt. Externalfinancing, including debt, equity, and equity-related issuances to fund future discretionary investments either (1) may not be available to us or (2) may not beaccessible by us at terms that would result in the investment of the net proceeds raised yielding incremental growth in our per share operating results. As aresult, future dividend payments may hinder our ability to grow our per share results of operations or otherwise adversely affect our ability to execute ourbusiness 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 net taxable income that is currently 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 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.13Under the Code, for taxable years beginning before 2018, no more than 25% of the value of the assets of a REIT may be represented by securities of oneor more TRSs or other non-qualifying assets. For taxable years beginning in 2018, the limit on the value of assets of a REIT that may be represented bysecurities of one or more TRSs or other non-qualifying assets will reduce to 20%. These current or future limitations may affect our ability to make additionalinvestments in non-REIT qualifying operations or assets, or in any operations held through TRSs. The net income of our TRSs is not required to bedistributed to us, and income that is not distributed to us generally will not be subject to the REIT income distribution requirement. However, there may belimitations on our ability to accumulate earnings in our TRSs and the accumulation or reinvestment of significant earnings in our TRSs could result inadverse tax treatment. In particular, if the accumulation of cash in our TRSs causes the fair market value of our securities in our TRSs or certain other non-qualifying assets to exceed current or future limitations of the fair market value of our assets at the end of any quarter, then we may fail to remain qualified asa 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 dividends to our common stockholders beginning with the first quarter of 2014. See notes 12 and 19 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 $1.3 billion, of which substantially all are available to offset REIT taxable 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.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 12 to our consolidated financialstatements.14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.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/corporateGovernance.aspx, 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 8, 2015 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.15Item 1B. Unresolved Staff CommentsNone.Item 2. PropertiesOfficesOur principal corporate headquarters is owned and located in Houston, Texas. In addition, we have offices throughout the U.S. in locations convenientfor the management and operation of our wireless infrastructure with significant consideration being given to the amount of our wireless infrastructurelocated in a particular area.Wireless InfrastructureWe own, lease or manage approximately 40,000 towers geographically dispersed throughout the U.S. Towers are vertical metal structures generallyranging in height from 50 to 300 feet. In addition, our customers' wireless equipment may also be placed on building rooftops and other structures. Our towersare located on tracts of land with an average size of approximately 15,000 square feet. These tracts of land support the towers, equipment shelters, and whereapplicable, guy-wires to stabilize the structure.Additionally, we own approximately 16,000 miles of fiber supporting our small cells designed to facilitate wireless connectivity. The majority of ourfiber are located in major metropolitan areas. Our small cells are typically located in areas in which zoning restrictions or other barriers may prevent or delaythe deployment of a tower and often are attached to public right-of-way infrastructure, including utility poles or street lights.See "Item 1. Business—Overview" for information regarding our wireless infrastructure portfolio including our land interests and for a discussion of thelocation of our towers, including the percentage of our 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 the land interests which we do not ownand on which our towers are located as of December 31, 2015.As of February 15, 2016, approximately 48% of our debt is secured. Certain of our wireless infrastructure is held in subsidiaries whose equity interestshave been pledged, directly or indirectly, along with other collateral to secure such indebtedness. See note 8 to our consolidated financial statements.Approximately 54% of our towers are leased or subleased or operated and managed under master leases, subleases, or other agreements with AT&T,Sprint, and T-Mobile. 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 infrastructure can accommodate additional tenancy either as currently constructed or with appropriate modifications tothe structure (which may include extensions or structural reinforcement). Additionally, if so inclined as a result of a customer request for a tenant addition, wecould generally replace an existing tower with another tower in its place providing additional capacity, subject to certain restrictions.16As of December 31, 2015, the average number of tenants (defined as a unique license or any related amendments thereto for count purposes) per tower isapproximately 2.2 on our towers. The following chart sets forth the number of existing tenants per tower as of December 31, 2015 (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 notenants).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, tax,employment, or wrongful termination matters. While the outcome of these matters cannot be predicted with certainty, management does not expect anypending matters to have 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)2015: First Quarter$89.44 $78.57Second Quarter87.46 80.11Third Quarter86.56 75.78Fourth Quarter88.18 78.282014: First Quarter$76.54 $68.44Second Quarter77.95 71.29Third Quarter81.00 72.53Fourth Quarter84.97 74.45 (a)Prices per share reflect the high and low sale prices per share, unadjusted for common stock dividends declared and paid. See notes 12 and 19 to our consolidated financialstatements.As of February 15, 2016, there were approximately 790 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 after the utilization of any available NOLs, (determined without regard to thedividends paid deduction and excluding net capital gain) each year to our stockholders. See also "Item 7. MD&A—General Overview—Common StockDividend," "Item 1. Business—2015 Industry Highlights and Company Developments—REIT Election," and notes 11 and 12 to our consolidated financialstatements.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 paid a quarterly cash dividend of$0.82 per share in the fourth quarter of 2014, which represented an increase of $0.47 per share from the $0.35 per share quarterly dividend declared duringeach of the first three quarters of 2014.During each of the first three quarters of 2015, we paid a quarterly common stock dividend of $0.82 per share, totaling approximately $821.1 million. InOctober 2015, we increased our quarterly dividend, beginning in the fourth quarter of 2015, from an annual amount of $3.28 per share to an annual amount of$3.54 per share. As such, we declared a quarterly dividend of $0.885 per share in October 2015, which represented an increase of 8% from the quarterlydividend declared during each of the first three quarters of 2015. We currently expect such dividends to result in aggregate cash payments of approximately$1.2 billion during the next 12 months. Over time, we expect to increase our dividend per share generally commensurate with our realized growth in cashflows.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.18Unregistered Sales of Equity Securities and Use of ProceedsThe following table summarizes information with respect to purchase of our equity securities during the fourth quarter of 2015:Period Total Number ofShares Purchased Average Price Paid perShare Total Number ofShares Purchased asPart of PubliclyAnnounced Plans orPrograms Maximum Number (orApproximate DollarValue) of Shares thatMay Yet Be PurchasedUnder the Plans orPrograms (In thousands) October 1 - October 31, 2015 — $— — —November 1 - November 30, 2015 1 85.74 — —December 1 - December 31, 2015 — — — —Total 1 $85.74 — —We paid $0.1 million in cash to effect these purchases. The shares purchased relate to shares withheld in connection with the payment of withholdingtaxes upon vesting of restricted stock.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.19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, 2010 and ending December 31, 2015. 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 2010 2011 2012 2013 2014 2015Crown Castle International Corp. 100.00 102.21 164.64 167.53 184.04 210.42S&P 500 Market Index 100.00 102.11 118.45 156.82 178.28 180.75DJ US Telecommunications Equipment Index 100.00 92.10 101.08 122.75 141.42 126.14FTSE NAREIT All Equity REITs Index 100.00 108.29 129.73 133.44 170.83 177.18The 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.20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, 2015, and as ofDecember 31, 2015, 2014, 2013, 2012 and 2011 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. CCAL is presented on a discontinued operationsbasis for all periods presented. See note 3 to our consolidated financial statements regarding our sale of CCAL in 2015. Years Ended December 31, 2015(a) 2014(a) 2013(a) 20122011 (In thousands of dollars, except per share amounts)Statement of Operations Data: Net revenues: Site rental$3,018,413 $2,866,613 $2,371,380 $2,001,049 $1,744,993Network services and other645,438 672,143 494,371 285,287 161,522Net revenues3,663,851 3,538,756 2,865,751 2,286,336 1,906,515Operating expenses: Costs of operations(b): Site rental963,869 906,152 686,873 503,661 446,868Network services and other357,557 400,454 304,144 173,762 96,057Total costs of operations1,321,426 1,306,606 991,017 677,423 542,925General and administrative310,921 257,296 213,519 184,911 151,737Asset write-down charges33,468 14,246 13,595 15,226 21,986Acquisition and integration costs15,678 34,145 25,574 18,216 3,310Depreciation, amortization and accretion1,036,178 985,781 741,342 591,428 522,681Operating income (loss)946,180 940,682 880,704 799,132 663,876Interest expense and amortization of deferred financing costs(527,128) (573,291) (589,630) (601,031) (507,264)Gains (losses) on retirement of long-term obligations(4,157) (44,629) (37,127) (131,974) —Interest income1,906 315 956 4,089 187Other income (expense)57,028 11,993 (3,902) (5,363) (5,603)Income (loss) from continuing operations before income taxes473,829 335,070 251,001 64,853 151,196Benefit (provision) for income taxes(c)51,457 11,244 (191,000) 60,144 (6,126)Income (loss) from continuing operations525,286 346,314 60,001 124,997 145,070Discontinued operations: Income (loss) from discontinued operations, net of tax19,690 52,460 33,900 75,891 26,390Net gain (loss) from disposal of discontinued operations, net of tax979,359 — — — —Income (loss) from discontinued operations, net of tax999,049 52,460 33,900 75,891 26,390Net income (loss)1,524,335 398,774 93,901 200,888 171,460Less: Net income (loss) attributable to the noncontrolling interest3,343 8,261 3,790 12,304 383Net income (loss) attributable to CCIC stockholders1,520,992 390,513 90,111 188,584 171,077Dividends on preferred stock and losses on purchases of preferred stock(43,988) (43,988) (11,363) (2,629) (22,940)Net income (loss) attributable to CCIC common stockholders$1,477,004 $346,525 $78,748 $185,955 $148,137Income (loss) from continuing operations attributable to CCIC commonstockholders, per common share - basic (d)$1.45 $0.91 $0.16 $0.42 $0.43Income (loss) from continuing operations attributable to CCIC commonstockholders, per common share - diluted (d)$1.44 $0.91 $0.16 $0.42 $0.43Weighted-average common shares outstanding (in thousands): Basic (d)(f)333,002 332,302 298,083 289,285 283,821Diluted (d)(f)334,062 333,265 299,293 291,270 285,947 Dividends/distributions declared per share$3.35 $1.87 $— $— $—21 Years Ended December 31, 2015(a) 2014(a) 2013(a) 2012 2011 (In thousands of dollars, except per share amounts)Other Data: Summary cash flow information: Net cash provided by (used for) operating activities$1,794,025 $1,600,197 $1,171,059 $710,984 $585,539Net cash provided by (used for) investing activities(1,959,734) (1,216,709) (5,459,285) (4,152,200) (384,254)Net cash provided by (used for) financing activities(935,476) (462,987) 4,063,133 3,786,803 (275,712)Ratio of earnings to fixed charges(e)1.6 1.4 1.3 1.1 1.2Balance Sheet Data (at period end): Cash and cash equivalents$178,810 $151,312 $200,526 $405,682 $59,767Property and equipment, net9,580,057 8,982,783 8,764,031 6,714,481 4,662,245Total assets22,036,245 21,143,276 20,594,908 16,088,709 10,545,096Total debt and other long-term obligations12,249,238 11,920,861 11,594,500 11,611,242 6,885,699Total CCIC stockholders' equity(f)7,089,221 6,716,225 6,926,717 2,938,748 2,386,245 (a)Inclusive of the impact of acquisitions. See note 4 to our consolidated financial statements for a discussion of our acquisitions during 2013, 2014, and 2015. In addition, during2012, we acquired (1) rights to approximately 7,100 towers through the T-Mobile Acquisition and (2) NextG Networks, Inc., the then largest U.S operator of outdoor DAS, atype of small cells.(b)Exclusive of depreciation, amortization and accretion, which are shown separately.(c)See note 11 to our consolidated financial statements regarding our income taxes, including our REIT election.(d)Basic net income (loss) attributable to CCIC common stockholders, per common share excludes dilution and is computed by dividing net income (loss) attributable to 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.(e)For purposes of computing the ratio of earnings to fixed charges, earnings represent income (loss) before income taxes and fixed charges less interest capitalized. Fixed chargesconsist of interest expense, amortized premiums, discounts and capitalized expenses related to indebtedness, interest capitalized and the interest component of operating leaseexpense.(f)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 4 and 12 to ourconsolidated financial statements regarding the AT&T Acquisition and October 2013 Equity Financings.22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, our REIT status, certain key terms of our lease agreements, and growth trends in the wireless industry. Site rental revenues represented 82% of our2015 consolidated net revenues. The vast majority of our site rental revenues is of a recurring nature and has been contracted for in a prior year.Business Fundamentals and ResultsThe following are certain highlights of our business fundamentals and results as of and for the year ended December 31, 2015:•Effective January 1, 2014, we commenced operating as a REIT for U.S. federal income tax purposes (see "Item 1. Business—2015 IndustryHighlights and Company Developments—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) new technologies, (2)increased usage of wireless applications (including mobile entertainment, mobile internet usage, and machine-to-machine applications), (3)adoption of other emerging and embedded wireless devices (including smartphones, laptops, tablets, and other devices), (4) increasingsmartphone 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.◦Wireless carriers continue to invest in their networks.◦Our site rental revenues grew $152 million, or 5%, from full year 2014 to 2015. This growth was predominately comprised of the following,exclusive of the impact of straight-line accounting:▪An approximate 6% increase from new leasing activity.▪An approximate 3% increase from cash escalations.▪An approximate 4% decrease in site rental revenues caused by the non-renewal of tenant leases, primarily resulting from Sprint'sdecommissioning of its legacy Nextel iDEN network.•Site rental revenues under long-term tenant leases with contractual escalations◦Initial terms of five to 15 years with multiple renewal periods at the option of the tenant of five to ten years each.◦Weighted-average remaining term of approximately six years, exclusive of renewals at the tenant's option, currently representingapproximately $20 billion of expected future cash inflows.•Revenues predominately from large wireless carriers◦Approximately 90% of our site rental revenues were derived from AT&T, T-Mobile, Verizon, and Sprint. See also "Item 1A. Risk Factors" andnote 16 to our consolidated financial statements.•Majority of land interests under our towers under long-term control◦Nearly 90% and more than 75% of our site rental gross margin is derived from towers that reside on land that we own or control for greaterthan ten and 20 years, respectively. The aforementioned amounts include towers that reside on land interests that are owned, including feeinterests and 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 tenantadditions.•Minimal sustaining capital expenditure requirements◦Sustaining capital expenditures represented approximately 3% of net revenues.•Debt portfolio with long-dated maturities extended over multiple years, with the majority of such debt having a fixed rate (see "Item 7A.Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt)◦After giving effect to our 2016 Refinancings described below, 81% of our debt has fixed rate coupons.◦Our debt service coverage and leverage ratios were comfortably within their respective financial maintenance covenants. See "Item 7. MD&A—Liquidity and Capital Resources—Debt Covenants" for a further discussion of our debt covenants.◦During the second quarter 2015, we (1) issued $1.0 billion aggregate principal amount of the May 2015 tower revenue notes, (2) repaid$250.0 million of August 2010 tower revenue notes with an anticipated repayment date23of August 2015, (3) repaid all of the previously outstanding WCP securitized notes, and (4) repaid a portion of our outstanding borrowingsunder our previously outstanding 2012 Credit Facility.◦In January 2016, we completed a new senior unsecured $5.5 billion 2016 Credit Facility and utilized the proceeds, together with cash onhand, to repay all outstanding borrowings under the previously outstanding 2012 Credit Facility. See "Item 7. MD&A—Liquidity and CapitalResources—Credit Facility."◦In February 2016, we issued $1.5 billion aggregate principal amount of investment grade senior unsecured notes and utilized the proceeds,along with cash on hand, to (1) repay in full all outstanding borrowings under the $1.0 billion Senior Unsecured 364-Day Revolving CreditFacility ("364-Day Facility")(and, in connection therewith, terminate all commitments thereunder), and (2) to repay $500.0 million ofoutstanding borrowings under the 2016 Revolver. See "Item 7. MD&A—Liquidity and Capital Resources—Financing Activities."◦Collectively, the completion of the 2016 Credit Facility, the repayment of the 2012 Credit Facility, the issuance of $1.5 billion seniorunsecured notes and the use of proceeds from such notes are referred to herein as the "2016 Refinancings."•Significant cash flows from operations◦Net cash provided by operating activities was $1.8 billion.◦We expect to grow our core business of providing access to our wireless infrastructure as a result of contractual escalators and anticipateddemand for our wireless infrastructure.•Returning cash flows provided by operations to stockholders in the form of dividends (see also "Item 1. Business")◦During 2015, we paid common stock dividends totaling approximately $1.1 billion. See "Item 7. MD&A—General Overview—Common StockDividend" for a discussion of the increase to our quarterly dividend in the fourth quarter of 2015.•Investing capital efficiently to grow long-term dividends per share (see also "Item 1. Business")◦Discretionary capital expenditures of $804.0 million, including wireless infrastructure improvements in order to support additional siterentals, construction of wireless infrastructure, and land purchases. See also discussion of the Sunesys Acquisition below.Common Stock DividendDuring each of the first three quarters of 2015, we paid a quarterly common stock dividend of $0.82 per share, totaling approximately $821.1 million. InOctober 2015, we increased our quarterly dividend, beginning in the fourth quarter of 2015, from an annual amount of $3.28 per share to an annual amount of$3.54 per share. As such, we declared a quarterly dividend of $0.885 per share in October 2015, which represented an increase of 8% from the quarterlydividend declared during each of the first three quarters of 2015. We currently expect such dividends to result in aggregate annual cash payments ofapproximately $1.2 billion during the next 12 months. Over time, we expect to increase our dividend per share generally commensurate with our realizedgrowth in cash flows. Future dividends are subject to the approval of our board of directors. See notes 12 and 19 to our consolidated financial statements.Sale of CCALIn May 2015, we entered into a definitive agreement to sell our 77.6% owned Australian subsidiary, CCAL, to a consortium of investors led byMacquarie Infrastructure and Real Assets. On May 28, 2015, we completed the sale of CCAL. At closing, we received net proceeds of approximately $1.1billion after accounting for our ownership interest, repayment of intercompany debt owed to us by CCAL and estimated transaction fees and expenses,exclusive of the impact of foreign currency swaps related to the CCAL sale. See note 3 to our consolidated financial statements.As part of the sale of CCAL, in January 2016, we received an installment payment of approximately $124 million from the Buyer, inclusive of theimpact of the related foreign currency swap (see note 9 to our consolidated financial statements). During the second quarter 2015, we used net proceeds fromthe sale of CCAL, together with net proceeds from the May 2015 tower revenue notes, to (1) repay $250.0 million aggregate principal amount of August2010 tower revenue notes with an anticipated repayment date of August 2015, (2) repay all of the previously outstanding WCP securitized notes, (3) repayportions of outstanding borrowings under our previously outstanding 2012 Credit Facility, and (4) to pay related fees and expenses. See note 8 to ourconsolidated financial statements.We entered into foreign currency swaps to manage and reduce our foreign currency risk associated with the sale of CCAL. These swaps are not includedin discontinued operations. See note 9 to our consolidated financial statements.24Sunesys AcquisitionIn April 2015, we entered into a definitive agreement to acquire Sunesys for approximately $1.0 billion in cash, subject to certain limited adjustments.On August 4, 2015, we closed the Sunesys Acquisition utilizing $835.0 million in 2012 Revolver borrowings and cash on hand. Prior to the closing, Sunesyswas a wholly owned subsidiary of Quanta Services, Inc., and a fiber services provider that owned or had rights to nearly 10,000 miles of fiber in majormetropolitan markets across the U.S., including Los Angeles, Philadelphia, Chicago, Atlanta, Silicon Valley, and northern New Jersey. Approximately 60% ofSunesys' fiber miles were located in the top 10 BTAs. See note 4 to our consolidated financial statements.Outlook HighlightsThe following are certain highlights of our 2016 outlook that impact our business fundamentals described above.•We expect that our full year 2016 site rental revenue growth will benefit from similar levels of tenant additions as in 2015, as large wirelesscarriers continue to upgrade and enhance their networks, partially offset by an increase in non-renewals of tenant leases primarily resulting fromanticipated non-renewals from our customers' decommissioning of the Acquired Networks. See "Item 1A. Risk Factors" for a further discussion ofnon-renewals. See note 15 to our consolidated financial statements.•We expect total capital expenditures for 2016 to equal or exceed 2015 levels with a continued increase in the construction of new small cells. Wealso expect sustaining capital expenditures of approximately 2% of net revenues for full year 2016.25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 2015, 2014 and 2013 consolidated results of operations: Years Ended December 31, Percent Change 2015 2014 2013 2015vs.2014 2014vs.2013 (In thousands of dollars) Net revenues: Site rental$3,018,413 $2,866,613 $2,371,380 5 % 21 %Network services and other645,438 672,143 494,371 (4)% 36 %Net revenues3,663,851 3,538,756 2,865,751 4 % 23 %Operating expenses: Costs of operations(a): Site rental963,869 906,152 686,873 6 % 32 %Network services and other357,557 400,454 304,144 (11)% 32 %Total costs of operations1,321,426 1,306,606 991,017 1 % 32 %General and administrative310,921 257,296 213,519 21 % 21 %Asset write-down charges33,468 14,246 13,595 * *Acquisition and integration costs15,678 34,145 25,574 * *Depreciation, amortization and accretion1,036,178 985,781 741,342 5 % 33 %Total operating expenses2,717,671 2,598,074 1,985,047 5 % 31 %Operating income (loss)946,180 940,682 880,704 1 % 7 %Interest expense and amortization of deferred financing costs(527,128) (573,291) (589,630) (8)% (3)%Gains (losses) on retirement of long-term obligations(4,157) (44,629) (37,127) * *Interest income1,906 315 956 * *Other income (expense)57,028 11,993 (3,902) * *Income (loss) from continuing operations before income taxes473,829 335,070 251,001 * *Benefit (provision) for income taxes51,457 11,244 (191,000) * *Income (loss) from continuing operations525,286 346,314 60,001 * *Discontinued operations: Income (loss) from discontinued operations, net of tax19,690 52,460 33,900 * *Net gain (loss) from disposal of discontinuedoperations, net of tax979,359 — — * *Income (loss) from discontinued operations, net of tax999,049 52,460 33,900 * *Net income (loss)1,524,335 398,774 93,901 * *Less: Net income (loss) attributable to the noncontrollinginterest3,343 8,261 3,790 * *Net income (loss) attributable to CCIC stockholders$1,520,992 $390,513 $90,111 * *Dividends on preferred stock$(43,988) $(43,988) $(11,363) * *Net income (loss) attributable to CCIC common stockholders$1,477,004 $346,525 $78,748 *Percentage is not meaningful(a)Exclusive of depreciation, amortization and accretion, which are shown separately.26Results of OperationsWe have determined that presently, following the sale of CCAL, we have one reportable operating segment consisting of our U.S. operations, which isconsistent with our current operational and financial reporting structure. Our financial results are currently reported to the chief operating decision maker andthe board of directors in this manner.Prior to its sale in May 2015, CCAL, our previously 77.6% owned subsidiary that owned and operated towers in Australia, was a reportable segment. Asa result of the sale of CCAL, our historical financial statements have been reclassified for all periods presented to include CCAL on a discontinued operationsbasis. See also "Item 7. MD&A—General Overview—Sale of CCAL."We will continue our evaluation of our operating segments following the disposition of CCAL, and our change in strategic focus primarily to our U.S.business. To the extent we make changes to our financial reporting or organizational structure, including the integration of the Sunesys Acquisition, we willevaluate any impact such changes may have to our segment reporting.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. See "Item 2. MD&A—Accounting and Reporting Matters—Non-GAAP Financial Measures" for a discussion of ouruse of Adjusted EBITDA, including its definition and a reconciliation to net income (loss).2015 and 2014. See note 4 in our consolidated financial statements for further discussion of the impact of the Sunesys Acquisition.Net revenues for 2015 increased by $125.1 million, or 4%, from 2014. This increase in net revenues resulted from (1) an increase in site rental revenuesof $151.8 million, or 5%, and (2) a decrease in network services and other revenues of $26.7 million, or 4%, in each case as compared to 2014. This increasein site rental revenues was impacted by the following items, inclusive of straight-line accounting, in no particular order: tenant additions across our entireportfolio, renewals or extensions of tenant leases, escalations, construction of new wireless infrastructure including small cells, acquisitions, including theSunesys Acquisition, and non-renewals of tenant leases, predominately Sprint's decommissioning of its legacy Nextel iDEN network. Tenant additions wereinfluenced by our customers' ongoing efforts to improve network quality and capacity. See also "Item 1. Business—The Company" and "Item 1. Business—2015 Industry Highlights and Company Developments."Site rental gross margins for 2015 increased by $94.1 million, or 5%, from 2014. The increase in the site rental gross margins was related to thepreviously mentioned 5% increase in site rental revenues.Network services and other revenues for 2015 decreased $26.7 million, or 4%, from 2014, and is a reflection of (1) the volume of activity from carriernetwork enhancements and (2) the volume and mix of network services and other work. Our network services offering is of a variable nature as these revenuesare not under long-term contracts. Network services and other gross margin for 2015 increased by $16.2 million, or 6%, from 2014, and is a reflection ofchanges in the volume and mix of network services and other work.General and administrative expenses for 2015 increased by $53.6 million, or 21%, from 2014 and represented 8% of net revenues in 2015 and 7% of netrevenues in 2014. General and administrative expenses are inclusive of stock-based compensation charges. See also note 13 to our consolidated financialstatements. The increase in general and administrative expenses was related to the growth in our business, including the expansion in size of our wirelessinfrastructure portfolio primarily due to acquisitions and growth in small cells.Adjusted EBITDA for 2015 increased by $67.9 million, or 3%, from 2014. Adjusted EBITDA was positively impacted by the growth in our site rentalactivities, partially offset by the aforementioned increase in general and administrative expenses.Depreciation, amortization, and accretion for 2015 increased by $50.4 million, or 5%, from 2014. This increase predominately resulted from capitalexpenditures and acquisitions, including the Sunesys Acquisition.Interest expense and amortization of deferred financing costs decreased by $46.2 million, or 8%, from 2014 to 2015, primarily as a result of a $44.4million decrease in the amortization of previously settled interest rate swaps.As a result of repaying and redeeming certain of our debt, we incurred net losses of $4.2 million and $44.6 million for 2015 and 2014, respectively. Fora further discussion of the debt refinancings, see note 8 to our consolidated financial statements, "Item 7. MD&A—Liquidity and Capital Resources" and"Item 7A. Quantitative and Qualitative Disclosures About Market Risk."27Our acquisition and integration expenses for 2014 were $34.1 million and were related to our 2012 and 2013 acquisitions. See notes 1 and 4 to ourconsolidated financial statements.Other income (expense) for 2015 was income of $57.0 million, compared to income of $12.0 million for 2014. This change was predominately a resultof gains recorded during 2015 on foreign currency swaps that we entered into to manage and reduce our foreign currency risk related to our May 2015 sale ofCCAL. See note 9 to our consolidated financial statements.The benefit (provision) for income taxes for 2015 was a benefit of $51.5 million compared to a benefit of $11.2 million for 2014. For 2015, the effectivetax rate differed from the federal statutory rate predominately due to (1) our REIT status, including the dividends paid deduction, and (2) the de-recognitionof net deferred tax liabilities related to the inclusion of small cells in the REIT in January 2016, which resulted in a non-cash income tax benefit of $33.8million. For 2014, the effective tax rate differed from the federal statutory rate predominately due to our REIT status, including the dividends paid deduction.See "Item 7. MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" and note 11 to our consolidated financial statements.Income from discontinued operations, net of tax, decreased from 2014 to 2015 due to the sale of CCAL occurring mid-period on May 28, 2015. Inaddition, during 2015, we recorded a gain on the sale of discontinued operations, net of tax, of $1.0 billion.Net income (loss) attributable to CCIC stockholders for 2015 was income of $1.5 billion compared to income of $390.5 million for 2014. The increasein net income was predominately due to a the gain recorded on the sale of CCAL.2014 and 2013. See note 4 to our consolidated financial statements for further discussion of the impact of the the AT&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. See note 4 to our consolidated financial statements. This increase in site rental revenues wasalso impacted by the following items, inclusive of straight-line accounting, in no particular order: 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 long-term evolution ("LTE") networks and their ongoing efforts to improve network quality and capacity. Seealso "Item 1. Business—The Company."Site rental gross margins for 2014 increased by $276.0 million, or 16%, from 2013. The increase in 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 13 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 tenant additions on our existing wireless infrastructure.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. The 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 $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 $300.028million of the January 2010 tower revenue notes and (2) redeem all of the previously outstanding 7.125% senior notes. In 2013 and 2014, 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 repaying and redeeming certain of our debt, we incurred net losses of $44.6 million and $37.1million for 2014 and 2013, respectively. For a further discussion of the debt refinancings, see note 8 to our consolidated financial statements, "Item 7. MD&A—Liquidity and Capital Resources" and "Item 7A. Quantitative and Qualitative 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 4 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 11 to our consolidated financial statements.Net income (loss) attributable to CCIC stockholders for 2014 was income of $390.5 million compared to income of $90.1 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.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 cash flows and long-term dividends per share. We measure our efforts to create "long-term stockholder value" by thecombined payment of 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 2016 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 REIT status and our NOLs. See "Item 1. Business—2015 Industry Highlights and Company Developments—REIT Election," "Item 7.MD&A—General Overview" and note 11 to our consolidated financial statements.29Liquidity Position. The following is a summary of our capitalization and liquidity position. See "Item 7A. Quantitative and Qualitative DisclosuresAbout Market Risk" and note 8 to our consolidated financial statements for additional information regarding our debt. As of December 31, 2015 ActualAs Adjusted(c) (In thousands of dollars)Cash and cash equivalents(a)$178,810$119,789Undrawn revolving credit facility availability(b)1,205,0002,145,000Restricted cash135,731135,731Debt and other long-term obligations12,249,23812,099,749Total equity7,089,2217,058,691 (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)Amounts represent the Company's capitalization and liquidity position as of December 31, 2015, after giving effect to the receipt of the installment payment from the sale ofCCAL in January 2016 and our 2016 Refinancings.Over the next 12 months:•Our liquidity sources may include (1) cash on hand, (2) net cash provided by operating activities (net of cash interest payments), (3) undrawnavailability from our 2016 Revolver, and (4) issuances of equity pursuant to our ATM Program. Our liquidity uses over the next 12 months areexpected to include (1) debt service obligations of approximately $89 million (principal payments), (2) common stock dividend payments expectedto be $3.54 per share, or an aggregate of approximately $1.2 billion, subject to future approval by our board of directors (see "Item 7. MD&A—General Overview—Common Stock Dividend"), (3) Convertible Preferred Stock dividend payments of approximately $45 million, and (4) sustainingand discretionary capital expenditures (expected to be equal to or greater than current levels). During the next 12 months, we expect that ourliquidity sources should be sufficient to cover our expected uses. As CCIC is a holding company, this cash flow from operations is generated by ouroperating subsidiaries.•We have no scheduled contractual debt maturities other than principal payments on amortizing debt. See "Item 7A. Quantitative and QualitativeDisclosures About Market Risk" for a tabular presentation of our debt maturities as of December 31, 2015 and a discussion of anticipated repaymentdates.Summary Cash Flows Information Years Ended December 31, 201520142013 (In thousands of dollars)Net cash provided by (used for): Operating activities$1,794,025 $1,600,197 $1,171,059Investing activities(1,959,734) (1,216,709) (5,459,285)Financing activities(935,476) (462,987) 4,063,133Net increase (decrease) in cash and cash equivalents - continuing operations(1,101,185) (79,499) (225,093)Discontinued operations (see note 3): Net cash provided by (used for) operating activities2,700 65,933 66,597Net cash provided by (used for) financing activities1,103,577 (26,196) (61,684)Net increase (decrease) in cash and cash equivalents - discontinued operations1,106,277 39,737 4,913Operating ActivitiesThe increase in net cash provided by operating activities for 2015 from 2014 was due primarily to growth in our core business, including a net benefitfrom changes in working capital. The increase in net cash provided by operating activities for 2014 from 2013 was due primarily to (1) the AT&TAcquisition, (2) growth in our core business and net benefit from changes in working capital, and (3) growth in our network services. Changes in workingcapital (including changes in accounts receivable, deferred site rental receivables, deferred rental revenues, prepaid ground leases, restricted cash, andaccrued interest) can have a significant impact on net cash provided by operating activities, largely due to the timing of prepayments and receipts. We expectto grow our net cash provided by operating activities in the future (exclusive of movements in working capital) if we realize expected growth in our corebusiness.30Investing ActivitiesCapital ExpendituresOur capital expenditures are categorized as discretionary or sustaining, as described below.•Discretionary capital expenditures are those capital expenditures made with respect to activities which we believe exhibit sufficient potential toenhance long-term stockholder value. They consist of improvements to existing wireless infrastructure, construction of new wireless infrastructure,and, to a lesser extent, purchases of land assets under towers as we seek to manage our interests in the land beneath our towers. Improvements toexisting wireless infrastructure to accommodate tenant additions typically vary based on, among other factors: (1) the type of wireless infrastructure,(2) the scope, volume, and mix of work performed on the wireless infrastructure, (3) existing capacity prior to installation, or (4) changes in structuralengineering regulations and standards. Our decisions regarding capital expenditures are influenced by the availability and cost of capital andexpected returns on alternative uses of cash, such as payments of dividends and investments.•Sustaining capital expenditures consist of (1) corporate-related capital improvements and (2) maintenance on our wireless infrastructure assets thatenable our customers' ongoing quiet enjoyment of the wireless infrastructure.A summary of our capital expenditures for the last three years is as follows (in thousands of dollars): Discretionary capital expenditures increased from 2014 to 2015 primarily as a result of (1) improvements to existing wireless infrastructure toaccommodate new leasing and (2) the construction of new small cells. Our sustaining capital expenditures have historically been less than 2% of net revenuesannually and were approximately 3% of net revenues in 2015 due to expansion of our office facilities. See "Item 7. MD&A—General Overview—OutlookHighlights" for a discussion of our expectations surrounding 2016 capital expenditures.Sale of CCAL. See note 3 to our consolidated financial statements for a discussion of our May 2015 sale of CCAL, our previously 77.6% ownedAustralian subsidiary.31Foreign Currency Swaps. During May 2015, in conjunction with our sale of CCAL, we entered into foreign currency swaps to manage and reduce ourforeign currency risk associated with the sale of CCAL. See note 9 to our consolidated financial statements.Acquisitions. Acquisitions consist of the acquisition of businesses such as towers and small cells, including fiber portfolios. See notes 4 and 6 to ourconsolidated financial statements for a discussion of the 2015 Sunesys Acquisition, 2014 Land Acquisitions, and 2013 AT&T Acquisition.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 $1.2 billionduring the next 12 months, subject to future approval by our board of directors), paying dividends on our Convertible Preferred Stock (expected to beapproximately $45 million in 2016), purchasing our common stock, or purchasing, repaying, or redeeming our debt. See note 12 to our consolidatedfinancial statements.In 2014, our financing activities predominately related to (1) paying an aggregate of $624.3 million in dividends on our common stock, (2) amendingour previously outstanding 2012 Credit Facility and (3) issuing $850.0 million of 4.875% senior notes, due in April 2022, which provided us with funding torepay $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 8 to our consolidated financial statements.In 2015, our financing activities predominately related to (1) paying an aggregate of $1.1 billion in dividends on our common stock, (2) amending ourpreviously outstanding 2012 Credit Facility and (3) issuing $1.0 billion in May 2015 tower revenue notes which provided us with funding to repay $250.0million aggregate principal amount of August 2010 tower revenue notes, redeem all of the previously outstanding WCP securitized notes, and repay portionsof outstanding borrowings under our previously outstanding 2012 Credit Facility. See also "Item 7. MD&A—General Overview—Common Stock Dividend"for a discussion of the increase to our common stock dividend during the fourth quarter of 2015.In January 2016, we completed a new senior unsecured $5.5 billion 2016 Credit Facility and utilized the proceeds, together with cash on hand, to repayall outstanding borrowings under the previously outstanding 2012 Credit Facility. See "Item 7. MD&A—Liquidity and Capital Resources—Credit Facility."In February 2016, we issued $1.5 billion aggregate principal amount of investment grade senior unsecured notes ("2016 Senior Unsecured Notes"),which consist of (1) $600.0 million aggregated principal amount of 3.4% senior notes with a final maturity date of February 2021, and (2) $900.0 millionaggregate principal amount of 4.45% senior notes with a final maturity date of February 2026.We used the net proceeds from the 2016 Senior Unsecured Notes offering, together with cash on hand, to (1) repay in full all outstanding borrowingsunder the 364-Day Facility (and, in connection therewith, terminate all commitments thereunder), and (2) to repay $500.0 million of outstanding borrowingsunder the 2016 Revolver.Incurrences, Purchases and Repayments of Debt. See notes 8 and 19 to our consolidated financial statements for a discussion of our recent issuances,purchases, and repayments of debt. Our debt issuances extended the maturities of our debt portfolio, provided funding for our acquisitions and our repaymentof previously existing debt, and lowered our cost of debt. See "Item 7. MD&A—Liquidity and Capital Resources—Overview—Liquidity Position." Aftergiving effect to our 2016 Refinancings, approximately 48% of our debt is secured. Certain of our wireless infrastructure is held in subsidiaries whose equityinterests have been pledged, directly or indirectly, along with other collateral to secure such indebtedness. See notes 8 and 19 to our consolidated financialstatements.Common Stock. As of December 31, 2015, 2014, and 2013, we had 333.8 million, 333.9 million, and 334.1 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, 2015, we paid an aggregate of $1.1 billion in dividends on our common stock. See "Item 1. Business—Strategy" andnote 12 to our consolidated financial statements.ATM Program. In August 2015, we established an ATM Program through which we may, from time to time, issue and sell shares of our common stockhaving an aggregate gross sales price of up to $500.0 million to or through sales agents. Sales, if any, under the ATM Program may be made by means ofordinary brokers' transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailingmarket prices or, subject to our specific instructions, at negotiated prices. We intend to use the net proceeds from any sales under the ATM Program forgeneral corporate purposes, which may include the funding of future acquisitions or investments and the repayment or repurchase of any outstanding32indebtedness. As of February 15, 2016, no shares of common stock were sold under the ATM Program. See note 12 to our consolidated financial statements.Convertible Preferred Stock. In October 2013, we issued 9.8 million shares of Convertible Preferred Stock, the net proceeds of which were used topartially fund the AT&T Acquisition. Unless converted earlier, each outstanding share of the Convertible Preferred Stock will automatically convert onNovember 1, 2016. Currently, each share of Convertible Preferred Stock will convert into shares of common stock at a conversion rate between 1.1538 shares(based on the current maximum conversion price of $86.67) and 1.4421 shares (based on the current minimum conversion price of $69.34), depending on theapplicable market value of the common stock and subject to certain anti-dilution adjustments. At any time prior to November 1, 2016, holders of theConvertible Preferred Stock may elect to convert all or a portion of their shares into common stock at the minimum conversion rate of 1.1538, subject tocertain anti-dilution adjustments.Credit Facility.During 2015, we repaid a total of $1.4 billion and borrowed $1.8 billion under the previously outstanding 2012 Revolver.In January 2016, we completed a new unsecured $5.5 billion 2016 Credit Facility, consisting of (1) a $2.5 billion unsecured 2016 Revolver maturingon January 21, 2021, (2) a $1.0 billion Senior Unsecured 364-Day Revolving Credit Facility ("364-Day Facility") maturing on January 19, 2017, and (3) a$2.0 billion Senior Unsecured Term Loan A Facility ("2016 Term Loan A") maturing on January 21, 2021. As of February 15, 2016, the 364-Day Facility wasterminated. See note 19 to our consolidated financial statements.The 2016 Credit Facility bears interest at a per annum rate equal to LIBOR plus 1.125% to 2.000%, based on our senior unsecured debt rating. The proceeds of the loans under the 2016 Credit Facility, together with cash on hand, were used to repay all outstanding borrowings under thepreviously outstanding 2012 Credit Facility. The 2016 Revolver may be used for general corporate purposes, which may include the financing of capital expenditures, acquisitions, and purchases ofour common stock. See notes 4, 8, and 19 to our consolidated financial statements.As of February 15, 2016, there was approximately $2.1 billion in availability under the 2016 Revolver. 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 8 to our consolidated financial statements.Contractual Cash ObligationsThe following table summarizes our contractual cash obligations as of December 31, 2015, after giving effect to our 2016 Refinancings. Thesecontractual cash obligations relate primarily to our outstanding borrowings or lease obligations for land interests under our towers. The debt maturities reflectcontractual maturity dates and do not consider the impact of the principal payments that will commence following the anticipated repayment dates on thetower revenue notes (see footnote (b)). Years Ending December 31,Contractual Obligations(a)20162017201820192020 Thereafter Totals (In thousands of dollars)Debt and other long-term obligations(b)$88,521 $597,262 $131,301 $135,534 $199,535 $10,954,173 $12,106,326Interest payments on debt and other long-term obligations(c)(d)472,356 537,172 541,848 539,537 612,709 8,129,002 10,832,624Lease obligations(e)564,114 571,325 575,605 579,376 580,894 7,669,357 10,540,671Total contractual obligations$1,124,991 $1,705,759 $1,248,754 $1,254,447 $1,393,138 $26,752,532 $33,479,621____________________(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, 2015, are exclusive of estimatedundiscounted future cash outlays for asset retirement obligations of approximately $1.1 billion. As of December 31, 2015, the net present value of these asset retirementobligations was approximately $132.1 million.•We are contractually obligated to pay or reimburse others for property taxes related to our wireless infrastructure.33•We have the option to purchase approximately 54% of our towers that are leased or subleased or operated and managed under master leases, subleases, and other agreementswith AT&T, Sprint, and T-Mobile at the end of their respective lease terms. We have no obligation to exercise such purchase options. See note 1 to our consolidated 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 tower revenuenotes 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. The August2010 tower revenue notes consist of two series of notes with principal amounts of $300.0 million and $1.0 billion, having anticipated repayment dates in 2017 and 2020,respectively. See notes 8 and 19 to our consolidated financial statements for a discussion of our recent refinancing activities.(c)If the tower revenue notes are not repaid in full by the applicable anticipated repayment dates, the applicable interest rate increases by approximately 5% per annum and monthlyprincipal payments commence using the Excess Cash Flow (as defined in the indenture governing the applicable tower revenue notes) of the issuers of the tower revenue notes.The tower revenue notes are presented based on their contractual maturity dates ranging from 2037 to 2045 and include the impact of an assumed 5% increase in interest rate thatwould occur following the anticipated repayment dates but exclude the impact of monthly principal payments that would commence using Excess Cash Flow (as defined in theindenture governing the applicable tower revenue notes) of the issuers of the tower revenue notes. The full year 2015 Excess Cash Flow (as defined in the indenture governingthe applicable tower revenue notes) of the issuers of the tower revenue notes was approximately $495.4 million. We currently expect to refinance these notes on or prior to therespective 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 chart summarizes our rights to the land interests under our towers, including renewal terms at our option, as of December 31, 2015. As ofDecember 31, 2015, the leases for land interests under our towers had an average remaining life in excess of 30 years, weighted based on site rental grossmargin. See "Item 1A. Risk Factors." (a)Without consideration of the term of the tenant lease.(b)Inclusive of fee interests and perpetual easements.34Debt CovenantsThe credit agreement governing the 2016 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 8 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 2016 Credit Facility asof December 31, 2015 after giving effect to the receipt of the installment payment from the sale of CCAL in January 2016 and our 2016 Refinancings.Borrower / IssuerFinancial Maintenance Covenant(a)(b)Covenant Level RequirementAs of December 31, 2015CCICTotal Net Leverage Ratio≤ 6.50x5.4xCCICTotal Senior Secured Leverage Ratio≤ 3.50x2.5xCCICConsolidated Interest Coverage Ratio(c)N/AN/A (a)Failure to comply with the financial maintenance covenants would, absent a waiver, result in an event of default under the credit agreement governing our 2016 Credit Facility.(b)As defined in the credit agreement governing our 2016 Credit Facility.(c)Applicable solely to the extent that the senior unsecured debt rating by any two of S&P, Moody's and Fitch is lower than BBB-, Baa3 or BBB-, respectively. If applicable, theconsolidated interest coverage ratio must be greater than or equal to 2.50.Off-balance Sheet ArrangementsWe have no off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.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 2015 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. 82% of our total revenue for 2015 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 7 to our consolidated financial statements.As part of our effort to provide comprehensive wireless infrastructure solutions, we offer certain network services relating to our wireless infrastructure,which represent approximately 18% of our total revenues for 2015. Network services and other revenue consists of (1) site development services and (2)installation services. Network services revenues are recognized after completion of the applicable service. We account for network services separately fromthe customer's site rental. See "Item 1. Business—The Company" for a further discussion of our business.35Accounting for Acquisitions — General. As described in "Item 1. Business," much of our wireless infrastructure has been acquired in various transactionsfrom the four largest wireless carriers (or their predecessors) through transactions consummated since 1999. We evaluate each of our acquisitions to determineif it should be accounted for as a business combination or as an acquisition of assets. For our business combinations, we allocate the purchase price to theassets acquired and liabilities assumed based on their estimated fair value at the date of acquisition. Any purchase price in excess of the net fair value of theassets 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.Accounting for Acquisitions — Leases. With respect to business combinations that include towers that we lease and operate, such as the AT&T, T-Mobile, and Sprint 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, 2015, our largest asset was property and equipment, which primarily consists of wirelessinfrastructure, followed by goodwill and intangible assets. Our identifiable intangible assets predominately relate to the site rental contracts and customerrelationships intangible assets. See note 2 to our consolidated financial statements for further information regarding the nature and composition of the siterental contracts and 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.36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 wireless infrastructure in the portfolio. We re-evaluate the appropriateness of the pooledgroups at least annually. This use of grouping is based in part on (1) our limitations regarding disposal of wireless infrastructure, (2) the interdependencies ofwireless infrastructure portfolios, and (3) the manner in which wireless infrastructure is traded in the marketplace. The vast majority of our site rental contractsand customer relationships intangible assets and property and equipment are pooled into the U.S. owned wireless infrastructure group. Secondly, andseparately, we pool site rental contracts and customer relationships by significant tenant or by tenant grouping for individually insignificant tenants, asappropriate, for purposes of determining the unit of account for impairment testing because we associate the value ascribed to site rental contracts andcustomer relationships intangible assets to the underlying contracts and related customer 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 2015, 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.37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. We test goodwill for impairment on an annual basis, regardless of whetheradverse events or changes in circumstances have occurred. The annual test begins with goodwill and all intangible assets being allocated to applicablereporting units. We then perform a qualitative assessment to determine whether it is "more likely than not" that the fair value of the reporting unit is less thanits carrying amount. If it is concluded that it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount, it is necessary toperform the two-step goodwill impairment test. Otherwise the two-step goodwill impairment test is not required. During 2015, we sold our Australianoperations and our reporting units changed from U.S. operations and Australian operations to towers and small cells. We performed a relative fair valueallocation of goodwill when the change in reporting units occurred. See notes 3 and 16 to our consolidated financial statements regarding the sale of CCALand change in reportable segments.We performed our most recent annual goodwill impairment test as of October 1, 2015, which resulted in no impairments.This assessment included consideration of our market capitalization which exceeded over three times the aggregate carrying amount of the reporting units asof December 31, 2015.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 or benefit for federal income taxes for the year ended December 31, 2015 relates to TRSs. Furthermore, as a result of the deduction fordividends paid, some or all of our NOLs related to our REIT may expire without utilization. See "Item 1. Business—2015 Industry Highlights and CompanyDevelopments—REIT Election" for a discussion of the impact 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 1. Business—2015 Industry Highlights and Company Developments—REIT Election" for a discussion of our inclusion ofsmall cells in the REIT effective January 1, 2016. Our ability to utilize our NOLs is dependent, in part, upon our having sufficient future earnings to utilizeour NOLs before they expire. If market conditions change materially and we determine that we will be unable to generate sufficient taxable income in thefuture to utilize our NOLs, we would be required to record an additional valuation allowance, which would reduce our earnings. Such adjustments couldcause a material effect on our results of operations for the period of the adjustment. The change in our valuation allowance 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" and note 11 to ourconsolidated financial statements.Accounting PronouncementsRecently Adopted Accounting Pronouncements. See note 2 to our consolidated financial statements.Recent Accounting Pronouncements Not Yet Adopted. See note 2 to our consolidated financial 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." Our measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including companies in the towersector and other similar providers of wireless infrastructure, and is not a measure of performance calculated in accordance with GAAP. Adjusted EBITDAshould 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, investingand financing activities, or other income statement or cash flow statement data prepared in accordance with 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, gains (losses) on foreign currency swaps, impairment ofavailable-for-sale securities, interest income, other income (expense), benefit (provision) for income taxes, cumulative effect of a change in accountingprinciple, income (loss) from discontinued operations and stock-based compensation expense. The reconciliation of Adjusted EBITDA to our net income(loss) is set forth below. Adjusted EBITDA is not intended as an alternative measure of operating results or cash flows from operations38as determined in accordance with GAAP, and our definition of Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Year Ended December 31, 2015 2014 2013Net income (loss)$1,524,335 $398,774 $93,901Adjustments to increase (decrease) net income (loss): Income (loss) from discontinued operations(999,049) (52,460) (33,900)Asset write-down charges33,468 14,246 13,595Acquisition and integration costs15,678 34,145 25,574Depreciation, amortization and accretion1,036,178 985,781 741,342Amortization of prepaid lease purchase price adjustments20,531 19,972 15,472Interest expense and amortization of deferred financing costs527,128 573,291 589,630Gains (losses) on retirement of long-term obligations4,157 44,629 37,127Interest income(1,906) (315) (956)Other income (expense)(57,028) (11,993) 3,902Benefit (provision) for income taxes(51,457) (11,244) 191,000Stock-based compensation expense67,148 56,431 39,031Adjusted EBITDA(a)$2,119,183 $2,051,257 $1,715,718 (a)The above reconciliation excludes the items included in the Company's Adjusted EBITDA definition which are not applicable to the periods shown.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 segment;•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;•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.39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 which may adversely affect our results of operations and financial position.We seek to manage exposure to changes in interest rates where economically prudent to do so by utilizing fixed rate debt.Our interest rate risk relates primarily to the impact of interest rate movements on the following, after giving effect to our 2016 Refinancings:•the potential refinancing of our $12.1 billion in existing debt, compared to $11.9 billion in the prior year;•our $2.4 billion of floating rate debt representing approximately 19% of total debt, compared to 35% 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 no debt maturities that haveanticipated repayment dates during 2016. As of December 31, 2015 and December 31, 2014, we had no interest rate swaps hedging any refinancings. Seebelow for a tabular presentation of our scheduled contractual debt maturities as of December 31, 2015, after giving effect to our 2016 Refinancings, and adiscussion 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, 2015,after giving effect to our 2016 Refinancings, we had $2.4 billion of floating rate debt, none of which had LIBOR floors. As a result, a hypotheticalunfavorable fluctuation 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 $2.9 million after giving effect to our 2016 Refinancings. 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.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.40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, 2015 after giving effect to our 2016 Refinancings. These debt maturities reflect contractual maturity dates, anddo not consider the impact of the principal payments that will commence following the anticipated repayment dates of certain notes (see footnotes (c) and(d)). See note 8 to our consolidated financial statements for additional information regarding our debt. Future Principal Payments and Interest Rates by the Debt Instruments' Contractual Year of Maturity 2016 2017 2018 2019 2020 Thereafter Total Fair Value(a) (Dollars in thousands)Fixed rate debt(c)$51,021 $547,262(f) $43,801 $35,534 $24,535 $9,049,173 $9,751,326 $10,063,119Average interest rate(b)(c)(d)4.4% 2.6% 4.8% 5.0% 5.2% 6.9% 6.6% Variable rate debt(e)$37,500 $50,000 $87,500 $100,000 $175,000 $1,905,000 $2,355,000 $2,355,000Average interest rate(e)2.3% 3.0% 3.4% 3.5% 3.8% 3.9% 3.8% (a)The fair value of our debt is based on indicative quotes (that is, non-binding quotes) from brokers that require judgment to interpret market information, including implied 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) and (d)).(c)The impact of principal payments that will commence following the anticipated repayment dates is not considered. The January 2010 tower revenue notes consist of two series ofnotes with principal amounts of $350.0 million and $1.3 billion, having anticipated repayment dates in 2017 and 2020, respectively. The August 2010 tower revenue notesconsist of two series of notes with principal amounts of $300.0 million and $1.0 billion, having anticipated repayment dates in 2017 and 2020, respectively. See note 8 to ourconsolidated financial statements for a discussion of our issuance of $1.0 billion of the May 2015 tower revenue notes with anticipated repayment dates ranging between 2022and 2025. See note 19 to our consolidated financial statements for a discussion of the Company's 2016 refinancing activities, including the issuance of the 2016 Senior UnsecuredNotes.(d)If the tower revenue notes are not repaid in full by the applicable anticipated repayment dates, the applicable interest rate increases by approximately 5% per annum and monthlyprincipal payments commence using the Excess Cash Flow (as defined in the indenture governing the applicable tower revenue notes) of the issuers of the tower revenue notes.The tower revenue notes are presented based on their contractual maturity dates ranging from 2037 to 2045 and include the impact of an assumed 5% increase in interest rate thatwould occur following the anticipated repayment dates but exclude the impact of monthly principal payments that would commence using Excess Cash Flow of the issuers of thetower revenue notes. The full year 2015 Excess Cash Flow of the issuers of the tower revenue notes was approximately $495.4 million. We currently expect to refinance thesenotes on or prior to the respective anticipated repayment dates.(e)Predominantly consists of $2.0 billion 2016 Term Loan A maturing in 2021. See note 19 to our consolidated financial statements.(f)Predominately consists of $500 million in aggregate principal amount of 2.381% secured notes due 2017.41Item 8. Financial Statements and Supplementary DataCrown Castle International Corp. and SubsidiariesIndex to Consolidated Financial Statements and Financial Statement Schedules PageReport of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm43Consolidated Balance Sheet as of December 31, 2015 and 201444Consolidated Statement of Operations and Comprehensive Income (Loss) for each of the three years in the period ended December 31, 201545Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, 201546Consolidated Statement of Equity for each of the three years in the period ended December 31, 201547Notes to Consolidated Financial Statements50Schedule II - Valuation and Qualifying Accounts82Schedule III - Schedule of Real Estate and Accumulated Depreciation8342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), ofequity and of cash flows present fairly, in all material respects, the financial position of Crown Castle International Corp. and its subsidiaries ("the Company")at December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 inconformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement scheduleslisted in the accompanying index appearing under Item 15(a)(2) present fairly, in all material respects, the information set forth therein when read inconjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internalcontrol over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by theCommittee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements andfinancial statement schedules, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal controlover financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9B. Our responsibility is toexpress opinions on these financial statements, on the financial statement schedules, and on the Company's internal control over financial reporting based onour integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Thosestandards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatementand whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements includedexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used andsignificant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reportingincluded obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as weconsidered 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 22, 201643CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEET(In thousands of dollars, except share amounts) December 31, 2015 2014ASSETS Current assets: Cash and cash equivalents$178,810 $151,312Restricted cash130,731 147,411Receivables, net of allowance of $9,574 and $10,037, respectively313,296 313,308Prepaid expenses133,194 138,873Other current assets225,214 119,309Assets from discontinued operations (see note 3)—412,783Total current assets981,245 1,282,996Deferred site rental receivables1,306,408 1,202,058Property and equipment, net9,580,057 8,982,783Goodwill5,513,551 5,196,485Site rental contracts and customer relationships, net3,421,180 3,287,144Other intangible assets, net358,735 394,407Long-term prepaid rent, deferred financing costs and other assets, net875,069 797,403Total assets$22,036,245 $21,143,276LIABILITIES AND EQUITY Current liabilities: Accounts payable$159,629 $162,397Accrued interest66,975 66,943Deferred revenues322,623 279,882Other accrued liabilities199,923 182,081Current maturities of debt and other obligations106,219 113,335Liabilities from discontinued operations (see note 3)—127,493Total current liabilities855,369 932,131Debt and other long-term obligations12,143,019 11,807,526Other long-term liabilities1,948,636 1,666,391Total liabilities14,947,024 14,406,048Commitments and contingencies (see note 14) CCIC stockholders' equity: Common stock, $.01 par value; 600,000,000 shares authorized; shares issued and outstanding: December 31, 2015—333,771,660 and December 31, 2014—333,856,6323,338 3,3394.50% Mandatory Convertible Preferred Stock, Series A, $.01 par value; 20,000,000 shares authorized; shares issued andoutstanding: December 31, 2015 and 2014—9,775,000; aggregate liquidation value: December 31, 2015 and 2014—$977,50098 98Additional paid-in capital9,548,580 9,512,396Accumulated other comprehensive income (loss)(4,398) 15,820Dividends/distributions in excess of earnings(2,458,397) (2,815,428)Total CCIC stockholders' equity7,089,221 6,716,225Noncontrolling interest from discontinued operations— 21,003Total equity7,089,221 6,737,228Total liabilities and equity$22,036,245 $21,143,276See accompanying notes to consolidated financial statements.44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, 2015 2014 2013Net revenues: Site rental$3,018,413 $2,866,613 $2,371,380Network services and other645,438 672,143 494,371 3,663,851 3,538,756 2,865,751Operating expenses: Costs of operations(a): Site rental963,869 906,152 686,873Network services and other357,557 400,454 304,144General and administrative310,921 257,296 213,519Asset write-down charges33,468 14,246 13,595Acquisition and integration costs15,678 34,145 25,574Depreciation, amortization and accretion1,036,178 985,781 741,342Total operating expenses2,717,671 2,598,074 1,985,047Operating income (loss)946,180 940,682 880,704Interest expense and amortization of deferred financing costs(527,128) (573,291) (589,630)Gains (losses) on retirement of long-term obligations(4,157) (44,629) (37,127)Interest income1,906 315 956Other income (expense)57,028 11,993 (3,902)Income (loss) from continuing operations before income taxes473,829 335,070 251,001Benefit (provision) for income taxes51,457 11,244 (191,000)Income (loss) from continuing operations525,286 346,314 60,001Discontinued operations (see note 3): Income (loss) from discontinued operations, net of tax19,690 52,460 33,900Net gain (loss) from disposal of discontinued operations, net of tax979,359 — —Income (loss) from discontinued operations, net of tax999,049 52,460 33,900Net income (loss)1,524,335 398,774 93,901Less: Net income (loss) attributable to the noncontrolling interest3,343 8,261 3,790Net income (loss) attributable to CCIC stockholders1,520,992 390,513 90,111Dividends on preferred stock(43,988) (43,988) (11,363)Net income (loss) attributable to CCIC common stockholders$1,477,004 $346,525 $78,748Net income (loss)$1,524,335 $398,774 $93,901Other comprehensive income (loss): Interest rate swaps reclassified into results of operations, net of taxes18,725 63,148 82,043Foreign currency translation adjustments(14,137) (25,432) (45,714)Amounts reclassified into discontinued operations for foreign currency translation adjustments (seenote 3)(25,678) — —Total other comprehensive income (loss)(21,090) 37,716 36,329Comprehensive income (loss)1,503,245 436,490 130,230Less: Comprehensive income (loss) attributable to the noncontrolling interest— 6,545 1,940Comprehensive income (loss) attributable to CCIC stockholders$1,503,245 $429,945 $128,290Net income (loss) attributable to CCIC common stockholders, per common share: Income (loss) from continuing operations, basic$1.45 $0.91 $0.16Income (loss) from discontinued operations, basic$2.99 $0.13 $0.10Net income (loss) attributable to CCIC common stockholders, basic$4.44 $1.04 $0.26Income (loss) from continuing operations, diluted$1.44 $0.91 $0.16Income (loss) from discontinued operations, diluted$2.98 $0.13 $0.10Net income (loss) attributable to CCIC common stockholders, diluted$4.42 $1.04 $0.26Weighted-average common shares outstanding (in thousands): Basic333,002 332,302 298,083Diluted334,062 333,265 299,293Dividends/distributions declared per share$3.35 $1.87 $— (a)Exclusive of depreciation, amortization and accretion shown separately.See accompanying notes to consolidated financial statements.45CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF CASH FLOWS(In thousands of dollars) Years Ended December 31, 201520142013 Cash flows from operating activities: Net income (loss) from continuing operations$525,286 $346,314 $60,001 Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: Depreciation, amortization and accretion1,036,178 985,781 741,342 Gains (losses) on retirement of long-term obligations4,157 44,629 37,127 Gains (losses) on settled swaps(54,475) — — Amortization of deferred financing costs and other non-cash interest37,126 80,854 99,245 Stock-based compensation expense60,773 51,497 39,030 Asset write-down charges33,468 14,246 13,595 Deferred income tax benefit (provision)(60,618) (21,859) 174,269 Other non-cash adjustments, net(8,915) (25,679) 2,974 Changes in assets and liabilities, excluding the effects of acquisitions: Increase (decrease) in accrued interest32 1,361 12,990 Increase (decrease) in accounts payable(5,287) 12,281 28,665 Increase (decrease) in deferred revenues, deferred ground lease payables, other accrued liabilitiesand other liabilities325,880 397,363 242,687 Decrease (increase) in receivables12,668 (77,116) (64,026) Decrease (increase) in prepaid expenses, deferred site rental receivables, long-term prepaid rent,restricted cash and other assets(112,248) (209,475) (216,840) Net cash provided by (used for) operating activities1,794,025 1,600,197 1,171,059 Cash flows from investing activities: Payment for acquisitions of businesses, net of cash acquired(1,102,179) (461,651) (4,931,752) Capital expenditures(908,892) (758,535) (534,809) Receipts from foreign currency swaps54,475 — — Other investing activities, net(3,138) 3,477 7,276 Net cash provided by (used for) investing activities(1,959,734) (1,216,709) (5,459,285) Cash flows from financing activities: Proceeds from issuance of long-term debt1,000,000 845,750 1,618,430 Net proceeds from issuance of capital stock— — 2,980,586 Net proceeds from issuance of preferred stock— — 950,886 Principal payments on debt and other long-term obligations(102,866) (116,426) (101,322) Purchases and redemptions of long-term debt(1,069,337) (836,899) (762,970) Purchases of capital stock(29,657) (21,872) (99,458) Borrowings under revolving credit facility1,790,000 1,019,000 976,032 Payments under revolving credit facility(1,360,000) (698,000) (1,855,032) Payments for financing costs(19,642) (15,899) (30,001) Net (increase) decrease in restricted cash16,458 30,010 385,982 Dividends/distributions paid on common stock(1,116,444) (624,297) — Dividends paid on preferred stock(43,988) (44,354) — Net cash provided by (used for) financing activities(935,476) (462,987) 4,063,133 Net increase (decrease) in cash and cash equivalents - continuing operations(1,101,185) (79,499) (225,093) Discontinued operations (see note 3): Net cash provided by (used for) operating activities2,700 65,933 66,597 Net cash provided by (used for) investing activities1,103,577 (26,196) (61,684) Net increase (decrease) in cash and cash equivalents - discontinued operations1,106,277 39,737 4,913 Effect of exchange rate changes on cash(1,902) (8,012) 2,210 Cash and cash equivalents at beginning of year175,620(a) 223,394(a) 441,364(a) Cash and cash equivalents at end of year$178,810 $175,620(a) $223,394(a) ________________(a)Inclusive of cash and cash equivalents included in discontinued operations.See accompanying notes to consolidated financial statements.46CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF EQUITY(In thousands of dollars, except share amounts) CCIC Stockholders' Equity Common Stock 4.50% MandatoryConvertible Preferred Stock Accumulated Other Comprehensive Income (Loss) ("AOCI") Shares ($.01 Par) Shares ($.01 Par) AdditionalPaid-InCapital ForeignCurrencyTranslationAdjustments DerivativeInstruments Total AOCI Dividends/Distributionsin Excess of Earnings Noncontrollinginterest fromdiscontinuedoperations TotalBalance,December 31,2012293,164,786 $2,932 ——$— $5,623,595 $102,125 $(163,916) $(61,791) $(2,625,990) $12,518 $2,951,264Stock-basedcompensationrelatedactivity, netof forfeitures934,691 9 ——— 39,021 — — — — — 39,030Purchases andretirement ofcapital stock(1,429,461) (14) ——— (99,444) — — — — — (99,458)Net proceedsfrom issuanceof CommonStock41,400,000 414 — — 2,980,172 — — — — — 2,980,586Net proceedsfrom issuanceof preferredstock— — 9,775,000 98 950,788 — — — — — 950,886Othercomprehensiveincome (loss)(a)— — ——— — (43,864) 82,043 38,179 — (1,850) 36,329Preferred stockdividends— — ——— (11,363) — — — — — (11,363)Net income(loss)— — ——— — — — — 90,111 3,790 93,901Balance,December 31,2013334,070,016 $3,341 9,775,000$98 $9,482,769 $58,261 $(81,873) $(23,612) $(2,535,879) $14,458 $6,941,175 (a)See the consolidated statement of operations and comprehensive income (loss) for the components of "total other comprehensive income (loss)" and note 9 with respect to thereclassification adjustment.47CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF EQUITY(In thousands of dollars, except share amounts) CCIC Stockholders’ Equity Common Stock 4.50% MandatoryConvertible PreferredStock AOCI Shares ($.01 Par) Shares ($.01 Par) AdditionalPaid-InCapital ForeignCurrencyTranslationAdjustments DerivativeInstruments TotalAOCI Dividends/Distributionsin Excess of Earnings Noncontrollinginterest fromdiscontinuedoperations TotalBalance, December 31,2013334,070,016 $3,341 9,775,000 $98 $9,482,769 $58,261 $(81,873) $(23,612) $(2,535,879) $14,458 $6,941,175Stock-basedcompensation relatedactivity, net offorfeitures79,490 1 — — 51,496 — — — — — 51,497Purchases and retirementof capital stock(292,874) (3) — — (21,869) — — — — — (21,872)Other comprehensiveincome (loss)(a)— — — — — (23,716) 63,148 39,432 — (1,716) 37,716Common stockdividends/distributions— — — — — — — — (626,074) — (626,074)Preferred stockdividends— — — — — — — — (43,988) — (43,988)Net income (loss)— — — — — — — — 390,513 8,261 398,774Balance, December 31,2014333,856,632 $3,339 9,775,000 $98 $9,512,396 $34,545 $(18,725) $15,820 $(2,815,428) $21,003 $6,737,228 (a)See the consolidated statement of operations and comprehensive income (loss) for the components of "total other comprehensive income (loss)" and note 9 with respect to thereclassification adjustment.See accompanying notes to consolidated financial statements.48CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF EQUITY(In thousands of dollars, except share amounts) CCIC Stockholders' Equity Common Stock 4.50% MandatoryConvertible PreferredStock Accumulated Other Comprehensive Income (Loss) ("AOCI") Shares ($.01 Par) Shares ($.01 Par) AdditionalPaid-InCapital ForeignCurrencyTranslationAdjustments DerivativeInstruments Total AOCI Dividends/Distributionsin Excess of Earnings Noncontrollinginterest fromdiscontinuedoperations TotalBalance, December 31,2014333,856,632 $3,339 9,775,000 $98 $9,512,396 $34,545 $(18,725) $15,820 $(2,815,428) $21,003 $6,737,228Stock-basedcompensation relatedactivity, net offorfeitures251,554 2 ——— 65,838 — — — — — 65,840Purchases and retirementof capital stock(336,526) (3) ——— (29,654) — — — — — (29,657)Other comprehensiveincome (loss)(a)— — ——— — (38,943) 18,725 (20,218) — (872) (21,090)Disposition of CCAL— — ——— — — — — — (23,474) (23,474)Common stockdividends/distributions— — — — — — — — (1,119,973) — (1,119,973)Preferred stockdividends— — ——— — — — — (43,988) — (43,988)Net income (loss)— — ——— — — — — 1,520,992 3,343 1,524,335Balance, December 31,2015333,771,660 $3,338 9,775,000 $98 $9,548,580 $(4,398) $— $(4,398) $(2,458,397) $— $7,089,221 (a)See the consolidated statement of operations and comprehensive income (loss) for the components of "total other comprehensive income (loss)" and note 9 with respect to thereclassification adjustment.See accompanying notes to consolidated financial statements.49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 (2) small cell networks supported by fiber (collectively, "small cells" and, together with towers, "wireless infrastructure"). The Companyconducts operations through subsidiaries of Crown Castle Operating Company ("CCOC"), including certain subsidiaries which operate wireless infrastructureportfolios in the United States, including Puerto Rico ("U.S."). See note 3 for a discussion of the May 2015 sale of the Company's formerly 77.6% ownedsubsidiary that operated towers in Australia (referred to as "CCAL").The Company's core business is providing access, including space or capacity, to its shared wireless infrastructure via long-term contracts in variousforms, including licenses, subleases and lease agreements (collectively, "leases"). The Company's wireless infrastructure is geographically dispersedthroughout the U.S.Approximately 54% of the Company's towers are leased or subleased or operated and managed under master leases, subleases, or other agreements withAT&T, Sprint, and T-Mobile. 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 23% 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 initial term of approximately 28 years, weighted on site rental gross margin. The Company has theoption to purchase the leased and subleased towers from AT&T at the end of the respective lease or sublease terms for aggregate option paymentsof approximately $4.2 billion, which payments, if exercised, would be due between 2032 and 2048.◦Approximately 16% of the Company's towers are leased or subleased or operated and managed for an initial period of 32 years (through 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 initial term of approximately 28 years, weighted on site rental gross margin. The Company hasthe option 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 4), 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).As part of the Company's effort to provide comprehensive wireless infrastructure solutions, it offers certain network services relating to its wirelessinfrastructure, consisting of (1) the following site development services relating to existing or new tenant equipment installations on its wirelessinfrastructure: site acquisition, architectural and engineering, or zoning and permitting (collectively, "site development services") and (2) tenant equipmentinstallation or subsequent augmentations (collectively, "installation services").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 11.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.50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, 201520142013 Net cash provided by (used from) operating activities$3,974 $6,148 $(1,637) Net cash provided by (used from) investing activities$(3,752) $(44) $8,067 Net cash provided by (used from) financing activities$16,458 $30,011 $385,982(a) (a)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 a portion of space on a tower) and for which fair value isnot objectively determinable, then such a lease is accounted for as an operating lease. As applicable, operating leases are recognized on a straight-line basisas 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 any51NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)associated deferred ground lease payable or unamortized above-market leases. Depreciation is computed utilizing the straight-line method at rates basedupon the estimated useful lives of the various classes of assets. Depreciation of wireless infrastructure is computed with a useful life equal to the shorter of 20years or the term of the underlying ground lease (including optional renewal periods). Additions, renewals, and improvements are capitalized, whilemaintenance and repairs are expensed. Labor and interest costs incurred directly related to the construction of certain property and equipment are capitalizedduring the construction phase of projects. For the years ended December 31, 2015, 2014, and 2013, the Company had $36.7 million, $24.2 million and $17.6million in capitalized labor costs, respectively. The carrying value of property and equipment is reviewed for impairment whenever events or changes incircumstances indicate that the carrying amount 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 $27.0 million, $9.3 million, and $8.9 million for the years ended December 31, 2015, 2014, and 2013,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 a comparison of the estimated fair value of the reporting unit and the carrying value of the reporting unit. The first step, commonly referred toas a "step-one impairment test," is a screen for potential impairment while the second step measures the amount of impairment if there is an indication fromthe first step that one exists. The Company's measurement of the fair value for goodwill is based on an estimate of discounted expected future cash flows ofthe reporting unit. The Company performed its most recent annual goodwill impairment test as of October 1, 2015, which resulted 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, or (3) other contractual rights such astrademarks. The site rental contracts and customer relationships intangible assets are comprised of (1) the current term of the existing leases, (2) the expectedexercise of the renewal provisions contained within the existing leases, which automatically occur under contractual provisions, or (3) any associatedrelationships that are expected to generate value following the expiration of all renewal 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.52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, net" onthe Company'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 installation services are billed on a cost-plusprofit 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 a53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 assetsrelated 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, 2015 and 2014, the Company had $55.3 million and $60.7 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). See note 4 for a discussion of our acquisitions during 2013, 2014, and 2015. Inaddition, during 2012, the Company acquired (1) rights to approximately 7,100 towers through the T-Mobile Acquisition and (2) NextG Networks, Inc., thethen largest U.S operator of outdoor distributed antenna systems ("DAS"), a type of small cells.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.54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, 201520142013Interest expense on debt obligations$490,002 $492,437 $490,385Amortization of deferred financing costs22,077 22,190 25,120Amortization of adjustments on long-term debt(1,029) (3,628) 8,541Amortization of interest rate swaps18,725 63,148 64,928Capitalized interest(4,805) (2,985) (1,832)Other2,158 2,129 2,488Total$527,128 $573,291 $589,630The 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 of 1986, as amended ("Code"), to maintainqualification for taxation as a REIT.In August 2014, the Company received a favorable private letter ruling from the Internal Revenue Service ("IRS"), which provides that the real propertyportion of the Company's small cells and the related rents qualify as real property and rents from real property, respectively, under the rules governing REITs.During the fourth quarter of 2015, the Company completed the necessary steps to include small cells that were previously included in one or more wholly-owned TRSs in the REIT effective January 2016. As a result, during the fourth quarter of 2015, the Company de-recognized the related net deferred taxliabilities. See note 11.Additionally, the Company has included in TRSs certain other assets and operations. Those TRS assets and operations will continue to be subject, asapplicable, to federal and state corporate income taxes or to foreign taxes in the jurisdictions in which such assets and operations are located. The Company'sforeign assets and operations (including its tower operations in Puerto Rico) most likely will be subject to foreign income taxes in the jurisdictions in whichsuch assets and operations are located, regardless of whether they are included in a TRS or not. The Company will be subject to a federal corporate level taxrate (currently 35%) on the gain recognized from the sale of assets occurring within a specified period (generally 10 years) after the REIT conversion up to theamount of the built in gain that existed on January 1, 2014, which is based upon the fair market value of those assets in excess of the Company's tax basis onJanuary 1, 2014. This gain can be offset by any remaining federal net operating loss carryforwards ("NOLs").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. The Company records a valuation allowance against deferred tax assets when it is "more likely than not" that some portion or all ofthe deferred tax asset will not be realized. The Company reviews the recoverability of deferred tax assets each quarter and based upon projections of futuretaxable income, reversing deferred tax liabilities or other known events that are expected to affect future taxable income, records a valuation allowance forassets that do not meet the "more likely than not" realization threshold. Valuation allowances may be reversed if related deferred tax assets are deemedrealizable based upon changes in facts and circumstances that impact the recoverability of the asset.55NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)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, 2015 and 2014, 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 12), 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, 201520142013Net income (loss) from continuing operations$525,286 $346,314 $60,001Dividends on preferred stock(43,988) (43,988) (11,363)Net income (loss) from continuing operations attributable to CCIC common stockholders for basicand diluted computations$481,298 $302,326 $48,638 Income (loss) from discontinued operations, net of tax999,049 52,460 33,900Less: Net income (loss) attributable to the noncontrolling interest3,343 8,261 3,790Net income (loss) from discontinued operations attributable to CCIC common stockholders forbasic and diluted computations995,706 44,199 30,110 Weighted-average number of common shares outstanding (in thousands): Basic weighted-average number of common stock outstanding333,002 332,302 298,083Effect of assumed dilution from potential common shares relating to RSAs and RSUs1,060 963 1,210Diluted weighted-average number of common shares outstanding334,062 333,265 299,293Net income (loss) attributable to CCIC common stockholders, per common share: Income (loss) from continuing operations, basic$1.45 $0.91 $0.16Income (loss) from discontinued operations, basic$2.99 $0.13 $0.10Net income (loss) attributable to CCIC common stockholders, basic$4.44 $1.04 $0.26Income (loss) from continuing operations, diluted$1.44 $0.91 $0.16Income (loss) from discontinued operations, diluted$2.98 $0.13 $0.10Net income (loss) attributable to CCIC common stockholders, diluted$4.42 $1.04 $0.26For the years ended December 31, 2015 and 2014, 11.4 million and 12.5 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 12 and 13.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.56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 the fair value of its debtsecurities 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 prices or quotes from active markets if applicable. Foreign currency swaps are valued at settlementamounts using observable exchange rates and, if material, reflect an adjustment for the Company's and contract counterparty's credit risk. There were nochanges since December 31, 2014 in the Company's valuation techniques used to measure fair values. See note 10 for a further discussion of fair values. SwapsInterest Rate Swaps. The Company had previously entered into interest rate swaps to manage or reduce its interest rate risk. Derivative financialinstruments were entered into for periods that matched the related underlying exposures. The Company can designate derivative financial instruments ashedges. The Company can also 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)" on the Company's consolidated balance sheet, and recognized as increases or decreases to "interest expense and amortization of deferredfinancing costs" on the Company's consolidated statement of operations and comprehensive income (loss) when the hedged item affects earnings. If a hedgeceased 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) oninterest rate swaps." However, any amounts previously recorded to "accumulated other comprehensive income (loss)" would remain there until the originalforecasted transaction affected earnings. In situations where it becomes probable that the hedged forecasted transaction will not occur, any gains or losses thathave been recorded to "accumulated other comprehensive income (loss)" are immediately reclassified to earnings. See note 9.Foreign Currency Swaps. During 2015, the Company entered into foreign currency swaps to manage and reduce its foreign currency risk related to itssale of CCAL (see note 3). The derivatives were recognized on the consolidated balance sheet at fair value as of December 31, 2015. These swaps are notdesignated as accounting hedges and as such, the corresponding gain (loss) on the fair value adjustment is included as a component of "other income(expense)" on the Company's consolidated statement of operations and comprehensive income (loss). See note 9. In January 2016, the previously outstandingswap related to the installment payment received from the Buyer (as defined in note 3) was cash settled.Recently Adopted Accounting PronouncementsIn April 2014, the Financial Accounting Standards Board ("FASB") issued new guidance on the implementation and presentation of discontinuedoperations titled ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASU 2014-08"). Theguidance requires that only disposals that represent a strategic shift that has (or will have) a major effect on the entity's results and operations qualify asdiscontinued operations. In addition, the new guidance expands the disclosure requirements for disposals that meet the definition of a discontinued operationand requires entities to disclose information about disposals of individually significant components that do not meet the definition of discontinuedoperations. The new guidance was effective for the Company on January 1, 2015, and the Company has applied the new guidance to the sale of CCAL. Seenote 3.In November 2015, the FASB issued new guidance on the presentation of deferred tax assets and liabilities. The guidance requires deferred tax assetsand liabilities to be presented as non-current on the balance sheet. The guidance is effective for the Company on January 1, 2017 and early adoption ispermitted. The Company adopted this guidance on December 31, 2015 on a prospective basis. As such, the prior periods presented within the Company'sconsolidated financial statements were not retrospectively adjusted. See note 11.Recent Accounting Pronouncements Not Yet AdoptedIn April 2015, the FASB issued new guidance on the presentation of debt issuance costs. The guidance requires debt issuance costs to be presented inthe balance sheet as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts and premiums. The updaterequires retrospective application and the guidance is effective for the Company on January 1, 2016. The Company will adopt the guidance on January 1,2016. As of December 31, 2015, net deferred financing costs were $107.7 million and were recorded as a component of "long-term prepaid rent, deferredfinancing costs and other assets, net" on the Company's consolidated balance sheet.57NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)In May 2014, the FASB released updated guidance regarding the recognition of revenue from contracts with customers, exclusive of those contractswithin lease accounting. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services tocustomers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that coreprinciple, an entity should apply the following steps: (1) identify the contracts with the customer; (2) identify the 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) theentity satisfies a performance obligation. This guidance is effective for the Company on January 1, 2018, following the FASB's July 2015 decision to deferthe effective date of the standard by one year. This guidance is required to be applied, at the Company's election, either (1) retrospectively to each priorreporting period presented, or (2) with the cumulative effect being recognized at the date of initial application. The Company is evaluating the guidance,including the impact on its consolidated financial statements.In September 2015, the FASB issued new guidance which requires an acquirer to recognize adjustments to provisional amounts that are identifiedduring the measurement period in the reporting period in which the adjustment amounts are determined. The update requires prospective application and theguidance is effective for the Company on January 1, 2016, with early adoption permitted. The Company does not expect the standard to have a materialimpact to its consolidated financial statements upon initial adoption.3.Discontinued OperationsOn May 14, 2015, the Company entered into a definitive agreement to sell CCAL to a consortium of investors led by Macquarie Infrastructure and RealAssets (collectively, "Buyer"). On May 28, 2015, the Company completed the sale. At closing, the Company received net proceeds of approximately $1.1billion after accounting for the Company's 77.6% ownership interest, repayment of intercompany debt owed to the Company by CCAL and estimatedtransaction fees and expenses, exclusive of the impact of foreign currency swaps related to the CCAL sale (see note 9).As part of the sale of CCAL, in January 2016, the Company received an installment payment from the Buyer totaling approximately $124 million,inclusive of the impact of the related foreign currency swap (see note 9). The installment payment is included within "other current assets" on the Company'sconsolidated balance sheet.During the second quarter 2015, the Company used net proceeds from the sale of CCAL to repay portions of outstanding borrowings under itspreviously outstanding 2012 Credit Facility. See note 8.The Company entered into foreign currency swaps to manage and reduce its foreign currency risk associated with the sale of CCAL. These swaps are notincluded in discontinued operations. See note 9.CCAL has historically been a separate operating segment of the Company (see note 16). The sale of the Company's CCAL operating segment is treatedas discontinued operations for all periods presented pursuant to ASU 2014-08, which the Company adopted on January 1, 2015 (see note 2). The sale ofCCAL represents a strategic shift of the Company to focus on U.S. operations. The gain from disposal of CCAL is included in discontinued operations on theconsolidated statement of operations. The tables below set forth the assets and liabilities related to discontinued operations at December 31, 2014, and theirresults of operations for the years ended December 31, 2015, 2014 and 2013.58NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) As of December 31, 2014Assets and liabilities related to discontinued operations: Current assets $61,289 Property and equipment 165,528 Other non-current assets 185,966 Total assets related to discontinued operations $412,783 Current liabilities 94,297 Non-current liabilities 33,196 Total liabilities related to discontinued operations $127,493 Year Ended December 31, 2015(b)(c) 2014(b) 2013(b)Total revenues $65,293 $151,128 $156,633Total cost of operations (a) 17,498 43,860 55,779Depreciation, amortization, and accretion 10,168 27,283 32,873Total other expenses 10,481 26,921 26,453Pre-tax income from discontinued operations 27,146 53,064 41,528Benefit (provision) from income taxes (7,456) (604) (7,628)Net income (loss) from discontinued operations(d) $19,690 $52,460 $33,900 (a)Exclusive of depreciation, amortization, and accretion shown separately.(b)No interest expense has been allocated to discontinued operations.(c)CCAL results are through May 28, 2015, which was the closing date of the Company's sale of CCAL.(d)Exclusive of the gain (loss) from disposal of discontinued operations, net of tax, as presented on the consolidated statement of operations.The Company recorded a gain on the sale of CCAL, which was comprised of the following items:Cash received from sale of CCAL(a)$1,139,369Installment payment receivable due January 2016(a)117,384Total proceeds from sale of CCAL$1,256,753Adjusted for: Net assets and liabilities related to discontinued operations(b)(c)258,575Transaction fees and expenses23,059Foreign currency translation reclassification adjustments(d)(25,678)Pre-tax gain (loss) from disposal of discontinued operations1,000,797Income taxes related to the sale of CCAL(21,438)Gain (loss) from disposal of discontinued operations$979,359 (a)Exclusive of foreign currency swaps and based on exchange rates as of May 28, 2015, which was the closing date of the Company's sale of CCAL. See note 9. The impact offluctuations in the exchange rate subsequent to the closing date are reflected as a component of "other income (expense)" on the Company's consolidated statement of operations.(b)Represents net assets attributable to CCIC, net of the disposition of noncontrolling interest of $23.5 million.(c)Inclusive of $11.1 million of cash.(d)Represents foreign currency translation adjustments previously included in "accumulated other comprehensive income (loss)" on the consolidated balance sheet and reclassified to"net gain (loss) from disposal of discontinued operations, net of tax" on the consolidated statement of operations and comprehensive income (loss).59NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)4.Acquisitions2013 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, 2015,comprised approximately 23% 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 12), and additional borrowings under the 2012 Revolver (asdefined in note 8) and term loans to fund the AT&T Acquisition, as well as cash on hand. The final purchase price allocation for the AT&T Acquisition isshown below.Final Purchase Price Allocation 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) (a)Inclusive of above-market leases for land interests under the Company's towers.(b)No deferred taxes were recorded as a result of the Company's REIT election. See note 11.The unaudited pro forma financial results for the year ended December 31, 2013 combine the historical results of the Company, along with the proforma impact from the AT&T Acquisition. The following table presents the unaudited pro forma consolidated results of operations of the Company as if theAT&T Acquisition was completed as of January 1, 2013. The unaudited pro forma amounts are presented for illustrative purposes only and are not necessarilyindicative of future consolidated results of operations. Twelve Months EndedDecember 31, 2013 Net revenues$3,420,736(a) Income (loss) before income taxes$242,617(b)(c) Benefit (provision) for income taxes$(178,663)(c)(d) Net income (loss)$63,954(b)(c) Basic net income (loss) attributable to CCIC common stockholders, per common share$0.05Diluted net income (loss) attributable to CCIC common stockholders, per common share$0.05 (a)Amount is inclusive of pro forma adjustments to increase net revenues of $211.1 million related to net revenues that the Company expects to recognize from AT&T underAT&T's contracted lease of space on the towers acquired in the AT&T Acquisition.(b)Amounts are inclusive of pro forma adjustments to increase depreciation and amortization of $218.3 million related to property and equipment and intangibles recorded as aresult of the AT&T Acquisition.(c)Amounts include the impact of the interest expense associated with the related debt financings as well as the October 2013 Equity Financings. (d)Pro forma adjustments reflect the federal statutory rate and an estimated state rate. No adjustment was made related to the Company's REIT election. See note 11.For additional discussion of the AT&T Acquisition see notes 6, 8, and 12.2014 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 purchase price of approximately $354 million, net of cash acquired.60NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)2015 Sunesys AcquisitionDuring April 2015, the Company entered into a definitive agreement to acquire Quanta Fiber Networks, Inc. ("Sunesys") for approximately $1.0 billionin cash, subject to certain limited adjustments ("Sunesys Acquisition"). On August 4, 2015, the Company closed the Sunesys Acquisition. The results ofoperations from Sunesys have been included in the Company's consolidated statement of operations since the date of acquisition.Prior to the closing, Sunesys was a wholly owned subsidiary of Quanta Services, Inc. and a fiber services provider that owned or had rights to nearly10,000 miles of fiber in major metropolitan markets across the U.S., including Los Angeles, Philadelphia, Chicago, Atlanta, Silicon Valley, and northern NewJersey. Approximately 60% of Sunesys' fiber miles were located in the top 10 basic trading areas.The Company utilized borrowings under the 2012 Revolver and cash on hand to fund the cash consideration of approximately $1.0 billion. See note 8.The preliminary purchase price allocation for the Sunesys Acquisition is shown below. The preliminary purchase price allocation is based upon apreliminary valuation which is subject to change as the Company obtains additional information, with respect to fixed assets, intangible assets and certainliabilities.Preliminary Purchase Price Allocation Current assets$15,417Property and equipment444,864Goodwill (a)325,696Other intangible assets, net259,833Current liabilities(20,470)Other non-current liabilities(37,375)Net assets acquired (b)$987,965 (a)The preliminary purchase price allocation for the Sunesys Acquisition resulted in the recognition of goodwill based on the Company's expectation to leverage the Sunesys fiberfootprint to support new small cell networks. The Sunesys fiber is complementary to the Company's existing fiber assets and is located where the Company expects to see wirelesscarrier network investments.(b)Assets acquired in the Sunesys Acquisition are included in the Company's REIT and as such, no deferred taxes were recorded in connection with the Sunesys Acquisition.Net revenues and net income (loss) attributable to the Sunesys Acquisition are included in the Company's consolidated statements of operations andcomprehensive income (loss), since the date the acquisition was completed. For the year ended December 31, 2015, the Sunesys Acquisition resulted in anincrease to consolidated net revenues of $41.4 million.5.Property and EquipmentThe major classes of property and equipment are as follows: Estimated Useful Lives December 31, 2015 2014Land(a)— $1,617,919 $1,491,640Buildings40 years 86,760 58,491Towers and small cells1-20 years 12,856,115 11,782,715Information technology assets and other2-7 years 239,332 199,834Construction in process— 578,806 502,499Total gross property and equipment 15,378,932 14,035,179Less: accumulated depreciation (5,798,875) (5,052,396)Total property and equipment, net $9,580,057 $8,982,783 (a)Includes land owned in fee and perpetual easements.61NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)Depreciation expense for the years ended December 31, 2015, 2014 and 2013 was $774.9 million, $733.6 million and $536.2 million, respectively.Capital leases and associated leasehold improvements related to gross property and equipment, and accumulated depreciation was $4.4 billion and $1.2billion, respectively, as of December 31, 2015. See notes 1 and 2, including discussion of the Company's prepaid master lease agreements.6.Goodwill and Intangible AssetsGoodwillThe changes in the carrying value of goodwill for the years ended December 31, 2015 and December 31, 2014 were as follows:Balance as of December 31, 2013$4,902,950Adjustments to AT&T Acquisition purchase price allocation134,242Additions due to other acquisitions159,362Other adjustments, net(69)Balance as of December 31, 2014$5,196,485Additions due to Sunesys Acquisition(a)325,696Additions due to other acquisitions41,542Adjustments to purchase price allocations, net(50,172)Balance as of December 31, 2015$5,513,551 (a)The purchase price allocation for the Sunesys Acquisition resulted in the recognition of goodwill based on the Company's expectation to leverage the Sunesys fiber footprint tosupport new small cell networks. The Sunesys fiber is complementary to the Company's existing fiber assets and is located where the Company expects to see wireless carriernetwork investments. See note 4.IntangiblesThe following is a summary of the Company's intangible assets. See note 4 for further discussion of the Company's acquisitions. As of December 31, 2015 As of December 31, 2014 Gross CarryingValue AccumulatedAmortization Net Book Value Gross CarryingValue AccumulatedAmortization Net Book ValueSite rental contracts and customerrelationships$5,009,241 $(1,588,061) $3,421,180 $4,627,429 $(1,340,285) $3,287,144Other intangible assets482,142 (123,407) 358,735 496,284 (101,877) 394,407Total$5,491,383 $(1,711,468) $3,779,915 $5,123,713 $(1,442,162) $3,681,551Amortization 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,Classification2015 2014 2013Depreciation, amortization and accretion$251,443 $242,967 $197,906Site rental costs of operations20,420 22,105 10,197Total amortization expense$271,863 $265,072 $208,103The 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, 2016 to 2020 is as follows: Years Ending December 31, 20162017201820192020Estimated annual amortization$272,067 $271,503 $271,054 $270,618 $270,18862NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)7.Other LiabilitiesOther long-term liabilitiesThe following is a summary of the components of "other long-term liabilities" as presented on the Company's consolidated balance sheet. See also note2. December 31, 2015 2014Deferred rental revenues $864,269 $604,825Deferred ground lease payable 467,411 406,732Above market leases for land interests, net 242,893 272,694Deferred credits, net 239,527 222,460Asset retirement obligation (see note 14) 132,110 119,463Deferred income tax liabilities 2,059 39,889Other long-term liabilities 367 328 $1,948,636 $1,666,391For the years ended December 31, 2015, 2014, and 2013, the Company recorded $22.5 million, $24.2 million, and $7.2 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, 2016 to 2020 is as follows: Years Ending December 31, 2016 2017 2018 2019 2020Above-market leases for land interests$21,302 $20,236 $19,458 $18,645 $17,569For the years ended December 31, 2015, 2014, and 2013 the Company recognized $32.8 million, $29.5 million, and $29.6 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, 2016 to 2020 are as follows: Years Ending December 31, 20162017201820192020Below-market tenant leases$35,359 $34,071 $31,028 $27,833 $26,116Other accrued liabilitiesOther accrued liabilities included accrued payroll and other accrued compensation of $78.7 million and $61.9 million, respectively, as of December 31,2015 and 2014.8.Debt and Other ObligationsSee note 19 for a discussion of the Company's 2016 financing activities, including: (1) the completion of the 2016 Credit Facility, (2) the repayment ofthe 2012 Credit Facility, and (3) the issuance of the 2016 Senior Unsecured Notes and the utilization of such proceeds.63NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)The table below sets forth the Company's debt and other obligations as of December 31, 2015. OriginalIssue Date ContractualMaturityDate Outstanding Balance as of December 31, StatedInterest Rateas ofDecember 31, 2015 2014 2015(a) Bank debt – variable rate: 2012 RevolverJan. 2012 Jan. 2019$1,125,000(b) $695,000 2.2%(c) Tranche A Term LoansJan. 2012 Jan. 2019629,375 645,938 2.2%(c) Tranche B Term LoansJan. 2012 Jan. 2021 2,247,015 2,835,509 3.0%(d) Total bank debt 4,001,390 4,176,447 Securitized debt – fixed rate: January 2010 Tower Revenue NotesJan. 2010 2037-2040(e) 1,600,000 1,600,000 6.0%(e) August 2010 Tower Revenue NotesAug. 2010 2037-2040(e) 1,300,000 1,550,000 4.7%(e) May 2015 Tower Revenue NotesMay 2015 2042-2045(e) 1,000,000 — 3.5%(e) 2009 Securitized NotesJuly 2009 2019/2029(f) 141,592 160,822 7.6% WCP Securitized NotesNov. 2010 Nov. 2040 — 262,386 N/A Total securitized debt 4,041,592 3,573,208 Bonds – fixed rate: 5.25% Senior NotesOct. 2012 Jan. 2023 1,649,969 1,649,969 5.3% 2012 Secured NotesDec. 2012 2017/2023(h) 1,500,000 1,500,000 3.4% 4.875% Senior NotesApr. 2014 Apr. 2022 846,522 846,062 4.9% Total bonds 3,996,491 3,996,031 Other: Capital leases and other obligationsVarious Various(g) 209,765 175,175 Various(g) Total debt and other obligations 12,249,238 11,920,861 Less: current maturities and short-term debtand other current obligations 106,219 113,335 Non-current portion of long-term debt andother long-term obligations $12,143,019 $11,807,526 (a)Represents the weighted-average stated interest rate.(b)As of December 31, 2015, the undrawn availability under the senior secured revolving credit facility ("2012 Revolver") was $1.2 billion. See note 19.(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 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).(e)If the respective series of the January 2010 Tower Revenue Notes, August 2010 Tower Revenue Notes and May 2015 Tower Revenue Notes (collectively, "Tower RevenueNotes") are not paid in full on or prior to an applicable anticipated repayment date, then Excess Cash Flow (as defined in the indenture) of the issuers of such notes will be used torepay principal of the applicable series and class of the Tower Revenue Notes, and additional interest (of an additional approximately 5% per annum) will accrue on the respectiveTower Revenue Notes. The January 2010 Tower Revenue Notes consist of two series of notes with principal amounts of $350.0 million and $1.3 billion, having anticipatedrepayment dates in 2017 and 2020, respectively. The August 2010 Tower Revenue Notes consist of two series of notes with principal amounts of $300.0 million and $1.0 billion,having anticipated repayment dates in 2017 and 2020, respectively. The May 2015 Tower Revenue Notes consist of two series of notes with principal amounts of $300.0 millionand $700.0 million, having anticipated repayment dates in 2022 and 2025, respectively.(f)The 2009 Securitized Notes consist of $71.6 million of principal as of December 31, 2015 that amortizes through 2019, and $70.0 million of principal as of December 31, 2015that amortizes during the period beginning in 2019 and ending in 2029.(g)The Company's capital leases and other obligations relate to land, fiber, vehicles, and other assets and bear interest rates ranging up to 10% and mature in periods ranging fromless than one year to approximately 30 years.(h)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").64NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)The credit agreement governing the Company's senior credit facility ("2012 Credit Facility") contains financial maintenance covenants. The Companyis currently in compliance with these financial maintenance covenants, and based upon current expectations, the Company believes it will continue tocomply with its financial maintenance covenants. In addition, certain of the Company's debt agreements also contain restrictive covenants that placerestrictions on CCIC or its subsidiaries and may limit the Company's ability to, among other things, incur additional debt and liens, purchase the Company'ssecurities, make capital expenditures, dispose of assets, undertake transactions with affiliates, make other investments, pay dividends or distribute excess cashflow.Bank DebtIn January 2012, CCOC entered into the 2012 Credit Facility. The 2012 Credit Facility is secured by a pledge of certain equity interests of certainsubsidiaries of CCIC, as well as a security interest in CCOC's and certain of its subsidiaries' deposit accounts ($80.0 million as of December 31, 2015) andsecurities accounts. The 2012 Credit Facility is guaranteed by CCIC and certain of its subsidiaries.The following are highlights of the Company's issuances, refinancings, and other activities related to the 2012 Credit Facility since the beginning of2013:•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 4), 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.•In 2015, the Company:◦amended its 2012 Credit Facility and increased the capacity of the 2012 Revolver to an aggregate revolving commitment of approximately$2.3 billion,◦repaid the portion of its Tranche B Term Loans that were due January 2019, which had an outstanding balance of $564.1 million, and◦utilized borrowings under the 2012 Revolver of $835.0 million, along with cash on hand, to fund the Sunesys Acquisition.Securitized DebtThe Tower Revenue Notes and the 2009 Securitized Notes (collectively, "Securitized Debt") are obligations of special purpose entities and their directand indirect subsidiaries (each an "issuer"), all of which are wholly-owned, indirect subsidiaries of CCIC. The Tower Revenue Notes and 2009 SecuritizedNotes are governed by separate indentures. The January 2010 Tower Revenue Notes, August 2010 Tower Revenue Notes, and May 2015 Tower RevenueNotes are governed by one indenture and consist of multiple series of notes, each with its own anticipated repayment date.The net proceeds of the January 2010 Tower Revenue Notes and August 2010 Tower Revenue Notes were primarily used to repay the portion of the2005 Tower Revenue Notes not previously purchased and 2006 Tower Revenue Notes not previously purchased, respectively. In April 2014, the Companyutilized a portion of the net proceeds from the 4.875% Senior Notes (as defined below) offering to repay $300.0 million of the January 2010 Tower RevenueNotes with an anticipated repayment date of January 2015.65NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)The net proceeds of the May 2015 Tower Revenue Notes, together with proceeds received from our sale of CCAL, were primarily used to (1) to repay$250.0 million aggregate principal amount of August 2010 Tower Revenue Notes with an anticipated repayment date of August 2015, (2) to repay all of thepreviously outstanding WCP Securitized Notes, (3) to repay portions of outstanding borrowings under its 2012 Credit Facility, and (4) to pay related fees andexpenses.The Securitized Debt is paid solely from the cash flows generated by the operation of the towers held directly and indirectly by the issuers of therespective Securitized Debt. The Securitized Debt is secured by, among other things, (1) a security interest in substantially all of the applicable issuers'assignable personal property, (2) a pledge of the equity interests in each applicable issuer, and (3) a security interest in the applicable issuers' leases withtenants to lease tower space (space licenses) . The governing instruments of two indirect subsidiaries ("Crown Atlantic" and "Crown GT") of the issuers of theTower Revenue Notes generally prevent them from issuing debt and granting liens on their assets without the approval of a subsidiary of VerizonCommunications. Consequently, while distributions paid by Crown Atlantic and Crown GT will service the Tower Revenue Notes, the Tower Revenue Notesare not obligations of, nor are the Tower Revenue Notes secured by the cash flows or any other assets of, Crown Atlantic and Crown GT. As of December 31,2015, the Securitized Debt was collateralized with personal property and equipment with an aggregate net book value of approximately $1.3 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 Tower Revenue Notes or the 2009 Securitized Notes in whole or in part at any time after the second anniversary of theapplicable issuance date, provided such prepayment is accompanied by any applicable prepayment consideration. The Securitized Debt has covenants andrestrictions customary for rated securitizations, including provisions prohibiting the issuers from incurring additional indebtedness or further encumberingtheir assets.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 5.25% senior notes due 2023 ("5.25% Senior Notes" and, with the 4.875% Senior Notes, "Senior Notes") are general obligations of CCIC, whichrank equally with all existing and future senior debt of CCIC. The Senior Notes are effectively subordinated to all liabilities (including trade payables) ofeach 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% SeniorNotes 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.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 Secured 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 and66NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)indirectly by the issuers and the guarantors of such notes. The Company used the net proceeds from the issuance of the 2012 Secured Notes to repurchase andredeem the previously outstanding 7.75% Secured Notes and a portion of the previously outstanding 9% Senior Notes. The 2012 Secured Notes may beredeemed at any time at a price equal to 100% of the principal amount, plus a make whole premium, and accrued and unpaid interest, if any.Previously Outstanding IndebtednessSecuritized Debt. See above for a discussion of (1) the April 2014 repayment of $300.0 million of the January 2010 Tower Revenue Notes with ananticipated repayment date of January 2015, and (2) the May 2015 repayment of $250.0 million of the August 2010 Tower Revenue Notes with ananticipated repayment date of August 2015 and (3) all of the previously outstanding WCP Securitized Notes.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.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, 2015. Thesematurities reflect contractual maturity dates and do not consider the principal payments that will commence following the anticipated repayment dates on theTower Revenue Notes. If the Tower Revenue Notes are not paid in full on or prior to their respective anticipated repayment dates, 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. See also note 19. Years Ending December 31, 2016 2017 2018 2019 2020 Thereafter Total CashObligations Net UnamortizedDiscounts Total Debt andOther ObligationsOutstandingScheduledcontractualmaturities$107,075 $603,316 $99,855 $1,713,463 $47,464 $9,681,543 $12,252,716 $(3,478) $12,249,238Debt Purchases and RedemptionsThe following is a summary of the purchases and redemptions of debt during the years ended December 31, 2015, 2014, and 2013. Year Ending December 31, 2015 Principal Amount Cash Paid(a) Gains (losses)(b)August 2010 Tower Revenue Notes250,000 250,000 (159)WCP Securitized Notes252,830 252,830 2,105Tranche B Term Loans564,137 564,137 (6,127)Other2,394 2,370 24Total$1,069,361 $1,069,337 $(4,157) (a)Exclusive of accrued interest.(b)Inclusive of $4.2 million related to the net write off of deferred financing costs, premiums and discounts.67NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) 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 make whole payments and are inclusive of $7.7 million related to the write off of deferred financing costs and 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 make whole payments.9.SwapsInterest 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, 2015, the Company does not have any interest rate swapsoutstanding. For the year ended December 31, 2013, the loss reclassified into earnings from accumulated comprehensive income (loss) was inclusive of $17.1million of income tax provision.Foreign Currency SwapsDuring May 2015, the Company entered into two foreign currency swaps to manage and reduce its foreign currency risk related to its sale of CCAL (seenote 3). The Company does not enter into foreign currency swaps for speculative or trading purposes. The foreign currency swaps were originally comprisedof the following:Item Swapped NotionalAmount Forward Rate Start Date End Date Pay Amount ReceiveAmount Fair Value atDecember 31, 2015 May 2015 cash receipt fromsale of CCAL A$1,400,000 0.8072 May 2015 June 2015 AustralianDollar US Dollar N/A(a) Installment payment fromBuyer A$155,000 0.79835 May 2015 January 2016 AustralianDollar US Dollar $10,749(b) (a)In conjunction with closing the CCAL sale on May 28, 2015, the Company cash settled the swap with a notional value of Australian dollar $1.4 billion and recorded a gain onforeign currency swaps of $54.5 million, which is included as a component of "other income (expense)" on the Company's consolidated statement of operations.(b)As of December 31, 2015, the Company marked-to-market the swap with a notional value of Australian dollar $155 million and recorded (1) an asset within "other current assets"on the Company's consolidated balance sheet and (2) a corresponding gain on foreign currency swaps, which is included as a component of "other income (expense)" on theCompany's consolidated statement of operations. In January 2016, the previously outstanding swap related to the installment payment received from the Buyer was settled.68NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)In total, the Company recorded a gain on foreign currency swaps of $65.2 million for the year ended December 31, 2015, respectively. This gain isincluded as a component of "other income (expense)" on the Company's consolidated statement of operations.10.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, 2015 December 31, 2014 CarryingAmount FairValue CarryingAmount FairValueAssets: Cash and cash equivalents1 $178,810 $178,810 $151,312 $151,312Restricted cash1 135,731 135,731 152,411 152,411Foreign currency swaps2 10,749 10,749 — —Liabilities: Debt and other obligations2 $12,249,238 $12,555,143 $11,920,861 $12,286,16111.Income TaxesIncome (loss) from continuing operations before income taxes by geographic area is as follows: Years Ended December 31, 2015 2014 2013Domestic$461,293 $341,070 $260,364Foreign(a)12,536 (6,000) (9,363) $473,829 $335,070 $251,001 (a)Inclusive of income (loss) before income taxes from Puerto Rico.The benefit (provision) for income taxes consists of the following: Years Ended December 31, 201520142013Current: Federal$495 $213 $684Foreign(5,675) (6,413) (5,110)State(3,981) (4,415) (12,305)Total current(9,161) (10,615) (16,731)Deferred: Federal44,716 23,070 (164,769)Foreign(1,048) (819) (130)State16,950 (392) (9,370)Total deferred60,618 21,859 (174,269)Total tax benefit (provision)$51,457 $11,244 $(191,000)69NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)A reconciliation between the benefit (provision) for income taxes and the amount computed by applying the federal statutory income tax rate to theincome (loss) before income taxes is as follows: Years Ended December 31, 20152014 2013Benefit (provision) for income taxes at statutory rate$(165,840) $(117,274) $(87,850)Tax effect of foreign income (losses)(527) (4,296) (3,277)Tax adjustment related to REIT operations186,649 132,951 —Tax adjustment related to the REIT election(a)— — (67,395)Tax adjustment related to the inclusion of small cells in the REIT(b)33,759 — —Expenses for which no federal tax benefit was recognized(414) (463) (9,570)Valuation allowances3,000 9,000 —State tax (provision) benefit, net of federal1,210 (3,136) (14,852)Foreign tax(6,723) (7,232) (5,240)Other343 1,694 (2,816) $51,457 $11,244 $(191,000) (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.(b)During the fourth quarter of 2015, the Company de-recognized the net deferred tax liabilities related to the Company's small cells previously included in one or more TRSs inconjunction with the inclusion of small cells in the REIT in January 2016.The components of the net deferred income tax assets and liabilities are as follows: December 31, 2015 2014Deferred income tax liabilities: Property and equipment$334 $167,491Deferred site rental receivable5,742 18,320Intangible assets— 102,624Total deferred income tax liabilities6,076288,435Deferred income tax assets: Intangible assets40,654 —Net operating loss carryforwards7,891 133,096Deferred ground lease payable1,312 1,627Accrued liabilities4,183 158,813Receivables allowance196 1,459Other1,252 1,278Valuation allowances(1,994) (21,038)Total deferred income tax assets, net53,494 275,235Net deferred income tax asset (liabilities)$47,418 $(13,200)During the fourth quarter of 2015, the Company completed the necessary steps to include its small cells that were previously included in one or moreTRSs in the REIT effective January 2016. See note 19. As a result, during the fourth quarter of 2015, the Company de-recognized the net deferred taxliabilities in conjunction with the inclusion of small cells in the REIT in January 2016, which resulted in a net non-cash income tax benefit of $33.8 million.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 REIT conversion. Included in theREIT conversion charge of $67.4 million is a $39.8 million adjustment to reclassify a deferred tax charge from AOCI to the provision for income taxes.70NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)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.The components of the net deferred income tax assets (liabilities) are as follows: December 31, 2015 December 31, 2014ClassificationGross ValuationAllowance Net Gross ValuationAllowance NetFederal$48,273 $— $48,273 $6,557 $(3,000) $3,557State1,203 — 1,203 462 (16,208) (15,746)Foreign(64) (1,994) (2,058) 819 (1,830) (1,011)Total$49,412 $(1,994) $47,418 $7,838 $(21,038) $(13,200)At December 31, 2015, the Company had U.S. federal and state NOLs of approximately $1.3 billion and $0.6 billion, respectively, which are availableto offset future taxable income. These amounts include $244.6 million of losses related to stock-based compensation. If not utilized, the Company's U.S.federal NOLs expire starting in 2024 and ending in 2032, and the state NOLs expire starting in 2016 and ending in 2035. The utilization of the NOLs issubject to certain limitations. The Company's U.S. federal and state income tax returns generally remain open to examination by taxing authorities until threeyears after the applicable NOLs have been used or expired. The remaining valuation allowance relates to certain foreign net deferred tax assets (primarilyNOLs).As of December 31, 2015, the total amount of unrecognized tax benefits that would impact the effective tax rate, if recognized, was $6.7 million. Theaggregate changes in the balance of unrecognized tax benefits are as follows: Years Ended December 31, 2015 2014Balance at beginning of year$8,333 $14,089Additions based on prior year tax positions212 286Reductions as a result of the lapse of statute limitations(1,775) (6,042)Balance at end of year$6,770 $8,333From time to time, the Company is subject to examinations by various tax authorities in jurisdictions in which the Company has business operations.At this time, the Company is not subject to an IRS examination. The Australian Taxation Office is conducting an audit of the tax consequences for Australiantax purposes of the Company’s sale of CCAL. The Company regularly assesses the likelihood of additional assessments in each of the tax jurisdictions. TheCompany believes it has adequately provided for uncertain tax positions and does not believe assessments, if any, arising from current or future examinationor audits will have a material effect on the Company's financial statements.As of December 31, 2015, the Company's deferred tax assets are included in "long-term prepaid rent, deferred financing costs and other assets, net" andthe Company's deferred tax liabilities are included in "other long-term liabilities" on the Company's consolidated balance sheet. See note 2 for a discussion ofrecently adopted guidance on the presentation of deferred tax assets and deferred tax liabilities.12.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 171NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)and November 1 of each year, commencing in February 2014, and to, and including, November 1, 2016. The dividends may be paid in cash or, subject tocertain limitations, shares of common stock or any combination of cash and shares of common stock. The terms of the Convertible Preferred Stock providethat, unless accumulated dividends have been paid or set aside for payment on all outstanding Convertible Preferred Stock for all past dividend periods, nodividends 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 1.1538 and 1.4421 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 1.1538, subject to certain anti-dilution adjustments. See note2.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."At-The-Market" Stock Offering ProgramIn August 2015, the Company established an "at-the-market" stock offering program ("ATM Program") through which it may, from time to time, issueand sell shares of its common stock having an aggregate gross sales price of up to $500.0 million to or through sales agents. Sales, if any, under the ATMProgram may be made by means of ordinary brokers' transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time ofsale, at prices related to prevailing market prices or, subject to specific instructions of the Company, at negotiated prices. The Company intends to use the netproceeds from any sales under the ATM Program for general corporate purposes, which may include the funding of future acquisitions or investments and therepayment or repurchase of any outstanding indebtedness. As of December 31, 2015, no shares of common stock were sold under the ATM Program.Declaration and Payment of DividendsDuring the year ended December 31, 2015, the following dividends were declared or paid:Equity Type Declaration Date Record Date Payment Date Dividends PerShare AggregatePaymentAmount(In millions) Common Stock February 12, 2015 March 20, 2015 March 31, 2015 $0.820 $274.7(a) Common Stock May 29, 2015 June 19, 2015 June 30, 2015 $0.820 $274.5(a) Common Stock July 30, 2015 September 18, 2015 September 30, 2015 $0.820 $274.3(a) Common Stock October 19, 2015 December 18, 2015 December 31, 2015 $0.885 $296.5(a) Convertible Preferred Stock December 22, 2014 January 15, 2015 February 2, 2015 $1.125 $11.0 Convertible Preferred Stock March 27, 2015 April 15, 2015 May 1, 2015 $1.125 $11.0 Convertible Preferred Stock June 21, 2015 July 15, 2015 August 3, 2015 $1.125 $11.0 Convertible Preferred Stock September 23, 2015 October 15, 2015 November 2, 2015 $1.125 $11.0 Convertible Preferred Stock December 16, 2015 January 16, 2016 February 1, 2016 $1.125 $11.0(b) (a)Inclusive of dividends accrued for holders of unvested RSUs.(b)Represents amount paid on February 1, 2016 based on holders of record on January 16, 2016.See note 19.72NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)Tax Treatment of DividendsThe following table summarizes, for income tax purposes, the nature of dividends paid during 2015 on the Company's common stock and ConvertiblePreferred Stock.Equity Type Payment Date Dividends PerShare Ordinary TaxableDividend Per Share Qualified TaxableDividend Per Share (a) Long-Term CapitalGain Distribution PerShareCommon Stock March 31, 2015 $0.820 $0.227 $0.035 $0.593Common Stock June 30, 2015 $0.820 $0.227 $0.035 $0.593Common Stock September 30, 2015 $0.820 $0.227 $0.035 $0.593Common Stock December 31, 2015 $0.885 $0.245 $0.038 $0.640Convertible Preferred Stock February 2, 2015 $1.125 $0.312 $0.048 $0.813Convertible Preferred Stock May 1, 2015 $1.125 $0.312 $0.048 $0.813Convertible Preferred Stock August 3, 2015 $1.125 $0.312 $0.048 $0.813Convertible Preferred Stock November 2, 2015 $1.125 $0.312 $0.048 $0.813 (a)Qualified taxable dividend amounts are included in ordinary taxable dividend amounts.Alternative minimum tax adjustments are to be apportioned between a REIT and its shareholders under Code Section 59(d). Although regulations havenot yet been issued under that provision, based on regulations issued pursuant to a similar provision of prior law and the legislative history of the currentprovision, it appears that such alternative minimum tax adjustments are to be apportioned to a REIT's shareholders to the extent that the REIT distributes itsregular taxable income. All of the Company's alternative minimum tax adjustments are being apportioned to the Company's shareholders.The Company has determined that 0.54% of each distribution to the Company's shareholders for the tax year ended December 31, 2015 consists of analternative minimum tax adjustment.Purchases of the Company's Common StockFor the years ended December 31, 2015, 2014, and 2013, the Company purchased 0.3 million, 0.3 million, and 1.4 million shares of common stock,respectively, utilizing $29.7 million, $21.8 million, and $99.5 million in cash, respectively.13.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, 2015, the Company has 12.3 million shares available for futureissuance pursuant to its 2013 Long-Term Incentive Plan ("LTI Plan"). Of these shares remaining available for future issuance, approximately 1.8 million maybe issued pursuant to outstanding RSUs granted under the LTI Plan.Restricted Stock Awards and Restricted Stock UnitsDuring the year ended December 31, 2013, the Company issued RSAs to certain executives and employees. During the year ended December 31, 2014,in conjunction with the adoption of the LTI Plan, the Company began issuing RSUs to certain executives and employees; each RSU represents a contingentright to receive one share of common stock subject to satisfaction of the applicable vesting terms. The RSAs and RSUs granted to certain executives andemployees include (1) annual performance awards that often include provisions for forfeiture by the employee if certain market performance of theCompany's common stock is not achieved, (2) new hire or promotional awards that generally contain only service conditions, or (3) other awards related tospecific business initiatives or compensation objectives including retention and merger integration. Generally, such awards vest over periods ofapproximately three years.73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, 2015. RSAs RSUs (In thousands) (In thousands)Outstanding at the beginning of year1,440 950Granted— 1,027Vested(770) (176)Forfeited(7) (24)Outstanding at end of year663 1,777The Company granted approximately 1.0 million RSUs to the Company's executives and certain other employees for each of the years endedDecember 31, 2015 and 2014. The Company granted approximately 1.0 million shares of RSAs to the Company's executives and certain other employees forthe year ended December 31, 2013. The weighted-average grant-date fair value per share of the grants for the years ended December 31, 2015, 2014, and 2013was $69.96, $57.78, and $46.37 per share, respectively. The weighted-average requisite service period for the RSUs granted during 2015 was approximately2.5 years.The approximately 1.0 million RSUs granted during the year ended December 31, 2015, were comprised of (1) approximately 0.5 million RSUs thattime vest over a three-year period, and (2) approximately 0.5 million RSUs to the Company's executives and certain other employees which may vest on thethird anniversary of the grant date based upon the Company's total shareholder returns (defined as share price appreciation plus the value of dividends paidduring the performance period) compared to that of selected peer companies. Certain RSA and RSU agreements contain provisions that result in forfeiture bythe employee of any unvested shares in the event that the Company's common stock does not achieve certain price targets. To the extent that the requisiteservice is rendered, compensation cost for accounting purposes is not reversed; rather, it is recognized regardless of whether or not the market performancetarget 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, 2015, 2014, and 2013, respectively, with market conditions. Years Ended December 31, 2015 2014 2013Risk-free rate1.0% 0.7% 0.4%Expected volatility19% 22% 23%Expected dividend rate4.21% 1.93% —%The Company recognized aggregate stock-based compensation expense related to RSAs and RSUs of $57.1 million, $45.8 million, and $37.8 millionfor the years ended December 31, 2015, 2014, and 2013, respectively. The aggregate unrecognized compensation (net of estimated forfeitures) related toRSAs and RSUs at December 31, 2015 is $51.5 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, 2015.Years Ended December 31, Total SharesVested Fair Value onVesting Date (In thousandsof shares) 2015 946 $83,2442014 842 62,6862013 978 66,66674NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)Stock-based CompensationThe following table discloses the components of stock-based compensation expense. Years Ended December 31, 2015 2014 2013Stock-based compensation expense: Site rental costs of operations$8,969 $6,565 $1,193Network services and other costs of operations5,370 4,889 1,799General and administrative expenses52,809 44,977 36,038Total stock-based compensation$67,148 $56,431 $39,03014.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 15 for a discussion of the operating leasecommitments. In addition, see note 1 for a discussion of the Company's option to purchase approximately 54% 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 $9.9 million, $9.2 million, and $7.1 million for the years ended December 31,2015, 2014, and 2013, respectively. As of December 31, 2015 and 2014, liabilities for retirement obligations were $132.1 million and $119.5 million,respectively, representing the net present value of the estimated expected future cash outlay. As of December 31, 2015, the estimated undiscounted futurecash outlay for asset retirement obligations was approximately $1.1 billion. See note 2.15.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, 2015. 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, 2015, the weighted-averageremaining term of tenant leases is approximately six 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, 20162017201820192020 Thereafter TotalTenant leases$2,824,247 $2,757,293 $2,675,956 $2,548,699 $2,391,202 $6,890,891 $20,088,288Operating 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, 2015. The Company is obligated under non-cancelable operating leases for land interests under 78% 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. Approximately 75% and approximately 90% of the Company's site rental gross margins for the yearended December 31, 2015 are derived from towers where the land interest under the tower is owned or leased with final expiration75NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)dates of greater than 20 years and ten years, respectively, inclusive of renewals at the Company's option. The operating lease payments included in the tablebelow include payments for certain renewal periods at the Company's option up to the estimated wireless infrastructure useful life of 20 years and an estimateof contingent payments based on revenues and gross margins derived from existing tenant leases. Years Ending December 31, 2016 2017 2018 2019 2020 Thereafter TotalOperating leases$564,114 $571,325 $575,605 $579,376 $580,894 $7,669,357 $10,540,671Rental expense from operating leases was $657.1 million, $645.3 million, and $482.3 million, respectively, for the years ended December 31, 2015,2014, and 2013. 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 $91.8 million, $88.3 million, and $73.7 million, respectively, for the years ended December 31, 2015, 2014, and 2013.16.Operating Segments and Concentrations of Credit RiskOperating SegmentsThe Company has determined that presently, following the sale of CCAL, it has one reportable operating segment consisting of its U.S. operations,which is consistent with its current operational and financial reporting structure. Financial results for the Company are currently reported to the Company'smanagement team and board of directors in this manner.Prior to its sale in May 2015, CCAL, the Company's previously 77.6% owned subsidiary that owned and operated towers in Australia, was a reportablesegment. As a result of the sale of CCAL, the Company's segment data has been reclassified for all periods presented to include CCAL on a discontinuedoperations basis.The Company will continue its evaluation of its operating segments following the disposition of CCAL and its change in strategic focus to its U.S.business. To the extent the Company makes changes to its financial reporting or organizational structure, including the integration of the SunesysAcquisition, the Company will evaluate any impact such changes may have to its segment reporting.Major CustomersThe following table summarizes the percentage of the consolidated revenues for those customers accounting for more than 10% of the consolidatedrevenues. Years Ended December 31, 20152014 2013AT&T (a)27% 26% 23%T-Mobile (a)22% 21% 24%Verizon Wireless21% 18% 17%Sprint (a)19% 25% 28%Total89% 90% 92% (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).76NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)The Company derives the largest portion of its revenues from customers in the wireless industry. The Company also has a concentration in its volume ofbusiness with AT&T, T-Mobile, Verizon Wireless, and Sprint or their agents that accounts for a significant portion of the Company's revenues, receivables,and deferred site rental receivables. The Company mitigates its concentrations of credit risk with respect to trade receivables by actively monitoring thecreditworthiness of its tenants, the use of tenant leases with contractually determinable payment terms, or proactive management of past due balances.17.Supplemental Cash Flow InformationThe following table is a summary of the supplemental cash flow information during the years ended December 31, 2015, 2014 and 2013. Years Ended December 31, 201520142013Supplemental disclosure of cash flow information: Interest paid$489,970 $491,076 $477,395Income taxes paid28,771 18,770 15,591Supplemental disclosure of non-cash investing and financing activities: Increase (decrease) in accounts payable for purchases of property and equipment(7,042) 11,407 (1,082)Purchase of property and equipment under capital leases and installment land purchases60,270 43,609 57,361Installment payment receivable for sale of CCAL (see note 3)117,384 — —18.Quarterly Financial Information (Unaudited)Summary quarterly financial information for the years ended December 31, 2015 and 2014 is as follows: Three Months Ended March 31 June 30 September 30 December 312015: Net revenues$900,471 $899,437 $918,107 $945,836Operating income (loss)244,911 240,731 230,802 229,736Gains (losses) on retirement of long-term obligations24 (4,181) — —Benefit (provision) for income taxes (a)1,435 4,144 3,801 42,077Net income (loss) attributable to CCIC stockholders122,791 1,153,360 103,779 141,062Net income (loss) attributable to CCIC common stockholders, percommon share: Basic$0.34 $3.43 $0.28 $0.39Diluted$0.34 $3.42 $0.28 $0.39 Three Months Ended March 31 June 30 September 30 December 312014: Net revenues$841,763 $878,242 $892,883 $925,868Operating income (loss)239,207 217,178 239,052 245,245Gains (losses) on retirement of long-term obligations— (44,629) — —Benefit (provision) for income taxes3,040 3,101 1,977 3,126Net 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 (a)Inclusive of the tax adjustment of $33.8 million in conjunction with the inclusion of small cells in the REIT in January 2016 . See also notes 11 and 19.77NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)19.Subsequent EventsSmall Cells REIT InclusionEffective January 2016, the Company's small cells that were previously included in one or more wholly-owned TRSs are included in the REIT. See note11.2016 Credit FacilityOn January 21, 2016, the Company completed a new $5.5 billion Senior Unsecured Credit Facility ("2016 Credit Facility"), consisting of a $2.5 billionSenior Unsecured Revolving Credit Facility ("2016 Revolver") maturing on January 21, 2021, a $1.0 billion Senior Unsecured 364-Day Revolving CreditFacility ("364-Day Facility") maturing on January 19, 2017, and a $2.0 billion Senior Unsecured Term Loan A Facility ("2016 Term Loan A") maturing onJanuary 21, 2021. As of February 15, 2016, the 364-Day Facility had been paid in full and terminated and there was $355 million drawn on the 2016Revolver. The 2016 Credit Facility bears interest at a per annum rate equal to LIBOR plus 1.125% to 2.000%, based on the Company's senior unsecured debtrating. The proceeds of the loans under the 2016 Credit Facility, together with cash on hand, were used to repay all outstanding borrowings under thepreviously outstanding 2012 Credit Facility. The credit agreement governing the Company's 2016 Credit Facility contains financial maintenance covenants. The Company is currently incompliance with these financial maintenance covenants, and based upon current expectations, the Company believes it will continue to comply with itsfinancial maintenance covenants. In addition, certain of the Company's debt agreements also contain restrictive covenants that place restrictions on CCIC orits subsidiaries and may limit the Company's ability to, among other things, incur additional debt and liens, purchase the Company's securities, make capitalexpenditures, dispose of assets, undertake transactions with affiliates, make other investments, pay dividends or distribute excess cash flow.2016 Senior Unsecured NotesOn February 8, 2016 the Company issued $1.5 billion aggregate principal amount of investment grade senior unsecured notes ("2016 Senior UnsecuredNotes"), which consist of (1) $600.0 million aggregate principal amount of 3.4% Senior Notes with a final maturity date of February 2021, and (2) $900.0million aggregate principal amount of 4.45% Senior Notes with a final maturity date of February 2026.The Company used the net proceeds from the 2016 Senior Unsecured Notes offering, together with cash on hand, to (1) repay in full all outstandingborrowings under the 364-Day Facility (and, in connection therewith, terminate all commitments thereunder), and (2) to repay $500.0 million of outstandingborrowings under the 2016 Revolver.Common Stock DividendOn February 18, 2016, the Company declared a quarterly common stock dividend of $0.885 per share, which was approved by the Company's board ofdirectors. The common stock dividend will be paid on March 31, 2016 to common stockholders of record as of March 18, 2016.78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, 2015, 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 31,2015, 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, 2015. Based on theCompany's assessment, management has concluded that the Company's internal control over financial reporting was effective as of December 31, 2015 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, 2015 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.79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 2016 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 2016 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 2016 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, 2015: 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— $— 12,297,463(b) Equity compensation plans not approved by security holders— — — Total— $— 12,297,463 (a)See note 13 to the consolidated financial statements for more detailed information regarding the registrant's equity compensation plans.(b)Of these shares remaining available for future issuance, 1,776,840 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 2016 Proxy Statement and is incorporated herein by reference.Item 14. Principal Accounting Fees and ServicesThe information required to be furnished pursuant to this item will be set forth in the 2016 Proxy Statement and is incorporated herein by reference.80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 42.(a)(2) Financial Statement Schedules:Schedule II—Valuation and Qualifying Accounts follows this Part IV.Schedule III—Schedule of Real Estate and Accumulated Depreciation.All other schedules are omitted because they are not applicable or because the required information is contained in the financial statements ornotes 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).81CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESSCHEDULE II—VALUATION AND QUALIFYING ACCOUNTSYEARS ENDED DECEMBER 31, 2015, 2014 AND 2013(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: 2015$10,037 $2,958 $— $(3,421) $9,5742014$7,547 $3,101 $— $(611) $— $10,0372013$7,562 $1,351 $— $(1,366) $— $7,547 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: 2015$21,038 $164 $— $(3,000) $— $(16,208) $1,9942014$27,264 $1,797 $— $(9,106) $— $1,083 $21,0382013$70,940 $717 $— $(2,174) $— $(42,219) $27,264 (a)Inclusive of (1) the effects of acquisitions, (2) the REIT conversion, and (3) the inclusion of small cells in the REIT in January 2016.82CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESSCHEDULE III—SCHEDULE OF REAL ESTATE AND ACCUMULATED DEPRECIATIONYEAR ENDED DECEMBER 31, 2015(In thousands of dollars)DescriptionEncumbrances Initial cost tocompanyCost capitalizedsubsequent toacquisitionGross amountcarried at closeof current period Accumulateddepreciation atclose of currentperiodDate ofconstructionDate acquiredLife on whichdepreciation inlatest incomestatement iscomputed39,697 towers(1)$9,752,747(2) (3) (3) $15,110,835(4) $(5,648,598)VariousVariousUp to 20 years(1)Amount is exclusive of small cell nodes. No single tower exceeds 5% of the aggregate gross amounts at which the assets were carried at the close of the period set forth in the tableabove.(2)As of December 31, 2015, $5.7 billion of the Company's debt is secured by (1) a security interest in substantially all of the applicable issuers' assignable personal property, (2) apledge of the equity interests in each applicable issuer, and (3) a security interest in the applicable issuers' leases with tenants to lease tower space (space licenses). In addition, the2012 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 and certain of its subsidiaries' depositaccounts and securities accounts.(3)The Company has omitted this information, as it would be impracticable to compile such information on a tower-by-tower basis.(4)Does not include those towers under construction. 2015Gross amount at beginning$13,795,914Additions during period: Acquisitions through foreclosure—Other acquisitions (1)(2)424,919Wireless infrastructure construction and improvements713,465Purchase of land interests90,496Sustaining capital expenditures75,888Other (3)61,801Total additions1,366,569Deductions during period: Cost of real estate sold or disposed(51,648)Other—Total deductions:(51,648)Balance at end$15,110,835(1)Inclusive of changes between the final purchase price allocation and the preliminary purchase price allocations.(2)Includes acquisitions of wireless infrastructure.(3)Predominately relates to the purchase of property and equipment under capital leases and installment land purchases. 2015Gross amount of accumulated depreciation at beginning$(4,917,542)Additions during period: Depreciation(759,332)Total additions(759,332)Deductions during period: Amount for assets sold or disposed23,946Other4,330Total deductions28,276Balance at end$(5,648,598)83INDEX TO EXHIBITSItem 15 (a) (3) Exhibit Number Exhibit Description(nn)1.1 Form of Sales Agreement, dated August 28, 2015, between Crown Castle International Corp. and each of Merrill Lynch, Pierce,Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., J.P.Morgan Securities LLC, Mizuho Securities USA Inc., Mitsubishi UFJ Securities (USA), Inc., Morgan Stanley & Co. LLC, RBCCapital Markets, LLC, SMBC Nikko Securities America, Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities,LLC(gg)2.1 Agreement and Plan of Merger by and between Crown Castle International Corp. and Crown Castle REIT Inc., dated September19, 2014(a)2.2 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)2.3 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)2.4 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)2.5 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)2.6 Crown Atlantic Company LLC First Amendment to Operating Agreement, dated May 1, 2003, by Crown Atlantic Company LLC,and each of Bell Atlantic Mobile, Inc. and Crown Atlantic Holding Sub LLC(c)2.7 Agreement to Sublease dated June 1, 1999 by and among BellSouth Mobility Inc., BellSouth Telecommunications Inc., TheTransferring Entities, Crown Castle International Corp. and Crown Castle South Inc.(c)2.8 Sublease dated June 1, 1999 by and among BellSouth Mobility Inc., Certain BMI Affiliates, Crown Castle International Corp. andCrown Castle South Inc.(e)2.9 Agreement to Sublease dated August 1, 1999 by and among BellSouth Personal Communications, Inc., BellSouth Carolinas PCS,L.P., Crown Castle International Corp. and Crown Castle South Inc.(e)2.10 Sublease dated August 1, 1999 by and among BellSouth Personal Communications, Inc., BellSouth Carolinas PCS, L.P., CrownCastle International Corp. and Crown Castle South Inc.(d)2.11 Formation Agreement dated November 7, 1999 relating to the formation of Crown Castle GT Company LLC, Crown Castle GTHolding Sub LLC and Crown Castle GT Holding Company LLC(e)2.12 Operating Agreement, dated January 31, 2000 by and between Crown Castle GT Corp. and affiliates of GTE Wireless Incorporated(hh)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)(mm)3.2 Amended and Restated By-Laws of Crown Castle International Corp., dated July 30, 2015(hh)4.1 Form of Common Stock Certificate(hh)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 Issuers84Exhibit Number Exhibit Description(t)4.6 Indenture Supplement, dated as of August 16, 2010, relating to the Senior Secured Tower Revenue Notes, Series 2010-5, 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)4.7 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(ff)4.8 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)4.9 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)4.10 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(w)4.11 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(hh)4.12 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(x)4.13 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(ee)4.14 Base Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon TrustCompany, N.A., as trustee(ee)4.15 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(hh)4.16 Second Supplemental Indenture dated December 15, 2014, between Crown Castle REIT Inc., Crown Castle International Corp.and The Bank of New York Mellon Trust Company, N.A., as trustee(hh)4.17 Third Supplemental Indenture dated December 15, 2014, between Crown Castle REIT Inc., Crown Castle International Corp. andThe Bank of New York Mellon Trust Company, N.A., as trustee(kk)4.18 Indenture Supplement, dated as of May 15, 2015, relating to the Senior Secured Tower Revenue Notes, Series 2015-1, 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 LLC, Crown Castle Towers05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers(kk)4.19 Indenture Supplement, dated as of May 15, 2015, relating to the Senior Secured Tower Revenue Notes, Series 2015-2, 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 LLC, Crown Castle Towers05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers(pp)4.20 Fourth Supplemental Indenture dated February 8, 2016 between Crown Castle International Corp. and The Bank of New YorkMellon Trust Company, N.A., as trustee, to the Indenture dated April 15, 2014, between Crown Castle international corp. and TheBank of New York Mellon Trust Company, N.A., as trustee(b)10.1 Global Lease Agreement dated March 31, 1999 between Crown Atlantic Company LLC and Cellco Partnership, doing business asBell Atlantic Mobile85Exhibit Number Exhibit Description(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 Hawk(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(aa)10.6 Amendment to 2004 Stock Incentive Plan, as amended(z)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(ii)10.13 Crown Castle International Corp. 2015 Executive Management Team Annual Incentive Plan(dd)10.14 Form of 2013 Long-Term Incentive Plan Restricted Stock Units Agreement(ii)10.15 Summary of Non-employee Director Compensation(i)10.16 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)10.17 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)10.18 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)10.19 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)10.20 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)10.21 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)10.22 Agreement to Contribute, Lease and Sublease, dated as of February 14, 2005 among Sprint Corporation, the Sprint subsidiariesnamed therein and Global Signal Inc.(p)10.23 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)10.24 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.86Exhibit Number Exhibit Description(p)10.25 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.(p)10.26 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)10.27 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)10.28 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)10.29 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)10.30 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)10.31 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(v)10.32 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.(x)10.33 Management Agreement, dated as of December 24, 2012, by and among Crown Castle USA Inc., as Manager, and Global SignalAcquisitions LLC, Global Signal Acquisitions II LLC, Pinnacle Towers LLC and the direct and indirect subsidiaries of PinnacleTowers LLC, collectively, as Owners(y)10.34 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(y)10.35 MPL Site Master Lease Agreement, dated as of November 30, 2012, by and among Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., VoiceStream Pittsburgh, L.P., T-Mobile West LLC, T-MobileNortheast LLC, Wireless Alliance, LLC, SunCom Wireless Operating Company, L.L.C., T-Mobile USA, Inc. and CCTMO LLC(y)10.36 Sale Site Master Lease Agreement, dated as of November 30, 2012, by and among Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., VoiceStream Pittsburgh, L.P., T-Mobile West LLC, T-MobileNortheast LLC, Wireless Alliance, LLC, SunCom Wireless Operating Company, L.L.C., T-Mobile USA, Inc., T3 Tower 1 LLC andT3 Tower 2 LLC(y)10.37 Management Agreement, dated as of November 30, 2012, by and among SunCom Wireless Operating Company, L.L.C., CookInlet/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., T-Mobile USA Tower LLC, T-Mobile West Tower LLC, CCTMO LLC, T3 Tower 1 LLC and T3 Tower 2 LLC(bb)10.38 Commitment Letter, dated as of October 18, 2013, among Crown Castle International Corp., Morgan Stanley Senior Funding, Inc.,Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., J.P. Morgan SecuritiesLLC, Barclays Bank PLC, SunTrust Bank, The Royal Bank of Scotland plc, Credit Agricole Corporate and Investment Bank,Royal Bank of 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 MitsuiBanking Corporation(bb)10.39 Master Agreement dated as of October 18, 2013, among AT&T Inc. and Crown Castle International Corp.(cc)10.40 Master Prepaid Lease, dated as of December 16, 2013, by and among CCATT LLC, AT&T Mobility LLC and the AT&T Lessorsparty thereto(cc)10.41 MPL Site Master Lease Agreement, dated as of December 16, 2013, by and among CCATT LLC, AT&T Mobility LLC and theAT&T Collocators party thereto(cc)10.42 Sale Site Master Lease Agreement, dated as of December 16, 2013, by and among AT&T Mobility LLC, the AT&T Collocatorsparty thereto and the Tower Operators party thereto(cc)10.43 Management Agreement, dated as of December 16, 2013, by and among CCATT LLC, the Sale Site Subsidiaries party thereto, theAT&T Newcos party thereto and the AT&T Contributors party thereto87Exhibit Number Exhibit Description(jj)10.44 Stock Purchase Agreement, dated as of April 29, 2015, by and among Quanta Services, Inc., Crown Castle International Corp. andCC SCN Fiber LLC(ll)10.45 Agreement for the Sale and Purchase of the Shares of Crown Castle Australia Holdings Pty Ltd, dated May 14, 2015, by andamong Crown Castle International Corp., Crown Castle Operating LLC, The Trust Company (Nominees) Limited, ToddInternational Investments Limited, Oceania Capital Limited, Birdsong Capital Limited, Baytown Investments Limited, HeritagePTC LLC, David Lloyd CCA Limited, Turri Finance Pty Ltd and Turri Bidco Pty Ltd(oo)10.46 Credit Agreement dated as of January 21, 2016, among Crown Castle International Corp., the lenders and issuing banks partythereto and JPMorgan Chase Bank, N.A., as administrative agent*10.47 Form of Severance Agreement between Crown Castle International Corp. and Kenneth J. Simon, effective September 14, 2015*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, 2007.88(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.(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 10-K (File No. 001-16441) for the year endedDecember 31, 2011.(v)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on October 2, 2012.(w)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on October 16, 2012.(x)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on December 28, 2012.(y)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.(z)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.(aa)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on May 28, 2013.(bb)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on October 21, 2013.(cc)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.(dd)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on February 26, 2014.(ee)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on April 15, 2014.(ff)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on July 1, 2014.(gg)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on September 23, 2014.(hh)Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on December 16, 2014.(ii)Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on February 19, 2015.(jj)Incorporated by reference to the exhibit previously filed by the Registrant on Form 10-Q (File No. 001-16441) for the quarter ended March 31, 2015.(kk)Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on May 21, 2015.(ll)Incorporated by reference to the exhibit previously filed by the Registrant on Form 10-Q (File No. 001-16441) for the quarter ended June 30, 2015.(mm)Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on August 4, 2015.(nn)Incorporated by reference to the exhibit previously filed by the Registrant on Form 10-Q (File No. 001-16441) for the quarter ended September 30,2015.(oo)Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on January 22, 2016.(pp)Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on February 8, 2016.89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 22nd day of February, 2016. 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 andKenneth J. Simon 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 herand in 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 anyand all amendments and supplements thereto, for the year ended December 31, 2015 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 22nd day of February, 2016.90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 /s/ ANTHONY J. MELONE DirectorAnthony J. Melone 91SEVERANCE AGREEMENTSEVERANCE AGREEMENT (“Agreement”), dated effective _____________, 20__ (“Commencement Date”) by andbetween Crown Castle International Corp. and _________________ (the “Executive”).This Agreement sets forth the terms and conditions of contingent severance arrangements between the Company (as definedbelow) and the Executive and cancels and supersedes all other severance related agreements between the parties.I.DEFINITIONSFor all purposes hereof, the following defined terms have the meanings set forth below:1.1 “Accrued Obligations” means all (i) accrued but unpaid Base Salary to the Executive’s Date of Termination, (ii) anyearned but unpaid bonus (other than the Current Annual Bonus and Prior Year Bonus), and (iii) any benefits for which theExecutive is eligible under the terms of any benefit Plan of the Company or its subsidiaries.1.2 “Annual Bonus” means the Executive’s target annual bonus for the calendar year with the Date of Termination.1.3 “Base Salary” means the greater of (i) the Executive’s annual base salary as of the date of Executive’s QualifyingTermination (without taking into account any reductions that constitute Good Reason) or (ii) if applicable, the Executive’sannual base salary in effect on the date of a Change in Control.1.4 “Cause” means (i) the Executive’s conviction of, or plea of guilty or nolo contendere to, any criminal violation involvingdishonesty, fraud or breach of trust, or any felony which materially adversely affects the Company or (ii) willful engagement bythe Executive in gross misconduct in the performance of duties owed the Company that materially adversely affects theCompany.1.5 “Change in Control” has the meaning set forth on Schedule 1 hereto.1.6 “Change in Control Period” means the period beginning on the date of a Change in Control and ending on the secondanniversary of that Change in Control.1.7 “Code” means Internal Revenue Code of 1986, as amended.1.8 “Company” means Crown Castle International Corp. and any successors thereto.1.9 “Current Annual Bonus” means the Executive’s target annual bonus for the calendar year with the Date of Termination,prorated on a daily basis from the beginning of the calendar year to the Date of Termination.1.10 “Date of Termination” means the effective date of the termination of the Executive’s employment with the Companyand its subsidiaries (as set forth in the Notice1of Termination, if applicable) and interpreted consistently as a “separation from service” under Section 409A of the Code(“Section 409A”).1.11 “Disability” means the Executive’s inability to perform the primary duties of Executive’s position for at least 180consecutive days due to a physical or mental impairment and confirmed by a medical examination to the Company’ssatisfaction.1.12 “Good Reason” means (i) the assignment to the Executive of any duties materially inconsistent with the Executive’sposition, authority, duties or responsibilities as of the date hereof or as of the date immediately preceding a Change in Control,if applicable, or any other action by the Company that results in a material diminution in such position, authority, duties orresponsibilities; (ii) a decrease in the Executive’s Base Salary or significant decrease in annual or long term bonus opportunity;(iii) a material reduction in any material benefits or other compensation provided to the Executive; (iv) the Company requiringthe Executive to be based at any office or location outside the Houston metropolitan area; (v) the Company’s material failure tocomply with its obligations under this Agreement; or (vi) the Company giving Notice (as defined in Section 2.1 (i)). Forpurposes of any determination regarding the existence of Good Reason during the Change in Control Period, any good faithdetermination by the Executive that Good Reason exists shall be presumed to be correct unless the Company establishes byclear and convincing evidence that Good Reason does not exist.1.13 “Non-Qualifying Termination” means any termination of the Executive’s employment with the Company and itssubsidiaries other than a Qualifying Termination.1.14 “Normal Option Expiration Date” means the normal expiration of each of the Stock Options without taking into accountany accelerated expiration date provisions relating to termination of employment, board membership or otherwise.1.15 “Notice of Termination” means a written notice of the termination of the Executive’s employment that (i) indicates thespecific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail, if applicable, the facts andcircumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and(iii) if the Date of Termination is other than the date of receipt of such notice, specifies the termination date. The failure by theExecutive to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason shallnot waive any right of the Executive hereunder or preclude the Executive from asserting such fact or circumstance in enforcingthe Executive’s rights hereunder.1.16 “Performance Awards” means any Stock Options or Restricted Stock Awards granted to Executive with a stock priceperformance or other performance requirement for vesting that has not been satisfied as of the Date of Termination; provided,that employment by the Executive is not a performance requirement.1.17 “Plan” means any plan, program, practice, arrangement or policy.21.18 “Plan Economic Equivalent” means (i) the costs of a reasonable comparable substitute Plan selected by the Executiveand Company for any Plan which does not permit the Executive’s continued participation after the Date of Termination plus agross up amount for any increases in net income taxes to the Executive relating to such provision of a substitute Plan or (ii) ifExecutive becomes covered by another benefit Plan, the Company’s incremental costs savings of not providing such benefits tothe Executive, commencing 30 days after written notice from Executive to terminate such benefits plus any additionalreasonable Plan or benefit notice or termination period the Company reasonably needs to receive costs savings.1.19 “Prior Year Bonus” means the unpaid annual incentive bonus for the year prior to the Date of Termination, if any,determined in accordance with the Company’s incentive or annual bonus plan for the year prior to the Date of Termination.1.20 “Qualifying Termination” means (i) the Company’s termination of the Executive’s employment with the Company forany reason other than for Cause or Disability or death or (ii) the Executive’s termination of employment with the Companywithin 60 days of the date upon which the Executive has knowledge of the occurrence of an event that constitutes GoodReason. A transfer of the Executive to any subsidiary of the Company shall not, in and of itself, be considered a termination ofemployment hereunder as long as Good Reason does not otherwise exist.1.21 “Restricted Stock Awards” means restricted stock awards, restricted stock units, phantom stock awards and other similarequity-based incentive compensation awards granted to the Executive relating to stock of the Company; provided, such awardsexclude Stock Options.1.22 “Stock Options” means stock options granted to the Executive to acquire stock of the Company.1.23 “Target” means as to any Performance Awards the greater of (i) 50% or (ii) the target percentage or amount for suchPerformance Awards.1.24 Other Terms. Other capitalized terms shall have the meaning indicated within this Agreement.II.TERM AND POSITION2.1 Term. This Agreement is effective as of the Commencement Date and terminates on the fifth anniversary of theCommencement Date (the “Term”); provided that, (i) beginning on the fifth anniversary of the Commencement Date and eachanniversary thereafter (each, an “Anniversary Date”) the Term shall be extended by 12 months unless either party providesnotice (the “Notice”) at least 60 days before any such Anniversary Date of his or its intent to terminate this Agreement as ofsuch Anniversary Date, and (ii) if a Change in Control occurs during the Term, this Agreement shall not expire until the later of(a) the expiration of the Term or (b) the end of the Change in Control Period.32.2 Position. During the Term, the Executive shall serve as __________________, or such other position agreed to in writingby the Company and Executive.III.TERMINATION OF EMPLOYMENT3.1 Termination by the Executive.(a) Termination for Good Reason. The Executive may terminate Executive’s employment during the Term for GoodReason by delivering a Notice of Termination to the Company in accordance with Section 6.8 within 60 days of thedate upon which the Executive has knowledge of the occurrence of the event purported to constitute “Good Reason”hereunder. The Company shall have 30 days from the date of the Executive’s Notice of Termination for Good Reasonto the Company to cure the Executive’s right to termination for Good Reason.(b) Termination Without Good Reason. The Executive may terminate Executive’s employment during the Termwithout Good Reason by delivering a Notice of Termination to the Company in accordance with Section 6.8 at least 15days prior to the effective date of such termination.3.2 Termination by the Company.(a) Termination for Cause. The Company may terminate the Executive’s employment during the Term for Cause bydelivering to the Executive in accordance with Section 6.8 a Notice of Termination and a copy of a resolution, dulyadopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors of theCompany (the “Board”), including at least 66-2/3% of those members of the Board who are not employees of theCompany at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and anopportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion ofthe Board, the Executive was guilty of conduct specified in the definition of “Cause”.(b) Termination Without Cause. The Company may terminate the Executive’s employment during the Term withoutCause by delivering a Notice of Termination to the Executive in accordance with Section 6.8.3.3 Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during theTerm. If the Company determines in good faith that the Disability of the Executive has occurred during the Term, it may giveto the Executive a Notice of Termination in accordance with Section 6.8 of this Agreement. In such event, the Executive’semployment shall terminate effective on the 30th day after receipt of such notice, provided that within the 30 days after suchreceipt, the Executive shall not have returned to full-time performance of the Executive’s duties.4IV.BENEFITS UPON TERMINATION4.1 Qualifying Termination Not Within the Change in Control Period. If, during the Term, the Executive’s employment withthe Company and its subsidiaries is terminated in a Qualifying Termination and such termination does not occur during aChange in Control Period:(a) the Company shall pay to the Executive in a cash lump sum within 30 days after the Date of Termination, the sumof (i) all Accrued Obligations and (ii) the product of one (1) times the sum of the Executive’s Base Salary and AnnualBonus;(b) for one (1) year following the Date of Termination, or such longer period as each Plan may provide, the Companyshall continue medical, dental, and vision benefits to the Executive and the Executive’s family at a level at least equal tothose that would have been provided if the Executive’s employment had not been terminated under such Plan of theCompany applicable to the Executive as of the Date of Termination (with payment of the Plan Economic Equivalent asto each Plan (i) that does not permit the Executive’s continued participation or (ii) that the Executive becomes coveredunder another Plan with similar or comparable benefits (after 30 days notice to the Company));(c) all Stock Options held by the Executive shall become immediately vested and exercisable, and all Restricted StockAwards held by the Executive shall continue to vest as if the Executive was an employee of the Company for the two(2) year period after the Date of Termination (“Vesting Period”); provided, however, that for purposes of determiningthe Vesting Period with respect to Restricted Stock Awards granted to Executive in connection with thecommencement of Executive’s employment with the Company, the Executive shall continue to vest as if the Executivewas an employee of the Company until such Restricted Stock Awards are fully vested;(d) the Company shall pay the Executive the Current Annual Bonus when and if (taking into account the performanceconditions) annual bonuses for the year of termination are paid to other executive officers of the Company;(e) the Executive shall be entitled to fully participate in the Company’s 401(k) plan for the calendar year with the Dateof Termination including the Company contributions based upon participation or matching (with payment of the after-tax economic equivalent if and to the extent such is not permitted under the Company’s 401(k) plan or by applicablelaw);(f) the Company shall pay to Executive the Prior Year Bonus when and if any annual bonuses for the year prior to theDate of Termination are paid to other executive officers of the Company; and(g) the Executive shall, as of such termination, be released by the Company (including its subsidiaries) from any andall claims and causes of action of any5kind or character arising from Executive’s employment with the Company (including its subsidiaries and any boardmembership relating to employment) and the Company shall indemnify and hold harmless the Executive against anysuch claims or causes of action to the extent permitted by applicable law.4.2 Qualifying Termination During the Change in Control Period. If, during the Term, the Executive’s employment with theCompany and its subsidiaries is terminated in a Qualifying Termination and such termination occurs during a Change inControl Period:(a) the Company shall pay to the Executive in a cash lump sum within 30 days after the Date of Termination, the sumof (i) all Accrued Obligations and (ii) the product of two (2) times the sum of the Executive’s Base Salary and AnnualBonus;(b) for two (2) years following the Date of Termination, or such longer period as each Plan may provide, theCompany shall continue medical, dental, and vision benefits to the Executive and the Executive’s family at a level atleast equal to those that would have been provided if the Executive’s employment had not been terminated under suchPlan of the Company applicable to the Executive as of the Date of Termination (with payment of the Plan EconomicEquivalent as to each Plan (i) that does not permit the Executive’s continued participation or (ii) that the Executivebecomes covered by another Plan with similar or comparable benefits (after 30 days notice to the Company));(c) all Stock Options and Restricted Stock Awards held by the Executive shall become immediately vested and suchStock Options shall become immediately exercisable; provided, that the Target shall immediately vest as to anyPerformance Awards and the Executive shall continue to vest as to any Performance Awards in excess of Target as ifthe Executive was an employee of the Company after the Date of Termination.(d) the Company shall pay the Executive the Current Annual Bonus when and if (taking into account the performanceconditions) annual bonuses for the year of termination are paid to other executive officers of the Company;(e) the Executive shall be entitled to fully participate in the Company’s 401(k) plan for the calendar year with the Dateof Termination including the Company contributions based upon participation or matching (with payment of the after-tax economic equivalent if and to the extent such is not permitted under the Company’s 401(k) plan or by applicablelaw);(f) the Company shall pay to Executive the Prior Year Bonus when and if any annual bonuses for the year prior to theDate of Termination are paid to other executive officers of the Company; and(g) the Executive shall, as of such termination, be released by the Company (including its subsidiaries) from any andall claims and causes of action of any kind or character arising from Executive’s employment with the Company6(including its subsidiaries and any board membership relating to employment) and the Company shall indemnify andhold harmless the Executive against any such claims or causes of action to the extent permitted by applicable law.Any provision in this Agreement to the contrary notwithstanding, if a Change in Control occurs within six (6)months after the Date of Termination, which constitutes a change in ownership or effective control of the Company or achange in the ownership of a substantial portion of its assets within the meaning of such terms under Section 409A, andif it is reasonably demonstrated by the Executive that such termination of employment (x) was at the request of a thirdparty who had taken steps reasonably calculated to effect the Change in Control or (y) otherwise arose in connectionwith or anticipation of the Change in Control, then for all purposes of this Agreement the termination of the Executive’semployment shall be deemed to have occurred during a Change in Control Period. In such circumstance, theincremental taxable payments pursuant to subsections (a)(ii), (b) and (c) as the result of deemed termination during aChange in Control Period shall be made in the first regularly scheduled payroll date following the Change in Control or,if later, the scheduled date of payment in any bonus or other plan pursuant to which the payments are made.Notwithstanding anything to the contrary in this Section 4.2, if the Date of Termination is on or after the Executive’s65th birthday, the Executive shall not receive the benefits pursuant to (a)(ii), (b) or (e) of this Section 4.2.4.3 Non-Qualifying Termination. If the Executive’s employment with the Company and its subsidiaries is terminated in aNon-Qualifying Termination, this Agreement shall terminate without further obligations to the Executive other than AccruedObligations; provided, that, if the Executive’s employment is terminated due to Executive’s death or Disability, (i) theCompany shall pay to Executive (or his personal representative) the Current Annual Bonus when and if (taking into accountthe performance conditions) annual bonuses for the year of the Executive’s death or Disability are paid to other executiveofficers of the Company, (ii) the Company shall pay to Executive (or his personal representative) the Prior Year Bonus whenand if any annual bonuses for the year prior to the Executive’s death or Disability are paid to other executive officers of theCompany, and (iii) all Stock Options held by the Executive shall become immediately vested and exercisable, and all RestrictedStock Awards held by the Executive shall continue to vest as if the Executive was an employee of the Company for theVesting Period.4.4 Option Exercise and Termination. All vested Stock Options granted to the Executive (including Stock Options vestedpursuant to this Agreement) shall be exercisable for 24 months following the later of (a) the Date of Termination or (b) the datethat Executive ceases to be a member of the Board and a member of the board of director of any of the Company subsidiaries;provided that the exercise period shall (i) extend to any longer period for exercise of Stock Options pursuant to the applicablestock option agreement or certificate for such Stock Options and (ii) not extend beyond the Normal Option Expiration Date.The Company as to Stock Options granted to the Executive may not (a) require the exercise of such Stock Options, (b) reducethe exercise7period for such Stock Options or (c) otherwise take action to circumvent the exercise period for such Stock Options as providedabove. The above provisions shall supersede any contrary provisions in any stock option agreement, stock option certificate orother document.4.5 Section 409A Limitation.(a) Notwithstanding anything to the contrary in Sections 4.1 and 4.2, the taxable amounts payable by the Company to the Executive pursuant to (a)(ii), (d) and (e) of Section 4.1 or 4.2, asapplicable, and other Company separation pay plan amounts, if any, shall be paid on the 1st day following the 6th monthanniversary of the Date of Termination (“409A Deferred Date”) (or, if earlier, the date of Executive’s death) if theExecutive is a “specified employee” pursuant to Section 409A. Notwithstanding anything to the contrary in Sections4.1(b) and 4.2(b), with respect to the taxable amounts payable by the Company for the time period after Executivewould be entitled to continuation coverage under a Company group health plan under Section 4980B of the Code if theExecutive elected such coverage and paid the applicable premiums, Executive shall pay the monthly cost of the benefitsconsistent with the Company’s then current practices and the Company shall reimburse the Executive within 30 daysafter the Executive’s payment. Any reimbursements provided during an Executive’s taxable year shall not affect theamount eligible for reimbursement in any other taxable year and the right to premium reimbursement shall not besubject to liquidation or exchange for another payment or benefit. Notwithstanding anything to the contrary in Section6.2, a payment pursuant to Section 6.2 shall be made (i) on or after the 409A Deferred Date if such payment isconditioned upon separation from service, (ii) on a monthly basis as to legal reimbursement, payable on the 1st day ofeach month (subject to (i) above), (iii) no later than the end of the taxable year of the Executive (or his estate), asapplicable, following the taxable year in which a reimbursable expense was incurred (subject to (i) above), and (iv) nolater than the end of the 3rd anniversary of the Executive’s death.(b) Any payment or benefit that otherwise would be paid or provided following the Date of Termination and that is subject to deferral pursuant to Section 4.5(a) shall be accumulated andpaid in a lump sum at the earliest date which complies with the requirements of Section 409A. This Section 4.5 and theAgreement shall be interpreted and construed consistent with Section 409A and concomitant regulations in order toavoid the imposition of any additional taxes and interest pursuant to Section 409A (“409A Taxes”).”V.NONCOMPETITION OBLIGATIONSThe Executive shall be subject to the following noncompetition obligations:(a) As consideration for the Severance Agreement as provided herein, the Company and the Executive agree to thenoncompetition obligations hereunder. From the effective date of this agreement and continuing for a period of 12 months fromthe Date of8Termination, the Executive shall not personally engage in any “Competitive Activities” (as defined below) within anygeographic area in the United States or Australia in which the Company or any of its Affiliates is then engaged in CompetitiveActivities (“Restricted Areas”); including, without limitation, working for, owning, managing, operating, controlling orparticipating in the ownership, management, operation or control of, or providing consulting or advisory services to, anyindividual partnership, firm, corporation, institution, entity or other person (“person”) engaged in Competitive Activities withinany Restricted Areas; provided, however, that the purchase or holding for investment purposes only, of securities of a companyshall not constitute “ownership” or “participation in ownership” for these purposes so long as the equity interest in any suchcompany represents less than 5% of the outstanding capital stock of such company. Anything herein to the contrarynotwithstanding, no person shall be deemed engaged in Competitive Activities if less than 5% of its revenues are derived from“Competitive Activities” as defined in the next paragraph.For such purposes above, “Competitive Activities” mean any business activity involving or relating to owning or operatingwireless communication or broadcast towers located in the Restricted Area; provided, however, that if the Company is advisedof a business opportunity by the Executive as provided below, and it declines to pursue such business opportunity, theExecutive shall be free to pursue such business opportunity and such activity shall not be a “Competitive Activity.” If after theDate of Termination the Executive becomes aware of a business opportunity which involves a Competitive Activity in theRestricted Area, the Executive shall fully advise (in writing and indicating that such information is pursuant to this provision)the Company as to such opportunity and will not pursue it except as provided herein. If, within 15 business days of theExecutive’s advising the Company of such business opportunity, the Board fails to adopt a resolution (and provide a certifiedcopy to the Executive) that it will pursue such business opportunity, the Company will be deemed to have declined to pursuesuch opportunity. If, after a vote by the Board in favor of pursuing a business opportunity, the Company “fails to pursue” suchopportunity, then the Company, including for this purpose the Board, shall be deemed to have declined to pursue such businessopportunity as of the date it “fails to pursue” such opportunity. “Fails to pursue” means that the Company has failed to pursuesuch opportunity in a reasonable commercial manner and “fails to pursue” is irrebutably presumed if (x) within 30 days of suchvote, the Company has not signed a confidentiality agreement with the parties representing such business opportunity; (y)within 60 days of such vote, the Company has not begun the due diligence process regarding such business opportunity; or (z)within 120 days of such vote, the Company is not in active discussions, or has otherwise terminated its discussions with theparties representing such business opportunity.Notwithstanding anything to the contrary in this Section V(a), (i) activities shall not be deemed to be “Competitive Activities”solely as a result of the Executive’s being employed by or otherwise associated with a business of which a unit is incompetition with the Company but as to which unit Executive does not have direct or indirect responsibility or directinvolvement, and (ii) nothing herein shall prohibit Executive from owning, managing, operating, controlling or participating inthe ownership, management, operation or control of, or being employed by or engaged as an independent contractor9for a law firm or other person engaged primarily in the performance of legal services, and such activities shall not be deemed tobe “Competitive Activities”.For purposes of this Agreement, “Affiliate” of a specified person means a person that directly or indirectly controls, iscontrolled by, or is under common control with the person specified.(b) For a period of 12 months from the Date of Termination, the Executive shall not knowingly induce any employee of theCompany or any of its Affiliates to terminate his or her employment with the Company or any of the Affiliates to work with orfor the Executive or any of Executive’s future employers and provided further that the Executive’s response to unsolicitedrequests for employment references for employees of the Company shall not be a violation of this restriction.(c) The Executive understands that the restrictions set forth in (a) and (b) above may limit the Executive’s ability to engage incertain businesses in the Restricted Areas during the 12-month period provided for in (a) and (b) above, but acknowledges thatthe Executive will receive sufficiently high remuneration and other benefits under this Severance Agreement to justify suchrestrictions. The Executive acknowledges that money damages would not be sufficient remedy for any breach of the provisionsof (a) and (b) above by the Executive, and the Company shall be entitled to enforce such provisions by specific performanceand injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusiveremedies for such breach, but shall be in addition to all remedies available at law or in equity to the Company, includingwithout limitation, the recovery of damages from the Executive and the Executive’s agents involved in such breach andremedies available to the Company pursuant to other agreements with the Executive. Notwithstanding the foregoing, in theevent that the Executive and/or the Executive’s agents breach the restrictions set forth in clauses (a) and/or (b), the Companyshall in no circumstances be entitled to recover damages or other compensation in respect of all such breaches in excess of 50%of the amount paid to Executive pursuant to Section 4.1(a)(ii) or 4.2(a)(ii), as applicable.(d) It is expressly understood and agreed that the Company and the Executive consider the restrictions contained in (a) and (b)above to be reasonable and necessary to protect the business of the Company. Nevertheless, if any of the aforesaid restrictionsare found by an arbitrator or a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, orotherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such arbitrator or court so as tobe reasonable and enforceable and, as so modified by such arbitrator or court, to be fully enforced.VI.MISCELLANEOUS PROVISIONS6.1 Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive’s continuing or futureparticipation in any benefit, bonus, incentive or other Plan provided by the Company or any of its Affiliates and for which theExecutive may qualify (including, without limitation, any insurance benefits relating to death or Disability of the Executive),nor shall anything herein limit or otherwise affect such10rights as the Executive may have under any other agreements with the Company or any of its Affiliates; provided that, byexecuting this Agreement, the Executive acknowledges Executive’s ineligibility for, and waives any other right Executive mayhave to receive, any other severance or termination benefits provided by the Company or its subsidiaries. Amounts which arevested benefits or which the Executive is otherwise entitled to receive under any Plan of the Company or any of its Affiliates(other than any severance plan or program of the Company and its subsidiaries) at or subsequent to the Date of Terminationshall be payable in accordance with such Plan except as explicitly modified by this Agreement.6.2 Other Payments and Obligations. The Company’s obligation to make the payments provided for in this Agreement andotherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or otherclaim, right or action which the Company may have against the Executive or others. In no event shall the Executive beobligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executiveunder any of the provisions of this Agreement. The Company agrees to pay, from time to time promptly upon invoice, to thefull extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest orcontroversy (regardless of the outcome thereof and whether or not litigation is involved) by the Company, the Executive orothers of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performancethereof; provided any contest or dispute is not in bad faith by the Executive.6.3 Confidential Information.(a)During the Term and thereafter, the Executive shall not, without the written consent of the Chief ExecutiveOfficer of the Company (“CEO”) or the Board (including an applicable committee of the Board) disclose to any person,other than (i) an employee of the Company, (ii) a person to whom disclosure is reasonably necessary or appropriate inconnection with the performance by the Executive of Executive’s duties as an executive of the Company, (iii) to theextent required by applicable law (including any rule or regulation) or (iv) to the extent necessary to enforceExecutive’s rights pursuant to this Agreement, any material confidential information obtained by Executive while in theemploy of the Company or its subsidiaries with respect to any of the products, improvements, formulas, designs orstyles, processes, customers, methods of distribution or methods of manufacture of the Company or its subsidiaries, thedisclosure of which Executive knows will be materially damaging to the Company; provided, however, thatconfidential information shall not include any information known generally to the public (other than as a result ofunauthorized disclosure by the Executive) or any information of a type not otherwise considered confidential bypersons engaged in the same business or a business similar to that conducted by the Company. Information concerninga business opportunity described in Section V (a) which the Company declines or “fails to pursue” shall not constituteinformation for purposes of this section.11(b)Any and all inventions made, developed or created by the Executive (whether at the request or suggestion ofthe Company or otherwise, whether alone or in conjunction with others, and whether during regular hours of work orotherwise) during the period of Executive’s employment by the Company or its subsidiaries, which may be directly orindirectly useful in, or relate to, the business of or tests being carried out by the Company or any of its subsidiaries, willbe promptly and fully disclosed by the Executive to an appropriate executive officer of the Company and shall be theCompany’s exclusive property as against the Executive, and the Executive will promptly deliver to an appropriateexecutive officer of the Company all papers, drawings, models, data and other material relating to any invention made,developed or created by Executive as aforesaid.(c)The Executive will, upon the Company’s request and without any payment therefor, execute any documentsnecessary or advisable in the opinion of the Company’s counsel to direct issuance of patents to the Company withrespect to such inventions as are to be the Company’s exclusive property as against the Executive under Section 6.3 (b)above or to vest in the Company title to such inventions as against the Executive; provided, however, that the expenseof securing any such patent will be borne by the Company.(d)The foregoing provisions of this Section 6.3 shall be binding upon the Executive’s heirs, successors and legalrepresentatives.(e)In no event shall an asserted violation of the provisions of this Section 6.3 constitute a basis for deferring orwithholding any amounts otherwise payable to the Executive under this Agreement.6.4 Release and Agreement. As a condition to the receipt of any compensation and benefits under this Severance Agreement,if the Executive’s employment with the Company is subject to a Qualifying Termination, the Executive must first execute arelease and agreement (“Release”), in a reasonable commercial form, which shall release the Company and its subsidiaries andtheir officers, directors, employees and agents from any and all claims or causes of action arising out of the Executive’semployment with the Company or its subsidiaries on the termination of such employment and thereafter not revoke the Release;provided, however, that the Release shall not release the Company or its subsidiaries from their respective obligations underthis Agreement, or their respective obligations to the Executive with respect to rights of indemnification or contribution,whether under this Agreement, the Certificate of Incorporation or Bylaws of the Company or otherwise. Notwithstanding anyprovision herein to the contrary, if Executive has not delivered to the Company the executed Release on or before the 170thday after the Date of Termination, Executive shall forfeit all payments and benefits payable under Section 4.1 or 4.2 (other thanAccrued Obligations), as applicable; provided however, that Executive shall not forfeit such amounts and benefits if (i) theCompany has not delivered to Executive the required Release on or before the 30th day following the Date of Termination or(ii) such requirement is not necessary to avoid 409A Taxes. If a payment or benefit could otherwise be paid or provided indifferent calendar years as a result of the Release requirements, such payment shall be paid or provided in12the later calendar year. The performance of the Company’s obligation herein and the receipt of the payments and benefitsprovided herein to the Executive shall constitute full settlement of all such claims and causes of action and shall provideconsideration for the Release.6.5 Indemnification: D&O Coverage(a) If the Executive is made a party, is threatened to be made a party, or reasonably anticipates being made a party, toany Proceeding by reason of the fact that Executive is or was a director, officer, member, employee, agent, manager,trustee, consultant or representative (“Agent”) of the Company or any of its Affiliates or is or was serving at the requestof the Company or any of its Affiliates, as an Agent of another person or if any Claim is made, is threatened to bemade, or is reasonably anticipated to be made, that arises out of or relates to the Executive’s service in any of theforegoing capacities, then the Executive shall promptly notify the Company in writing and be indemnified and heldharmless to the fullest extent permitted or authorized by the Certificate of Incorporation or Bylaws of the Company as ineffect on the Date of Termination (subject to any limitations imposed by applicable law), against any and all costs,expenses, liabilities and losses (including, without limitation, reasonable attorneys’ and other professional fees andcharges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amountspaid or to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection withseeking to enforce Executive’s rights under this Section 6.5(a), and such indemnification shall continue as to theExecutive even if she has ceased to be an Agent of the Company or other person and shall inure to the benefit of theExecutive’s heirs, executors and administrators. The failure to give prompt notice shall only reduce the indemnificationobligation to the extent, if any, that the Company is damaged by such breach. The Executive shall be entitled to promptadvancement of any and all costs and expenses (including, without limitation, reasonable attorneys’ and otherprofessional fees and charges) incurred by Executive in connection with any such Proceeding or Claim to the fullestextent permitted or authorized by the Certificate of Incorporation or Bylaws of the Company as in effect on the Date ofTermination (subject to any limitations imposed by applicable law), any such advancement to be made promptly afterExecutive gives written notice, supported by reasonable documentation, requesting such advancement. Such noticeshall include, to the extent required by applicable law, an undertaking by the Executive to repay the amounts advancedto the extent that Executive is ultimately determined not to be entitled to indemnification against such costs andexpenses. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement ofexpenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement orunder applicable law). For purposes of this Agreement, “Claim” shall include, without limitation, any claim, demand,request, investigation, dispute, controversy, threat, discovery request, or request for testimony or information and“Proceeding” shall include, without limitation, any actual, threatened, or reasonably anticipated, action, suit or13proceeding, whether civil, criminal, administrative, arbitral, investigative, appellate, formal, informal or other.(b) Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made adetermination prior to the commencement of any Proceeding concerning payment of amounts claimed by the Executiveunder Section 6.5(a) that indemnification of the Executive is proper because Executive has met the applicable standardof conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) thatthe Executive has not met such applicable standard of conduct, shall create a presumption that the Executive has notmet the applicable standard of conduct.(c) A directors’ and officers’ liability insurance policy (or policies) shall be kept in place until the sixth anniversary ofthe Date of Termination, providing coverage to the Executive that is no less favorable to Executive in any respect(including with respect to scope, exclusions, amounts, and deductibles) than the coverage then being provided to anyother present or former senior executive or director of the Company.6.6 Successors.(a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not beassignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inureto the benefit of and be enforceable by the Executive’s legal representatives.(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation orotherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree toperform this Agreement in the same manner and to the same extent that the Company would be required to perform it ifno such succession had taken place.6.7 Statements Concerning Company or Executive. The Executive shall refrain from willfully and knowingly making anypublic statement, whether oral or written, about the Company, any of its Affiliates, any Executive Officer or any BoardMember, that is disparaging or defamatory to any such person. The Company shall use best commercial efforts to cause eachExecutive Officer and Board Member to refrain from making any public statement, whether oral or written, that is disparagingor defamatory to the Executive. For purposes of this Section 6.7, an “Executive Officer” is the CEO and any officer directlyreporting to the CEO, and a “Board Member” is any individual that is a member of the Board. A violation or threatenedviolation of any of the above prohibitions may be enjoined by any court with jurisdiction. The rights afforded under thisprovision are in addition to any and all rights otherwise afforded by applicable law. Nothing shall prevent the Executive or theCompany from truthfully and publicly14correcting incorrect statements or from making truthful disclosures to the extent required (i) by law, by a government agencyhaving supervisory authority over the business of the Company or any of its Affiliates or by any arbitrator, mediator oradministrative or legislative body (including a committee thereof) with apparent jurisdiction or (ii) to enforce this Agreement.6.8 Notices. All notices and other communications hereunder shall be in writing and shall be given by (i) personal delivery,(ii) registered or certified mail, return receipt requested, postage prepaid, addressed as indicated below or (iii) nationallyrecognized overnight courier, with written confirmation of receipt, addressed as indicated below:If to the Executive: Home address as currently shown on Human Resources Department records of Executive’s business unit. The current home address is: _______________________ _______________________ _______________________If to the Company: Crown Castle International Corp. 1220 Augusta Drive, Suite 600 Houston, Texas 77057 Attention: General Counsel/Corporate SecretaryA party may change address by written notice of such change in accordance herewith. Notice and communications shall beeffective when actually received by the addressee.6.9 Stock Retention. Executive acknowledges that the Company has established certain guidelines relating to the retention ofa minimum number of shares of Company common stock (“Retained Stock”) during the employment of the executive officersby the Company (including any of its subsidiaries) and that such guidelines will be applicable to Executive. Such guidelinesshall permit the Executive to sell shares of Company common stock, including Retained Stock, in order to satisfy any taxesarising from the receipt by the Executive of Company common stock pursuant to any Stock Option or Restricted Stock Award,and shall not require the Executive to purchase any shares of Company common stock. The number of shares of RetainedStock shall be adjusted for stock splits, stock dividends, spin offs and other relevant changes in the Company’s capital structure.Retained Stock shall include (i) restricted stock issued to Executive that is no longer subject to a forfeiture restriction, (ii) stockheld in an individual retirement account, 401(k) plan or other qualified plan pursuant to the Code for the primary benefit of theExecutive and/or Executive’s spouse and (iii) stock held by the Executive’s spouse. Restricted stock granted to the Executiveby the Company that is subject to forfeiture restrictions shall not be counted as Retained Stock.156.10 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity orenforceability of any other provision of this Agreement.6.11 Withholding. The Company may withhold from any amount payable under this Agreement such Federal, state or localtaxes as shall be required to be withheld pursuant to any applicable law or regulation.6.12 Waiver. The Executive’s failure to insist upon strict compliance with any provision hereof shall not be deemed to be awaiver of such provision or any other provision thereof.6.13 Entire Agreement. This Agreement contains the entire understanding of the Company and the Executive with respect tothe subject matter hereof.6.14 At Will Employment. The Executive and the Company acknowledge that the employment of the Executive by theCompany is “at will”.6.15 Choice of Law. This Agreement shall be governed by the law of Texas, without regard to its choice of law provisions.6.16 Counterparts. This Agreement may be executed in two or more counterparts.IN WITNESS WHEREOF, the Executive and the Company have entered into this Agreement effective as of the date firstwritten above in multiple originals.COMPANY: CROWN CASTLE INTERNATIONAL CORP. EXECUTIVE:By: Name: Date: Date: 16SCHEDULE I“Change in Control” shall mean:(a) the acquisition by any individual, entity or group (within the meaning of Sections 13 (d) (3) or 14 (d) (2) of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within themeaning of Rule 13d-3 promulgated under the Exchange Act) of 40% or more of either (i) the then outstanding sharesof common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power ofthe then outstanding voting securities of the Company entitled to vote generally in the election of directors (the“Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute aChange of Control: (i) any acquisition by the Company if no Person (excluding those Persons described in clauses (ii)and (iii) of this proviso) owns 40% or more of the Outstanding Company Common Stock or Company Stock VotingSecurities after such acquisition, (ii) any acquisition by any employee benefit plan (or related trust) sponsored ormaintained by the Company or any corporation controlled by the Company, or (iii) any acquisition by a corporationpursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, theconditions described in clauses (i), (ii) and (iii) of subsection (c), below, are satisfied.;(b) individuals who constitute the Board at the date of this Severance Agreement (the “Incumbent Board”) cease forany reason to constitute at least a majority of the Board; provided, however, that any individual becoming a directorsubsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approvedby a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though suchindividual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initialassumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies orconsents by or on behalf of a Person other than the Board;(c) the occurrence of a reorganization, merger or consolidation, unless, following such reorganization, merger orconsolidation, (i) more than 50% of, respectively, the then outstanding shares of common stock of the corporationresulting from such reorganization, merger or consolidation and the combined voting power of the then outstandingvoting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned,directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners,respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediatelyprior to such reorganization, merger or consolidation in substantially the same proportions as their ownership,immediately prior to such reorganization, merger or consolidation, of the17Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person(excluding the Company, any employee benefit plan (or related trust) of the Company or such corporation resultingfrom such reorganization, merger or consolidation and any Person beneficially owning, immediately prior to suchreorganization, merger or consolidation, directly or indirectly, 40% or more of the Outstanding Company CommonStock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 40% ormore of, respectively, the then outstanding shares of common stock of the corporation resulting from suchreorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of suchcorporation entitled to vote generally in the election of directors and (iii) at least a majority of the members of the boardof directors of the corporation resulting from such reorganization, merger or consolidation were members of theIncumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger orconsolidation; or(d) the occurrence of: (i) a complete liquidation or dissolution of the Company, (ii) the sale or other disposition of all orsubstantially all of the assets of the Company, or (iii) a similar transaction or series of transactions, other than to acorporation, with respect to which following such sale or other disposition, (A) more than 50% of, respectively, the thenoutstanding shares of common stock of such corporation and the combined voting power of the then outstanding votingsecurities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly orindirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of theOutstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale orother disposition in substantially the same proportion as their ownership, immediately prior to such sale or otherdisposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the casemay be, (B) no Person (excluding the Company and any employee benefit plan (or related trust) of the Company orsuch corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly orindirectly, 40% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, asthe case may be) beneficially owns, directly or indirectly, 40% or more of, respectively, the then outstanding shares ofcommon stock of such corporation and the combined voting power of the then outstanding voting securities of suchcorporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the boardof directors of such corporation were members of the Incumbent Board at the time of the execution of the initialagreement or action of the Board providing for such sale or other disposition of assets of the Company.18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, 2015 2014 2013 2012 2011Computation of earnings: Income (loss) from continuing operations before income taxes$473,829 $335,070 $251,001 $64,853 $151,196Add: Fixed charges (as computed below)750,968 791,386 752,241 717,672 611,522Subtract: Interest capitalized(4,805) (2,985) (1,832) (2,335) (265) $1,219,992 $1,123,471 $1,001,410 $780,190 $762,453Computation of fixed charges and combined fixed charges andpreferred stock dividends and losses on purchases of preferredstock: Interest expense$487,355 $491,581 $491,041 $491,184 $404,968Amortized premiums, discounts and capitalized expensesrelated to indebtedness39,773 81,710 98,589 109,860 102,883Interest capitalized4,805 2,985 1,832 2,335 265Interest component of operating lease expense219,035 215,110 160,779 114,293 103,406Fixed charges750,968 791,386 752,241 717,672 611,522Dividends on preferred stock and losses on purchases ofpreferred stock43,988 43,988 11,363 2,629 22,940Combined fixed charges and preferred stock dividends andlosses on purchases of preferred stock$794,956 $835,374 $763,604 $720,301 $634,462Ratio of earnings to fixed charges1.6 1.4 1.3 1.1 1.2(Deficiency) excess of earnings to cover fixed charges$469,024 $332,085 $249,169 $62,518 $150,931Ratio of earnings to combined fixed charges and preferred stockdividends and losses on purchases of preferred stock1.5 1.3 1.3 1.1 1.2(Deficiency) excess of earnings to cover combined fixedcharges and preferred stock dividends and losses onpurchases of preferred stock$425,036 $288,097 $237,806 $59,889 $127,991 EXHIBIT 21CROWN CASTLE INTERNATIONAL CORP. SUBSIDIARIESSubsidiary Jurisdiction ofIncorporationCC Holdings GS V LLC DelawareCC Sunesys Fiber Networks 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 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 Central LLC DelawareCrown Castle NG East LLC 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 LLC 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. DelawareGoldenState Towers, LLC DelawareInfraSource FI, LLC DelawareMW Cell REIT 1 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 DelawareSunesys, LLC DelawareExhibit 23.1Consent of Independent Registered Public Accounting FirmWe hereby consent to the incorporation by reference in the Registration Statements on Forms S-8 (No. 333-118659, 333-163843, 333-181715 and 333-188801) and the Registration Statement on Form S-3 ASR (No. 333-203074) of Crown Castle International Corp. of our report dated February 22, 2016relating to the financial statements, the financial statement schedules and the effectiveness of internal control over financial reporting, which appears in thisForm 10-K./s/ PricewaterhouseCoopers LLPPittsburgh, PennsylvaniaFebruary 22, 2016Exhibit 31.1CertificationFor the Year Ended December 31, 2015I, 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 22, 2016 /s/ W. Benjamin MorelandW. Benjamin MorelandPresident and Chief Executive OfficerExhibit 31.2CertificationFor the Year Ended December 31, 2015I, 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 22, 2016 /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, 2015 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, 2015 (the last date of the period covered by the Report). /s/ W. Benjamin MorelandW. Benjamin MorelandPresident and Chief Executive OfficerFebruary 22, 2016 /s/ Jay A. BrownJay A. BrownSenior Vice President, Chief Financial Officerand TreasurerFebruary 22, 2016A 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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