Crown Castle Annual Report 2016

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, 2016or 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 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 $34.1 billion as of June 30, 2016, 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 $101.43 per share.Applicable Only to Corporate RegistrantsAs of February 15, 2017 there were 360,538,298 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 "2017 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, 2016.CROWN CASTLE INTERNATIONAL CORP.TABLE OF CONTENTS Page PART I Item 1. Business1Item 1A. Risk Factors7Item 1B. Unresolved Staff Comments17Item 2. Properties17Item 3. Legal Proceedings18Item 4. Mine Safety Disclosures18 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities19Item 6. Selected Financial Data22Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations24Item 7A. Quantitative and Qualitative Disclosures About Market Risk43Item 8. Financial Statements and Supplementary Data45Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure81Item 9A. Controls and Procedures81Item 9B. Other Information82 PART III Item 10. Directors and Executive Officers of the Registrant82Item 11. Executive Compensation82Item 12. Security Ownership of Certain Beneficial Owners and Management82Item 13. Certain Relationships and Related Transactions82Item 14. Principal Accounting Fees and Services82 PART IV Item 15. Exhibits, Financial Statement Schedules83Item 16. Form 10-K Summary83 Signatures93Cautionary 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 our customers' decommissioning of the former Leap Wireless,MetroPCS and Clearwire networks), (3) availability and adequacy of cash flows and liquidity for, or plans regarding, future discretionary investmentsincluding capital expenditures, (4) potential benefits of our discretionary investments, (5) anticipated growth in our financial results, including futurerevenues, margins, Adjusted EBITDA, segment site rental gross margin, segment network services and other gross margin, segment operating profit andoperating cash flows, (6) expectations regarding our capital structure and the credit markets, our availability and cost of capital, or our ability to service ourdebt and comply with debt covenants and the benefits of any future refinancings, (7) expectations related to remaining qualified as a real estate investmenttrust ("REIT"), and the advantages, benefits or impact of, or opportunities created by, our REIT status, (8) the realization and utilization of our net operatingloss carryforwards ("NOLs"), and (9) our dividend policy, and 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 that is geographically dispersed throughout the United States and Puerto Rico ("U.S."),including (1) approximately 40,000 towers and other structures, such as rooftops (collectively, "towers"), and (2) approximately 26,500 route miles of fiber(after giving effect to the FiberNet Acquisition, as defined below) primarily supporting small cell networks (collectively, "small cells," and together withtowers, "wireless infrastructure"). Our core business is providing access, including space or capacity, to our shared wireless infrastructure via long-termcontracts in various forms, including license, sublease and lease agreements (collectively, "leases"). We seek to increase our site rental revenues by addingmore tenants on our shared wireless infrastructure, which we expect to result in significant incremental cash flows due to our low incremental operating costs.Below is certain information concerning our business as of December 31, 2016:•We owned, leased or managed approximately 40,000 towers and 26,500 route miles of fiber (after giving effect to the FiberNet Acquisition, asdefined in "Item 1. Business—2016 Industry Highlights and Company Developments—FiberNet Acquisition") in the U.S.•During the first quarter of 2016, we changed our operating segments to consist of towers and small cells. Our towers operating segment and smallcells operating segment accounted for 88% and 12% of our 2016 site rental revenues, respectively. See "Item 7. MD&A—Change in OperatingSegments" and note 16 to our consolidated financial statements.•Approximately 56% and 71% of our towers were located in the 50 and 100 largest U.S. basic trading areas ("BTAs"), respectively. Our towers had asignificant presence in each of the top 100 BTAs.•Our small cells were (1) typically located outdoors and (2) often attached to public right-of-way infrastructure, including utility poles or streetlights. Additionally, the majority of our fiber assets were located in major metropolitan areas.•We owned, including fee interests and perpetual easements, land and other property interests (collectively, "land") on which approximately one-third of our towers site rental gross margin is derived, and we leased, subleased, managed or licensed (collectively, "leased") the land interests onwhich approximately two-thirds of our towers site rental gross margin is derived.•The leases for the land interests under our towers had an average remaining life in excess of 30 years (including renewal terms at our option),weighted based on towers site rental gross margin.•We operated as a REIT for U.S. federal income tax purposes. See "Item 1. Business—2016 Industry Highlights and Company Developments—REITStatus" and note 11 to our consolidated financial statements.Certain information concerning our customers and site rental leases as of and for the year ended December 31, 2016 is as follows:•Our customers include AT&T, T-Mobile, Verizon Wireless and Sprint, which collectively accounted for 90% of our 2016 site rental revenues.•Site rental revenues represented 82% of our 2016 consolidated net revenues and site rental gross margin represented 89% of our 2016consolidated gross margin.•The vast majority of our site rental revenues are of a recurring nature, and typically in excess of 90% have been contracted for in a prior year.•Our site rental revenues typically result from long-term leases with (1) initial terms of five to 15 years, (2) multiple renewal periods at the option 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$19 billion of expected future cash inflows.As part of our effort to provide comprehensive wireless infrastructure solutions, we also offer certain network services relating to our wirelessinfrastructure, consisting of (1) site development services relating to existing or new tenant equipment installations on our wireless infrastructure, including:site acquisition, architectural and engineering, or zoning and permitting (collectively, "site development services") and (2) tenant equipment installation orsubsequent augmentations (collectively, "installation services").1StrategyOur 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:•Grow cash flows from our wireless infrastructure. We seek to maximize our site rental cash flows by working with our customers to provide themquick access to our wireless infrastructure and entering into associated long-term leases. Tenant additions or modifications of existing tenantequipment (collectively, "tenant additions") enable our customers to expand coverage and capacity in order to meet increasing demand forwireless connectivity, while generating high incremental returns for our business. We believe our product offerings of towers and small cellsprovide a comprehensive solution to our customers' growing connectivity needs through our shared wireless infrastructure model, which is anefficient and cost effective way to serve our customers. We also believe that there will be considerable future demand for our wireless infrastructurebased on the location of our wireless infrastructure and the rapid growth in wireless connectivity, which will lead to future growth in the wirelessindustry.•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):◦purchases of shares of our common stock from time to time;◦acquisitions or construction of wireless infrastructure;◦acquisitions of land interests under towers;◦improvements and structural enhancements to our existing wireless infrastructure; or◦purchases, repayments or redemptions of our debt.Our strategy to create long-term stockholder value is based on our belief that additional demand for our wireless infrastructure will be created by theexpected continued growth in the 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.2016 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 recent debt and equity financingactivities, and (3) our change in operating segments during 2016.FiberNet Acquisition. On November 1, 2016, we announced a definitive agreement to acquire FPL FiberNet Holdings, LLC and certain othersubsidiaries of NextEra Energy, Inc. (collectively, "FiberNet") for approximately $1.5 billion in cash, subject to certain limited adjustments ("FiberNetAcquisition"). FiberNet is a fiber services provider in Florida and Texas that owns or has rights to approximately 11,500 route miles of fiber installed andunder construction, inclusive of approximately 6,000 route miles in top metro markets. We believe that the FiberNet assets will further support the demandfor our wireless infrastructure. On January 17, 2017, we closed on the FiberNet Acquisition, which was financed using proceeds from our November 2016common stock offering ("November 2016 Equity Offering") and borrowings under our revolving credit facility ("2016 Revolver").REIT Status. We commenced operating as a REIT for U.S. federal income tax purposes effective January 1, 2014. As a REIT, we are generally entitled toa 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 currently distributedto our stockholders. We also may be subject to certain federal, state, local, and foreign taxes on our income or assets, including (1) alternative minimum taxes,(2) taxes on any undistributed income, (3) taxes related to our taxable REIT subsidiaries ("TRSs"), (4) certain state, local, or foreign income taxes, (5)franchise taxes, (6) property taxes and (7) transfer taxes. In addition, we could in certain circumstances be required to pay an excise or2penalty 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") to maintain 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 business and the related rents qualify as real property and rents from real property, respectively, under the rules governing REITs. During thefourth quarter of 2015, we completed the necessary steps to include our small cells that were previously included in one or more wholly-owned TRSs in theREIT effective 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.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.Industry Update. During 2016, consumer demand for wireless connectivity continued to grow due to increases in wireless data consumption andincreased 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, including smartphones, laptops, tablets and other emerging devices.We expect the following anticipated factors to contribute to potential demand for our wireless infrastructure:•Consumers' growing wireless consumption likely resulting in major wireless carriers continuing to upgrade and enhance their networks, includingthrough the use of both towers and small cells, in an effort to improve network quality and capacity and customer retention or satisfaction;•Prior and future potential spectrum auctioned, licensed or made available by the Federal Communications Commission ("FCC") enabling additionalwireless carrier network development (such as FirstNet); and•Next generation technologies and new uses for wireless communications may potentially result in new entrants or increased demand in the wirelessindustry, which may include companies involved in the continued evolution and deployment of the Internet of Things (such as connected cars).The CompanyVirtually all of our operations are located in the U.S. Our operating segments consist of towers and small cells. For more information about our operatingsegments, see note 16 to our consolidated financial statements and "Item 7. MD&A—Change in Operating Segments."Our core business is providing access, including space or capacity, to our shared wireless infrastructure in the U.S, which predominately consists oftowers and small cells. We predominately provide access to wireless carriers under long-term leases for their antennas which transmit a variety of signalsrelated to wireless connectivity. We believe our wireless infrastructure is integral to our customers' networks and their ability to serve their customers. See"Item 1. Business—Strategy."We believe towers are the most efficient and cost-effective solution for wireless carrier network deployments. We acquired ownership interests orexclusive rights to the majority of our towers from the four largest wireless carriers (or their predecessors) through transactions consummated since 1999,including transactions with (1) AT&T in 2013 ("AT&T Acquisition"), (2) T-Mobile in 2012 ("T-Mobile Acquisition"), (3) Global Signal Inc. in 2007 ("GlobalSignal Acquisition"), which had originally acquired the majority of its towers from Sprint, (4) companies now part of Verizon Wireless during 1999 and 2000,and (5) companies now part of AT&T during 1999 and 2000.More recently, wireless carriers have been utilizing small cell networks to augment the capacity provided by towers and add capacity to their networks.Our small cells are typically located outdoors and are often attached to public right-of-way infrastructure, including utility poles or street lights. We also offerfiber based solutions to businesses with high bandwidth demands, such as enterprise, government, education and wholesale customers.3Our small cells assets include those acquired from (1) NextG Networks, Inc. in 2012 ("NextG Acquisition"), (2) the Sunesys Acquisition in 2015("Sunesys Acquisition"), and (3) the FiberNet Acquisition in January 2017.We generally receive monthly rental payments from our towers and small cells tenants, payable under long-term leases. We have existing master leaseagreements with most wireless carriers, including AT&T, T-Mobile, Verizon Wireless and Sprint; such agreements provide certain terms (including economicterms) that govern leases on our wireless infrastructure entered into by such carriers during the term of their master lease agreements. We generally negotiateinitial contract terms 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 includefixed escalations. We continue to endeavor to negotiate with our existing customer base for longer contractual terms, which often contain fixed escalationrates.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 or related equipment. With respect to our small cells, the amount ofthe monthly payments can also be influenced by the amount or cost of (1) construction for initial and subsequent tenants, (2) fiber strands, (3) equipment atthe site, or (4) any upfront payments received. We also routinely receive rental payment increases in connection with lease amendments, pursuant to whichour tenants add additional antennas or other equipment to wireless infrastructure on which they already have equipment pursuant to preexisting leases.Approximately 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, and utilities. Assuming current leasing activity levels, our cash operating expenses generallytend to escalate at approximately the rate of inflation. The addition of new tenants is achieved at a low incremental operating cost, delivering highincremental returns to our business. Our wireless infrastructure portfolio requires minimal sustaining capital expenditures, including maintenance or othernon-discretionary capital expenditures, and are typically approximately 2% of net revenues. See note 15 to our consolidated financial statements for a tabularpresentation of the rental cash payments owed by us to landlords pursuant to our contractual agreements.As part of our effort to provide comprehensive wireless infrastructure solutions, we also offer certain network services relating to our wirelessinfrastructure, predominately consisting of (1) site development services and (2) installation services. The vast majority of our network service and otherrevenues relate to our towers segment. For 2016, approximately 60% of our network services and other revenues related to installation services, and theremainder predominately related to site development services. We seek to grow our network service and other revenues by capitalizing on increased volumesthat may result from carrier network upgrades, promoting site development services, expanding the scope of our services, and focusing on customer serviceand deployment speed. We have the capability and expertise to install, with the assistance of our network of subcontractors, equipment or antenna systemsfor our customers. We do not always provide the installation services or site development services for our customers on our wireless infrastructure as thirdparties also provide these services (see also "—Competition" below). These activities are typically non-recurring and highly competitive, with a number oflocal competitors in most markets. Typically, our installation services are billed on a cost-plus profit basis and site development services are billed on a fixedfee basis.Customers. Our towers customers are primarily comprised of large wireless carriers that operate national networks, from whom we derive the vastmajority of our towers segment revenues.Our small cells customers are generally large wireless carriers and businesses with high bandwidth demands, such as enterprise, government, educationand wholesale customers.Our four largest customers for both towers and small cells are AT&T, T-Mobile, Verizon Wireless and Sprint. Collectively, these four customersaccounted for 90% of our 2016 site rental revenues. See "Item 1A. Risk Factors" and note 16 to our consolidated financial statements.Sales and Marketing. Our sales organization markets both our towers and small cells with the objective of providing access to existing wirelessinfrastructure or to new wireless infrastructure prior to construction. We seek to become the critical partner and preferred independent wireless infrastructureprovider for our customers and increase customer satisfaction relative to our4peers by leveraging our (1) existing wireless infrastructure footprint, (2) customer relationships, (3) process-centric approach, (4) technological tools and (5)construction capabilities and expertise.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 competitors that own, operate, or manage towers, rooftops, broadcast towers, utility poles, fiber or small cells, or (2) new alternativedeployment methods in the wireless industry.Some of the larger companies with which we compete for towers business include American Tower Corporation and SBA Communications Corporation.Some of the larger companies with which we compete for small cells business include other owners of fiber, as well as new entrants into small cells. Webelieve that location, deployment speed, quality of service, capacity and price have been and will continue to be the most significant competitive factorsaffecting the leasing of wireless infrastructure. See "Item 1A. Risk Factors."Competitors to 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.EmployeesAt January 31, 2017, we employed approximately 3,200 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.5These regulations vary greatly, but typically require us to obtain approval from local officials prior to tower construction. Local zoning authorities mayrender decisions that prevent the construction or modification of towers or place conditions on such construction or modifications that are responsive tocommunity residents' concerns regarding the height, visibility, or other characteristics of the towers. Over the last several years, there have been severaldevelopments related to FCC regulations and legislation that assist in expediting and streamlining the deployment of wireless networks, includingestablishing timeframes for reviews by local and state governments. Notwithstanding such legislative and FCC actions, decisions of local zoning authoritiesmay also adversely affect the timing or cost of wireless infrastructure construction or modification.Certain of our small cells related subsidiaries hold authorizations to provide intrastate telecommunication services as competitive local exchangecarriers ("CLEC") in numerous states and to provide domestic interstate telecommunication services as authorized by the FCC. These small cells subsidiariesare primarily regulated by state public service commissions. CLEC status, in certain cases, helps promote access to public rights-of-way, which is beneficialto the deployment of our small cells on a timely basis. Status as a CLEC often allows us to deploy our small cells in locations where zoning restrictions mightotherwise delay, restrict, or prevent building or expanding traditional wireless tower sites or traditional 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, subject to public comment. If the proposed construction or modification of a tower may have a significant impact on the environment, theFCC's approval of the construction or modification could be significantly delayed.Our operations are subject to federal, state, and local laws and regulations relating to the management, use, storage, disposal, emission, or remediationof, or exposure to, hazardous or non-hazardous substances, materials, or wastes. As an owner, lessee, or operator of real property, we are subject to certainenvironmental laws that impose strict, joint-and-several liability for the cleanup of on-site or off-site contamination relating to existing or historicaloperations; or we could also be subject to personal injury or property damage claims relating to such contamination. In general, our customer contractsprohibit our customers from using or storing any hazardous substances on our tower sites in violation of applicable environmental laws and require ourcustomers to provide notice of certain environmental conditions caused by them.As licensees and wireless infrastructure owners, we are also subject to regulations and guidelines that impose a variety of operational requirementsrelating to radio frequency emissions. As employers, we are subject to Occupational Safety and Health Administration and similar 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 hold a nationwide FCC license relating to the 1670-1675 MHz spectrum ("Spectrum"), which we have leased to a third partythrough 2023, subject to the lessee's option to purchase the Spectrum.6Item 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 the amount or change in the mix of carrier network investment may materially andadversely affect our business (including reducing demand for tenant additions or network services).Demand for our wireless infrastructure from our customers depends on the demand for wireless connectivity from their customers. The willingness of ourcustomers to utilize our wireless infrastructure, or renew or extend existing leases on our wireless infrastructure, 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 by and among our customers;•changes in, or success of, our customers' business models;•governmental regulations, including local or state restrictions on the proliferation of wireless infrastructure;•cost of constructing wireless infrastructure;•our market competition;•technological changes, including those (1) affecting the number or type of wireless infrastructure needed to provide wireless connectivity to 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.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.7A 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 2016, 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.In recent years, AT&T, T-Mobile and Sprint acquired Leap Wireless, MetroPCS, and Clearwire, respectively. During 2017, we expect site rentalrevenues to be impacted by non-renewals of $50 million to $60 million as a result of the decommissioning of the Acquired Networks. The Acquired Networksrepresented approximately 9% of our net revenues for the year ended December 31, 2016. 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 through the end of 2018. Depending on the eventual network deployment and decommissioning plans of 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 small cells contains certain differences from our traditional site rental business, resulting in different operational risks. If we do notsuccessfully operate that business model or identify or manage those operational risks, such operations may produce results that are less than anticipated.The business model for our small cells operations contains certain differences from our traditional towers 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), growth rates, and applicable laws. While our small cells operations have certain risks thatare similar to our towers operations, they also have certain operational risks that are different from our traditional site rental business, including the (1) use ofcompetitive local8exchange 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, or jointlywith, third parties, (4) risks relating to overbuilding, (5) risks relating to construction management, (6) risks relating to network data security or (7) potentialdamage to our overall reputation as a wireless infrastructure provider. 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 or may cease to exist altogether. Our small cells operations will also expose us to different safety orliability risks or hazards than our traditional site rental business as a result of numerous factors, including the location or nature of the assets involved. Theremay be risks and challenges associated with small cells being comparatively new technologies and continuing to evolve, and there may be other risks relatedto 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 limit ourability to take a number of actions that our management might otherwise believe to be in our best interests. In addition, if we fail to comply with ourcovenants, 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 adversely impacted by changes to credit ratings related to our debt instruments;•we may be required to issue equity securities or securities convertible into equity or sell some of our assets, possibly on unfavorable terms, in 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.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 to federal and state corporate income taxes, and potentially a nondeductible excise tax, on ourundistributed taxable income. If our operating subsidiaries were to 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 the revenues associated with the wireless infrastructure. See "Item 7. MD&A—Liquidity andCapital Resources—Debt Covenants" for a further discussion of our debt 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.9We 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 $13.2 billion as of February 15, 2017), which, upon final maturity, we will need torefinance or repay. See "Item 7. MD&A—Liquidity and Capital Resources" for a tabular presentation of our contractual debt maturities. There can be noassurances we will be able to refinance our indebtedness (1) on commercially reasonable terms, (2) on terms, including with respect to interest rates, asfavorable 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 2016 Revolver, that, as of February 15, 2017, has $2.4 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, 2017, we had approximately $173 million ofgross sales of common stock remaining on our ATM Program. See note 12 to our consolidated financial statements. As of February 15, 2017, we had 361million shares of common stock outstanding.We have reserved 12.0 million shares of common stock for issuance in connection with awards granted under our various stock compensation plans.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.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 and associated rentalrates from various sources, including (1) other independent wireless infrastructure owners or operators, including those that own, operate, or manage towers,rooftops, broadcast towers, utility poles, fiber (including non-traditional competitors such as cable providers) or small cells, or (2) new alternativedeployment methods in the wireless industry.Our small cell operations may have different competitors than our traditional site rental business, including other owners of fiber, as well as new entrantsinto 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, wireless backhaul, or resale agreements by our customers, such as signal combiningtechnologies or network functions virtualization, may reduce the need for our wireless infrastructure. In addition, other technologies, such as WiFi,Distributed Antenna Systems ("DAS"), femtocells, other10small 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 (such as the FiberNet Acquisition), increased product offerings (such assmall cells and fiber), or other strategic growth opportunities. In the ordinary course of our business, we review, analyze, and evaluate various potentialtransactions or other activities in which we may engage. Such transactions or activities could cause disruptions in, increase risk or otherwise negativelyimpact our business. Among other things, such transactions and activities may:•disrupt our business relationships with our customers, depending on the nature of or counterparty to such transactions and activities;•divert the time or attention of management away from other business operations, including as a result of post-transaction integration activities;•fail to achieve revenue or margin targets, operational synergies or other benefits contemplated;•increase operational risk or volatility in our business;•not result in the benefits management had expected to realize from such expansion and development activities;•impact our cost structure and result in the need to hire additional employees;•increase demands on current employees or result in current or prospective employees experiencing uncertainty about their future roles with us,which might adversely affect our ability to retain or attract key managers or other employees; or•result in the need for additional TRSs that are subject to federal and state corporate income taxes.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 towers site rental gross margins for the year ended December 31, 2016 was derivedfrom towers 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 theproperty interests on which our wireless infrastructure resides, our business may be adversely affected.As of December 31, 2016, approximately 53% 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 have available capital, we may choose not to exercise our right to purchase these towers or some or all of the T-Mobile or AT&T towers for business or other reasons. In the event that we do not exercise these purchase rights, or are otherwise unable to acquire an interestthat would allow us to continue to operate these towers after the applicable period, we will lose the cash flows derived from such towers, which may have amaterial adverse effect on our business. In the event that we decide to exercise these purchase rights, the benefits of the acquisition of these towers may notexceed the costs, which could adversely affect our business. Additional information concerning these towers and the applicable purchase options as ofDecember 31, 2016 is as follows:•Approximately 22% of our towers are leased or subleased or operated and managed under a master prepaid lease or other related agreements withAT&T for a weighted-average 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 2048.11•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, mix and amount of customer network investments;•the rate and volume of customer deployment plans;•unforeseen delays or challenges relating to work performed;•economic weakness or uncertainty;•our market share; or•changes in the size, scope, or volume of work performed.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.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 federal, state, or local tax laws, will not adversely affect our business (including ourREIT status), increase delays or result in 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,12and regulations regarding, these perceived health risks may slow or diminish the market acceptance of wireless services. If a connection between radiofrequency emissions and possible negative health effects were established, our operations, costs, or revenues may be materially and adversely affected. Wecurrently do not maintain any significant insurance with respect to these matters.Certain provisions of our restated certificate of incorporation ("Charter"), amended and restated by-laws ("by-laws") and operative agreements, anddomestic and international competition laws may make it more difficult for a third party to acquire control of us or for us to acquire control of a thirdparty, even if such a change in control would be beneficial to our stockholders.We have a number of anti-takeover devices in place that will hinder takeover attempts or may reduce the market value of our common stock. Our anti-takeover provisions include:•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, 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, such as a distributed denial of service attack, couldpotentially result in (1) interruption or cessation of certain of our services to our customers, (2) our inability to meet expected levels of service, or (3) datatransmitted over our customers' networks being compromised. We cannot guarantee that our security measures will not be circumvented, resulting incustomer network failures or interruptions that could impact our customers' network availability and have a material adverse effect on our business, financialcondition, or operational results. We may be required to expend significant resources to protect against or recover from such threats. If an actual or perceivedbreach of our security occurs, the market perception of the effectiveness of our security measures could be harmed, and we could lose customers. Further, theperpetrators of cyber-attacks are not restricted to particular groups or persons. These attacks may be committed by our employees or external actors operatingin any geography. Any such events could result in legal claims or penalties, disruption in operations, misappropriation of sensitive data, damage to ourreputation, negative market perception, or costly response measures, which could adversely affect our business.Risks Relating to Our REIT StatusFuture 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 2016, we paid a quarterly common stock dividend of $0.885 per share, totaling approximately $896.6 million.In October 2016, we increased our quarterly dividend, beginning in the fourth quarter of 2016, from an annual amount of $3.54 per share to an annualamount of $3.80 per share. As such, we declared a quarterly dividend of $0.95 per share in October 2016, which represented an increase of 7% from thequarterly dividend declared during each of the first three quarters of 2016. We currently expect such dividends to result in aggregate annual cash paymentsof approximately $1.3 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.We operate as a REIT for U.S. federal income tax purposes. To remain qualified and be taxed as a REIT, we will generally be required to distribute atleast 90% of our REIT taxable income after the utilization of any available NOLs, (determined without regard to the dividends paid deduction andexcluding net capital gain) each year to our stockholders. Our quarterly cash common stock dividend will delay the utilization of our NOLs and may causecertain of the NOLs to expire without utilization. See also13"Item 7. MD&A—General Overview—Common Stock Dividend" and "Item 1. Business—2016 Industry Highlights and Company Developments—REITStatus."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.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.We operate as a REIT for U.S. federal tax purposes. As a REIT, we are generally entitled to a deduction for dividends that we pay and therefore are notsubject to U.S. federal corporate income tax on our net taxable income that is currently distributed to our common stockholders.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, the possibility of future changes in our circumstances, and the potential impact of future changes to laws andregulations impacting REITs, no assurance can be given that we will qualify as a REIT for any particular year.Certain government officials, including members of the U.S. Congress and executive branch, have called for substantial changes to fiscal and taxpolicies, which may include comprehensive tax reform. We cannot predict the impact, if any, that these changes, if enacted, might have on our business.However, it is possible that such changes could adversely affect our business, including our REIT status.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.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.14Complying 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.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. In addition, our Charter provides for certain other ownership limitations and transfer restrictions. Under applicableconstructive ownership rules, any shares of capital stock owned by certain affiliated owners generally would be added together for purposes of the ownershiplimitations. These ownership limitations and transfer restrictions could have the effect of delaying, deferring or preventing a transaction or a change incontrol of our company that might involve a premium price for our capital stock or otherwise might be in the best interest of our stockholders.15Available 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 May 31, 2016 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.16Item 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 that support the towers, equipment shelters, and where applicable, guy-wires to stabilize the structure.Additionally, we own or lease approximately 26,500 route miles of fiber (after giving effect to the FiberNet Acquisition) primarily supporting our smallcell networks designed to facilitate wireless connectivity. The majority of our fiber assets are located in major metropolitan areas. Our small cells are typicallylocated outdoors and are often 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, 2016.Approximately 53% 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.Additionally, if so inclined as a result of a customer request for a tenant addition, we could generally replace an existing tower with another tower in its placeproviding additional capacity, subject to certain restrictions.17As of December 31, 2016, 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, 2016 (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/A18PART 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)2016: First Quarter$88.46 $75.71Second Quarter101.44 85.59Third Quarter102.82 89.82Fourth Quarter95.84 79.382015: First Quarter$89.44 $78.57Second Quarter87.46 80.11Third Quarter86.56 75.78Fourth Quarter88.18 78.28 (a)Prices per share reflect the high and low sale prices per share, unadjusted for common stock dividends declared and paid. See notes 12 and 19 to our consolidated financialstatements.As of February 15, 2017, there were approximately 190 holders of record of our common stock.Dividend PolicyWe operate as a REIT for U.S. federal income tax purposes. To remain qualified and be taxed as a REIT, we will generally be required to distribute atleast 90% of our REIT taxable income after the utilization of any available NOLs, (determined without regard to the dividends paid deduction and excludingnet capital gain) each year to our stockholders. See also "Item 7. MD&A—General Overview—Common Stock Dividend," "Item 1. Business—2016 IndustryHighlights and Company Developments—REIT Status," and notes 11 and 12 to our consolidated financial statements.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.In aggregate, we paid approximately $1.2 billion in common stock dividends in 2016. During each of the first three quarters of 2016, we paid aquarterly common stock dividend of $0.885 per share, totaling approximately $896.6 million. In October 2016, we increased our quarterly dividend,beginning in the fourth quarter of 2016, from an annual amount of $3.54 per share to an annual amount of $3.80 per share. As such, we declared a quarterlydividend of $0.95 per share in October 2016, which represented an increase of 7% from the quarterly dividend declared during each of the first three quartersof 2016. We currently expect such dividends to result in aggregate cash payments of at least $1.3 billion during the next 12 months.Over time, we expect to increase our dividend per share generally commensurate with our realized growth in cash flows. The declaration amount andpayment of any future dividends, however, are subject to the determination and approval of our board of directors based on then-current or anticipated futureconditions, including our earnings, net cash provided by operating activities, capital requirements, financial condition, our relative market capitalization, ourexisting NOLs, or other factors deemed relevant by our board of directors. In addition, our ability to pay dividends is limited by the terms of our debtinstruments under certain circumstances.19Unregistered 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 2016: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, 2016 — $— — —November 1 - November 30, 2016 2 87.56 — —December 1 - December 31, 2016 — — — —Total 2 $87.56 — —We paid $0.2 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.20Performance 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, 2011 and ending December 31, 2016. 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 2011 2012 2013 2014 2015 2016Crown Castle International Corp. 100.00 161.07 163.91 180.05 205.86 215.16S&P 500 Market Index 100.00 116.00 153.57 174.60 177.01 198.18DJ US Telecommunications Equipment Index 100.00 109.75 133.28 153.54 136.95 163.17FTSE NAREIT All Equity REITs Index 100.00 119.80 123.22 157.75 163.62 176.03The 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.21Item 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, 2016, and as ofDecember 31, 2016, 2015, 2014, 2013 and 2012 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, 2016(a) 2015(a) 2014(a) 2013(a) 2012 (In thousands of dollars, except per share amounts)Statement of Operations Data: Net revenues: Site rental$3,233,307 $3,018,413 $2,866,613 $2,371,380 $2,001,049Network services and other687,918 645,438 672,143 494,371 285,287Net revenues3,921,225 3,663,851 3,538,756 2,865,751 2,286,336Operating expenses: Costs of operations(b): Site rental1,023,350 963,869 906,152 686,873 503,661Network services and other417,171 357,557 400,454 304,144 173,762Total costs of operations1,440,521 1,321,426 1,306,606 991,017 677,423General and administrative371,031 310,921 257,296 213,519 184,911Asset write-down charges34,453 33,468 14,246 13,595 15,226Acquisition and integration costs17,453 15,678 34,145 25,574 18,216Depreciation, amortization and accretion1,108,551 1,036,178 985,781 741,342 591,428Operating income (loss)949,216 946,180 940,682 880,704 799,132Interest expense and amortization of deferred financing costs(515,032) (527,128) (573,291) (589,630) (601,031)Gains (losses) on retirement of long-term obligations(52,291) (4,157) (44,629) (37,127) (131,974)Interest income796 1,906 315 956 4,089Other income (expense)(8,835) 57,028 11,993 (3,902) (5,363)Income (loss) from continuing operations before income taxes373,854 473,829 335,070 251,001 64,853Benefit (provision) for income taxes(c)(16,881) 51,457 11,244 (191,000) 60,144Income (loss) from continuing operations356,973 525,286 346,314 60,001 124,997Discontinued operations: Income (loss) from discontinued operations, net of tax— 19,690 52,460 33,900 75,891Net gain (loss) from disposal of discontinued operations, net of tax— 979,359 — — —Income (loss) from discontinued operations, net of tax— 999,049 52,460 33,900 75,891Net income (loss)356,973 1,524,335 398,774 93,901 200,888Less: Net income (loss) attributable to the noncontrolling interest— 3,343 8,261 3,790 12,304Net income (loss) attributable to CCIC stockholders356,973 1,520,992 390,513 90,111 188,584Dividends on preferred stock and losses on purchases of preferred stock(32,991) (43,988) (43,988) (11,363) (2,629)Net income (loss) attributable to CCIC common stockholders$323,982 $1,477,004 $346,525 $78,748 $185,955Income (loss) from continuing operations attributable to CCIC commonstockholders, per common share - basic(d)$0.95 $1.45 $0.91 $0.16 $0.42Income (loss) from continuing operations attributable to CCIC commonstockholders, per common share - diluted(d)$0.95 $1.44 $0.91 $0.16 $0.42Weighted-average common shares outstanding (in thousands): Basic(d)(f)340,349 333,002 332,302 298,083 289,285Diluted(d)(f)340,879 334,062 333,265 299,293 291,270 Dividends/distributions declared per share$3.61 $3.35 $1.87 $— $—22 Years Ended December 31, 2016(a) 2015(a) 2014(a) 2013(a) 2012 (In thousands of dollars, except per share amounts)Other Data: Summary cash flow information: Net cash provided by (used for) operating activities$1,782,264 $1,794,025 $1,600,197 $1,171,059 $710,984Net cash provided by (used for) investing activities(1,410,232) (1,959,734) (1,216,709) (5,459,285) (4,152,200)Net cash provided by (used for) financing activities(96,292) (935,476) (462,987) 4,063,133 3,786,803Ratio of earnings to fixed charges(e)1.5 1.6 1.4 1.3 1.1Balance Sheet Data (at period end): Cash and cash equivalents$567,599 $178,810 $151,312 $200,526 $405,682Property and equipment, net9,805,315 9,580,057 8,982,783 8,764,031 6,714,481Total assets22,675,092 21,936,966 21,026,827 20,466,028 15,963,575Total debt and other long-term obligations12,171,142 12,149,959 11,804,412 11,465,620 11,486,108Total CCIC stockholders' equity(f)7,557,115 7,089,221 6,716,225 6,926,717 2,938,748 (a)Inclusive of the impact of acquisitions. See note 4 to our consolidated financial statements for a discussion of our acquisitions during 2014, 2015 and 2016. In addition, during2013, we acquired rights to approximately 9,100 towers through the AT&T Acquisition, and during 2012, we acquired (1) rights to approximately 7,100 towers through the T-Mobile Acquisition and (2) NextG Networks, Inc., the then largest U.S operator of outdoor DAS.(b)Exclusive of depreciation, amortization and accretion, which are shown separately.(c)See note 11 to our consolidated financial statements regarding our income taxes, including our REIT status.(d)Basic net income (loss) attributable to CCIC common stockholders, per common share excludes dilution and is computed by dividing net income (loss) attributable to 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 4.50% Mandatory Convertible Preferred Stock, Series A ("ConvertiblePreferred 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)During 2016, we issued shares of our common stock in connection with (1) our ATM Program, which we utilized the proceeds to partially fund the TDC Acquisition, (2) theconversion of our previously outstanding Convertible Preferred Stock to common stock, and (3) our November 2016 Equity Offering, which we utilized to partially fund theFiberNet Acquisition in January 2017. See note 12 to our consolidated financial statements. In October 2013, we issued 41.4 million shares of common stock, which generated netproceeds of $3.0 billion, and approximately 9.8 million shares of Convertible Preferred Stock, which generated net proceeds of $950.9 million, to partially fund the AT&TAcquisition (collectively, "October 2013 Equity Financings").23Item 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 our2016 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, 2016:•We operate as a REIT for U.S. federal income tax purposes (see "Item 1. Business—2016 Industry Highlights and Company Developments—REITElection" and note 11 to our consolidated financial statements).•Potential growth resulting from wireless network expansion and new entrants◦We expect wireless carriers will continue their focus on improving network quality and expanding capacity by adding additional antennas orother equipment on our wireless infrastructure.◦We expect existing and potential new customer demand for our wireless infrastructure will result from (1) new technologies, (2) increasedusage of wireless applications (including mobile entertainment, mobile internet usage, and machine-to-machine applications), (3) adoption ofother emerging and embedded wireless devices (including smartphones, laptops, tablets, and other devices), (4) increasing smartphonepenetration, (5) wireless carrier focus on expanding both network quality and capacity, including the use of both towers and small cells, or (6)the availability of additional spectrum.◦New tenants additions are achieved at a low incremental operating cost, delivering high incremental returns.•Substantially all of our wireless infrastructure can accommodate additional tenancy, either as currently constructed or with appropriatemodifications.◦U.S. wireless carriers continue to invest in their networks.•Site rental revenues under long-term tenant leases with contractual escalations◦Initial terms of five to 15 years with multiple renewal periods at the option of the tenant of five to ten years each.◦Weighted-average remaining term of approximately six years, exclusive of renewals at the tenant's option, currently representingapproximately $19 billion of expected future cash inflows.•Revenues predominately from large wireless carriers◦Approximately 90% of our site rental revenues were derived from AT&T, T-Mobile, Verizon, and Sprint. See also "Item 1A. Risk Factors" andnote 16 to our consolidated financial statements.•Majority of land interests under our towers under long-term control◦Nearly 90% of our towers site rental gross margin and more than 75% of our towers site rental gross margin is derived from towers that resideon land that we own or control for greater than ten and 20 years, respectively. The aforementioned amounts include towers that reside on landinterests that are owned, including fee interests and perpetual easements, which represent in excess of one-third of our towers site rental grossmargin.•Minimal sustaining capital expenditure requirements◦Sustaining capital expenditures represented approximately 2% of net revenues.•Debt portfolio with long-dated maturities extended over multiple years, with the majority of such debt having a fixed rate (see "Item 7A.Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt)◦After giving effect to our 2017 Refinancings described below, 81% of our debt has fixed rate coupons.◦Our debt service coverage and leverage ratios were comfortably within their respective financial maintenance covenants. See "Item 7. MD&A—Liquidity and Capital Resources—Debt Covenants" for a further discussion of our debt covenants.◦We completed several transactions that resulted in lowering our average cost of borrowing, including, refinancing certain of our debt andextending certain of our debt maturities. See "Item 7. MD&A—Liquidity and Capital Resources—Financing Activities" for further discussionof our debt transactions.•In January 2016, we completed a new senior unsecured credit facility ("2016 Credit Facility") and utilized the proceeds to repay thepreviously outstanding 2012 Credit Facility.•In February 2016, we issued 3.400% senior unsecured notes due February 2021 and 4.450% senior unsecured notes due February 2026(collectively, "February 2016 Senior Notes"), in aggregate principal amounts of $600 million and $900 million, respectively.24•In May 2016, we issued additional 3.400% senior unsecured notes due February 2021 and 3.700% senior unsecured notes due June 2026(collectively, "May 2016 Senior Notes"), in aggregate principal amounts of $250 million and $750 million, respectively.•In September 2016, we issued $700 million aggregate principal amount of 2.250% senior unsecured notes due September 2021("September 2016 Senior Notes").•In February 2017, we (1) issued $500 million aggregate principal amount of 4.000% senior unsecured notes and utilized the net proceedsto repay a portion of the outstanding borrowings on the 2016 Credit Facility and (2) entered into an amendment to the Credit Facility toincur additional term loans in an aggregate principal amount of $500 million, and extend the maturity of both the 2016 Term Loan A andthe 2016 Revolver to January 21, 2022 (collectively, "2017 Refinancings").•Significant cash flows from operations◦Net cash provided by operating activities was $1.8 billion.◦We expect to grow our core business of providing access to our wireless infrastructure as a result of contractual escalators and futureanticipated additional demand for our wireless infrastructure.•Returning cash flows provided by operations to stockholders in the form of dividends (see also "Item 1. Business")◦During 2016, we paid common stock dividends totaling approximately $1.2 billion. See "Item 7. MD&A—General Overview—Common StockDividend" for a discussion of the increase to our quarterly dividend in the fourth quarter of 2016.•During 2016, we issued shares of our common stock in connection with the following transactions: (see "Item 7. MD&A—Liquidity and CapitalResources—Financing Activities" for further discussion)◦In March 2016, we sold 3.8 million shares under the ATM Program, and we utilized the proceeds to partially fund the TDC Acquisition,◦In November 2016, our previously outstanding Convertible Preferred Stock converted to common stock, and◦In November 2016, we issued approximately 11.4 million shares, and we utilized proceeds from such offering to partially fund the FiberNetAcquisition in January 2017.•Investing capital efficiently to grow long-term dividends per share (see also "Item 1. Business")◦Discretionary capital expenditures of $784.1 million, including wireless infrastructure improvements in order to support additional siterentals, construction of wireless infrastructure, and land purchases.◦See a discussion of the FiberNet Acquisition below.Change in Operating SegmentsDuring the first quarter of 2016, we changed our operating segments to consist of towers and small cells. This change was a result of growth in smallcells from a combination of organic growth, capital expenditures, and acquisitions, as well as the continued progression of the integration of Sunesys, whichled to changes in how our chief operating decision maker ("CODM") reviews financial information.Our operating segment change aligns with how the CODM views and evaluates our operations, including how the CODM allocates capital and assessessegment performance. We have recast our prior period presentation to conform to our current reporting presentation.Towers. Our towers segment, which represented 88% of our revenues during 2016, provides access, including space or capacity, to our approximately40,000 towers geographically dispersed throughout the U.S. Our towers have a significant presence in the top 100 BTAs. The towers segment also reflectscertain network services relating to our towers, consisting of site development services and installation services.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, (2) T-Mobile in 2012, (3) Global Signal Inc. in 2007, which hadoriginally acquired the majority of its towers from Sprint, (4) companies now part of Verizon Wireless during 1999 and 2000, and (5) companies now part ofAT&T during 1999 and 2000.Small cells. Our small cells segment, which represented 12% of our revenues during 2016, provides access, including space or capacity, to ourapproximately 26,500 route miles of fiber (after giving effect to the FiberNet Acquisition) primarily supporting small cell networks. To a lesser extent, thesmall cells segment also offers fiber based solutions. Our small cells assets include those acquired from NextG Networks, Inc. in 2012, Sunesys in 2015, andFiberNet in 2017. Our customers in small cells generally are large wireless carriers and businesses with high bandwidth demands, such as enterprise,government, education and wholesale customers. See also "Item 1. Business."25Common Stock DividendIn aggregate, we paid approximately $1.2 billion in common stock dividends in 2016. During each of the first three quarters of 2016, we paid aquarterly common stock dividend of $0.885 per share, totaling approximately $896.6 million. In October 2016, we increased our quarterly dividend,beginning in the fourth quarter of 2016, from an annual amount of $3.54 per share to an annual amount of $3.80 per share. As such, we declared a quarterlydividend of $0.95 per share in October 2016, which represented an increase of 7% from the quarterly dividend declared during each of the first three quartersof 2016. We currently expect such dividends to result in aggregate annual cash payments of at least $1.3 billion during the next 12 months, or an annualizedamount of $3.80 per share. Over time, we expect to increase our dividend per share generally commensurate with our realized growth in cash flows. Futuredividends are subject to the approval of our board of directors. See notes 12 and 19 to our consolidated financial statements.FiberNet AcquisitionOn November 1, 2016, we announced a definitive agreement to acquire FiberNet for approximately $1.5 billion in cash, subject to certain limitedadjustments. FiberNet is a fiber services provider in Florida and Texas that owns or has rights to approximately 11,500 route miles of fiber installed and underconstruction, inclusive of approximately 6,000 route miles in top metro markets. We believe that the FiberNet assets will further support demand for ourwireless infrastructure. On January 17, 2017, we closed on the FiberNet Acquisition which was financed using proceeds from our November 2016 EquityOffering and borrowings under the 2016 Revolver.Outlook HighlightsThe following are certain highlights of our 2017 outlook that impact our business fundamentals described above.•We expect that our full year 2017 site rental revenue growth will be impacted by (1) a healthy environment for tenant additions, as large wirelesscarriers continue to upgrade and enhance their networks to meet the increasing need for wireless connectivity, (2) the FiberNet Acquisition (seenote 19 to our consolidated financial statements), and (3) anticipated non-renewals of tenant leases, primarily resulting from from our customers'decommissioning of the Acquired Networks. See "Item 1A. Risk Factors" for a further discussion of non-renewals. See note 15 to our consolidatedfinancial statements.•We expect total capital expenditures for 2017 to equal or exceed 2016 levels with a continued increase in the construction of new small cells. Wealso expect sustaining capital expenditures of approximately 2% of net revenues for full year 2017.26Results 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).Highlights of our results of operations for 2016, 2015 and 2014 are depicted below: Years Ended December 31, Percent Change 2016 2015 2014 2016vs.2015 2015vs.2014 (In thousands of dollars) Site rental revenues: Towers site rental revenues$2,830,708 $2,734,045 $2,677,932 4 % 2%Small cells site rental revenues402,599 284,368 188,681 42 % 51%Total site rental revenues3,233,307 3,018,413 2,866,613 7 % 5%Site rental gross margin: Towers site rental gross margin(b)1,990,499 1,906,870 1,863,600 4 % 2%Small cells site rental gross margin(b)255,140 177,173 123,399 44 % 44%Total site rental gross margin2,245,639 2,084,043 1,986,999 8 % 5%Network services and other gross margin: Towers network services and other gross margin(b)259,094 282,630 271,886 (8)% 4%Small cells network services and other gross margin(b)19,370 10,621 4,693 82 % 126%Total network services and other gross margin278,464 293,251 276,579 (5)% 6%Segment operating profit: Towers operating profit(b)2,156,690 2,097,601 2,056,963 3 % 2%Small cells operating profit(b)213,834 149,415 102,223 43 % 46%Adjusted EBITDA(a)2,227,523 2,119,183 2,051,257 5 % 3%Net income attributable to CCIC common stockholders323,982 1,477,004 346,525 (78)% 326% (a)See reconciliation of Adjusted EBITDA in "Item 7. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures."(b)See note 16 to our consolidated financial statements for further discussion of our definitions of segment site rental gross margin, segment network services and other gross marginand segment operating profit.Results of OperationsOur operating segments for 2016 consist of towers and small cells. See note 16 to our consolidated financial statements and "Item 7. MD&A—GeneralOverview—Change in Operating Segments."See "Item 7. MD&A—Accounting and Reporting Matters—Non-GAAP Financial Measures" for discussion of our use of (1) segment site rental grossmargin, (2) segment network services and other gross margin, (3) segment operating profit, including their respective definitions, and (4) Adjusted EBITDA,including its definition, and reconciliation to net income (loss).272016 and 2015.Site rental revenues for 2016 grew approximately $214.9 million, or 7%, from 2015. This increase was predominately comprised of the factors depictedin the chart below: (a)Includes (1) amortization of up front payments received from long-term tenant contracts and other deferred credits (commonly referred to as prepaid rent) and (2) theconstruction of small cells.(b)Represents initial contribution of acquisitions and tower builds until the one-year anniversary of the acquisition or build.Towers site rental revenues for 2016 were approximately $2.8 billion and increased by approximately $96.7 million, or 4%, from approximately $2.7billion during 2015. The increase in towers site rental revenues was impacted by the following items, inclusive of straight-line accounting, in no particularorder: tenant additions across our entire portfolio, renewals or extensions of tenant leases, escalations, acquisitions (including the TDC Acquisition in April2016), and non-renewals of tenant leases predominately arising from our customers' decommissioning of the Acquired Networks. Tenant additions wereinfluenced by our customers' ongoing efforts to improve network quality and capacity.Small cells site rental revenues for 2016 were approximately $402.6 million and increased by approximately $118.2 million, or 42%, fromapproximately $284.4 million from 2015. The increase in small cells site rental revenues was predominately (1) impacted by the Sunesys Acquisitioncompleted in August 2015 and (2) due to the leasing of newly constructed small cells. Increased demand for small cells was influenced by our customers'growing adoption of small cells as an important component of their network strategy to provide capacity and relieve network congestion.The increase in towers site rental gross margins from 2015 to 2016 was related to the previously mentioned 4% increase in towers site rental revenuesand relatively fixed costs to operate our towers. The increase in small cells site rental gross margins was predominately related to the previously mentioned42% increase in small cells site rental revenues.Towers network services and other gross margin was approximately $259.1 million for 2016 and decreased by approximately $23.5 million, or 8%,from approximately $282.6 million in 2015, which is a reflection of (1) the volume of activity from carrier network enhancements and (2) the volume and mixof network services and other work. Our network services and other offerings are of a variable nature as these revenues are not under long-term contracts.General and administrative expenses for 2016 were approximately $371.0 million and increased by approximately $60.1 million, or approximately19%, from approximately $310.9 million during 2015. General and administrative expenses are inclusive of stock-based compensation charges, whichincreased approximately $29.4 million from 2015 to 2016. The increase in general28and administrative expenses was primarily related to the growth in our small cell business as a result of activities such as (1) the Sunesys Acquisition and (2)the continued expansion in size of our small cell portfolio.Towers operating profit for 2016 increased by approximately $59.1 million, or 3%, from 2015. Towers operating profit was primarily impacted by thegrowth in our towers site rental revenues and relatively fixed costs to operate our towers.Small cells operating profit for 2016 increased by approximately $64.4 million, or 43%, from 2015. Small cells operating profit was positivelyimpacted by the previously mentioned Sunesys Acquisition and the leasing of newly constructed small cells.Adjusted EBITDA increased approximately $108.3 million, or 5%, from 2015 to 2016. Adjusted EBITDA was (1) positively impacted by the growth inour site rental activities in both towers and small cells and (2) negatively impacted by a decrease in tower network services and other gross margin.Depreciation, amortization and accretion was approximately $1.1 billion for the 2016 and increased by approximately $72.4 million, or 7%, fromapproximately $1.0 billion during 2015. This increase predominately resulted from a corresponding increase in our gross property and equipment due tocapital expenditures and acquisitions, including the Sunesys Acquisition.Interest expense and amortization of deferred financing costs were approximately $515.0 million for 2016 and decreased by approximately $12.1million, or 2%, from approximately $527.1 million during 2015. This decrease is predominately the result of a $18.7 million decrease in the amortization ofinterest rate swaps.As a result of repaying certain of our debt, in conjunction with our refinancing activities, we incurred losses of approximately $52.3 million andapproximately $4.2 million during 2016 and 2015, respectively. For a further discussion of the debt refinancings, see note 8 to our consolidated financialstatements, "Item 7. MD&A—Liquidity and Capital Resources" and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk."Other income (expense) for 2016 was expenses of approximately $8.8 million, compared to income of approximately $57.0 million for 2015. Thischange was predominately a result of gains recorded during 2015 on foreign currency swaps that we entered into to manage and reduce our foreign currencyrisk related to our May 2015 sale of CCAL. See note 9 to our consolidated financial statements.The benefit (provision) for income taxes for 2016 was a provision of approximately $16.9 million compared to a benefit of approximately $51.5 millionfor 2015. For 2016, the effective tax rate differs from the federal statutory rate predominately due to our REIT status, including the dividends paid deduction. For 2015, the effective tax rate differed from the federal statutory rate predominately due to (1) our REIT status, including the dividends paid deduction and(2) the de-recognition of net deferred tax liabilities related to the inclusion of small cells in the REIT in January 2016, which resulted in a non-cash incometax benefit of approximately $33.8 million. See "Item 7. MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" and note11 to our consolidated financial statements.Income from discontinued operations, net of tax, decreased from 2015 to 2016 due to the sale of CCAL occurring on May 28, 2015. In addition, during2015, we recorded a gain on the sale of discontinued operations, net of tax, of approximately $1.0 billion.Net income (loss) attributable to CCIC stockholders was income of approximately $357.0 million during 2016 compared to income of approximately$1.5 billion during 2015. The decrease in net income was predominately due to the gain recorded on the sale of CCAL in 2015 of approximately $1.0 billion.292015 and 2014.Site rental revenues for 2015 grew approximately $151.8 million, or 5%, from 2014. This increase was predominately comprised of the factors depictedin the chart below: (a)Includes (1) amortization of up front payments received from long-term tenant contracts and other deferred credits (commonly referred to as prepaid rent) and (2) theconstruction of small cells.(b)Represents initial contribution of acquisitions and tower builds until the one-year anniversary of the acquisition or build.Towers site rental revenues for 2015 were approximately $2.7 billion and increased by approximately $56.1 million, or 2%, from 2014. The increase intowers site rental revenues was impacted by the following items, inclusive of straight-line accounting, in no particular order: tenant additions across ourentire portfolio, renewals or extensions of tenant leases, escalations, and non-renewals of tenant leases, predominately Sprint's decommissioning of its legacyNextel iDEN network. Tenant additions were influenced by our customers' ongoing efforts to improve network quality and capacity.Small cells site rental revenues for 2015 were approximately $284.4 million and increased by approximately $95.7 million, or 51%, from approximately$188.7 million in 2014. The increase in small cells site rental revenues was predominately (1) due to the leasing of newly constructed small cells and (2)impacted by the Sunesys Acquisition. Demand for small cells was influenced by our customers' growing adoption of small cells as an important component oftheir network strategy to provide capacity and relieve network congestion.The increase in towers site rental gross margins from 2014 to 2015 was related to the previously mentioned 2% increase in towers site rental revenuesand relatively fixed costs to operate our towers. The increase in small cells site rental gross margins was predominately related to the previously mentioned51% increase in small cells site rental revenues.Towers network services and other gross margin was approximately $282.6 million for 2015 and increased by approximately $10.7 million, or 4%, fromapproximately $271.9 million in 2014, which is a reflection of (1) the volume of activity from carrier network enhancements and (2) the volume and mix ofnetwork services and other work. Our network services and other offerings are of a variable nature as these revenues are not under long-term contracts.General and administrative expenses for 2015 increased by approximately $53.6 million, or approximately 21%, from 2014, and represented 8% of netrevenues in 2015 and 7% of net revenues in 2014. General and administrative expenses are inclusive of stock-based compensation charges. The increase ingeneral and administrative expenses was primarily related to the growth30in our business, including the expansion in size of our wireless infrastructure portfolio primarily due to acquisitions and growth in small cells.Towers operating profit for 2015 increased by approximately $40.6 million, or 2%, from 2014. Towers operating profit was primarily impacted by thegrowth in our towers site rental revenues and relatively fixed costs to operate our towers.Small cells operating profit for 2015 increased by approximately $47.2 million, or 46%, from 2014. Small cells operating profit was positivelyimpacted by the previously mentioned Sunesys Acquisition and due to the leasing of newly constructed small cells.Adjusted EBITDA increased by approximately $67.9 million, or 3%, from 2014 to 2015. Adjusted EBITDA was positively impacted by the growth inour site rental activities, partially offset by the aforementioned increase in general and administrative expenses.Depreciation, amortization, and accretion for 2015 increased by approximately $50.4 million, or 5%, from 2014. This increase predominately resultedfrom capital expenditures and acquisitions, including the Sunesys Acquisition.Interest expense and amortization of deferred financing costs decreased by approximately $46.2 million, or 8%, from 2014 to 2015, primarily as a resultof a $44.4 million 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 approximately $4.2 million and approximately $44.6 million for2015 and 2014, respectively. For a further discussion of the debt refinancings, see note 8 to our consolidated financial statements, "Item 7. MD&A—Liquidityand Capital Resources" and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk."Our acquisition and integration expenses for 2014 were approximately $34.1 million and were related to our 2012 and 2013 acquisitions. See note 4 toour consolidated financial statements.Other income (expense) for 2015 was income of approximately $57.0 million, compared to income of approximately $12.0 million for 2014. Thischange was predominately a result of gains recorded during 2015 on foreign currency swaps that we entered into to manage and reduce our foreign currencyrisk related to our May 2015 sale of CCAL. See note 9 to our consolidated financial statements.The benefit (provision) for income taxes for 2015 was a benefit of approximately $51.5 million compared to a benefit of approximately $11.2 millionfor 2014. For 2015, the effective tax rate differed from the federal statutory rate predominately due to (1) our REIT status, including the dividends paiddeduction, and (2) the de-recognition of net deferred tax liabilities related to the inclusion of small cells in the REIT in January 2016, which resulted in anon-cash income tax benefit of approximately $33.8 million. For 2014, the effective tax rate differed from the federal statutory rate predominately due to ourREIT 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 approximately $1.0 billion.Net income (loss) attributable to CCIC stockholders for 2015 was income of approximately $1.5 billion compared to income of approximately $390.5million for 2014. The increase in net income was predominately due to the gain recorded on the sale of CCAL of approximately $1.0 billion.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.31We 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. We haverecently spent and expect to continue to spend a significant 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, including under our ATM Program.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.We operate as a REIT for U.S. federal income tax purposes. We expect to continue to pay minimal cash income taxes as a result of our REIT status andour NOLs. See "Item 1. Business—2016 Industry Highlights and Company Developments—REIT Status," "Item 7. MD&A—General Overview" and note 11 toour consolidated financial statements.Liquidity Position. The following is a summary of our capitalization and liquidity position as of December 31, 2016, after giving effect to (1) theFiberNet Acquisition and (2) the 2017 Refinancings. See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" and note 8 to ourconsolidated financial statements for additional information regarding our debt. As of December 31, 2016 (In thousands of dollars)Cash and cash equivalents(a)$112,592Undrawn revolving credit facility availability(b)2,412,110Restricted cash129,547Debt and other long-term obligations13,241,142Total equity7,552,506 (a)Exclusive of restricted cash.(b)Availability at any point in time is subject to reaffirmation of the representations and warranties in, and there being no default under, our credit agreement. See "Item 7. MD&A—Liquidity and Capital Resources—Financing Activities" and "Item 7. MD&A—Liquidity and Capital Resources—Debt Covenants."Over the next 12 months:•Our liquidity sources may include (1) cash on hand, (2) net cash provided by operating activities, (3) undrawn availability from our 2016 Revolver,and (4) issuances of equity pursuant to our ATM Program. Our liquidity uses over the next 12 months are expected to include (1) debt serviceobligations of approximately $101.7 million (principal payments), (2) common stock dividend payments expected to be $3.80 per share, or anaggregate of at least $1.3 billion, subject to future approval by our board of directors (see "Item 7. MD&A—General Overview—Common StockDividend"), and (3) sustaining and discretionary capital expenditures (expected to be equal to or greater than current levels). During the next 12months, we expect that our liquidity sources should be sufficient to cover our expected uses. As CCIC is a holding company, this cash flow fromoperations is generated by our operating subsidiaries.•We have no scheduled contractual debt maturities other than principal payments on amortizing debt. See "Item 7A. Quantitative and QualitativeDisclosures About Market Risk" for a tabular presentation of our debt maturities as of December 31, 2016 and a discussion of anticipated repaymentdates.32Summary Cash Flows Information Years Ended December 31, 201620152014 (In thousands of dollars)Net cash provided by (used for): Operating activities$1,782,264 $1,794,025 $1,600,197Investing activities(1,410,232) (1,959,734) (1,216,709)Financing activities(96,292) (935,476) (462,987)Net increase (decrease) in cash and cash equivalents - continuing operations275,740 (1,101,185) (79,499)Discontinued operations (see note 3): Net cash provided by (used for) operating activities— 2,700 65,933Net cash provided by (used for) investing activities113,150 1,103,577 (26,196)Net increase (decrease) in cash and cash equivalents - discontinued operations113,150 1,106,277 39,737Operating ActivitiesThe decrease in net cash provided by operating activities for 2016 from 2015 was due primarily to a net decrease in working capital, partially offset bygrowth in our core business. The increase in net cash provided by operating activities for 2015 from 2014 was due primarily to growth in our core business,including a net benefit from changes in working capital. Changes in working capital (including changes in accounts receivable, deferred site rentalreceivables, deferred rental revenues, prepaid ground leases, restricted cash, and accrued interest) can have a significant impact on net cash provided byoperating activities, largely due to the timing of prepayments and receipts. We expect to grow our net cash provided by operating activities in the future(exclusive of movements in working capital) if we realize expected growth in our core business.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.33A summary of our capital expenditures for the last three years is as follows (in thousands of dollars): Capital expenditures decreased from 2015 to 2016 and were impacted by (1) the construction of small cell networks to address our customers growingdemand for small cell networks, (2) lower amounts of improvements to existing towers and (3) lower sustaining capital expenditures in 2016 due toexpansion of office facilities in 2015. Our sustaining capital expenditures have historically been less than 2% of net revenues annually and wereapproximately 3% of net revenues in 2015 due to expansion of our office facilities. See "Item 7. MD&A—General Overview—Outlook Highlights" for adiscussion of our expectations surrounding 2017 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.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 our acquisitions during the years ended December 31, 2016, 2015 and 2014. See also note 19 to ourconsolidated financial statements for a discussion of the FiberNet 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 at least $1.3 billion during thenext 12 months, subject to future approval by our board of directors), purchasing our common stock, or purchasing, repaying, or redeeming our debt. Seenotes 8 and 12 to our consolidated financial statements.34In 2015, our financing activities predominately related to the following:•paying an aggregate of $1.1 billion in dividends on our common stock,•amending our previously outstanding 2012 Credit Facility, and•issuing $1.0 billion in May 2015 tower revenue notes which provided us with funding to repay $250.0 million aggregate principal amount ofAugust 2010 tower revenue notes, redeem all of the previously outstanding WCP securitized notes, and repay portions of outstanding borrowingsunder our previously outstanding 2012 Credit Facility.See "Item 7. MD&A—Liquidity and Capital Resources—Overview" and note 8 to our consolidated financial statements.In 2016, our financing activities predominately related to the following:•paying an aggregate of $1.2 billion in dividends on our common stock,•completing a new senior unsecured credit facility and repaying all outstanding borrowings under the previously outstanding 2012 Credit Facility,•issuing $1.5 billion aggregate principal amount of senior unsecured notes in February 2016, which provided us the funding to (1) repay $500.0million of outstanding borrowings under the 2016 Revolver and (2) repay in full all outstanding borrowings under the previously outstanding $1.0billion 364-Day Facility (as defined below),•issuing $1.0 billion aggregate principal amount of senior unsecured notes in May 2016, which provided us the funding to (1) repay in full the TowerRevenue Notes, Series 2010-2 and Series 2010-5 issued by certain of our subsidiaries and (2) repay a portion of outstanding borrowings under the2016 Revolver,•issuing $700.0 million aggregate principal amount of senior unsecured notes, which provided us funding to (1) repay in full the 2.381% SecuredNotes issued by certain of our subsidiaries, and (2) repay a portion of outstanding borrowings under the 2016 Revolver, and•issuing 11.4 million shares of common stock, generating net proceeds of approximately $1.0 billion; we utilized proceeds from such offering topartially fund the FiberNet Acquisition.In February 2017, we (1) issued $500 million aggregate principal amount of 4.000% senior unsecured notes and utilized the net proceeds to repay aportion of the outstanding borrowings on the 2016 Credit Facility and (2) entered into an amendment to the 2016 Credit Facility to incur additional termloans in an aggregate principal amount of $500 million and extend the maturity of both the 2016 Term Loan A and the 2016 Revolver to January 21, 2022.See "Item 7. MD&A—Liquidity and Capital Resources—Overview" and notes 8 and 19 to our consolidated financial statements for a discussion of ourrecent debt activities. See also "Item 7. MD&A—General Overview—Common Stock Dividend" for a discussion of the increase to our common stock dividendduring the fourth quarter of 2016.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." Certain ofour wireless infrastructure is held in subsidiaries whose equity interests have been pledged, directly or indirectly, along with other collateral to secure suchindebtedness. See notes 8 and 19 to our consolidated financial statements.Common Stock. As of December 31, 2016, 2015, and 2014, we had 360.5 million, 333.8 million, and 333.9 million common shares outstanding,respectively. In November 2016, we completed an equity offering of approximately 11.4 million shares of common stock, which generated net proceeds ofapproximately $1.0 billion. We utilized proceeds from such offering to partially fund the FiberNet Acquisition in January 2017. See also "ConvertiblePreferred Stock" below. During the year ended December 31, 2016, we paid an aggregate of $1.2 billion in dividends on our common stock. See "Item 1.Business—Strategy" and note 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 cumulative gross sales price of up to $500.0 million to or through sales agents. Sales, if any, under the ATM Program may be made bymeans of ordinary brokers' transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related toprevailing market prices or, subject to our specific instructions, at negotiated prices. We intend to use the net proceeds from any sales under the ATMProgram for general corporate purposes, which may include the funding of future acquisitions or investments and the repayment or repurchase of anyoutstanding35indebtedness. During the year ended December 31, 2016, 3.8 million shares of our common stock were sold under the ATM Program generating net proceedsof $323.8 million. The net proceeds from the sales under the ATM Program were used, in part, to fund the TDC Acquisition. See note 12 to our consolidatedfinancial statements.Convertible Preferred Stock. During October and November 2016, our approximately 9.8 million shares of Convertible Preferred Stock converted toapproximately 11.6 million shares of our common stock at a conversion rate (based on the applicable market value of the common stock and subject tocertain anti-dilutive adjustments) of 1.188 common shares for each share of previously outstanding Convertible Preferred Stock. See note 12 to ourconsolidated financial statements for further discussion of the Convertible Preferred Stock dividends declared and paid during 2016 and the October andNovember 2016 conversion of the Convertible Preferred Stock to common stock.Credit Facility. In January 2016, we completed a new unsecured 2016 Credit Facility, consisting of (1) a $2.5 billion unsecured 2016 Revolvermaturing on 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. In February 2016, the 364-Day Facilitywas terminated. See note 8 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, 2017, there was approximately $2.4 billion in availability under the 2016 Revolver. See note 19 to our consolidated financialstatements.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. See also note 2 to our consolidated financial statements.Contractual Cash ObligationsThe following table summarizes our contractual cash obligations as of December 31, 2016, after giving effect to (1) the FiberNet Acquisition and (2) the2017 Refinancings. These contractual cash obligations relate primarily to our outstanding borrowings or lease obligations for land interests under our towers.The debt maturities reflect contractual maturity dates and do not consider the impact of the principal payments that will commence following the anticipatedrepayment dates on the tower revenue notes (see footnote (b)). Years Ending December 31,Contractual Obligations(a)20172018201920202021 Thereafter Totals (In thousands of dollars)Debt and other long-term obligations(b)$101,749 $135,908 $139,444 $203,054 $1,775,189 $10,983,333 $13,338,677Interest payments on debt and other long-term obligations(c)(d)527,919 548,409 553,888 626,075 647,292 6,823,163 9,726,746Lease obligations(e)573,708 577,578 581,588 579,193 579,585 7,741,651 10,633,303Total contractual obligations$1,203,376 $1,261,895 $1,274,920 $1,408,322 $3,002,066 $25,548,147 $33,698,726____________________(a)The following items are in addition to the obligations disclosed in the above table:•We have a legal obligation to perform certain asset retirement activities, including requirements upon lease and easement terminations to remove wireless infrastructure orremediate the land upon which our wireless infrastructure resides. The cash obligations disclosed in the above table, as of December 31, 2016, are exclusive of estimatedundiscounted future cash outlays for asset retirement obligations of approximately $1.2 billion. As of December 31, 2016, the net present value of these asset retirementobligations was approximately $146.1 million.•We are contractually obligated to pay or reimburse others for property taxes related to our wireless infrastructure.•We have the option to purchase approximately 53% of our towers that are leased or subleased or operated and managed under master leases, subleases, and other 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.36(b)The impact of principal payments that will commence following the anticipated repayment dates of our tower revenue notes are not considered. The tower revenue notes haveprincipal amounts of, $2.3 billion, $300.0 million and $700.0 million, with anticipated repayment dates in 2020, 2022 and 2025, respectively. See note 8 to our consolidatedfinancial statements.(c)If the tower revenue notes are not repaid in full by the applicable anticipated repayment dates, the applicable interest rate increases by approximately 5% per annum and 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 2016 Excess Cash Flow (as defined in the indenture governingthe applicable tower revenue notes) of the issuers of the tower revenue notes was approximately $563.8 million. We currently expect to refinance these notes on or prior to 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, 2016. As ofDecember 31, 2016, the leases for land interests under our towers had an average remaining life in excess of 30 years, weighted based on towers site rentalgross margin. See "Item 1A. Risk Factors." (a)For the year ended December 31, 2016, without consideration of the term of the tenant lease.(b)Inclusive of fee interests and perpetual easements.37Debt 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, 2016.Borrower / IssuerFinancial Maintenance Covenant(a)(b)Covenant Level RequirementAs of December 31, 2016CCICTotal Net Leverage Ratio≤ 6.50x5.2xCCICTotal Senior Secured Leverage Ratio≤ 3.50x2.0xCCICConsolidated 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 2016 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 2016 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 also offer certain network services relating to our wirelessinfrastructure, which represent approximately 18% of our total revenues for 2016. Network services and other revenue consists of (1) site developmentservices and (2) installation services. Network services revenues are recognized after completion of the applicable service. We account for network servicesseparately from the customer's site rental. See "Item 1. Business—The Company" for a further discussion of our business.38Accounting 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, 2016, 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.39The 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 2016, 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.40When 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 3% 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. Our reporting units are the same as ouroperating segments (towers and small cells). See note 16. We performed our most recent annual goodwill impairment test as of October 1, 2016, whichresulted in no impairments. This assessment included consideration of our market capitalization which was approximately four times the aggregate carryingamount of the reporting units as of December 31, 2016.Deferred Income Taxes. We operate as a REIT for U.S. federal income tax purposes. Our REIT taxable income is generally not subject to federal andstate income taxes as a result of the deduction for dividends paid and any usage of our remaining NOLs. Accordingly, the only provision or benefit forfederal income taxes for the year ended December 31, 2016 relates to TRSs. Furthermore, as a result of the deduction for dividends paid, some or all of ourNOLs related to our REIT may expire without utilization. See "Item 1. Business—2016 Industry Highlights and Company Developments—REIT Status" for adiscussion of the impact of our REIT status. 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—2016 Industry Highlights and Company Developments—REIT Status" for a discussion of our inclusion ofsmall cells in the REIT effective January 4, 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 and Segment Financial MeasuresIn addition to the non-GAAP measures used herein and as discussed in note 16 to our consolidated financial statements, we also provide (1) segmentsite rental gross margin, (2) segment network services and other gross margin, and (3) segment operating profit, which are key measures used by managementto evaluate our operating segments for purposes of making decisions about allocating capital and assessing performance. These segment measures areprovided pursuant to GAAP requirements related to segment reporting.We define segment site rental gross margin as segment site rental revenues less segment site rental cost of operations, which excludes stock-basedcompensation expense and prepaid lease purchase price adjustments recorded in consolidated cost of operations. We define segment network services andother gross margin as segment network services and other revenues less segment network services and other cost of operations, which excludes stock-basedcompensation expense recorded in consolidated cost of operations. We define segment operating profit as segment site rental gross margin plus segmentnetwork services and other gross margin, less general and administrative expenses attributable to the respective segment.We use earnings before interest, taxes, depreciation, amortization, and accretion, as adjusted ("Adjusted EBITDA"), which is a non-GAAP measure, as anindicator of consolidated financial performance. Our measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies,including companies in the wireless infrastructure sector or other REITs, and is not a measure of performance calculated in accordance with GAAP. AdjustedEBITDA should not be considered in isolation or as a substitute for operating income or loss, net income or loss, net cash provided by (used for) operating,investing41and financing activities or other income statement or cash flow statement data prepared in accordance with GAAP and should be considered only as asupplement to net income or loss computed in accordance with GAAP as a measure of our performance. There are material limitations to using a measure suchas Adjusted EBITDA, including the difficulty associated with comparing results among more than one company, including our competitors, and the inabilityto analyze certain significant items, including depreciation and interest expense, that directly affect our net income or loss. Management compensates forthese limitations by considering the economic effect of the excluded expense items independently as well as in connection with their analysis of net income(loss).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 and excludes items in the Company's Adjusted EBITDA definition which are not applicable to the periods shown. Year Ended December 31, 2016 2015 2014Net income (loss)$356,973 $1,524,335 $398,774Adjustments to increase (decrease) net income (loss): Income (loss) from discontinued operations— (999,049) (52,460)Asset write-down charges34,453 33,468 14,246Acquisition and integration costs17,453 15,678 34,145Depreciation, amortization and accretion1,108,551 1,036,178 985,781Amortization of prepaid lease purchase price adjustments21,312 20,531 19,972Interest expense and amortization of deferred financing costs515,032 527,128 573,291Gains (losses) on retirement of long-term obligations52,291 4,157 44,629Interest income(796) (1,906) (315)Other income (expense)8,835 (57,028) (11,993)Benefit (provision) for income taxes16,881 (51,457) (11,244)Stock-based compensation expense96,538 67,148 56,431Adjusted EBITDA(a)$2,227,523 $2,119,183 $2,051,257 (a)The above reconciliation excludes the items included in the Company's Adjusted EBITDA definition which are not applicable to the periods shown.We believe Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial performance because:•it is the primary measure used by our management to evaluate (1) the economic productivity of our operations and (2) for purposes of makingdecisions about allocating resources to, and assessing the performance of, our operations;•although specific definitions may vary, it is widely used by investors or other interested parties in evaluation of the wireless infrastructure sectorand other REITs to measure financial performance without regard to items such as depreciation, amortization and accretion which can varydepending upon accounting methods and the book value of assets;•we believe it helps investors and other interested parties meaningfully evaluate and compare the results of our operations (1) from period to periodand (2) to our competitors by removing the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base(primarily depreciation, amortization and accretion) from our financial results; and•it is similar to the measure of current financial performance generally used in our debt covenant calculations.Our management uses Adjusted EBITDA:•as a performance goal in employee annual incentive compensation;•as a measurement of financial performance because it assists us in comparing our financial performance on a consistent basis as it removes 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 financial performance used by management;•for planning purposes, including preparation of our annual operating budget;42•as a valuation measure in strategic analyses in connection with the purchase and sale of assets;•in determining self-imposed limits on our debt levels, including the evaluation of our leverage ratio and interest coverage ratio; and•with respect to compliance with our debt covenants, which require us to maintain certain financial ratios including, or similar to, AdjustedEBITDA.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 (1) the FiberNet Acquisition and(2) the 2017 Refinancings:•the potential refinancing of our $13.2 billion in existing debt, compared to $12.1 billion in the prior year;•our $2.5 billion of floating rate debt representing approximately 19% of total debt, compared to 33% in the prior year; and•potential future borrowings of incremental debt.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 2017. As of December 31, 2016 and December 31, 2015, we had no interest rate swaps hedging any refinancings. Seebelow for a tabular presentation of our scheduled contractual debt maturities as of December 31, 2016, after giving effect to (1) the FiberNet Acquisition and(2) the 2017 Refinancings, and a discussion of anticipated repayment dates.Floating Rate DebtWe manage our exposure to market interest rates on our existing debt by controlling the mix of fixed and floating rate debt. As of December 31, 2016,after giving effect to (1) the FiberNet Acquisition and (2) the 2017 Refinancings, we had $2.5 billion of floating rate debt, none of which had LIBOR floors.As a result, a hypothetical unfavorable fluctuation in market interest rates on our existing debt of 1/8 of a percent point over a 12-month period wouldincrease our interest expense by approximately $3.1 million. As of December 31, 2015, we had approximately $4.0 billion of floating rate debt, none ofwhich had LIBOR floors.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.43The 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, 2016 after giving effect to (1) the FiberNet Acquisition and (2) the 2017 Refinancings (see note 19 to ourconsolidated financial statements). These debt maturities reflect contractual maturity dates, and do not consider the impact of the principal payments that willcommence following the anticipated repayment dates of certain notes (see footnotes (c) and (d)). See note 8 to our consolidated financial statements foradditional information regarding our debt. Future Principal Payments and Interest Rates by the Debt Instruments' Contractual Year of Maturity 2017 2018 2019 2020 2021 Thereafter Total Fair Value(a) (Dollars in thousands)Fixed rate debt(c)$51,749 $48,408 $39,444 $28,054 $1,575,189 $9,056,333 $10,799,177 $11,205,215Average interest rate(b)(c)(d)4.3% 4.6% 4.7% 4.8% 2.9% 6.5% 5.9% Variable rate debt(e)$50,000 $87,500 $100,000 $175,000 $200,000 $1,927,000 $2,539,500 $2,527,188Average interest rate(e)2.4% 3.0% 3.4% 3.6% 3.8% 3.8% 3.7% (a)The fair value of our debt is based on indicative quotes (that is, non-binding quotes) from brokers that require judgment to interpret market information, including implied 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 tower revenue notes have principal amounts of $2.3billion, $300 million and $700 million, with anticipated repayment dates in 2020, 2022 and 2025, respectively.(d)If the tower revenue notes are not repaid in full by the applicable anticipated repayment dates, the applicable interest rate increases by approximately 5% per annum and 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 2040 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 2016 Excess Cash Flow of the issuers of the tower revenue notes was approximately $563.8 million. We currently expect to refinance thesenotes on or prior to the respective anticipated repayment dates.(e)Predominantly consists of our 2016 Term Loan A maturing in 2022.44Item 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 Firm46Consolidated Balance Sheet as of December 31, 2016 and 201547Consolidated Statement of Operations and Comprehensive Income (Loss) for each of the three years in the period ended December 31, 201648Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, 201649Consolidated Statement of Equity for each of the three years in the period ended December 31, 201650Notes to Consolidated Financial Statements53Schedule II - Valuation and Qualifying Accounts84Schedule III - Schedule of Real Estate and Accumulated Depreciation8545REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Stockholders ofCrown Castle International Corp.In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of CrownCastle International Corp. and its subsidiaries (“the Company”) as of December 31, 2016 and 2015, and the results of their operations and their cash flows foreach of the three years in the period ended December 31, 2016 in conformity with accounting principles generally accepted in the United States of America.In addition, in our opinion, the financial statement schedules listed in the accompanying index present fairly, in all material respects, the information set forththerein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects,effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financialstatements and financial statement schedules, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness ofinternal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A.(b). Ourresponsibility is to express opinions on these financial statements, on the financial statement schedules, and on the Company's internal control over financialreporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board(United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free ofmaterial misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financialstatements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accountingprinciples used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control overfinancial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, andtesting and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such otherprocedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it classifies debt issuance costs in 2016.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, 201746CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEET(In thousands of dollars, except share amounts) December 31, 2016 2015ASSETS Current assets: Cash and cash equivalents$567,599 $178,810Restricted cash124,547 130,731Receivables, net of allowance of $11,314 and $9,574, respectively373,532 313,296Prepaid expenses128,721 133,194Other current assets130,362 225,214Total current assets1,324,761 981,245Deferred site rental receivables1,317,658 1,306,408Property and equipment, net9,805,315 9,580,057Goodwill5,757,676 5,513,551Site rental contracts and customer relationships, net3,298,778 3,421,180Other intangible assets, net351,294 358,735Long-term prepaid rent and other assets, net819,610 775,790Total assets$22,675,092 $21,936,966LIABILITIES AND EQUITY Current liabilities: Accounts payable$188,516 $159,629Accrued interest97,019 66,975Deferred revenues353,005 322,623Other accrued liabilities221,066 199,923Current maturities of debt and other obligations101,749 106,219Total current liabilities961,355 855,369Debt and other long-term obligations12,069,393 12,043,740Other long-term liabilities2,087,229 1,948,636Total liabilities15,117,977 14,847,745Commitments and contingencies (see note 14) CCIC stockholders' equity: Common stock, $.01 par value; 600,000,000 shares authorized; shares issued and outstanding: December 31, 2016—360,536,659 and December 31, 2015—333,771,6603,605 3,3384.50% Mandatory Convertible Preferred Stock, Series A, $.01 par value; 20,000,000 shares authorized; shares issued andoutstanding: December 31, 2016—0 and December 31, 2015—9,775,000; aggregate liquidation value: December 31,2016—0 and December 31, 2015—$977,500— 98Additional paid-in capital10,938,236 9,548,580Accumulated other comprehensive income (loss)(5,888) (4,398)Dividends/distributions in excess of earnings(3,378,838) (2,458,397)Total equity7,557,115 7,089,221Total liabilities and equity$22,675,092 $21,936,966See accompanying notes to consolidated financial statements.47CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)(In thousands of dollars, except per share amounts) Years Ended December 31, 2016 2015 2014Net revenues: Site rental$3,233,307 $3,018,413 $2,866,613Network services and other687,918 645,438 672,143 3,921,225 3,663,851 3,538,756Operating expenses: Costs of operations(a): Site rental1,023,350 963,869 906,152Network services and other417,171 357,557 400,454General and administrative371,031 310,921 257,296Asset write-down charges34,453 33,468 14,246Acquisition and integration costs17,453 15,678 34,145Depreciation, amortization and accretion1,108,551 1,036,178 985,781Total operating expenses2,972,009 2,717,671 2,598,074Operating income (loss)949,216 946,180 940,682Interest expense and amortization of deferred financing costs(515,032) (527,128) (573,291)Gains (losses) on retirement of long-term obligations(52,291) (4,157) (44,629)Interest income796 1,906 315Other income (expense)(8,835) 57,028 11,993Income (loss) from continuing operations before income taxes373,854 473,829 335,070Benefit (provision) for income taxes(16,881) 51,457 11,244Income (loss) from continuing operations356,973 525,286 346,314Discontinued operations (see note 3): Income (loss) from discontinued operations, net of tax— 19,690 52,460Net gain (loss) from disposal of discontinued operations, net of tax— 979,359 —Income (loss) from discontinued operations, net of tax— 999,049 52,460Net income (loss)356,973 1,524,335 398,774Less: Net income (loss) attributable to the noncontrolling interest— 3,343 8,261Net income (loss) attributable to CCIC stockholders356,973 1,520,992 390,513Dividends on preferred stock(32,991) (43,988) (43,988)Net income (loss) attributable to CCIC common stockholders$323,982 $1,477,004 $346,525Net income (loss)$356,973 $1,524,335 $398,774Other comprehensive income (loss): Interest rate swaps reclassified into results of operations, net of taxes— 18,725 63,148Foreign currency translation adjustments(1,490) (14,137) (25,432)Amounts reclassified into discontinued operations for foreign currency translation adjustments (seenote 3)— (25,678) —Total other comprehensive income (loss)(1,490) (21,090) 37,716Comprehensive income (loss)355,483 1,503,245 436,490Less: Comprehensive income (loss) attributable to the noncontrolling interest— — 6,545Comprehensive income (loss) attributable to CCIC stockholders$355,483 $1,503,245 $429,945Net income (loss) attributable to CCIC common stockholders, per common share: Income (loss) from continuing operations, basic$0.95 $1.45 $0.91Income (loss) from discontinued operations, basic$— $2.99 $0.13Net income (loss) attributable to CCIC common stockholders, basic$0.95 $4.44 $1.04Income (loss) from continuing operations, diluted$0.95 $1.44 $0.91Income (loss) from discontinued operations, diluted$— $2.98 $0.13Net income (loss) attributable to CCIC common stockholders, diluted$0.95 $4.42 $1.04Weighted-average common shares outstanding (in thousands): Basic340,349 333,002 332,302Diluted340,879 334,062 333,265Dividends/distributions declared per share$3.61 $3.35 $1.87 (a)Exclusive of depreciation, amortization and accretion shown separately.See accompanying notes to consolidated financial statements.48CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF CASH FLOWS(In thousands of dollars) Years Ended December 31, 201620152014 Cash flows from operating activities: Net income (loss) from continuing operations$356,973 $525,286 $346,314 Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: Depreciation, amortization and accretion1,108,551 1,036,178 985,781 Gains (losses) on retirement of long-term obligations52,291 4,157 44,629 Gains (losses) on settled swaps2,608 (54,475) — Amortization of deferred financing costs and other non-cash interest14,333 37,126 80,854 Stock-based compensation expense79,338 60,773 51,497 Asset write-down charges34,453 33,468 14,246 Deferred income tax benefit (provision)8,603 (60,618) (21,859) Other non-cash adjustments, net2,451 (8,915) (25,679) Changes in assets and liabilities, excluding the effects of acquisitions: Increase (decrease) in accrued interest30,044 32 1,361 Increase (decrease) in accounts payable10,600 (5,287) 12,281 Increase (decrease) in deferred revenues, deferred ground lease payables, other accrued liabilitiesand other liabilities195,998 325,880 397,363 Decrease (increase) in receivables(58,664) 12,668 (77,116) Decrease (increase) in prepaid expenses, deferred site rental receivables, long-term prepaid rent,restricted cash and other assets(55,315) (112,248) (209,475) Net cash provided by (used for) operating activities1,782,264 1,794,025 1,600,197 Cash flows from investing activities: Payment for acquisitions of businesses, net of cash acquired(556,854) (1,102,179) (461,651) Capital expenditures(873,883) (908,892) (758,535) Receipts from foreign currency swaps8,141 54,475 — Other investing activities, net12,364 (3,138) 3,477 Net cash provided by (used for) investing activities(1,410,232) (1,959,734) (1,216,709) Cash flows from financing activities: Proceeds from issuance of long-term debt5,201,010 1,000,000 845,750 Principal payments on debt and other long-term obligations(95,787) (102,866) (116,426) Purchases and redemptions of long-term debt(4,044,834) (1,069,337) (836,899) Payments under revolving credit facility(4,565,000) (1,360,000) (698,000) Borrowings under revolving credit facility3,440,000 1,790,000 1,019,000 Payments for financing costs(41,533) (19,642) (15,899) Net proceeds from issuance of capital stock1,325,865 — — Purchases of capital stock(24,936) (29,657) (21,872) Dividends/distributions paid on common stock(1,239,158) (1,116,444) (624,297) Dividends paid on preferred stock(43,988) (43,988) (44,354) Net (increase) decrease in restricted cash(7,931) 16,458 30,010 Net cash provided by (used for) financing activities(96,292) (935,476) (462,987) Net increase (decrease) in cash and cash equivalents - continuing operations275,740 (1,101,185) (79,499) Discontinued operations (see note 3): Net cash provided by (used for) operating activities— 2,700 65,933 Net cash provided by (used for) investing activities113,150 1,103,577 (26,196) Net increase (decrease) in cash and cash equivalents - discontinued operations113,150 1,106,277 39,737 Effect of exchange rate changes on cash(101) (1,902) (8,012) Cash and cash equivalents at beginning of year178,810175,620(a) 223,394(a) Cash and cash equivalents at end of year$567,599 $178,810 $175,620(a) ________________(a)Inclusive of cash and cash equivalents included in discontinued operations.See accompanying notes to consolidated financial statements.49CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF EQUITY(In thousands of dollars, except share data) CCIC Stockholders' Equity Common Stock 4.50% MandatoryConvertible PreferredStock Accumulated Other Comprehensive Income (Loss) ("AOCI") Shares ($.01 Par) Shares ($.01 Par) AdditionalPaid-InCapital ForeignCurrencyTranslationAdjustments DerivativeInstruments Total AOCI Dividends/Distributionsin Excess of Earnings Noncontrollinginterest fromdiscontinuedoperations TotalBalance, December31, 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-basedcompensationrelated activity, netof forfeitures79,490 1 ——— 51,496 — — — — — 51,497Purchases andretirement of capitalstock(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, December31, 2014333,856,632 $3,339 9,775,000$98 $9,512,396 $34,545 $(18,725) $15,820 $(2,815,428) $21,003 $6,737,228 (a)See the consolidated statement of operations and comprehensive income (loss) for the components of "total other comprehensive income (loss)" and note 9 with respect to thereclassification adjustment.50CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF EQUITY(In thousands of dollars, except share data) CCIC Stockholders’ Equity Common Stock 4.50% MandatoryConvertible PreferredStock AOCI Shares ($.01 Par) Shares ($.01 Par) AdditionalPaid-InCapital ForeignCurrencyTranslationAdjustments DerivativeInstruments TotalAOCI Dividends/Distributionsin Excess of Earnings Noncontrollinginterest fromdiscontinuedoperations TotalBalance, December 31,2014333,856,632 $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) $— $7,089,221 (a)See the consolidated statement of operations and comprehensive income (loss) for the components of "total other comprehensive income (loss)" and note 9 with respect to thereclassification adjustment.See accompanying notes to consolidated financial statements.51CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF EQUITY(In thousands of dollars, except share data) CCIC Stockholders' Equity Common Stock 4.50% MandatoryConvertible Preferred Stock Accumulated Other Comprehensive Income (Loss) ("AOCI") Shares ($.01 Par) Shares ($.01 Par) AdditionalPaid-InCapital ForeignCurrencyTranslationAdjustments DerivativeInstruments Total AOCI Dividends/Distributionsin Excess of Earnings Noncontrollinginterest fromdiscontinuedoperations TotalBalance, December 31,2015333,771,660 $3,338 9,775,000 $98 $9,548,580 $(4,398) $— $(4,398) $(2,458,397) $— $7,089,221Stock-based compensationrelated activity, net offorfeitures263,782 2 ——— 86,271 — — — — — 86,273Purchases and retirementof capital stock(289,531) (3) ——— (24,933) — — — — — (24,936)Net proceeds fromissuances of CommonStock (see note 12)15,178,064 152 — — 1,325,713 — — — — — 1,325,865Other comprehensiveincome (loss)(a)— — ——— — (1,490) — (1,490) — — (1,490)Recognition of excess taxbenefit— — ——— 2,623 — — — — — 2,623Common stockdividends/distributions— — — — — — — — (1,244,423) — (1,244,423)Preferred stock dividends— — ——— — — — — (32,991) — (32,991)Conversion of preferredstock to common stock(see note 12)11,612,684 116 (9,775,000) (98) (18) — — — — — —Net income (loss)— — ——— — — — — 356,973 — 356,973Balance, December 31,2016360,536,659 $3,605 — $— $10,938,236 $(5,888) $— $(5,888) $(3,378,838) $— $7,557,115 (a)See the consolidated statement of operations and comprehensive income (loss) for the components of "total other comprehensive income (loss)."See accompanying notes to consolidated financial statements.52NOTES 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 that is geographically dispersed throughout the United States and Puerto Rico("U.S."), including: (1) towers and other structures, such as rooftops (collectively, "towers"), and (2) fiber primarily supporting small cell networks(collectively, "small cells" and, together with towers, "wireless infrastructure"). See note 3 for a discussion of the May 2015 sale of the Company's formerly77.6% owned subsidiary 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").Approximately 53% 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 22% of the Company's towers are leased or subleased or operated and managed under a master prepaid lease or other relatedagreements with AT&T for a weighted-average 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, the Company also offers certain network services relating toits wireless infrastructure, consisting of (1) site development services relating to existing or new tenant equipment installations on its wireless infrastructure,including: site acquisition, architectural and engineering, or zoning and permitting (collectively, "site development services") and (2) tenant equipmentinstallation or subsequent augmentations (collectively, "installation services").The Company operates as a real estate investment trust ("REIT") for U.S. federal income tax purposes. In addition, the Company has certain taxableREIT 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.532.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, 201620152014Net cash provided by (used from) operating activities$(4,547) $3,974 $6,148Net cash provided by (used from) investing activities$10,541 $(3,752) $(44)Net cash provided by (used from) financing activities$(7,931) $16,458 $30,011Receivables 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."See also "Recent Accounting Pronouncements Not Yet Adopted" below for further discussion.Property and EquipmentProperty and equipment is stated at cost, net of accumulated depreciation. Property and equipment includes land owned in fee and perpetual easementsfor land which have no definite life. When the Company purchases fee ownership or perpetual easements for the land previously subject to ground lease, theCompany reduces the value recorded as land by the amount of any associated deferred ground lease payable or unamortized above-market leases.Depreciation is computed utilizing the straight-line method at rates based upon the estimated useful lives of the various classes of assets. Depreciation ofwireless infrastructure54is computed with a useful life equal to the shorter of 20 years or the term of the underlying ground lease (including optional renewal periods). Additions,renewals, and improvements are capitalized, while maintenance and repairs are expensed. Labor and interest costs incurred directly related to the constructionof certain property and equipment are capitalized during the construction phase of projects. For the years ended December 31, 2016, 2015, and 2014, theCompany had $86.1 million, $36.7 million and $24.2 million in capitalized labor costs, respectively. The carrying value of property and equipment isreviewed for impairment whenever events or changes in circumstances 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 $26.9 million, $27.0 million, and $9.3 million for the years ended December 31, 2016, 2015, and2014, 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, 2016, 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.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 grouping55policy for purposes of determining the unit of account for testing impairment of the site rental contracts and customer relationships intangible assets. First,the Company pools the site rental contracts and customer relationships with the related wireless infrastructure assets into portfolio groups for purposes ofdetermining the unit of account for impairment testing. Second and separately, the Company evaluates the site rental contracts and customer relationships bysignificant tenant or by tenant grouping for individually insignificant tenants, as appropriate. If the sum of the estimated future cash flows (undiscounted)expected to result from the use or eventual disposition 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 fair value 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, with the exception of costs incurred related to revolving lines of credit, are deferred and are included as adirect deduction from the carrying amount of the related debt liability in "debt and other long-term obligations" on the Company's consolidated balancesheet. Third party costs incurred to obtain financing through a revolving line of credit are deferred and are included in "long-term prepaid rent and otherassets, net" on the Company's consolidated balance sheet. See also "Recently Adopted Accounting Pronouncements" below for further discussion.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 include current amounts of $67.2 million and $31.1 million included in "other current assets" and non-current amounts of $1.3 billion and $1.3billion included in "deferred site rental receivables" for the years ended December 31, 2016 and 2015, respectively. Amounts billed or received prior to beingearned are deferred and reflected 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.See also "Recent Accounting Pronouncements Not Yet Adopted" below for further discussion.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 contain56fixed 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 a sufficient portion of such ground lease renewals to coincide with the final termination of the tenant's renewal options. The Company'snon-current liability related to straight-line ground lease expense is included in "other long-term liabilities" on the Company's consolidated balance sheet.The Company's assets related to prepaid ground leases is included in "prepaid expenses" and "long-term prepaid rent and other assets, net" on the Company'sconsolidated 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, 2016 and 2015, the Company had $49.9 million and $55.3 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 recent acquisitions. In addition, during 2013, theCompany acquired rights to approximately 9,700 towers through the AT&T Acquisition.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.57Interest Expense and Amortization of Deferred Financing CostsThe components of interest expense and amortization of deferred financing costs are as follows: Years Ended December 31, 201620152014Interest expense on debt obligations$500,699 $490,002 $492,437Amortization of deferred financing costs and adjustments on long-term debt, net19,087 21,048 18,562Amortization of interest rate swaps— 18,725 63,148Capitalized interest(7,010) (4,805) (2,985)Other2,256 2,158 2,129Total$515,032 $527,128 $573,291The 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 generally presented as a direct reduction to therelated debt obligation on the Company's consolidated balance sheet. Income TaxesThe Company operates as a REIT for U.S. federal income tax purposes. As a REIT, the Company is generally entitled to a deduction for dividends that itpays and therefore is not subject to U.S. federal corporate income tax on its taxable income that is currently distributed to its stockholders. The Company alsomay be subject to certain federal, state, local, and foreign taxes on its income and assets, including (1) alternative minimum taxes, (2) taxes on anyundistributed income, (3) taxes related to the TRSs, (4) certain state, local, or foreign income taxes, (5) franchise taxes, (6) property taxes, and (7) transfertaxes. In addition, the Company could in certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, in order toutilize one or more relief provisions under the Internal Revenue Code of 1986, as amended ("Code"), to maintain qualification 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. Effective January 4, 2016, the Company's small cells that were previously included in one or more TRSs were included in the REIT. 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 5 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.58The 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, 2016 and 2015, 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 4.50% MandatoryConvertible Preferred Stock, Series A, par value $0.01 per share ("Convertible Preferred Stock"), 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, 201620152014Net income (loss) from continuing operations$356,973 $525,286 $346,314Dividends on preferred stock(32,991) (43,988) (43,988)Net income (loss) from continuing operations attributable to CCIC common stockholders for basicand diluted computations$323,982 $481,298 $302,326 Income (loss) from discontinued operations, net of tax— 999,049 52,460Less: Net income (loss) attributable to the noncontrolling interest— 3,343 8,261Net income (loss) from discontinued operations attributable to CCIC common stockholders forbasic and diluted computations— 995,706 44,199 Weighted-average number of common shares outstanding (in thousands): Basic weighted-average number of common stock outstanding340,349 333,002 332,302Effect of assumed dilution from potential common shares relating to RSAs and RSUs530 1,060 963Diluted weighted-average number of common shares outstanding340,879 334,062 333,265Net income (loss) attributable to CCIC common stockholders, per common share: Income (loss) from continuing operations, basic$0.95 $1.45 $0.91Income (loss) from discontinued operations, basic$— $2.99 $0.13Net income (loss) attributable to CCIC common stockholders, basic$0.95 $4.44 $1.04Income (loss) from continuing operations, diluted$0.95 $1.44 $0.91Income (loss) from discontinued operations, diluted$— $2.98 $0.13Net income (loss) attributable to CCIC common stockholders, diluted$0.95 $4.42 $1.04For 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.59The 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, 2015 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, including the use of (1)forward-starting interest rate swaps to hedge its exposure to variability in future cash flows attributable to changes in LIBOR on anticipated financings,including refinancings and potential future borrowings or (2) interest rate swaps to hedge the interest rate variability on a portion of the Company's floatingrate debt. Derivative financial instruments were entered into for periods that matched the related underlying exposures. The Company can elect whether ornot to designate derivative financial instruments as accounting hedges. The Company can also enter into derivative financial instruments that are notdesignated as accounting hedges. As of December 31, 2016, the Company does not have any interest rate swaps.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.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 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 guidance iseffective for the Company on January 1, 2016 and requires retrospective application. The Company adopted this guidance on January 1, 2016 and hasapplied this guidance retrospectively. As a result, the Company reclassified $99.3 million of deferred financing costs from "long-term prepaid rent and otherassets, net" to "debt and other long-term obligations" on the Company's consolidated balance sheet as of December 31, 2015.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 Company adopted the guidance as of January 1,2016 on a prospective basis. This standard did not have a material impact on the Company's consolidated financial statements upon adoption.Recent Accounting Pronouncements Not Yet AdoptedIn 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, at60the Company's election, either (1) retrospectively to each prior reporting period presented, or (2) with the cumulative effect being recognized at the date ofinitial application. The Company has established a plan to assess the impact of the standard and continues to evaluate the guidance; however, the Companydoes not expect the guidance to have a material impact on its consolidated financial statements.In February 2016, the FASB issued new guidance on the recognition, measurement, presentation and disclosure of leases. The new guidance requireslessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments for all leases with a term greaterthan 12 months. The accounting for lessors remains largely unchanged from existing guidance. This guidance is effective for the Company as of January 1,2019 and is required to be applied using a modified retrospective approach for all leases existing at, or entered into after, the beginning of the earliestcomparative period presented. Early adoption is permitted. The Company (1) has established a cross functional project plan to assess the impact of thestandard, (2) expects this guidance to have a material impact on its consolidated balance sheet due to the addition of right-of-use assets and lease liabilitiesfor all leases with a term greater than 12 months, and (3) continues to assess additional impacts to its consolidated financial statements, including theconsolidated statement of operations.In June 2016, the FASB issued new guidance on the recognition and measurement of expected credit losses for certain types of financial instruments,including accounts receivable. The new guidance requires entities to estimate the expected credit loss over the life of certain financial instruments at initialrecognition of the financial instrument. The guidance is effective for the Company as of January 1, 2020. Early adoption is permitted. The Company does notexpect this guidance to have a material impact on its consolidated financial statements.In November 2016, the FASB issued new guidance which requires an entity's statement of cash flows to explain the change in restricted cash andrestricted cash equivalents in addition to cash and cash equivalents. This new guidance also requires an entity that includes cash, cash equivalents, restrictedcash and restricted cash equivalents on multiple lines on its balance sheet to present a reconciliation between its statement of cash flows and its balancesheet. The guidance is effective for the Company on January 1, 2018, and is required to be applied retrospectively to each prior reporting period presented.The Company believes the impact of the new guidance will be limited to certain changes in presentation on the statement of cash flows.In January 2017, the FASB issued new guidance which clarifies the definition of a business in order to assist companies in evaluating whethertransactions should be accounted for as acquisitions or disposals of assets or businesses. The guidance is effective for the Company as of January 1, 2018, andis required to be applied prospectively. Early adoption is permitted. The Company is currently evaluating the guidance, including the impact on itsconsolidated financial statements.In January 2017, the FASB issued new guidance to simplify the accounting for goodwill impairment by removing the second step of the existinggoodwill impairment test. As a result of the guidance, goodwill impairment, if any, will be measured during the step-one impairment test as the amount bywhich a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Additionally, the guidance does not change theoption to complete a qualitative assessment prior to performing a step-one impairment test. The guidance is effective for the Company as of January 1, 2020.Early adoption is permitted. The Company is currently evaluating the impact of the guidance, including the impact on its consolidated financial statements.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).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 9.61NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)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 results of operations related to discontinued operations for the years ended December 31,2015 and 2014. Year Ended December 31, 2015(b)(c) 2014(b)Total revenues $65,293 $151,128Total cost of operations (a) 17,498 43,860Depreciation, amortization, and accretion 10,168 27,283Total other expenses 10,481 26,921Pre-tax income from discontinued operations 27,146 53,064Benefit (provision) from income taxes (7,456) (604)Net income (loss) from discontinued operations(d) $19,690 $52,460 (a)Exclusive of depreciation, amortization, and accretion shown separately.(b)No interest expense has been allocated to discontinued operations.(c)CCAL results are through May 28, 2015, which was the closing date of the Company's sale of CCAL.(d)Exclusive of the gain (loss) from disposal of discontinued operations, net of tax, as presented on the consolidated statement of operations.The Company recorded a gain on the sale of CCAL during the year ended December 31, 2015, 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).4.Acquisitions2014 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.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.62NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)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 route miles of fiber in major metropolitan markets across the U.S., including Los Angeles, Philadelphia, Chicago, Atlanta, Silicon Valley, andnorthern New Jersey. Approximately 60% of Sunesys' fiber route 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 final purchase price allocation for the Sunesys Acquisition is shown below.Final Purchase Price Allocation Current assets$15,306Property and equipment444,394Goodwill (a)331,775Other intangible assets, net254,079Current liabilities(20,233)Other non-current liabilities(37,356)Net assets acquired (b)$987,965 (a)The final purchase price allocation for the Sunesys Acquisition resulted in the recognition of goodwill based on the Company's expectation to leverage the Sunesys fiber footprintto support new small cell networks. The Sunesys fiber is complementary to the Company's existing fiber assets and is located where the Company expects to see wireless carriernetwork 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 years ended December 31, 2016, and December 31, 2015, the SunesysAcquisition contributed consolidated net revenues of $112.6 million and $41.4 million, respectively.2016 TDC AcquisitionIn April 2016, the Company acquired Tower Development Corporation ("TDC"), a portfolio of approximately 330 towers, for approximately $461million in cash ("TDC Acquisition"). The Company funded the acquisition with cash on hand, cash from borrowings under the Company's senior unsecuredcredit facility ("2016 Revolver"), and cash from equity issuances under the ATM Program (see note 12). As of December 31, 2016, the preliminary purchaseprice allocation was primarily comprised of customer relationships of approximately $140 million, property and equipment of approximately $107 million,and goodwill of approximately $211 million. The preliminary purchase price allocation, including the valuation of fixed assets and intangible assets, isbased upon a preliminary valuation, which is subject to change as the Company obtains additional information.See note 19 for discussion of the FiberNet Acquisition (as defined therein).5.Property and EquipmentThe major classes of property and equipment are as follows: Estimated Useful Lives December 31, 2016 2015 (b)Land(a)— $1,747,335 $1,617,919Buildings40 years 110,641 86,760Towers and small cells1-20 years 13,825,394 12,993,115Information technology assets and other2-7 years 278,489 239,332Construction in process— 456,675 441,806Total gross property and equipment 16,418,534 15,378,932Less: accumulated depreciation (6,613,219) (5,798,875)Total property and equipment, net $9,805,315 $9,580,057 (a)Includes land owned in fee and perpetual easements.(b)The above table reflects a revision from the Company’s 2015 Annual Report on Form 10-K relating to the classification of certain construction in process projects. In connectionwith this revision, the Company reclassified $137.0 million from construction in process to towers and small cells.63NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)Depreciation expense for the years ended December 31, 2016, 2015 and 2014 was $832.7 million, $774.9 million and $733.6 million, respectively.Capital leases and associated leasehold improvements related to gross property and equipment, and accumulated depreciation was $4.4 billion and $1.4billion, respectively, as of December 31, 2016. 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, 2016 and December 31, 2015 were as follows: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$5,513,551Additions due to TDC Acquisition (b)210,905Additions due to other acquisitions28,486Adjustments to purchase price allocations and other, net4,734Balance as of December 31, 2016$5,757,676 (a)The purchase price allocation for the Sunesys Acquisition resulted in the recognition of goodwill based on the Company's expectation to leverage the Sunesys fiber footprint 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.(b)The preliminary purchase price allocation for the TDC Acquisition resulted in the recognition of goodwill in the towers segment because of the anticipated growth opportunity inthe acquired tower portfolio. 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, 2016 As of December 31, 2015 Gross CarryingValue AccumulatedAmortization Net Book Value Gross CarryingValue AccumulatedAmortization Net Book ValueSite rental contracts and customerrelationships$5,146,301 $(1,847,523) $3,298,778 $5,009,241 $(1,588,061) $3,421,180Other intangible assets497,091 (145,797) 351,294 482,142 (123,407) 358,735Total$5,643,392 $(1,993,320) $3,650,072 $5,491,383 $(1,711,468) $3,779,915Amortization 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,Classification2016 2015 2014Depreciation, amortization and accretion$264,656 $251,443 $242,967Site rental costs of operations19,367 20,420 22,105Total amortization expense$284,023 $271,863 $265,07264NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)The 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, 2017 to 2021 is as follows: Years Ending December 31, 20172018201920202021Estimated annual amortization$285,556 $285,109 $284,615 $284,219 $283,5347.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, 2016 2015Deferred rental revenues $983,263 $864,269Deferred ground lease payable 517,281 467,411Above market leases for land interests, net 224,126 242,893Deferred credits, net 207,992 239,527Asset retirement obligation (see note 14) 146,100 132,110Deferred income tax liabilities 8,075 2,059Other long-term liabilities 392 367 $2,087,229 $1,948,636For the years ended December 31, 2016, 2015, and 2014, the Company recorded $21.0 million, $22.5 million, and $24.2 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, 2017 to 2021 is as follows: Years Ending December 31, 2017 2018 2019 2020 2021Above-market leases for land interests$19,695 $18,995 $18,272 $17,301 $16,132For the years ended December 31, 2016, 2015, and 2014 the Company recognized $33.6 million, $32.8 million, and $29.5 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, 2017 to 2021 are as follows: Years Ending December 31, 20172018201920202021Below-market tenant leases$31,433 $28,221 $25,314 $23,685 $21,405Other accrued liabilitiesOther accrued liabilities included accrued payroll and other accrued compensation of $100.9 million and $78.7 million, respectively, as of December31, 2016 and 2015.8.Debt and Other ObligationsSee note 19 for a discussion of the Company's 2017 financing activities, including: (1) the issuance of the 2017 February Senior Notes and theutilization of such proceeds and (2) the completion of the amendment to the senior unsecured credit facility("2016 Credit Facility") and utilization of theproceeds therefrom.65NOTES 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, 2016. OriginalIssue Date ContractualMaturityDate Outstanding Balance as of December 31, StatedInterest Rateas ofDecember 31, 2016 2015 2016(a) Bank debt – variable rate: 2016 RevolverJan. 2016 Jan. 2021 $—(b) $— N/A(c) 2016 Term Loan AJan. 2016 Jan. 2021 1,954,173 — 1.9%(c) 2012 RevolverJan. 2012 Jan. 2019— 1,125,000 2.2% Tranche A Term LoansJan. 2012 Jan. 2019— 627,846 2.2% Tranche B Term LoansJan. 2012 Jan. 2021 — 2,219,602 3.0% Total bank debt 1,954,173 3,972,448 Securitized debt – fixed rate: Secured Notes, Series 2009-1, Class A-1Jul. 2009 Aug. 2019(d) 51,416 70,219 6.3% Secured Notes, Series 2009-1, Class A-2Jul. 2009 Aug. 2029(d) 68,737 68,658 9.0% Tower Revenue Notes, Series 2010-2Jan. 2010 Jan. 2037 — 349,171 N/A Tower Revenue Notes, Series 2010-3Jan. 2010 Jan. 2040(e)(f) 1,244,237 1,242,368 6.1% Tower Revenue Notes, Series 2010-5Aug. 2010 Aug. 2037 — 298,774 N/A Tower Revenue Notes, Series 2010-6Aug. 2010 Aug. 2040(e)(f) 993,557 991,749 4.9% Tower Revenue Notes, Series 2015-1May 2015 May 2042(e)(f) 296,573 295,937 3.2% Tower Revenue Notes, Series 2015-2May 2015 May 2045(e)(f) 691,285 690,247 3.7% Total securitized debt 3,345,805 4,007,123 Bonds – fixed rate: 5.250% Senior NotesOct. 2012 Jan. 2023 1,637,099 1,634,989 5.3% 2.381% Secured NotesDec. 2012 Dec. 2017 — 497,160 N/A 3.849% Secured NotesDec. 2012 Apr. 2023 991,279 989,895 3.8% 4.875% Senior NotesApr. 2014 Apr. 2022 840,322 838,579 4.9% 3.400% Senior NotesFeb./May 2016 Feb. 2021 849,698 — 3.4% 4.450% Senior NotesFeb. 2016 Feb. 2026 890,118 — 4.5% 3.700% Senior NotesMay 2016 June 2026 741,908 — 3.7% 2.250% Senior NotesSept. 2016 Sept. 2021 693,893 — 2.3% Total bonds 6,644,317 3,960,623 Other: Capital leases and other obligationsVarious Various(g) 226,847 209,765 Various Total debt and other obligations 12,171,142 12,149,959 Less: current maturities and short-term debt and othercurrent obligations 101,749 106,219 Non-current portion of long-term debt and other long-term obligations $12,069,393 $12,043,740 (a)Represents the weighted-average stated interest rate.(b)As of December 31, 2016, the undrawn availability under the 2016 Revolver was $2.5 billion.(c)The 2016 Revolver and senior unsecured term loan A ("2016 Term Loan A") bear interest at a rate per annum equal to LIBOR plus a credit spread ranging from 1.125% to2.000%, based on the Company's senior unsecured debt rating. The Company pays a commitment fee of approximately 0.200% per annum on the undrawn available amountunder the 2016 Revolver.(d)The Secured Notes, Series 2009-1, Class A-1 and Secured Notes, Series 2009-1, Class A-2 are collectively referred to herein as "2009 Securitized Notes."(e)The Tower Revenue Notes, Series 2010-3 ("January 2010 Tower Revenue Notes"), Tower Revenue Notes, Series 2010-6 ("August 2010 Tower Revenue Notes") and TowerRevenue Notes, Series 2015-1 and 2015-2 ("May 2015 Tower Revenue Notes") are collectively referred to herein as "Tower Revenue Notes."(f)If the respective series of Tower Revenue Notes are not paid in full on or prior to an applicable anticipated repayment date, then Excess Cash Flow (as defined in the indenture) ofthe issuers of such notes will be used to repay principal of the applicable series and class of the Tower Revenue Notes, and additional interest (of an additional approximately5% per annum) will accrue on the respective Tower Revenue Notes. The Tower Revenue Notes have principal amounts of $2.3 billion, $300.0 million and $700.0 million, withanticipated repayment dates in 2020, 2022 and 2025, respectively.66NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)(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.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.Bank DebtIn January 2016, the Company completed the 2016 Credit Facility, which was originally comprised of (1) a $2.5 billion 2016 Revolver maturing inJanuary 2021, (2) a $2.0 billion 2016 Term Loan A maturing in January 2021 and (3) $1.0 billion Senior Unsecured 364-Day Revolving Credit Facility("364-Day Facility") maturing in January 2017. The Company used the net proceeds from the 2016 Credit Facility (1) to repay the previously outstanding2012 Credit Facility and (2) for general corporate purposes. In February 2016, the Company used a portion of the net proceeds from the February 2016 SeniorNotes (as defined below) offering to repay in full all outstanding borrowings under the previously outstanding 364-Day Facility.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 and 2006 Tower Revenue Notes not previously purchased. In April 2014, the Company utilized a portion of the net proceedsfrom the 4.875% Senior Notes (as defined below) offering to repay $300.0 million of the January 2010 Tower Revenue Notes with an anticipated repaymentdate of January 2015.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 31,2016, the Securitized Debt was collateralized with personal property and equipment with an aggregate net book value of approximately $1.2 billion,exclusive of Crown Atlantic and Crown GT personal property and equipment.The excess cash flows from the issuers of the Securitized Debt, after the payment of principal, interest, reserves, expenses, and management fees aredistributed to the Company in accordance with the terms of the indentures. If the Debt Service Coverage Ratio ("DSCR") (as defined in the applicablegoverning loan agreement) as of the end of any calendar quarter falls to a certain level, then all excess cash flow of the issuers of the applicable debtinstrument will be deposited into a reserve account instead of being released to the Company. The funds in the reserve account will not be released to theCompany until the DSCR exceeds a certain level for two consecutive calendar quarters. If the DSCR falls below a certain level as of the end of any calendarquarter, then all cash on deposit in the reserve account along with future excess cash flows of the issuers will be applied to prepay the debt with applicableprepayment consideration.The Company may repay the 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 prepayment67NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)consideration. The Securitized Debt has covenants and restrictions customary for rated securitizations, including provisions prohibiting the issuers fromincurring additional indebtedness or further encumbering their assets.Bonds—Senior Notes.In February 2016, the Company issued $1.5 billion aggregate principal amount of senior unsecured notes ("February 2016 Senior Notes"), which consistof (1) $600.0 million aggregate principal amount of 3.400% senior notes with a final maturity date of February 2021 and (2) $900.0 million aggregateprincipal amount of 4.450% senior notes with a final maturity date of February 2026. The Company used net proceeds from the February 2016 Senior Notesoffering, together with cash on hand, to (1) repay in full all outstanding borrowings under the previously outstanding 364-Day Facility and (2) repay $500.0million of outstanding borrowings under the 2016 Revolver.In May 2016, the Company issued $1.0 billion aggregate principal amount of senior unsecured notes ("May 2016 Senior Notes"), which consist of (1)$250.0 million aggregate principal amount of additional 3.400% senior notes that were issued pursuant to the same indenture as the 3.400% senior notesissued in the February 2016 Senior Notes offering with a final maturity date of February 2021 and (2) $750.0 million aggregate principal amount of 3.700%senior notes with a final maturity date of June 2026. The Company used net proceeds from the May 2016 Senior Notes offering to repay in full the TowerRevenue Notes, Series 2010-2 and Series 2010-5, each issued by certain of its subsidiaries, and to repay a portion of the outstanding borrowings under the2016 Revolver.In September 2016, the Company issued $700.0 million aggregate principal amount of 2.250% senior unsecured notes ("September 2016 Senior Notes")with a final maturity date of September 2021. The Company used net proceeds from the September 2016 Senior Notes offering to (1) repay in full the 2.381%Secured Notes (as defined below) issued by certain of its subsidiaries and (2) repay a portion of the outstanding borrowings under the 2016 Revolver.In April 2014, CCIC issued $850.0 million of senior unsecured notes due in April 2022 ("4.875% Senior Notes"). The net proceeds from the offeringwere approximately $839 million, after the deduction of associated fees. The Company utilized the net proceeds from the 4.875% Senior Notes offering (1) torepay $300.0 million of the January 2010 Tower Revenue Notes with an anticipated repayment date of January 2015 and (2) to redeem all of the previouslyoutstanding 7.125% Senior Notes.The 5.250% senior unsecured notes due 2023 ("5.250% Senior Notes") are general obligations of CCIC, which rank equally with all existing and futuresenior debt of CCIC. The Senior Notes are effectively subordinated to all liabilities (including trade payables) of each subsidiary of CCIC and rank pari passuwith the other respective high yield bonds of CCIC. The Company used the net proceeds from the 5.250% Senior Notes offering to partially fund the T-Mobile Acquisition.The February 2016 Senior Notes, May 2016 Senior Notes, September 2016 Senior Notes, 4.875% Senior Notes and 5.250% Senior Notes (collectively,"Senior Notes") are senior unsecured obligations of the Company and rank equally with all of the Company's existing and future senior unsecuredindebtedness, including obligations under the 2016 Credit Facility, and senior to all of the Company's future subordinated indebtedness. The Senior Notesare structurally subordinated to all existing and future liabilities and obligations of the Company's subsidiaries. The Company's subsidiaries are notguarantors of the Senior Notes.CCIC may redeem any of the Senior Notes in whole or in part at any time at a price equal to 100% of the principal amount to be redeemed, plus a makewhole premium, and accrued and unpaid interest if any.Bonds—Secured Notes. The 2012 Secured Notes originally consisted of $500 million aggregate principal amount of 2.381% secured notes due 2017("2.381% Secured Notes") and $1.0 billion aggregate principal amount of 3.849% secured notes due 2023. The 2012 Secured Notes were issued and areguaranteed by the same subsidiaries of CCIC that had previously issued and guaranteed the 7.75% Secured Notes. The 2012 Secured Notes are secured by apledge of the equity interests of such subsidiaries. The 2012 Secured Notes are not guaranteed by and are not obligations of CCIC or any of its subsidiariesother than the issuers and guarantors of the 2012 Secured Notes. The 2012 Secured Notes will be paid solely from the cash flows generated from operations ofthe towers held directly and indirectly by the issuers and the guarantors of such notes. The Company used the net proceeds from the issuance of the 2012Secured Notes to repurchase and redeem the previously outstanding 7.75% Secured Notes and a portion of the previously outstanding 9% Senior Notes. The2012 Secured Notes may be redeemed at any time at a price equal to 100% of the principal amount, plus a make whole premium, and accrued and unpaidinterest, 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, (2) the May 2015 repayment of $250.0 million of the August 2010 Tower Revenue Notes with an anticipatedrepayment date of August 2015, (3) the repayment of all of the previously outstanding68NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)WCP Securitized Notes and (4) the May 2016 repayment of $350 million and $300 million of the January 2010 Tower Revenue Notes and August 2010Tower Revenue Notes with anticipated repayment dates of January 2017 and August 2017, respectively.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 September 2016, the Company repaid $500 million aggregate principal amount of the 2.381% Secured Notes issued bycertain of its subsidiaries. The Company utilized a portion of the net proceeds from the September 2016 Senior Notes offering to repay the previouslyoutstanding 2.381% Secured Notes.Contractual MaturitiesThe following are the scheduled contractual maturities of the total debt or other long-term obligations outstanding at December 31, 2016. 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, 2017 2018 2019 2020 2021 Thereafter Total CashObligations UnamortizedAdjustments, Net Total Debt andOther ObligationsOutstandingScheduledcontractualmaturities$101,749 $135,908 $139,444 $203,054 $3,125,189 $8,556,333 $12,261,677 $(90,535) $12,171,142Debt Purchases and RedemptionsThe following is a summary of the purchases and redemptions of debt during the years ended December 31, 2016, 2015, and 2014. Year Ending December 31, 2016 Principal Amount Cash Paid(a) Gains (losses)(b)2012 Revolver— — (1,930)Tranche A Term Loans629,375 629,375 (1,498)Tranche B Term Loans2,247,015 2,247,015 (27,122)Tower Revenue Notes, Series 2010-2350,000 352,796 (3,338)Tower Revenue Notes, Series 2010-5300,000 307,176 (8,129)2.381% Secured Notes500,000 508,472 (10,274)Total$4,026,390 $4,044,834 $(52,291) (a)Exclusive of accrued interest.(b)Inclusive of $33.8 million related to the write off of deferred financing costs. Year Ending December 31, 2015 Principal Amount Cash Paid(a) Gains (losses)(b)August 2010 Tower Revenue 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.69NOTES 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.9.SwapsForeign Currency SwapsDuring May 2015, the Company entered into two previously outstanding foreign currency swaps to manage and reduce its foreign currency risk relatedto its sale of CCAL (see note 3). The Company does not enter into foreign currency swaps for speculative or trading purposes. The foreign currency swapswere originally comprised of the following:Item Swapped NotionalAmount Forward Rate Start Date End Date Pay Amount ReceiveAmount Fair Value atDecember 31, 2016 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 N/A(b) (a)In conjunction with closing the CCAL sale on May 28, 2015, the Company cash settled the swap with a notional value of Australian dollar $1.4 billion and recorded a gain 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.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, 2016 December 31, 2015 CarryingAmount FairValue CarryingAmount FairValueAssets: Cash and cash equivalents1 $567,599 $567,599 $178,810 $178,810Restricted cash1 129,547 129,547 135,731 135,731Foreign currency swaps2 — — 10,479 10,479Liabilities: Debt and other obligations2 $12,171,142 $12,660,013 $12,149,959 $12,555,14370NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)11.Income TaxesIncome (loss) from continuing operations before income taxes by geographic area is as follows: Years Ended December 31, 2016 2015 2014Domestic$349,041 $461,293 $341,070Foreign(a)24,813 12,536 (6,000) $373,854 $473,829 $335,070 (a)Inclusive of income (loss) before income taxes from Puerto Rico.The benefit (provision) for income taxes consists of the following: Years Ended December 31, 201620152014Current: Federal$(227) $495 $213Foreign(6,820) (5,675) (6,413)State(1,231) (3,981) (4,415)Total current(8,278) (9,161) (10,615)Deferred: Federal(7,968) 44,716 23,070Foreign(601) (1,048) (819)State(34) 16,950 (392)Total deferred(8,603) 60,618 21,859Total tax benefit (provision)$(16,881) $51,457 $11,244A reconciliation between the benefit (provision) for income taxes and the amount computed by applying the federal statutory income tax rate to theincome (loss) before income taxes is as follows: Years Ended December 31, 20162015 2014Benefit (provision) for income taxes at statutory rate$(130,849) $(165,840) $(117,274)Tax effect of foreign income (losses)1,215 (527) (4,296)Tax adjustment related to REIT operations121,092 186,649 132,951Tax adjustment related to the inclusion of small cells in the REIT(a)— 33,759 —Expenses for which no federal tax benefit was recognized(43) (414) (463)Valuation allowances(21) 3,000 9,000State tax (provision) benefit, net of federal(1,085) 1,210 (3,136)Foreign tax(7,421) (6,723) (7,232)Other231 343 1,694 $(16,881) $51,457 $11,244 (a)During the fourth quarter of 2015, the Company de-recognized the net deferred tax liabilities related to the Company's small cells previously included in one or more TRSs inconjunction with the inclusion of small cells in the REIT in January 2016.71NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)The components of the net deferred income tax assets and liabilities are as follows: December 31, 2016 2015Deferred income tax liabilities: Property and equipment$3,945 $334Deferred site rental receivable6,192 5,742Intangible assets— —Total deferred income tax liabilities10,1376,076Deferred income tax assets: Intangible assets22,377 40,654Net operating loss carryforwards21,143 7,891Deferred ground lease payable1,646 1,312Accrued liabilities5,511 4,183Receivables allowance383 196Other1,726 1,252Valuation allowances(6,627) (1,994)Total deferred income tax assets, net46,159 53,494Net deferred income tax asset (liabilities)$36,022 $47,418The Company operates as a REIT for U.S. federal income tax purposes. During the fourth quarter of 2015, the Company completed the necessary stepsto include its small cells that were previously included in one or more TRSs in the REIT. As a result, during the fourth quarter of 2015, the Company de-recognized the net deferred tax liabilities in conjunction with the inclusion of small cells in the REIT, which resulted in a net non-cash income tax benefit of$33.8 million. Effective January 4, 2016, the Company's small cells that were previously included in one or more TRSs are included in the REIT.The components of the net deferred income tax assets (liabilities) are as follows: December 31, 2016 December 31, 2015ClassificationGross ValuationAllowance Net Gross ValuationAllowance NetFederal$42,948 $(21) $42,927 $48,273 $— $48,273State1,170 — 1,170 1,203 — 1,203Foreign(1,469) (6,606) (8,075) (64) (1,994) (2,058)Total$42,649 $(6,627) $36,022 $49,412 $(1,994) $47,418At December 31, 2016, 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 approximately $237 million of losses related to stock-based compensation. The Company also hasforeign NOLs of $54.1 million. If not utilized, the Company's U.S. federal NOLs expire starting in 2024 and ending in 2036, the state NOLs expire starting in2017 and ending in 2036, and the foreign NOLs expire starting in 2017 and ending in 2024. The utilization of the NOLs is subject to certain limitations. TheCompany's U.S. federal and state income tax returns generally remain open to examination by taxing authorities until three years after the applicable NOLshave been used or expired. The remaining valuation allowance relates to certain foreign net deferred tax assets (primarily NOLs).As of December 31, 2016, the total amount of unrecognized tax benefits that would impact the effective tax rate, if recognized, was $3.1 million. Theaggregate changes in the balance of unrecognized tax benefits are as follows: Years Ended December 31, 2016 2015Balance at beginning of year$6,770 $8,333Additions based on prior year tax positions116 212Reductions as a result of the lapse of statute limitations(3,806) (1,775)Balance at end of year$3,080 $6,77072NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)From 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, 2016, the Company's deferred tax assets are included in "long-term prepaid rent and other assets, net" and the Company's deferredtax liabilities are included in "other long-term liabilities" on the Company's consolidated balance sheet. See note 2 for a discussion of recently adoptedguidance on the presentation of deferred tax assets and deferred tax liabilities.12.Equity"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 cumulative gross sales price of up to $500.0 million to or through sales agents. Sales, if any, underthe ATM Program may be made by means of ordinary brokers' transactions on the New York Stock Exchange or otherwise at market prices prevailing at thetime of sale, at prices related to prevailing market prices or, subject to specific instructions of the Company, at negotiated prices. The Company intends to usethe net proceeds from any sales under the ATM Program for general corporate purposes, which may include the funding of future acquisitions or investmentsand the repayment or repurchase of any outstanding indebtedness. During the year ended December 31, 2016, 3.8 million shares of common stock were soldunder the ATM Program, generating net proceeds of $323.8 million after giving effect to sales agent commissions of $3.3 million. The net proceeds from thesales under the ATM Program were used, in part, to fund the TDC Acquisition.Convertible Preferred Stock ConversionIn October and November 2016, all of the approximately 9.8 million shares of the Company's previously outstanding Convertible Preferred Stockconverted to approximately 11.6 million shares of the Company's common stock at a conversion rate (based on the applicable market value of the commonstock and subject to certain anti-dilutive adjustments) of 1.1880 common shares per each share of Convertible Preferred Stock.November 2016 Equity FinancingIn November 2016, the Company completed an equity offering of approximately 11.4 million shares of common stock, which generated net proceeds ofapproximately $1.0 billion ("November 2016 Equity Financing"). The Company utilized proceeds from such offering to partially fund the FiberNetAcquisition (as defined in note 19) in January 2017 (see note 19).Declaration and Payment of DividendsDuring the year ended December 31, 2016, the following dividends were declared or paid:Equity Type Declaration Date Record Date Payment Date Dividends PerShare AggregatePaymentAmount(In millions) Common Stock February 18, 2016 March 18, 2016 March 31, 2016 $0.885 $300.0(a) Common Stock May 20, 2016 June 17, 2016 June 30, 2016 $0.885 $300.8(a) Common Stock August 2, 2016 September 16, 2016 September 30, 2016 $0.885 $300.3(a) Common Stock October 18, 2016 December 16, 2016 December 30, 2016 $0.95 $344.5(a) Convertible Preferred Stock December 16, 2015 January 16, 2016 February 1, 2016 $1.125 $11.0 Convertible Preferred Stock March 22, 2016 April 15, 2016 May 2, 2016 $1.125 $11.0 Convertible Preferred Stock June 28, 2016 July 15, 2016 August 1, 2016 $1.125 $11.0 Convertible Preferred Stock September 17, 2016 October 15, 2016 November 1, 2016 $1.125 $11.0 (a)Inclusive of dividends accrued for holders of unvested RSUs and payments of previously accrued dividends for holders of RSUs that have vested during the year endedDecember 31, 2016.73NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)See note 19 for further discussion of common stock dividends.Tax Treatment of DividendsThe following table summarizes, for income tax purposes, the nature of dividends paid during 2016 on the Company's common stock and ConvertiblePreferred Stock.Equity Type Payment Date DividendsPer Share OrdinaryTaxableDividend PerShare QualifiedTaxableDividend PerShare (a) Long-TermCapital GainDistribution PerShare Non-TaxableDistribution (pershare)Common Stock March 31, 2016 $0.885 $0.725 $0.019 $0.076 $0.084Common Stock June 30, 2016 $0.885 $0.725 $0.019 $0.076 $0.084Common Stock September 30, 2016 $0.885 $0.725 $0.019 $0.076 $0.084Common Stock December 30, 2016 $0.950 $0.779 $0.021 $0.081 $0.090Convertible Preferred Stock February 1, 2016 $1.125 $1.029 $0.025 $0.096 $—Convertible Preferred Stock May 2, 2016 $1.125 $1.029 $0.025 $0.096 $—Convertible Preferred Stock August 1, 2016 $1.125 $1.029 $0.025 $0.096 $—Convertible Preferred Stock November 1, 2016 $1.125 $1.029 $0.025 $0.096 $— (a)Qualified taxable dividend amounts are included in ordinary taxable dividend amounts.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 none of the distributions to the Company's shareholders for the tax year ended December 31, 2016 consists of analternative minimum tax adjustment.Purchases of the Company's Common StockFor the years ended December 31, 2016, 2015, and 2014, the Company purchased 0.3 million, 0.3 million, and 0.3 million shares of common stock,respectively, utilizing $24.9 million, $29.7 million, and $21.8 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, 2016, the Company has 12.0 million shares available for futureissuance pursuant to its 2013 Long-Term Incentive Plan ("LTI Plan"). Of these shares remaining available for future issuance, approximately 2.7 million maybe issued pursuant to outstanding RSUs granted under the LTI Plan.Restricted Stock Awards and Restricted Stock UnitsDuring the year ended December 31, 2014, in conjunction with the adoption of the LTI Plan, the Company began issuing RSUs to certain executivesand employees; each RSU represents a contingent right to receive one share of common stock subject to satisfaction of the applicable vesting terms. TheRSAs and RSUs granted to certain executives and employees include (1) annual performance awards that often include provisions for forfeiture by theemployee if certain market performance of the Company's common stock is not achieved, (2) new hire or promotional awards that generally contain onlyservice conditions, or (3) other awards related to specific business initiatives or compensation objectives including retention and merger integration.Generally, such awards vest over periods of approximately three years.74NOTES 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, 2016. RSAs RSUs (In thousands) (In thousands)Outstanding at the beginning of year663 1,777Granted— 1,285Vested(500) (328)Forfeited(163) (57)Outstanding at end of year— 2,677The Company granted approximately 1.3 million RSUs to the Company's executives and certain other employees for the year ended December 31,2016. The Company granted approximately 1.0 million shares of RSUs to the Company's executives and certain other employees for each of the years endedDecember 31, 2015 and 2014. The weighted-average grant-date fair value per share of the grants for the years ended December 31, 2016, 2015, and 2014 was$68.53, $69.96, and $57.78 per share, respectively. The weighted-average requisite service period for the RSUs granted during 2016 was approximately 2.5years.The approximately 1.3 million RSUs granted during the year ended December 31, 2016, were comprised of (1) approximately 0.6 million RSUs thattime vest over a three-year period, and (2) approximately 0.7 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, 2016, 2015, and 2014, respectively, with market conditions. Years Ended December 31, 2016 2015 2014Risk-free rate0.9% 1.0% 0.7%Expected volatility19% 19% 22%Expected dividend rate4.24% 4.21% 1.93%The Company recognized aggregate stock-based compensation expense related to RSAs and RSUs of $76.3 million, $57.1 million, and $45.8 millionfor the years ended December 31, 2016, 2015, and 2014, respectively. The aggregate unrecognized compensation (net of estimated forfeitures) related toRSAs and RSUs at December 31, 2016 is $62.5 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, 2016.Years Ended December 31, Total SharesVested Fair Value onVesting Date (In thousandsof shares) 2016 828 $71,3252015 946 83,2442014 842 62,68675NOTES 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, 2016 2015 2014Stock-based compensation expense: Site rental costs of operations$14,371 $8,969 $6,565Network services and other costs of operations7,717 5,370 4,889General and administrative expenses74,450 52,809 44,977Total stock-based compensation$96,538 $67,148 $56,43114.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 53% of its towers at the end of their respectivelease terms. The Company has no obligation to exercise such purchase options.Asset Retirement ObligationsPursuant to its ground lease and easement agreements, the Company has the obligation to perform certain asset retirement activities, includingrequirements upon lease or easement termination to remove wireless infrastructure or remediate the land upon which its wireless infrastructure resides.Accretion expense related to liabilities for retirement obligations amounted to $11.3 million, $9.9 million, and $9.2 million for the years ended December 31,2016, 2015, and 2014, respectively. As of December 31, 2016 and 2015, liabilities for retirement obligations were $146.1 million and $132.1 million,respectively, representing the net present value of the estimated expected future cash outlay. As of December 31, 2016, the estimated undiscounted futurecash outlay for asset retirement obligations was approximately $1.2 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, 2016. 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, 2016, 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, 20172018201920202021 Thereafter TotalTenant leases$2,990,915 $2,921,032 $2,829,987 $2,642,677 $2,530,603 $5,249,189 $19,164,403Operating 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, 2016. The Company is obligated under non-cancelable operating leases for land interests under 77% 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 towers site rental gross margins forthe year ended December 31, 2016 are derived from towers where the land interest under the tower is owned or leased with final expiration dates of greaterthan 20 years and ten years, respectively, inclusive of renewals at the Company's option. The operating lease payments included in the table below includepayments for certain renewal periods at the Company's option up to the estimated wireless infrastructure useful life of 20 years and an estimate of contingentpayments based on revenues and gross margins derived from existing tenant leases. Years Ending December 31, 2017 2018 2019 2020 2021 Thereafter TotalOperating leases$573,708 $577,578 $581,588 $579,193 $579,585 $7,741,651 $10,633,303Rental expense from operating leases was $677.9 million, $657.1 million, and $645.3 million, respectively, for the years ended December 31, 2016,2015, and 2014. 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 $96.9 million, $91.8 million, and $88.3 million, respectively, for the years ended December 31, 2016, 2015, and 2014.16.Operating Segments and Concentrations of Credit RiskOperating SegmentsDuring the first quarter of 2016, the Company changed its operating segments to consist of (1) towers and (2) small cells. This change was a result ofgrowth in small cells from a combination of organic growth, capital expenditures, and acquisitions, as well as the continued progression of the integration ofSunesys, which led to changes in how the Company's chief operating decision maker ("CODM") reviews financial information.The Company's operating segment change aligns with how the CODM views and evaluates the Company's operations, including how the CODMallocates capital and assesses segment performance. The Company has recast its prior period presentation to conform to its current reporting presentation.The towers segment provides access, including space or capacity, to the Company's approximately 40,000 towers geographically dispersed throughoutthe U.S. The tower segment also reflects certain network services relating to the Company's towers, consisting of site development services and installationservices. The small cells segment provides access, including space or capacity, to the Company's approximately 17,000 route miles of fiber primarilysupporting small cell networks. To a lesser extent, the small cells segment also offers fiber based solutions.The measurement of profit or loss used by the CODM to evaluate the results of operations of its operating segments are (1) segment site rental grossmargin, (2) segment network services and other gross margin, and (3) segment operating profit. The Company defines segment site rental gross margin assegment site rental revenues less segment site rental cost of operations, which excludes stock-based compensation expense and prepaid lease purchase priceadjustments recorded in consolidated cost of operations. The Company defines segment network services and other gross margin as segment network servicesand other revenues less segment network services and other cost of operations, which excludes stock-based compensation expense recorded in consolidatedcost of operations. The Company defines segment operating profit as segment site rental gross margin plus segment network services and other gross margin,less general and administrative expenses attributable to the respective segment.Costs that are directly attributable to towers and small cells are assigned to those respective segments. The "Other" column (1) represents amountsexcluded from specific segments, such as restructuring charges (credits), asset write-down charges, acquisition and integration costs, depreciation,amortization and accretion, amortization of prepaid lease purchase price adjustments, interest expense and amortization of deferred financing costs, gains(losses) on retirement of long-term obligations, net gain (loss) on interest rate swaps, gains (losses) on foreign currency swaps, impairment of available-for-sale securities, interest income, other income (expense), cumulative effect of a change in accounting principle, income (loss) from discontinued operations,and stock-based compensation expense, and (2) reconciles segment operating profit to income (loss) before income taxes, as the amounts are not utilized inassessing each segment’s performance. The "Other" total assets balance includes corporate assets such as cash and cash equivalents which have not beenallocated to specific segments. There are no significant revenues resulting from transactions between the Company's operating segments.76NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) Year Ending December 31, 2016 Towers Small Cells Other ConsolidatedTotalSegment site rental revenues$2,830,708$402,599 $3,233,307Segment network services and other revenues603,68984,229 687,918Segment revenues3,434,397 486,828 3,921,225Segment site rental cost of operations840,209147,459 987,668Segment network services and other cost of operations344,59564,859 409,454Segment cost of operations (a)1,184,804 212,318 1,397,122Segment site rental gross margin1,990,499 255,140 2,245,639Segment network services and other gross margin259,094 19,370 278,464Segment general and administrative expenses (a)92,90360,676143,001 296,580Segment operating profit2,156,690 213,834 (143,001) 2,227,523Stock-based compensation expense 96,538 96,538Depreciation, amortization and accretion 1,108,551 1,108,551Interest expense and amortization of deferred financing costs 515,032 515,032Other income (expenses) to reconcile to income (loss) from continuing operationsbefore income taxes(b) 133,548 133,548Income (loss) from continuing operations before income taxes $373,854Capital expenditures$429,526 $409,710 $34,647 $873,883Total assets (at period end)$18,394,572 $3,440,600 $839,920 $22,675,092Total goodwill (at period end)$5,114,639 $643,037 $— $5,757,676 (a)Segment cost of operations exclude (1) stock-based compensation expense of $22.1 million for the year ended December 31, 2016 and (2) prepaid lease purchase priceadjustments of $21.3 million for the year ended December 31, 2016. Segment general and administrative expenses exclude stock-based compensation expense of $74.5 millionfor the year ended December 31, 2016.(b)See consolidated statement of operations for further information. Year Ending December 31, 2015 Towers Small Cells Other ConsolidatedTotalSegment site rental revenues$2,734,045 $284,368 $3,018,413Segment network services and other revenues591,655 53,783 645,438Segment revenues3,325,700 338,151 3,663,851Segment site rental cost of operations827,175 107,195 934,370Segment network services and other cost of operations309,025 43,162 352,187Segment cost of operations (a)1,136,200 150,357 1,286,557Segment site rental gross margin1,906,870 177,173 2,084,043Segment network services and other gross margin282,630 10,621 293,251Segment general and administrative expenses (a)91,899 38,379 127,833 258,111Segment operating profit2,097,601 149,415 (127,833) 2,119,183Stock-based compensation expense 67,148 67,148Depreciation, amortization and accretion 1,036,178 1,036,178Interest expense and amortization of deferred financing costs 527,128 527,128Other income (expenses) to reconcile to income (loss) from continuing operationsbefore income taxes(b) 14,900 14,900Income (loss) from continuing operations before income taxes $473,829Capital expenditures$564,753 $314,882 $29,257 $908,892Total assets (at period end)$17,974,847 $3,511,956 $450,163 $21,936,966Total goodwill (at period end)$4,863,847 $649,704 $— $5,513,551 (a)Segment cost of operations exclude (1) stock-based compensation expense of $14.3 million for the year ended December 31, 2015 and (2) prepaid lease purchase priceadjustments of $20.5 million for the year ended December 31, 2015. Segment general and administrative expenses exclude stock-based compensation expense of $52.8 millionfor the year ended December 31, 2015.(b)See consolidated statement of operations for further information.77NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts) Year Ending December 31, 2014 Towers Small Cells Other ConsolidatedTotalSegment site rental revenues$2,677,932 $188,681 $2,866,613Segment network services and other revenues631,787 40,356 672,143Segment revenues3,309,719 229,037 3,538,756Segment site rental cost of operations814,332 65,282 879,614Segment network services and other cost of operations359,901 35,663 395,564Segment cost of operations (a)1,174,233 100,945 1,275,178Segment site rental gross margin1,863,600 123,399 1,986,999Segment network services and other gross margin271,886 4,693 276,579Segment general and administrative expenses (a)78,523 25,869 107,929 212,321Segment operating profit2,056,963 102,223 (107,929) 2,051,257Stock-based compensation expense 56,432 56,432Depreciation, amortization and accretion 985,781 985,781Interest expense and amortization of deferred financing costs 573,291 573,291Other income (expenses) to reconcile to income (loss) from continuing operationsbefore income taxes(b) 100,683 100,683Income (loss) from continuing operations before income taxes $335,070 (a)Segment cost of operations exclude (1) stock-based compensation expense of $11.5 million for the year ended December 31, 2014 and (2) prepaid lease purchase priceadjustments of $20.0 million for the year ended December 31, 2014. Segment general and administrative expenses exclude stock-based compensation expense of $44.9 millionfor the year ended December 31, 2014.(b)See consolidated statement of operations for further information.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, 20162015 2014AT&T27% 27% 26%T-Mobile23% 22% 21%Verizon Wireless22% 21% 18%Sprint16% 19% 25%Total88% 89% 90%Concentrations of Credit RiskFinancial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents, restricted cash andtrade receivables. The Company mitigates its risk with respect to cash and cash equivalents by maintaining such deposits at high credit quality financialinstitutions and monitoring the credit ratings of those institutions. The Company's restricted cash is predominately held and directed by a trustee (see note 2).The Company derives the largest portion of its revenues from customers in the wireless 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.78NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)17.Supplemental Cash Flow InformationThe following table is a summary of the supplemental cash flow information during the years ended December 31, 2016, 2015 and 2014. Years Ended December 31, 201620152014Supplemental disclosure of cash flow information: Interest paid$470,655 $489,970 $491,076Income taxes paid13,821 28,771 18,770Supplemental disclosure of non-cash investing and financing activities: Increase (decrease) in accounts payable for purchases of property and equipment17,922 (7,042) 11,407Purchase of property and equipment under capital leases and installment land purchases52,322 60,270 43,609Installment 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, 2016 and 2015 is as follows: Three Months Ended March 31 June 30 September 30 December 312016: Net revenues$934,384 $962,409 $992,016 $1,032,416Operating income (loss)211,739 231,185 244,254 262,038Gains (losses) on retirement of long-term obligations(30,550) (11,467) (10,274) —Benefit (provision) for income taxes(3,872) (3,884) (5,041) (4,084)Net income (loss) attributable to CCIC stockholders47,840 86,058 98,366 124,709Net income (loss) attributable to CCIC common stockholders, percommon share: Basic$0.11 $0.22 $0.26 $0.36Diluted$0.11 $0.22 $0.26 $0.36 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 (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 19.79NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in thousands, except per share amounts)19.Subsequent EventsFiberNet AcquisitionOn November 1, 2016, the Company announced a definitive agreement to acquire FPL FiberNet Holdings, LLC and certain other subsidiaries ofNextEra Energy, Inc. (collectively, "FiberNet") for approximately $1.5 billion in cash, subject to certain limited adjustments ("FiberNet Acquisition").FiberNet is a fiber services provider in Florida and Texas that owns or has rights to approximately 11,500 route miles of fiber installed and underconstruction, inclusive of approximately 6,000 route miles in top metro markets. On January 17, 2017, the Company closed on the FiberNet Acquisitionwhich was financed using proceeds from its November 2016 Equity Financing and borrowings under the 2016 Revolver. Upon finalization of the valuation,the Company expects that the purchase price will be predominately comprised of property and equipment, site rental contracts and customer relationships,and goodwill.February 2017 Senior NotesOn February 2, 2017 the Company issued $500 million aggregate principal amount of 4.000% senior unsecured notes with a final maturity date ofMarch 2027 ("February 2017 Senior Notes").The Company used the net proceeds from the February 2017 Senior Notes offering to repay a portion of the borrowings under the 2016 Revolver.Credit Facility AmendmentOn February 13, 2017, the Company entered into an amendment to the Credit Facility to (1) incur additional term loans in an aggregate principalamount of $500 million, and (2) extend the maturity of both the 2016 Term Loan A and the 2016 Revolver to January 21, 2022.Common Stock DividendOn February 17, 2017, the Company declared a quarterly common stock dividend of $0.95 per share, which was approved by the Company's board ofdirectors. The common stock dividend will be paid on March 31, 2017 to common stockholders of record as of March 17, 2017.80Item 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, 2016, 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 31,2016, 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, 2016. Based on theCompany's assessment, management has concluded that the Company's internal control over financial reporting was effective as of December 31, 2016 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, 2016 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.81Item 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 2017 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 2017 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 2017 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, 2016: 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— $— 11,969,790(b) Equity compensation plans not approved by security holders— — — Total— $— 11,969,790 (a)See note 13 to the consolidated financial statements for more detailed information regarding the registrant's equity compensation plans.(b)Of these shares remaining available for future issuance, 2,677,441 may be issued pursuant to outstanding RSUs granted under the LTI Plan.Item 13. Certain Relationships and Related TransactionsThe information required to be furnished pursuant to this item will be set forth in the 2017 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 2017 Proxy Statement and is incorporated herein by reference.82PART 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 45.(a)(2) Financial Statement Schedules:Schedule II—Valuation and Qualifying Accounts.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).Item 16. Form 10-K SummaryN/A83CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESSCHEDULE II—VALUATION AND QUALIFYING ACCOUNTSYEARS ENDED DECEMBER 31, 2016, 2015 AND 2014(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: 2016$9,574 $4,873 $— $(3,133) $— $11,3142015$10,037 $2,958 $— $(3,421) $— $9,5742014$7,547 $3,101 $— $(611) $— $10,037 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: 2016$1,994 $586 $— $(2,236) $— $6,283 $6,6272015$21,038 $164 $— $(3,000) $— $(16,208) $1,9942014$27,264 $1,797 $— $(9,106) $— $1,083 $21,038 (a)Inclusive of (1) the effects of acquisitions and (2) the inclusion of small cells in the REIT in January 2016.84CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIESSCHEDULE III—SCHEDULE OF REAL ESTATE AND ACCUMULATED DEPRECIATIONYEARS ENDED DECEMBER 31, 2016 AND 2015(In thousands of dollars)DescriptionEncumbrances Initial Cost toCompanyCost CapitalizedSubsequent toAcquisitionGross AmountCarried at Close ofCurrent Period AccumulatedDepreciation at Closeof Current PeriodDate ofConstructionDate AcquiredLife on WhichDepreciation in LatestIncome Statement isComputed40,153 towers(1)$7,211,677(2) (3) (3) $16,120,896(4) $(6,446,448)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, 2016, $4.6 billion of the Company's debt is secured by (1) a security interest in substantially all of the applicable issuers' assignable personal property, (2) 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).(3)The Company has omitted this information, as it would be impracticable to compile such information on a tower-by-tower basis.(4)Does not include those towers under construction. 2016 2015Gross amount at beginning$15,110,835 $13,795,914Additions during period: Acquisitions through foreclosure— —Other acquisitions (1)(2)130,139 424,919Wireless infrastructure construction and improvements709,538 713,465Purchase of land interests74,579 90,496Sustaining capital expenditures55,417 75,888Other (3)95,049 61,801Total additions1,064,722 1,366,569Deductions during period: Cost of real estate sold or disposed(54,661) (51,648)Other— —Total deductions:(54,661) (51,648)Balance at end$16,120,896 $15,110,835 (1)Inclusive of changes between the final purchase price allocation and the preliminary purchase price allocations.(2)Includes acquisitions of wireless infrastructure.(3)Predominately relates to the purchase of property and equipment under capital leases and installment land purchases. 2016 2015Gross amount of accumulated depreciation at beginning$(5,648,598) $(4,917,542)Additions during period: Depreciation(810,549) (759,332)Total additions(810,549) (759,332)Deductions during period: Amount for assets sold or disposed24,190 23,946Other(11,491) 4,330Total deductions12,699 28,276Balance at end$(6,446,448) $(5,648,598)85INDEX TO EXHIBITSItem 15 (a) (3) Exhibit Number Exhibit Description(ii)1.1 Form of Sales Agreement, dated August 28, 2015, between Crown Castle International Corp. and each of Merrill Lynch, Pierce,Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., J.P.Morgan Securities LLC, Mizuho Securities USA Inc., Mitsubishi UFJ Securities (USA), Inc., Morgan Stanley & Co. LLC, RBCCapital Markets, LLC, SMBC Nikko Securities America, Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities,LLC(cc)2.1 Agreement and Plan of Merger by and between Crown Castle International Corp. and Crown Castle REIT Inc., dated 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.and Crown Castle South Inc.(e)2.9 Agreement to Sublease dated August 1, 1999 by and among BellSouth Personal Communications, Inc., BellSouth Carolinas PCS,L.P., Crown Castle International Corp. and Crown Castle South Inc.(e)2.10 Sublease dated August 1, 1999 by and among BellSouth Personal Communications, Inc., BellSouth Carolinas PCS, L.P., 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 WirelessIncorporated(dd)3.1 Restated Certificate of Incorporation of Crown Castle International Corp. (including the Certificate of Designations of 4.50%Mandatory Convertible Preferred Stock, Series A, incorporated therein as Exhibit I)(hh)3.2 Amended and Restated By-Laws of Crown Castle International Corp., dated July 30, 2015(dd)4.1 Form of Common Stock Certificate(i)4.2 Indenture, dated as of June 1, 2005, relating to the Senior Secured Tower Revenue Notes, by and among JPMorgan Chase Bank,N.A., as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown CastlePT Inc., Crown Communication New York, Inc. and Crown Castle International Corp. de Puerto Rico, collectively as Issuers(r)4.3 Indenture Supplement, dated as of January 15, 2010, relating to the Senior Secured Tower Revenue Notes, Series 2010-3, by 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)4.4 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 Issuers86Exhibit Number Exhibit Description(bb)4.5 Indenture Supplement, dated as of June 30, 2014, by and among The Bank of New York Mellon (as successor to The Bank of NewYork as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle SouthLLC, Crown Communication LLC, Crown Castle PT Inc., Crown Communication New York, Inc., Crown Castle InternationalCorp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPALLC(q)4.6 Indenture dated July 31, 2009, relating to Senior Secured Notes, between Pinnacle Towers Acquisition Holdings LLC, GSSavings Inc., GoldenState Towers, LLC, Pinnacle Towers Acquisition LLC, Tower Ventures III, LLC and TVHT, LLC, as Issuers,Global Signal Holdings III, LLC, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee(q)4.7 Indenture Supplement dated July 31, 2009, relating to Senior Secured Notes, Series 2009-1, between Pinnacle Towers AcquisitionHoldings LLC, GS Savings Inc., GoldenState Towers, LLC, Pinnacle Towers Acquisition LLC, Tower Ventures III, LLC andTVHT, LLC, as Issuers, Global Signal Holdings III, LLC, as Guarantor, and The Bank of New York Mellon Trust Company, N.A.,as Indenture Trustee(u)4.8 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(dd)4.9 First Supplemental Indenture dated as of December 15, 2014, among Crown Castle REIT Inc., Crown Castle International Corp.and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to 5.25% Senior Notes due 2023(v)4.10 Indenture dated as of December 24, 2012, by and among CC Holdings GS V LLC, Crown Castle GS III Corp., each of theguarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 3.849% SeniorSecured Notes due 2023(aa)4.11 Base Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon TrustCompany, N.A., as trustee(aa)4.12 First Supplemental Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York MellonTrust Company, N.A., as trustee, relating to 4.875% Senior Notes due 2022(dd)4.13 Second Supplemental Indenture dated December 15, 2014, between Crown Castle REIT Inc., Crown Castle International Corp.and The Bank of New York Mellon Trust Company, N.A., as trustee(dd)4.14 Third Supplemental Indenture dated December 15, 2014, between Crown Castle REIT Inc., Crown Castle International Corp. andThe Bank of New York Mellon Trust Company, N.A., as trustee(ff)4.15 Indenture Supplement, dated as of May 15, 2015, relating to the Senior Secured Tower Revenue Notes, Series 2015-1, by 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(ff)4.16 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(kk)4.17 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(mm)4.18 Fifth Supplemental Indenture dated May 6, 2016, between Crown Castle International Corp. and The Bank of New York MellonTrust Company, N.A., as trustee, to the Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bankof New York Mellon Trust Company, N.A., as trustee(pp)4.19 Sixth Supplemental Indenture dated September 1, 2016, between Crown Castle International Corp. and The Bank of New 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(rr)4.20 Seventh Supplemental Indenture dated February 2, 2017, 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 Mobile87Exhibit Number Exhibit Description(nn)10.2 Amended and Restated Severance Agreement between Crown Castle International Corp. and Jay A. Brown, effective as of June 1,2016(nn)10.3 Amended and Restated Severance Agreement between Crown Castle International Corp. and W. Benjamin Moreland, effective asof June 1, 2016(f)10.4 Form of Severance Agreement between Crown Castle International Corp. and E. Blake Hawk(l)10.5 Form of First Amendment to Severance Agreement between Crown Castle International Corp. and E. Blake Hawk(p)10.6 Form of Amendment to Severance Agreement between Crown Castle International Corp. and E. Blake Hawk, effective April 6,2009(x)10.7 Crown Castle International Corp. 2013 Long-Term Incentive Plan(oo)10.8 Amendment to 2013 Long Term Incentive Plan, as amended(h)10.9 Form of Severance Agreement between Crown Castle International Corp. and James D. Young(l)10.10 Form of First Amendment to Severance Agreement between Crown Castle International Corp and certain senior officers, includingJames D. Young(m)10.11 Form of Severance Agreement between Crown Castle International Corp. and Philip M. Kelley(p)10.12 Form of Amendment to Severance Agreement between Crown Castle International Corp. and certain senior officers, includingJames D. Young and Philip M. Kelley, effective April 6, 2009(ll)10.13 Form of Severance Agreement between Crown Castle International Corp. and each of Kenneth J. Simon and Daniel K. Schlanger(nn)10.14 Form of Amendment to Severance Agreement between Crown Castle International Corp. and certain executive officers, includingJames D. Young, Patrick Slowey and Philip M. Kelley(nn)10.15 Crown Castle International Corp. 2016 Executive Management Team Annual Incentive Plan(nn)10.16 Form of 2013 Long-Term Incentive Plan Restricted Stock Units Agreement(nn)10.17 Summary of Non-employee Director Compensation(i)10.18 Management Agreement, dated as of June 8, 2005, by and among Crown Castle USA Inc., as Manager, and Crown Castle TowersLLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc.,Crown Castle International Corp. de Puerto Rico, Crown Castle GT Holding Sub LLC and Crown Castle Atlantic LLC,collectively as Owners(j)10.19 Management Agreement Amendment, dated September 26, 2006, by and among Crown Castle USA Inc., as Manager, and 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)10.20 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)10.21 Cash Management Agreement, dated as of June 8, 2005, by and among Crown Castle Towers LLC, Crown Castle South LLC,Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc. and Crown Castle International Corp.de Puerto Rico, as Issuers, JPMorgan Chase Bank, N.A., as Indenture Trustee, Crown Castle USA Inc., as Manager, Crown CastleGT Holding Sub LLC, as Member of Crown Castle GT Company LLC, and Crown Castle Atlantic LLC, as Member of CrownAtlantic Company LLC(k)10.22 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)10.23 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(n)10.24 Agreement to Contribute, Lease and Sublease, dated as of February 14, 2005 among Sprint Corporation, the Sprint subsidiariesnamed therein and Global Signal Inc.88Exhibit Number Exhibit Description(o)10.25 Master Lease and Sublease, dated as of May 26, 2005, by and among STC One LLC, as lessor, Sprint Telephony PCS L.P., asSprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.(o)10.26 Master Lease and Sublease, dated as of May 26, 2005, by and among STC Two LLC, as lessor, SprintCom, Inc., as SprintCollocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.(o)10.27 Master Lease and Sublease, dated as of May 26, 2005, by and among STC Three LLC, as lessor, American PCS Communications,LLC, as Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.(o)10.28 Master Lease and Sublease, dated as of May 26, 2005, by and among STC Four LLC, as lessor, PhillieCo, L.P., as SprintCollocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.(o)10.29 Master Lease and Sublease, dated as of May 26, 2005, by and among STC Five LLC, as lessor, Sprint Spectrum L.P., as SprintCollocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.(o)10.30 Master Lease and Sublease, dated as of May 26, 2005, by and among STC Six Company, Sprint Spectrum L.P., as SprintCollocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.(q)10.31 Management Agreement, dated as of July 31, 2009, by and among Crown Castle USA Inc., as Manager, and Pinnacle TowersAcquisition Holdings LLC, and the direct and indirect subsidiaries of Pinnacle Towers Acquisition Holdings LLC, collectively,as Owners(q)10.32 Cash Management Agreement, dated as of July 31, 2009, by and among Pinnacle Towers Acquisition Holdings LLC, 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(q)10.33 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(t)10.34 Master Agreement dated as of September 28, 2012, among T-Mobile USA, Inc., SunCom Wireless Operating Company, L.L.C.,Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., 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.(v)10.35 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(w)10.36 Master Prepaid Lease, dated as of November 30, 2012, by and among T-Mobile USA Tower LLC, T-Mobile West Tower LLC, T-Mobile USA, Inc. and CCTMO LLC(w)10.37 MPL Site Master Lease Agreement, dated as of November 30, 2012, by and among Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., VoiceStream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, SunCom Wireless Operating Company, L.L.C., T-Mobile USA, Inc. and CCTMOLLC(w)10.38 Sale Site Master Lease Agreement, dated as of November 30, 2012, by and among Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., VoiceStream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, SunCom Wireless Operating Company, L.L.C., T-Mobile USA, Inc., T3 Tower 1LLC and T3 Tower 2 LLC(w)10.39 Management Agreement, dated as of November 30, 2012, by and among SunCom Wireless Operating Company, L.L.C., 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(y)10.40 Master Agreement dated as of October 18, 2013, among AT&T Inc. and Crown Castle International Corp.(z)10.41 Master Prepaid Lease, dated as of December 16, 2013, by and among CCATT LLC, AT&T Mobility LLC and the AT&T Lessorsparty thereto(z)10.42 MPL Site Master Lease Agreement, dated as of December 16, 2013, by and among CCATT LLC, AT&T Mobility LLC and theAT&T Collocators party thereto(z)10.43 Sale Site Master Lease Agreement, dated as of December 16, 2013, by and among AT&T Mobility LLC, the AT&T Collocatorsparty thereto and the Tower Operators party thereto(z)10.44 Management Agreement, dated as of December 16, 2013, by and among CCATT LLC, the Sale Site Subsidiaries party thereto, theAT&T Newcos party thereto and the AT&T Contributors party thereto(ee)10.45 Stock Purchase Agreement, dated as of April 29, 2015, by and among Quanta Services, Inc., Crown Castle International Corp. andCC SCN Fiber LLC89Exhibit Number Exhibit Description(gg)10.46 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(jj)10.47 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(qq)10.48 Crown Castle International Corp. Extended Service Separation Program(ss)10.49 Amendment No. 1 dated as of February 13, 2017, among Crown Castle International Corp., the lenders and issuing banks partythereto, and JPMorgan Chase Bank, N.A., as administrative agent, to the Credit Agreement dated as of January 21, 2016, by andamong Crown Castle International Corp., the lenders and issuing banks from time to time party thereto and JPMorgan ChaseBank, N.A., as administrative agent.*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 December 7, 2007.(m)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on July 15, 2008.90(n)Incorporated by reference to the exhibit previously filed by Global Signal Inc. on Form 8-K (File No. 001-32168) on February 17, 2005.(o)Incorporated by reference to the exhibit previously filed by Global Signal Inc. on Form 8-K (File No. 001-32168) on May 27, 2005.(p)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on April 8, 2009.(q)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on August 4, 2009.(r)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on January 20, 2010.(s)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on August 26, 2010.(t)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on October 2, 2012.(u)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on October 16, 2012.(v)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on December 28, 2012.(w)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 10-K (File No. 000-24737) for the year endedDecember 31, 2012.(x)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant as Appendix A to the Definitive Schedule 14A Proxy Statement(File No. 001-16441) on April 8, 2013.(y)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on October 21, 2013.(z)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 10-K (File No. 001-16441) for the year endedDecember 31, 2013.(aa)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on April 15, 2014.(bb)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on July 1, 2014.(cc)Incorporated by reference to the exhibit previously filed by the Predecessor Registrant on Form 8-K (File No. 001-16441) on September 23, 2014.(dd)Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on December 16, 2014.(ee)Incorporated by reference to the exhibit previously filed by the Registrant on Form 10-Q (File No. 001-16441) for the quarter ended March 31, 2015.(ff)Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on May 21, 2015.(gg)Incorporated by reference to the exhibit previously filed by the Registrant on Form 10-Q (File No. 001-16441) for the quarter ended June 30, 2015.(hh)Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on August 4, 2015.(ii)Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on August 28, 2015.(jj)Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on January 22, 2016.(kk)Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on February 8, 2016.(ll)Incorporated by reference to the exhibit previously filed by the Registrant on Form 10-K (File No. 001-16441) for the year ended December 31, 2015.(mm)Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on May 6, 2016.(nn)Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on February 24, 2016.(oo)Incorporated by reference to the exhibit previously filed by the Registrant on Form 10-Q (File No. 001-16441) for the quarter ended June 30, 2016.(pp)Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on September 1, 2016.91(qq)Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on November 7, 2016.(rr)Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on February 2, 2017.(ss)Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on February 13, 2017.92SIGNATURESPursuant 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, 2017. CROWN CASTLE INTERNATIONAL CORP. By: /s/ DANIEL K. SCHLANGER Daniel K. SchlangerSenior Vice President and Chief Financial OfficerPOWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jay A. Brown and Kenneth 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 her and in hisor her name, place and stead, in any and all capacities, to sign any and all documents relating to the Annual Report on Form 10-K, including any and allamendments and supplements thereto, for the year ended December 31, 2016 and to file the same with all exhibits thereto and other documents in connectiontherewith with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents full power and authority to do and perform each andevery 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 or could do inperson, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done byvirtue 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, 2017.93Name Title /s/ JAY A. BROWN President, Chief Executive Officer and DirectorJay A. Brown (Principal Executive Officer) /s/ DANIEL K. SCHLANGER Senior Vice President and Chief Financial OfficerDaniel K. Schlanger (Principal Financial Officer) /s/ ROBERT S. COLLINS Vice President and ControllerRobert S. Collins (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/ ROBERT F. MCKENZIE DirectorRobert F. McKenzie /s/ ANTHONY J. MELONE DirectorAnthony J. Melone /s/ W. BENJAMIN MORELAND DirectorW. Benjamin Moreland 94EXHIBIT 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, 2016 2015 2014 2013 2012Computation of earnings: Income (loss) from continuing operations before income taxes$373,854 $473,829 $335,070 $251,001 $64,853Add: Fixed charges (as computed below)748,001 750,968 791,386 752,241 717,672Subtract: Interest capitalized(7,010) (4,805) (2,985) (1,832) (2,335) $1,114,845 $1,219,992 $1,123,471 $1,001,410 $780,190Computation of fixed charges and combined fixed charges andpreferred stock dividends and losses on purchases of preferredstock: Interest expense$495,945 $487,355 $491,581 $491,041 $491,184Amortized premiums, discounts and capitalized expensesrelated to indebtedness19,087 39,773 81,710 98,589 109,860Interest capitalized7,010 4,805 2,985 1,832 2,335Interest component of operating lease expense225,959 219,035 215,110 160,779 114,293Fixed charges748,001 750,968 791,386 752,241 717,672Dividends on preferred stock and losses on purchases ofpreferred stock32,991 43,988 43,988 11,363 2,629Combined fixed charges and preferred stock dividends andlosses on purchases of preferred stock$780,992 $794,956 $835,374 $763,604 $720,301Ratio of earnings to fixed charges1.5 1.6 1.4 1.3 1.1(Deficiency) excess of earnings to cover fixed charges$366,844 $469,024 $332,085 $249,169 $62,518Ratio of earnings to combined fixed charges and preferred stockdividends and losses on purchases of preferred stock1.4 1.5 1.3 1.3 1.1(Deficiency) excess of earnings to cover combined fixedcharges and preferred stock dividends and losses onpurchases of preferred stock$333,853 $425,036 $288,097 $237,806 $59,889 EXHIBIT 21CROWN CASTLE INTERNATIONAL CORP. SUBSIDIARIESSubsidiary Jurisdiction ofIncorporationCC Holdings GS V LLC DelawareCCS & E 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 BP ATT LLC 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 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 DelawareFibernet Direct Holdings LLC DelawareFibernet Direct Texas LLC DelawareFibernet Direct TEL LLC DelawareFibernet Direct Florida 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 DelawarePR Site Development Corporation DelawareWCP Wireless Site RE Funding LLC DelawareWCP Wireless Site RE Holdco LLC DelawareSunesys, LLC DelawareTowers Development Corporation MarylandTowers Ventures III, LLC TennesseeExhibit 23.1Consent of Independent Registered Public Accounting FirmWe hereby consent to the incorporation by reference in the Registration Statements on Forms S-8 (No. 333-212383, 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 22,2017 relating to the financial statements, the financial statement schedules and the effectiveness of internal control over financial reporting, which appears inthis Form 10-K./s/ PricewaterhouseCoopers LLPPittsburgh, PennsylvaniaFebruary 22, 2017Exhibit 31.1CertificationFor the Year Ended December 31, 2016I, 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, 2017 /s/ Jay A. BrownJay A. BrownPresident and Chief Executive OfficerExhibit 31.2CertificationFor the Year Ended December 31, 2016I, Daniel K. Schlanger, 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, 2017 /s/ Daniel K. SchlangerDaniel K. SchlangerSenior Vice President and Chief Financial OfficerExhibit 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, 2016 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, 2016 (the last date of the period covered by the Report). /s/ Jay A. BrownJay A. BrownPresident and Chief Executive OfficerFebruary 22, 2017 /s/ Daniel K. SchlangerDaniel K. SchlangerSenior Vice President and Chief Financial OfficerFebruary 22, 2017A 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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