Document


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 18, 2017
Crown Castle International Corp.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
001-16441
 
76-0470458
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
 
1220 Augusta Drive, Suite 600
 Houston, TX
 
 
77057
 
(Address of principal executive offices)
 
(Zip Code)
 
Registrant's telephone number, including area code: (713) 570-3000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 






ITEM 2.02 — RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On October 18, 2017, Crown Castle International Corp. ("Company") issued a press release disclosing its financial results for the third quarter of 2017. The October 18, 2017 press release is furnished herewith as Exhibit 99.1.
ITEM 7.01 — REGULATION FD DISCLOSURE
The press release referenced in Item 2.02 above refers to certain supplemental information that was posted as a supplemental information package on the Company's website on October 18, 2017. The supplemental information package is furnished herewith as Exhibit 99.2.
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit Index
As described in Item 2.02 and 7.01 of this Current Report on Form 8-K ("Form 8-K"), the following exhibits are furnished as part of this Form 8-K:
Exhibit No.
 
Description
99.1
 
99.2
 
The information in this Form 8-K and Exhibits 99.1 and 99.2 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

1



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
CROWN CASTLE INTERNATIONAL CORP. 
 
 
By:  
/s/ Kenneth J. Simon
 
 
 
Name:  
Kenneth J. Simon 
 
 
 
Title:
Senior Vice President
and General Counsel 
 
Date: October 18, 2017


2
Exhibit
Exhibit 99.1

https://cdn.kscope.io/89717205a12eea1b7e8a4290c271f0d1-ccaltlogorgba04a02a27.jpg
 
NEWS RELEASE
October 18, 2017

 
 
Contacts: Dan Schlanger, CFO
 
Son Nguyen, VP & Treasurer
FOR IMMEDIATE RELEASE
Crown Castle International Corp.
 
713-570-3050

CROWN CASTLE REPORTS THIRD QUARTER 2017 RESULTS, PROVIDES OUTLOOK FOR FULL YEAR 2018 AND
ANNOUNCES 11% INCREASE TO COMMON STOCK DIVIDEND

October 18, 2017 - HOUSTON, TEXAS - Crown Castle International Corp. (NYSE: CCI) ("Crown Castle") today reported results for the quarter ended September 30, 2017.
"We delivered another quarter of excellent financial results that demonstrate the strong operating performance of our business, exceeding our previously provided Outlook for site rental revenues, net income, Adjusted EBITDA and AFFO," stated Jay Brown, Crown Castle’s Chief Executive Officer. "We also increased our quarterly common stock dividend by 11% to $1.05 per share, reflecting our expectation of continued growth in 2018 and the anticipated contribution from the pending acquisition of Lightower, which we expect to close by year-end. Based on the strong demand we see across each of towers, small cells and fiber, we expect revenue growth to accelerate driven by an increase in new leasing activity in 2018. Looking beyond 2018, we are excited by the opportunity to leverage our leading asset portfolio to grow our cash flows and deliver on our 7% to 8% long-term annual dividend growth target by capitalizing on the expected exponential growth in demand for data and connectivity. We believe the combination of our unparalleled portfolio of assets and our industry-leading capabilities across towers, small cells and fiber positions us to meet the evolving needs of our customers while delivering long-term value to our shareholders."

RESULTS FOR THE QUARTER
The table below sets forth select financial results for the three month period ended September 30, 2017 and September 30, 2016. For further information, refer to the financial statements and non-GAAP, segment and other calculation reconciliations included in this press release.
(in millions)
Actual
Midpoint Q3 2017 Outlook(b)
Actual Compared to Outlook
Q3 2017
Q3 2016
Change
% Change
Site rental revenues
$893
$812
+$81
10%
$891
+$2
Net income (loss)
$115
$98
+$17
17%
$100
+$15
Adjusted EBITDA(a)
$605
$564
+$41
7%
$603
+$2
AFFO(a)
$459
$416
+$43
10%
$450
+$9
Weighted-average common shares outstanding - diluted
397
338
+59
17%
368
+29
Note: Figures may not tie due to rounding.
(a)
See reconciliation of this non-GAAP financial measure to net income (loss) and definition included herein.
(b)
As issued on July 19, 2017.



The Foundation for a Wireless World.
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News Release continued:
 
Page 2

HIGHLIGHTS FROM THE QUARTER
Site rental revenues. Site rental revenues grew approximately 10%, or $81 million, from third quarter 2016 to third quarter 2017, inclusive of approximately $41 million in Organic Contribution to Site Rental Revenues plus $52 million in contributions from acquisitions and other items, less a $12 million reduction in straight-lined revenues. The $41 million in Organic Contribution to Site Rental Revenues represents approximately 5% growth, comprised of approximately 8% growth from new leasing activity and contracted tenant escalations, net of approximately 3% from tenant non-renewals.
Net income (loss). Net income (loss) for third quarter 2017 was $115 million.
AFFO.  AFFO for third quarter 2017 benefited from approximately $5 million in lower than expected sustaining capital expenditures during the quarter.  This benefit is primarily attributable to timing, as the unspent amount from third quarter 2017 is expected to be spent during fourth quarter 2017.
Capital expenditures and acquisitions. Capital expenditures during the quarter were approximately $288 million, comprised of approximately $24 million of land purchases, approximately $24 million of sustaining capital expenditures and approximately $240 million of revenue generating capital expenditures.
Common stock dividend. During the quarter, Crown Castle paid common stock dividends of approximately $386 million in the aggregate, or $0.95 per common share, an increase of approximately 7% on a per share basis compared to the same period a year ago.
Financing activities related to pending acquisition of Lightower. During third quarter 2017, to fund the pending acquisition of LTS Group Holdings LLC ("Lightower"), Crown Castle issued $1.75 billion in aggregate principal amount of senior unsecured notes, $1.65 billion in mandatory convertible preferred stock and 40.15 million shares of common stock (collectively, "Lightower Financings"). The common stock issuance raised approximately $3.8 billion in net proceeds and increased the weighted-average common shares outstanding on a diluted basis by 29 million and 17 million for third quarter 2017 and full year 2017, respectively. Except for the impact related to the Lightower Financings, the pending acquisition of Lightower did not contribute to results during third quarter 2017. The acquisition of Lightower is expected to close by year-end 2017, and Crown Castle expects to use the proceeds from the Lightower Financings and borrowings under its revolving credit facility to fund the acquisition at close.

"Our excellent third quarter positions us to end 2017 on a strong note and provides us with momentum entering 2018, as we expect the positive trends impacting our business to continue," stated Dan Schlanger, Crown Castle's Chief Financial Officer. "Further, as evidenced by our full year 2017 and 2018 Outlook, the strength of our business model and leadership position across towers, small cells and fiber enable us to continue to deliver on our growth targets, invest for the future and return capital to investors through a substantial and growing dividend. Since 2014, and inclusive of the dividend increase we are announcing today, we have increased our dividend by a compounded annual growth rate of approximately 9%, exceeding our previous long-term target of 6% to 7% annual growth, and we are well-positioned to meet our 7% to 8% long-term annual dividend growth target into the future."

DIVIDEND INCREASE ANNOUNCEMENT
Crown Castle's Board of Directors has declared a quarterly cash dividend of $1.05 per common share, representing an increase of approximately 11% over the previous quarterly dividend of $0.95 per share. The quarterly dividend will be payable on December 29, 2017 to common stockholders of record at the close of business on December 15, 2017. Future dividends are subject to the approval of Crown Castle's Board of Directors.



The Foundation for a Wireless World.
CrownCastle.com



News Release continued:
 
Page 3

OUTLOOK
This Outlook section contains forward-looking statements, and actual results may differ materially. Information regarding potential risks which could cause actual results to differ from the forward-looking statements herein is set forth below and in Crown Castle's filings with the SEC.
The following table sets forth Crown Castle's current Outlook for fourth quarter 2017, full year 2017 and full year 2018:    
(in millions)
Fourth Quarter 2017
Full Year 2017(a)
Full Year 2018(a)
Site rental revenues
$904
to
$909
$3,522
to
$3,527
$4,546
to
$4,591
Site rental cost of operations(b)
$281
to
$286
$1,096
to
$1,101
$1,360
to
$1,405
Net income (loss)
$91
to
$116
$438
to
$463
$515
to
$595
Adjusted EBITDA(c)
$624
to
$629
$2,399
to
$2,404
$3,013
to
$3,058
Interest expense and amortization of deferred financing costs(d)
$159
to
$164
$590
to
$595
$644
to
$689
FFO(c)
$376
to
$381
$1,590
to
$1,595
$1,910
to
$1,955
AFFO(c)(f)
$430
to
$435
$1,779
to
$1,784
$2,219
to
$2,264
Weighted-average common shares outstanding - diluted(e)
408
383
408
(a)
Except for the impact related to the Lightower Financings, the full year 2017 Outlook does not include any contribution from the pending acquisition of Lightower, which is expected to close by year-end 2017. Full year 2018 Outlook includes the expected contribution from the pending acquisition of Lightower.
(b)
Exclusive of depreciation, amortization and accretion.
(c)
See reconciliation of this non-GAAP financial measure to net income (loss) and definition included herein.
(d)
See reconciliation of "components of interest expense and amortization of deferred financing costs" herein for a discussion of non-cash interest expense.
(e)
The assumption for fourth quarter 2017, full year 2017 and full year 2018 diluted weighted-average common shares outstanding is based on diluted common shares outstanding as of September 30, 2017. For all periods presented, the diluted weighted-average common shares outstanding assumes no conversion of the 6.875% Mandatory Convertible Preferred Stock in the share count.
(f)
Our AFFO for historical periods may not be comparable to those periods presented prospectively from and after January 1, 2018, including our full year 2018 Outlook herein. See "Sustaining capital expenditures" and "Integration capital expenditures" within "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for further information.


Full Year 2017 Outlook
The table below compares the results for full year 2016, the midpoint of the current full year 2017 Outlook and the midpoint of the previously provided full year 2017 Outlook for select metrics.
 
Midpoint of FY 2017 Outlook to
FY 2016 Actual Comparison
Previous Full Year 2017 Outlook(b)
Current Compared to Previous Outlook
(in millions)
Current Full Year
2017 Outlook
Full Year 2016 Actual
Change
% Change
Site rental revenues
$3,525
$3,233
+$292
+9%
$3,517
+$8
Net income (loss)
$451
$357
+$94
+26%
$451
Adjusted EBITDA(a)
$2,402
$2,228
+$174
+8%
$2,402
AFFO(a)
$1,782
$1,610
+$172
+11%
$1,826
-$44
Weighted-average common shares outstanding - diluted(c)
383
341
+42
+12%
366
+17

(a)
See reconciliation of this non-GAAP financial measure to net income (loss) and definition included herein.
(b)
As issued on July 19, 2017. Represents midpoint of Outlook.
(c)
The assumption for full year 2017 diluted weighted-average common shares outstanding is based on diluted common shares outstanding as of September 30, 2017. For all periods presented, the diluted weighted-average common shares outstanding assumes no conversion of the 6.875% Mandatory Convertible Preferred Stock in the share count.



The Foundation for a Wireless World.
CrownCastle.com



News Release continued:
 
Page 4


The updated full year 2017 Outlook primarily reflects higher than expected results from the third quarter and an expectation of continued strong leasing activity during the fourth quarter, offset by higher repair and maintenance expenses associated with hurricanes Harvey, Irma and Maria.
The full year 2017 Outlook for AFFO is negatively impacted by $44 million from interest expense, net of interest income, and cash dividends paid on preferred stock as a result of the Lightower Financings. Excluding the impact of the Lightower Financings, the midpoint of the updated full year 2017 Outlook for AFFO is unchanged compared to our previous full year 2017 Outlook at approximately $1.826 billion. Except for the impact from the Lightower Financings, the updated full year 2017 Outlook does not include any contribution from the pending acquisition of Lightower, which is expected to close by year-end 2017.
The chart below reconciles the components of expected growth in AFFO from 2016 to 2017 of approximately $172 million at the midpoint.
https://cdn.kscope.io/89717205a12eea1b7e8a4290c271f0d1-a2017affoa01.jpg

Full Year 2018 Outlook
The table below compares the midpoint of the full year 2018 Outlook and the midpoint of the currently provided full year 2017 Outlook for select metrics.
 
Midpoint of FY 2018 Outlook to
Midpoint of FY 2017 Outlook
(in millions)
Current Full Year
2018 Outlook(a)
Current Full Year
2017 Outlook(a)
Change
% Change
Site rental revenues
$4,569
$3,525
+$1,044
+30%
Net income (loss)
$555
$451
+$104
+23%
Adjusted EBITDA(b)
$3,036
$2,402
+$634
+26%
AFFO(b)(d)
$2,242
$1,782
+$460
+26%
Weighted-average common shares outstanding - diluted(c)
408
383
+25
+7%
(a)
Except for the impact related to the Lightower Financings, the full year 2017 Outlook does not include any contribution from the pending acquisition of Lightower, which is expected to close by year-end 2017. Full year 2018 Outlook includes the expected contribution from the pending acquisition of Lightower.
(b)
See reconciliation of this non-GAAP financial measure to net income (loss) and definition included herein.


The Foundation for a Wireless World.
CrownCastle.com



News Release continued:
 
Page 5

(c)
The assumption for full year 2017 and full year 2018 diluted weighted-average common shares outstanding is based on diluted common shares outstanding as of September 30, 2017. For all periods presented, the diluted weighted-average common shares outstanding assumes no conversion of the 6.875% Mandatory Convertible Preferred Stock in the share count.
(d)
Our AFFO for historical periods may not be comparable to those periods presented prospectively from and after January 1, 2018, including our full year 2018 Outlook herein. See "Sustaining capital expenditures" and "Integration capital expenditures" within "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for further information.

The full year 2018 Outlook includes the expected contribution from the pending acquisition of Lightower, which is assumed to close on December 31, 2017 for purposes of the full year 2017 Outlook and full year 2018 Outlook. As previously disclosed, for 2018, the pending acquisition of Lightower is expected to contribute $850 million to $870 million in site rental revenues, $163 million to $213 million in net income, $510 million to $530 million in Adjusted EBITDA and $465 million to $485 million in AFFO before financing costs. Further, during 2018, Crown Castle expects to incur integration costs of approximately $20 million to $40 million and integration capital expenditures of approximately $20 million to $25 million related to the pending acquisition of Lightower.
The chart below reconciles the components of expected growth in site rental revenues from 2017 to 2018 of $1.020 billion to $1.065 billion, inclusive of expected Organic Contribution to Site Rental Revenues during 2018 of $185 million to $225 million compared to the midpoint of full year 2017 Outlook of $166 million.
https://cdn.kscope.io/89717205a12eea1b7e8a4290c271f0d1-a2018revenuesa01.jpg

New leasing activity is expected to contribute $190 million to $220 million to 2018 Organic Contribution to Site Rental Revenues, consisting of new leasing activity from Towers of $100 million to $115 million and Small Cells of $90 million to $105 million. In comparison to full year 2017, Towers new leasing activity is expected to be modestly higher, and Small Cells new leasing activity is expected to increase by approximately $30 million.
Acquisitions of FPL FiberNet Holdings, LLC ("FiberNet") and Wilcon Holdings LLC ("Wilcon"), both of which closed during 2017, and the pending acquisition of Lightower are collectively expected to contribute between $885 million and $905 million to site rental revenues during 2018.



The Foundation for a Wireless World.
CrownCastle.com



News Release continued:
 
Page 6

The chart below reconciles the components of expected growth in AFFO from 2017 to 2018 of between $440 million and $480 million.
https://cdn.kscope.io/89717205a12eea1b7e8a4290c271f0d1-a2018affoa01.jpg

Incremental contribution to AFFO from the pending acquisition of Lightower is expected to be approximately $335 million to $355 million, net of the incremental financing expenses compared to 2017.
Additional information is available in Crown Castle's quarterly Supplemental Information Package posted in the Investors section of its website.

CONFERENCE CALL DETAILS
Crown Castle has scheduled a conference call for Thursday, October 19, 2017, at 10:30 a.m. Eastern time to discuss its third quarter 2017 results. The conference call may be accessed by dialing 888-211-9963 and asking for the Crown Castle call (access code 7075767) at least 30 minutes prior to the start time. The conference call may also be accessed live over the Internet at http://investor.crowncastle.com. Supplemental materials for the call have been posted on the Crown Castle website at http://investor.crowncastle.com.
A telephonic replay of the conference call will be available from 1:30 p.m. Eastern time on Thursday, October 19, 2017, through 1:30 p.m. Eastern time on Wednesday, January 17, 2018, and may be accessed by dialing 888-203-1112 and using access code 7075767. An audio archive will also be available on the company's website at http://investor.crowncastle.com shortly after the call and will be accessible for approximately 90 days.

ABOUT CROWN CASTLE
Crown Castle provides wireless carriers with the infrastructure they need to keep people connected and businesses running. With approximately 40,000 towers and over 60,000 route miles of fiber supporting small cells following the completion of the Lightower acquisition, Crown Castle is the nation's largest provider of shared wireless infrastructure with a significant presence in the top 100 U.S. markets. For more information on Crown Castle, please visit www.crowncastle.com.


The Foundation for a Wireless World.
CrownCastle.com



News Release continued:
 
Page 7

Non-GAAP Financial Measures, Segment Measures and Other Calculations
This press release includes presentations of Adjusted EBITDA, Adjusted Funds from Operations ("AFFO"), Funds from Operations ("FFO") and Organic Contribution to Site Rental Revenues, which are non-GAAP financial measures. These non-GAAP financial measures are not intended as alternative measures of operating results or cash flow from operations (as determined in accordance with Generally Accepted Accounting Principles ("GAAP")).
Our measures of Adjusted EBITDA, AFFO, FFO and Organic Contribution to Site Rental Revenues may not be comparable to similarly titled measures of other companies, including other companies in the wireless infrastructure sector or other real estate investment trusts ("REITs"). Our definition of FFO is consistent with guidelines from the National Association of Real Estate Investment Trusts with the exception of the impact of income taxes in periods prior to our REIT conversion.
In addition to the non-GAAP financial measures used herein, we also provide Segment Site Rental Gross Margin, Segment Network Services and Other Gross Margin and Segment Operating Profit, which are key measures used by management to evaluate our operating segments for purposes of making decisions about allocating capital and assessing performance. These segment measures are provided pursuant to GAAP requirements related to segment reporting. In addition, we provide the components of certain GAAP measures, such as capital expenditures.
Adjusted EBITDA, AFFO, FFO and Organic Contribution to Site Rental Revenues are presented as additional information because management believes these measures are useful indicators of the financial performance of our business. Among other things, management believes that:
Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial performance. Adjusted EBITDA is the primary measure used by management (1) to evaluate the economic productivity of our operations and (2) for purposes of making decisions about allocating resources to, and assessing the performance of, our operations. Management believes that Adjusted EBITDA helps investors or other interested parties meaningfully evaluate and compare the results of our operations (1) from period to period and (2) to our competitors, by removing the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our financial results. Management also believes Adjusted EBITDA is frequently used by investors or other interested parties in the evaluation of the wireless infrastructure sector and other REITs to measure financial performance without regard to items such as depreciation, amortization and accretion which can vary depending upon accounting methods and the book value of assets. In addition, Adjusted EBITDA is similar to the measure of current financial performance generally used in our debt covenant calculations. Adjusted EBITDA should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance.
AFFO is useful to investors or other interested parties in evaluating our financial performance. Management believes that AFFO helps investors or other interested parties meaningfully evaluate our financial performance as it includes (1) the impact of our capital structure (primarily interest expense on our outstanding debt and dividends on our preferred stock) and (2) sustaining capital expenditures, and excludes the impact of our (a) asset base (primarily depreciation, amortization and accretion) and (b) certain non-cash items, including straight-lined revenues and expenses related to fixed escalations and rent free periods. GAAP requires rental revenues and expenses related to leases that contain specified rental increases over the life of the lease to be recognized evenly over the life of the lease. In accordance with GAAP, if payment terms call for fixed escalations, or rent free periods, the revenue or expense is recognized on a straight-lined basis over the fixed, non-cancelable term of the contract. Management notes that Crown Castle uses AFFO only as a performance measure. AFFO should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance and should not be considered as an alternative to cash flows from operations or as residual cash flow available for discretionary investment.
FFO is useful to investors or other interested parties in evaluating our financial performance. Management believes that FFO may be used by investors or other interested parties as a basis to compare our financial performance with that of other REITs. FFO helps investors or other interested parties meaningfully evaluate financial performance by excluding the impact of our asset base (primarily depreciation, amortization and accretion). FFO is not a key performance indicator used by Crown Castle. FFO should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance and should not be considered as an alternative to cash flow from operations.


The Foundation for a Wireless World.
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News Release continued:
 
Page 8

Organic Contribution to Site Rental Revenues is useful to investors or other interested parties in understanding the components of the year-over-year changes in our site rental revenues computed in accordance with GAAP. Management uses the Organic Contribution to Site Rental Revenues to assess year-over-year growth rates for our rental activities, to evaluate current performance, to capture trends in rental rates, new leasing activities and customer non-renewals in our core business, as well to forecast future results. Organic Contribution to Site Rental Revenues is not meant as an alternative measure of revenue and should be considered only as a supplement in understanding and assessing the performance of our site rental revenues computed in accordance with GAAP.
We define our non-GAAP financial measures, segment measures and other calculations as follows:
Non-GAAP Financial Measures
Adjusted EBITDA. 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 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), benefit (provision) for income taxes, cumulative effect of a change in accounting principle, income (loss) from discontinued operations and stock-based compensation expense.
Adjusted Funds from Operations. We define Adjusted Funds from Operations as FFO before straight-lined revenue, straight-lined expense, stock-based compensation expense, non-cash portion of tax provision, non-real estate related depreciation, amortization and accretion, amortization of non-cash interest expense, other (income) expense, gain (loss) on retirement of long-term obligations, net gain (loss) on interest rate swaps, gains (losses) on foreign currency swaps, acquisition and integration costs, and adjustments for noncontrolling interests, and less capital improvement capital expenditures and corporate capital expenditures (i.e., sustaining capital expenditures). See "Sustaining capital expenditures" and "Integration capital expenditures" below for further information regarding our calculation of certain components of AFFO.
Funds from Operations. We define Funds from Operations as net income plus real estate related depreciation, amortization and accretion and asset write-down charges, less noncontrolling interest and cash paid for preferred stock dividends, and is a measure of funds from operations attributable to CCIC common stockholders.
Organic Contribution to Site Rental Revenues. We define the Organic Contribution to Site Rental Revenues as the sum of the change in GAAP site rental revenues related to (1) new leasing activity, including revenues from the construction of small cells and the impact of prepaid rent, (2) escalators and less (3) non-renewals of customer contracts.
Segment Measures
Segment Site Rental Gross Margin. We define Segment Site Rental Gross Margin as segment site rental revenues less segment site rental cost of operations, excluding stock-based compensation expense and prepaid lease purchase price adjustments recorded in consolidated site rental cost of operations.
Segment Network Services and Other Gross Margin. We define Segment Network Services and Other Gross Margin as segment network services and other revenues less segment network services and other cost of operations, excluding stock-based compensation expense recorded in consolidated network services and other cost of operations.
Segment Operating Profit. We define Segment Operating Profit as segment revenues less segment cost of operations and segment general and administrative expenses, excluding stock-based compensation expense and prepaid lease purchase price adjustments recorded in cost of operations.
Other Calculations
Discretionary capital expenditures. We define discretionary capital expenditures as those capital expenditures made with respect to activities which we believe exhibit sufficient potential to enhance long-term stockholder value. They consist of (1) improvements to existing wireless infrastructure and construction of new wireless infrastructure (collectively referred to as "revenue generating") and (2) purchases of land assets under towers as we seek to manage our interests in the land beneath our towers.
Sustaining capital expenditures. We define sustaining capital expenditures as those capital expenditures made with respect to either (1) corporate capital expenditures, such as buildings, information technology equipment and office equipment or (2) capital improvement capital expenditures to our wireless infrastructure assets that enable our customers' ongoing quiet enjoyment of the wireless infrastructure. For periods presented prior to 2018, integration capital expenditures are included within sustaining capital expenditures, as discussed in "Integration capital expenditures" below.


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News Release continued:
 
Page 9

Integration capital expenditures. Upon the closing of the pending Lightower acquisition, we anticipate incurring initial capital expenditures related to integrating Lightower into our existing business. We anticipate that the majority of these expected capital expenditures will primarily relate to the overall integration of Lightower’s information technology assets into our business. We believe these expenditures are not indicative of our ongoing financial performance, and therefore their inclusion in our AFFO may hinder usefulness to investors and other interested parties. Moreover, integration capital expenditures were approximately $3.2 million, $0.1 million, and $0.1 million for the nine months ended September 30, 2017 and the years ended December 31, 2016 and 2015, respectively, and as such, we believe that these costs have not previously been significant enough to warrant separate consideration with regard to the impact to AFFO.
As such, for periods presented prior to 2018, integration capital expenditures were included as a component within sustaining capital expenditures. For periods presented beginning January 1, 2018, including our full year 2018 Outlook included herein, we no longer reflect integration capital expenditures within sustaining capital expenditures and consider integration capital expenditures as its own component of our capital expenditures.
Because of our reclassification of integration capital expenditures, our AFFO for historical periods may not be comparable to those periods presented prospectively from and after January 1, 2018, including our full year 2018 Outlook herein.
We define integration capital expenditures as those capital expenditures made specifically with respect to recent acquisitions that are essential to integrating acquired companies into our business.
The tables set forth below reconcile the non-GAAP financial measures used herein to comparable GAAP financial measures. The components in these tables may not sum to the total due to rounding.



The Foundation for a Wireless World.
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Reconciliations of Non-GAAP Financial Measures, Segment Measures and Other Calculations to Comparable GAAP Financial Measures:


Reconciliation of Historical Adjusted EBITDA:
 
For the Three Months Ended
 
For the Twelve Months Ended
 
September 30, 2017
 
September 30, 2016
 
December 31, 2016
(in millions)
 
 
 
 
 
Net income (loss)
$
115.2

 
$
98.4

 
$
357.0

Adjustments to increase (decrease) net income (loss):
 
 
 
 

Asset write-down charges
5.3

 
8.3

 
34.5

Acquisition and integration costs
13.2

 
2.7

 
17.5

Depreciation, amortization and accretion
296.0

 
280.8

 
1,108.6

Amortization of prepaid lease purchase price adjustments
5.0

 
5.4

 
21.3

Interest expense and amortization of deferred financing costs(a)
154.1

 
129.9

 
515.0

Gains (losses) on retirement of long-term obligations

 
10.3

 
52.3

Interest income
(11.2
)
 
(0.2
)
 
(0.8
)
Other income (expense)

 
0.8

 
8.8

Benefit (provision) for income taxes
2.4

 
5.0

 
16.9

Stock-based compensation expense
24.7

 
22.6

 
96.5

Adjusted EBITDA(b)(c)
$
604.8

 
$
564.1

 
$
2,227.5

(a)
See the reconciliation of "components of interest expense and amortization of deferred financing costs" herein for a discussion of non-cash interest expense.
(b)
See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" herein for a discussion of our definition of Adjusted EBITDA.
(c)
The above reconciliation excludes line items included in our definition which are not applicable for the periods shown.

Reconciliation of Current Outlook for Adjusted EBITDA:
 
Q4 2017
 
Full Year 2017
 
Full Year 2018
(in millions)
Outlook
 
Outlook
 
Outlook
Net income (loss)
$91
to
$116
 
$438
to
$463
 
$515
to
$595
Adjustments to increase (decrease) net income (loss):
 
 
 
 
 
 
 
 
 
 
 
Asset write-down charges
$9
to
$11
 
$19
to
$21
 
$35
to
$45
Acquisition and integration costs
$11
to
$15
 
$38
to
$42
 
$64
to
$74
Depreciation, amortization and accretion
$296
to
$310
 
$1,176
to
$1,190
 
$1,508
to
$1,544
Amortization of prepaid lease purchase price adjustments
$4
to
$6
 
$19
to
$21
 
$19
to
$21
Interest expense and amortization of deferred financing costs(a)
$159
to
$164
 
$590
to
$595
 
$644
to
$689
Gains (losses) on retirement of long-term obligations
$0
to
$0
 
$4
to
$4
 
$0
to
$0
Interest income
$(1)
to
$1
 
$(14)
to
$(12)
 
$(2)
to
$2
Other income (expense)
$(1)
to
$3
 
$(4)
to
$0
 
$3
to
$5
Benefit (provision) for income taxes
$3
to
$7
 
$14
to
$18
 
$32
to
$40
Stock-based compensation expense
$23
to
$25
 
$89
to
$91
 
$115
to
$120
Adjusted EBITDA(b)(c)
$624
to
$629
 
$2,399
to
$2,404
 
$3,013
to
$3,058
(a)
See the reconciliation of "components of interest expense and amortization of deferred financing costs" herein for a discussion of non-cash interest expense.
(b)
See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" herein for a discussion of our definition of Adjusted EBITDA.
(c)
The above reconciliation excludes line items included in our definition which are not applicable for the periods shown.



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News Release continued:
 
Page 11

Reconciliation of Historical FFO and AFFO:
 
For the Three Months Ended
 
For the Nine Months Ended
 
For the Twelve Months Ended
(in millions)
September 30, 2017
 
September 30, 2016
 
September 30, 2017
 
September 30, 2016
 
December 31, 2016
Net income (loss)
$
115.2

 
$
98.4

 
$
346.4

 
$
232.3

 
$
357.0

Real estate related depreciation, amortization and accretion
287.9

 
274.2

 
857.3

 
815.1

 
1,082.1

Asset write-down charges
5.3

 
8.3

 
10.3

 
28.3

 
34.5

Dividends on preferred stock

 
(11.0
)
 

 
(33.0
)
 
(44.0
)
FFO(a)(b)(c)(d)(e)
$
408.4

 
$
369.9

 
$
1,214.0

 
$
1,042.6

 
$
1,429.5

 
 
 
 
 
 
 
 
 
 
FFO (from above)
$
408.4

 
$
369.9

 
$
1,214.0

 
$
1,042.6

 
$
1,429.5

Adjustments to increase (decrease) FFO:
 
 
 
 
 
 
 
 
 
Straight-lined revenue
3.4

 
(8.8
)
 
3.0

 
(42.4
)
 
(47.4
)
Straight-lined expense
24.0

 
23.5

 
69.9

 
71.1

 
94.2

Stock-based compensation expense
24.7

 
22.6

 
66.5

 
75.3

 
96.5

Non-cash portion of tax provision
(1.5
)
 
3.5

 
(2.7
)
 
5.2

 
7.3

Non-real estate related depreciation, amortization and accretion
8.1

 
6.6

 
22.9

 
19.6

 
26.5

Amortization of non-cash interest expense
2.4

 
3.3

 
7.6

 
11.3

 
14.3

Other (income) expense

 
0.8

 
(3.5
)
 
4.6

 
8.8

Gains (losses) on retirement of long-term obligations

 
10.3

 
3.5

 
52.3

 
52.3

Acquisition and integration costs
13.2

 
2.7

 
27.1

 
11.5

 
17.5

Capital improvement capital expenditures
(10.9
)
 
(10.0
)
 
(27.3
)
 
(25.4
)
 
(42.8
)
Corporate capital expenditures
(13.4
)
 
(8.5
)
 
(32.4
)
 
(22.4
)
 
(46.9
)
AFFO(a)(b)(c)(d)(e)
$
458.5

 
$
415.8

 
$
1,348.6

 
$
1,203.5

 
$
1,609.9

(a)
See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" herein for a discussion of our definitions of FFO and AFFO.
(b)
FFO and AFFO are reduced by cash paid for preferred stock dividends during the period in which they are paid.
(c)
Diluted weighted-average common shares outstanding were 397.0 million, 338.4 million, 375.0 million, 337.1 million and 340.9 million for the three months ended September 30, 2017 and 2016, the nine months ended September 30, 2017 and 2016 and the twelve months ended December 31, 2016, respectively. For all periods presented, the diluted weighted-average common shares outstanding assumes no conversion of the 6.875% Mandatory Convertible Preferred Stock in the share count.
(d)
The above reconciliation excludes line items included in our definition which are not applicable for the periods shown.
(e)
Attributable to CCIC common stockholders.




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News Release continued:
 
Page 12

Reconciliation of Current Outlook for FFO and AFFO:
 
Q4 2017
 
Full Year 2017
 
Full Year 2018
(in millions)
Outlook
 
Outlook
 
Outlook
Net income (loss)
$91
to
$116
 
$438
to
$463
 
$515
to
$595
Real estate related depreciation, amortization and accretion
$290
to
$300
 
$1,147
to
$1,157
 
$1,442
to
$1,463
Asset write-down charges
$9
to
$11
 
$19
to
$21
 
$35
to
$45
Dividends on preferred stock
$(30)
to
$(30)
 
$(30)
to
$(30)
 
$(113)
to
$(113)
FFO(a)(b)(c)(d)(e)
$376
to
$381
 
$1,590
to
$1,595
 
$1,910
to
$1,955
 
 
 
 
 
 
 
 
 
 
 
 
FFO (from above)
$376
to
$381
 
$1,590
to
$1,595
 
$1,910
to
$1,955
Adjustments to increase (decrease) FFO:
 
 
 
 
 
 
 
 
 
 
 
Straight-lined revenue
$5
to
$10
 
$8
to
$13
 
$57
to
$77
Straight-lined expense
$20
to
$25
 
$90
to
$95
 
$70
to
$90
Stock-based compensation expense
$23
to
$25
 
$89
to
$91
 
$115
to
$120
Non-cash portion of tax provision
$(2)
to
$3
 
$(4)
to
$1
 
$(7)
to
$8
Non-real estate related depreciation, amortization and accretion
$6
to
$10
 
$29
to
$33
 
$66
to
$81
Amortization of non-cash interest expense
$1
to
$6
 
$9
to
$14
 
$6
to
$16
Other (income) expense
$(1)
to
$3
 
$(4)
to
$0
 
$3
to
$5
Gains (losses) on retirement of long-term obligations
$0
to
$0
 
$4
to
$4
 
$0
to
$0
Acquisition and integration costs
$11
to
$15
 
$38
to
$42
 
$64
to
$74
Capital improvement capital expenditures
$(11)
to
$(6)
 
$(39)
to
$(34)
 
$(73)
to
$(63)
Corporate capital expenditures
$(19)
to
$(14)
 
$(52)
to
$(47)
 
$(53)
to
$(43)
AFFO(a)(b)(c)(d)(e)(f)
$430
to
$435
 
$1,779
to
$1,784
 
$2,219
to
$2,264
(a)
The assumption for fourth quarter 2017, full year 2017 and full year 2018 diluted weighted-average common shares outstanding is 408.0 million, 383.4 million and 408.0 million, respectively, based on diluted common shares outstanding as of September 30, 2017. For all periods presented, the diluted weighted-average common shares outstanding assumes no conversion of 6.875% Mandatory Convertible Preferred Stock in the share count.
(b)
See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" herein for a discussion for our definitions of FFO and AFFO.
(c)
FFO and AFFO are reduced by cash paid for preferred stock dividends during the period in which they are paid.
(d)
The above reconciliation excludes line items included in our definition which are not applicable for the periods shown.
(e)
Attributable to CCIC common stockholders.
(f)
Our AFFO for historical periods may not be comparable to those periods presented prospectively from and after January 1, 2018, including our full year 2018 Outlook herein. See "Sustaining capital expenditures" and "Integration capital expenditures" within "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for further information.




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News Release continued:
 
Page 13

For Comparative Purposes - Reconciliation of Previous Outlook for Adjusted EBITDA:
 
Previously Issued
 
Previously Issued
 
Q3 2017
 
Full Year 2017
(in millions)
Outlook
 
Outlook
Net income (loss)
$90
to
$110
 
$426
to
$476
Adjustments to increase (decrease) net income (loss):
 
 
 
 
 
 
 
Asset write-down charges
$9
to
$11
 
$20
to
$30
Acquisition and integration costs
$8
to
$12
 
$28
to
$38
Depreciation, amortization and accretion
$296
to
$310
 
$1,178
to
$1,208
Amortization of prepaid lease purchase price adjustments
$4
to
$6
 
$19
to
$21
Interest expense and amortization of deferred financing costs
$142
to
$147
 
$552
to
$582
Gains (losses) on retirement of long-term obligations
$0
to
$0
 
$4
to
$4
Interest income
$(1)
to
$1
 
$(3)
to
$1
Other income (expense)
$(1)
to
$3
 
$(2)
to
$0
Benefit (provision) for income taxes
$3
to
$7
 
$14
to
$22
Stock-based compensation expense
$24
to
$26
 
$89
to
$94
Adjusted EBITDA(a)(b)
$600
to
$605
 
$2,389
to
$2,414
(a)
See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" herein for a discussion of our definition of Adjusted EBITDA.
(b)
The above reconciliation excludes line items included in our definition which are not applicable for the periods shown.

For Comparative Purposes - Reconciliation of Previous Outlook for FFO and AFFO:
 
Previously Issued
 
Previously Issued
 
Q3 2017
 
Full Year 2017
(in millions)
Outlook
 
Outlook
Net income (loss)
$90
to
$110
 
$426
to
$476
Real estate related depreciation, amortization and accretion
$291
to
$301
 
$1,154
to
$1,174
Asset write-down charges
$9
to
$11
 
$20
to
$30
FFO(a)(b)(c)
$404
to
$409
 
$1,623
to
$1,653
 
 
 
 
 
 
 
 
FFO (from above)
$404
to
$409
 
$1,623
to
$1,653
Adjustments to increase (decrease) FFO:
 
 
 
 
 
 
 
Straight-lined revenue
$0
to
$5
 
$4
to
$19
Straight-lined expense
$20
to
$25
 
$81
to
$96
Stock-based compensation expense
$24
to
$26
 
$89
to
$94
Non-cash portion of tax provision
$(2)
to
$3
 
$(6)
to
$4
Non-real estate related depreciation, amortization and accretion
$5
to
$9
 
$24
to
$34
Amortization of non-cash interest expense
$2
to
$5
 
$9
to
$15
Other (income) expense
$(1)
to
$3
 
$(2)
to
$0
Gains (losses) on retirement of long-term obligations
$0
to
$0
 
$4
to
$4
Acquisition and integration costs
$8
to
$12
 
$28
to
$38
Capital improvement capital expenditures
$(15)
to
$(10)
 
$(41)
to
$(31)
Corporate capital expenditures
$(19)
to
$(14)
 
$(53)
to
$(43)
AFFO(a)(b)(c)
$447
to
$452
 
$1,813
to
$1,838
(a)
Previously issued third quarter 2017 and full year 2017 outlook assumes diluted common shares outstanding as of June 30, 2017 of approximately 367.5 million and 365.7 million, respectively.
(b)
See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" herein for a discussion for our definitions of FFO and AFFO.
(c)
The above reconciliation excludes line items included in our definition which are not applicable for the periods shown.



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News Release continued:
 
Page 14

The components of changes in site rental revenues for the quarters ended September 30, 2017 and 2016 are as follows:

 
Three Months Ended September 30,
(in millions)
2017
 
2016
Components of changes in site rental revenues(f):
 
 
 
Prior year site rental revenues exclusive of straight-line associated with fixed escalators(a)(c)
$
803

 
$
737

 
 
 
 
New leasing activity(a)(c)
40

 
45

Escalators
21

 
22

Non-renewals
(20
)
 
(20
)
Organic Contribution to Site Rental Revenues(d)
41

 
47

Straight-lined revenues associated with fixed escalators
(3
)
 
9

Acquisitions and builds(b)
52

 
19

Other

 

Total GAAP site rental revenues
$
893

 
$
812

 
 
 
 
Year-over-year changes in revenue:
 
 
 
Reported GAAP site rental revenues
10.0
%
 
 
Organic Contribution to Site Rental Revenues(d)(e)
5.1
%
 
 
(a)
Includes revenues from amortization of prepaid rent in accordance with GAAP.
(b)
The financial impact of acquisitions, as measured by the initial contribution, and tower builds is excluded from Organic Contribution to Site Rental Revenues until the one-year anniversary of the acquisition or build.
(c)
Includes revenues from the construction of new small cell nodes, exclusive of straight-lined revenues related to fixed escalators.
(d)
See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" herein.
(e)
Calculated as the percentage change from prior year site rental revenues exclusive of straight-lined revenues associated with fixed escalations compared to Organic Contribution to Site Rental Revenues for the current period.
(f)
Additional information regarding Crown Castle's site rental revenues including projected revenue from customer licenses, tenant non-renewals, straight-lined revenues and prepaid rent is available in Crown Castle's quarterly Supplemental Information Package posted in the Investors section of its website.



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News Release continued:
 
Page 15

The components of the changes in site rental revenues for the year ending December 31, 2017 and December 31, 2018 are forecasted as follows:

(in millions)
Midpoint of
Full Year
2017 Outlook
 

Full Year
2018 Outlook
Components of changes in site rental revenues(g):
 
 
 
Prior year site rental revenues exclusive of straight-line associated with fixed escalators(a)(c)
$3,186
 
$3,534
 

 
 
New leasing activity(a)(c)
172
 
190-220
Escalators
84
 
80-90
Non-renewals
(90)
 
(95)-(75)
Organic Contribution to Site Rental Revenues(d)
166
 
185-225
Straight-lined revenues associated with fixed escalators
(10)
 
(65)-(45)
Acquisitions and builds(b)
183
 
885-905
Other
 
Total GAAP site rental revenues
$3,525
 
$4,546-$4,591
 
 
 
 
Year-over-year changes in revenue:(f)
 
 
 
Reported GAAP site rental revenues
9.0%
 
29.6%
Organic Contribution to Site Rental Revenues(d)(e)
5.2%
 
5.8%
(a)
Includes revenues from amortization of prepaid rent in accordance with GAAP.
(b)
The financial impact of acquisitions, as measured by the initial contribution, and tower builds is excluded from Organic Contribution to Site Rental Revenues until the one-year anniversary of the acquisition or build.
(c)
Includes revenues from the construction of new small cell nodes, exclusive of straight-lined revenues related to fixed escalators.
(d)
See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" herein.
(e)
Calculated as the percentage change from prior year site rental revenues exclusive of straight-lined revenues associated with fixed escalations compared to Organic Contribution to Site Rental Revenues for the current period.
(f)
Calculated based on midpoint of Full Year 2017 Outlook and Full Year 2018 Outlook.
(g)
Additional information regarding Crown Castle's site rental revenues including projected revenue from customer licenses, tenant non-renewals, straight-lined revenues and prepaid rent is available in Crown Castle's quarterly Supplemental Information Package posted in the Investors section of its website.



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News Release continued:
 
Page 16

Components of Historical Interest Expense and Amortization of Deferred Financing Costs:
 
For the Three Months Ended
(in millions)
September 30, 2017
 
September 30, 2016
Interest expense on debt obligations
$
151.8

 
$
126.6

Amortization of deferred financing costs and adjustments on long-term debt, net
4.9

 
4.6

Other, net
(2.5
)
 
(1.3
)
Interest expense and amortization of deferred financing costs
$
154.1

 
$
129.9


Components of Current Outlook for Interest Expense and Amortization of Deferred Financing Costs:
 
Q4 2017
 
Full Year 2017
 
Full Year 2018
(in millions)
Outlook
 
Outlook
 
Outlook
Interest expense on debt obligations
$157
to
$162
 
$580
to
$585
 
$645
to
$665
Amortization of deferred financing costs and adjustments on long-term debt, net
$4
to
$7
 
$18
to
$21
 
$17
to
$22
Other, net
$(3)
to
$(1)
 
$(9)
to
$(7)
 
$(11)
to
$(6)
Interest expense and amortization of deferred financing costs
$159
to
$164
 
$590
to
$595
 
$644
to
$689

Debt balances and maturity dates as of September 30, 2017 are as follows:
(in millions)
Face Value
 
Final Maturity
Bank debt - variable rate:
 
 
 
2016 Revolver
$

 
Aug. 2022
2016 Term Loan A
2,416.3

 
Aug. 2022
Total bank debt
2,416.3

 
 
Securitized debt - fixed rate:
 
 
 
Secured Notes, Series 2009-1, Class A-1(a)
37.9

 
Aug. 2019
Secured Notes, Series 2009-1, Class A-2(a)
70.0

 
Aug. 2029
Tower Revenue Notes, Series 2010-3(b)
1,250.0

 
Jan. 2040
Tower Revenue Notes, Series 2010-6(b)
1,000.0

 
Aug. 2040
Tower Revenue Notes, Series 2015-1(b)
300.0

 
May 2042
Tower Revenue Notes, Series 2015-2(b)
700.0

 
May 2045
Total securitized debt
3,357.9

 
 
Bonds - fixed rate:
 
 
 
5.250% Senior Notes
1,650.0

 
Jan. 2023
3.849% Secured Notes
1,000.0

 
Apr. 2023
4.875% Senior Notes
850.0

 
Apr. 2022
3.400% Senior Notes
850.0

 
Feb. 2021
4.450% Senior Notes
900.0

 
Feb. 2026
3.700% Senior Notes
750.0

 
June 2026
2.250% Senior Notes
700.0

 
Sept. 2021
4.000% Senior Notes
500.0

 
Mar. 2027
4.750% Senior Notes
350.0

 
May 2047
3.200% Senior Notes
750.0

 
Sept. 2024
3.650% Senior Notes
1,000.0

 
Sept. 2027
Total bonds
9,300.0

 
 
Capital leases and other obligations
237.7

 
Various
Total Debt
$
15,311.9

 
 
Less: Cash and Cash Equivalents(c)
$
6,719.1

 
 
Net Debt
$
8,592.8

 
 
(a)
The Senior Secured Notes, Series 2009-1, Class A-1 principal amortizes during the period beginning January 2010 and ending in 2019 and the Senior Secured Notes, 2009-1, Class A-2 principal amortizes during the period beginning in 2019 and ending in 2029.
(b)
The Senior Secured Tower Revenue Notes, Series 2010-3 and 2010-6 have anticipated repayment dates in 2020. The Senior Secured Tower Revenue Notes, Series 2015-1 and 2015-2 have anticipated repayment dates in 2022 and 2025, respectively.
(c)
Excludes restricted cash.


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News Release continued:
 
Page 17

Net Debt to Last Quarter Annualized Adjusted EBITDA is computed as follows:
(in millions)
For the Three Months Ended September 30, 2017
Total face value of debt
$
15,311.9

 
Ending cash and cash equivalents(a)
6,719.1

 
Total Net Debt
$
8,592.8

 
 
 
 
Adjusted EBITDA for the three months ended September 30, 2017
$
604.8

 
Last quarter annualized adjusted EBITDA
2,419.2

 
Net Debt to Last Quarter Annualized Adjusted EBITDA
3.6
x
(b) 
(a)
Excludes restricted cash.
(b)
The Net Debt to Last Quarter Annualized Adjusted EBITDA calculation does not give effect to (1) the pending Lightower acquisition, as this pending acquisition is expected to close during the fourth quarter of 2017 and (2) the Company's expected use of cash proceeds from the Lightower Financings to fund the pending Lightower acquisition.


Components of Capital Expenditures:
 
For the Three Months Ended
(in millions)
September 30, 2017
 
September 30, 2016
 
Towers
Small Cells
Other
Total
 
Towers
Small Cells
Other
Total
Discretionary:
 
 
 
 
 
 
 
 
 
Purchases of land interests
$
23.7

$

$

$
23.7

 
$
17.4

$

$

$
17.4

Wireless infrastructure construction and improvements
72.5

167.8


240.3

 
76.6

108.6


185.2

Sustaining:
 
 
 
 
 
 
 
 
 
Capital improvement and corporate
12.5

3.9

7.9

24.2

 
9.7

3.2

5.6

18.5

Total
$
108.6

$
171.7

$
7.9

$
288.2

 
$
103.7

$
111.8

$
5.6

$
221.1

Note: See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" herein for further discussion of our components of capital expenditures.




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News Release continued:
 
Page 18

Cautionary Language Regarding Forward-Looking Statements

This press release contains forward-looking statements and information that are based on our management's current expectations. Such statements include our Outlook and plans, projections, and estimates regarding (1) potential benefits, returns, opportunities and shareholder value which may be derived from our business, assets, investments, acquisitions (including the pending acquisition of Lightower) and dividends, including on a long-term basis, (2) our strategy, strategic position, business model and capabilities and the strength of our business, (3) needs of and demand from our customers, and the benefits which may be derived therefrom, (4) growth in demand for data and connectivity and the benefits which may be derived therefrom, (5) our growth, including our revenue growth, long-term prospects and the trends impacting our business, (6) the pending acquisition of Lightower, including financing and timing thereof, quality of Lightower's assets, integration costs and capital expenditures resulting therefrom and the potential benefits and contributions which may be derived from such acquisition, including (a) improvements to or enhancements of our asset portfolio, growth and industry position and (b) contribution to or impact on our financial or operating results, including site rental revenues, Adjusted EBITDA, net income and AFFO, (7) use of proceeds from the Lightower Financings, (8) leasing environment and activity, (9) our investments, including in towers, small cells, fiber and other assets, and the potential growth, returns and benefits therefrom, (10) our dividends, including our dividend plans and the amount of our dividends and dividend growth rate and targets, (11) demand for our wireless infrastructure (including fiber and small cells) and services, (12) tenant non-renewals, including the impact thereof, (13) capital expenditures, including sustaining capital expenditures and integration capital expenditures and the timing thereof, (14) straight-line adjustments, (15) site rental revenues and estimated growth thereof, (16) site rental cost of operations, (17) net income (loss), (18) Adjusted EBITDA, (19) expenses, including interest expense and amortization of deferred financing costs, (20) FFO, (21) AFFO and estimated growth thereof, (22) Organic Contribution to Site Rental Revenues, (23) our weighted-average common shares outstanding, including on a diluted basis, (24) network services contribution and (25) the utility of certain financial measures, including non-GAAP financial measures. Such forward-looking statements are subject to certain risks, uncertainties and assumptions prevailing market conditions and the following:

Our business depends on the demand for our wireless infrastructure, driven primarily by demand for wireless connectivity, and we may be adversely affected by any slowdown in such demand. Additionally, a reduction in the amount or change in the mix of carrier network investment may materially and adversely affect our business (including reducing demand for tenant additions and network services).
A substantial portion of our revenues is derived from a small number of customers, and the loss, consolidation or financial instability of any of our limited number of customers may materially decrease revenues or reduce demand for our wireless infrastructure and network services.
The business model for small cells contains certain differences from our traditional site rental business, resulting in different operational risks. If we do not successfully operate that business model or identify or manage those operational risks, such operations may produce results that are less than anticipated.
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 our ability 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 our covenants, our debt could be accelerated.
We have a substantial amount of indebtedness. In the event we do not repay or refinance such indebtedness, we could face substantial liquidity issues and might be required to issue equity securities or securities convertible into equity securities, or sell some of our assets to meet our debt payment obligations.
Sales or issuances of a substantial number of shares of our common stock may adversely affect the market price of our common stock.
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.
New technologies may reduce demand for our wireless infrastructure or negatively impact our revenues.
The expansion or development of our business, including through acquisitions, increased product offerings or other strategic growth opportunities, may cause disruptions in our business, which may have an adverse effect on our business, operations or financial results.
If we fail to retain rights to our wireless infrastructure, including the land interests under our towers, our business may be adversely affected.
Our network services business has historically experienced significant volatility in demand, which reduces the predictability of our results.
New wireless technologies may not deploy or be adopted by customers as rapidly or in the manner projected.
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 to conduct some of our business.


The Foundation for a Wireless World.
CrownCastle.com



News Release continued:
 
Page 19

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.
Certain provisions of our restated certificate of incorporation, amended and restated by-laws and operative agreements, and domestic 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 third party, even if such a change in control would be beneficial to our stockholders.
We may be vulnerable to security breaches that could adversely affect our business, operations, and reputation.
The pending Lightower acquisition may not be completed within the expected timeframe, if at all, and the pendency of such acquisition could adversely affect our business, financial condition, results of operations and cash flows.
We may fail to realize all of the anticipated benefits of the pending Lightower acquisition or those benefits may take longer to realize than expected. We may also encounter significant difficulties in integrating Lightower’s business.
Future dividend payments to our stockholders will reduce the availability of our cash on hand available to fund future discretionary investments, and may result in a need to incur indebtedness or issue equity securities to fund growth opportunities. In such event, the then current economic, credit market or equity market conditions will impact the availability or cost of such financing, which may hinder our ability to grow our per share results of operations.
Remaining qualified to be taxed as a REIT involves highly technical and complex provisions of the U.S. Internal Revenue Code. Failure to remain qualified as a REIT would result in our inability to deduct dividends to stockholders when computing our taxable income, which would reduce our available cash.
Complying with REIT requirements, including the 90% distribution requirement, may limit our flexibility or cause us to forgo otherwise attractive opportunities, including certain discretionary investments and potential financing alternatives.
REIT related ownership limitations and transfer restrictions may prevent or restrict certain transfers of our capital stock.
If we fail to pay scheduled dividends on the 6.875% Mandatory Convertible Preferred Stock, in cash, common stock, or any combination of cash and common stock, we will be prohibited from paying dividends on our common stock, which may jeopardize our status as a REIT.
Should one or more of these or other risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risk factors which could affect our results is included in our filings with the Securities and Exchange Commission. As used in this release, the term "including," and any variation thereof, means "including without limitation."



The Foundation for a Wireless World.
CrownCastle.com



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CROWN CASTLE INTERNATIONAL CORP.
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
(in thousands, except share amounts)

 
September 30,
2017
 
December 31,
2016
 
 
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
6,719,134

 
$
567,599

Restricted cash
115,730

 
124,547

Receivables, net
317,856

 
373,532

Prepaid expenses
167,235

 
128,721

Other current assets
154,600

 
130,362

Total current assets
7,474,555

 
1,324,761

Deferred site rental receivables
1,285,547

 
1,317,658

Property and equipment, net
10,599,604

 
9,805,315

Goodwill
6,905,922

 
5,757,676

Other intangible assets, net
3,885,311

 
3,650,072

Long-term prepaid rent and other assets, net
860,817

 
819,610

Total assets
$
31,011,756

 
$
22,675,092

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
179,335

 
$
188,516

Accrued interest
99,467

 
97,019

Deferred revenues
387,447

 
353,005

Other accrued liabilities
268,424

 
221,066

Current maturities of debt and other obligations
114,198

 
101,749

Total current liabilities
1,048,871

 
961,355

Debt and other long-term obligations
15,090,217

 
12,069,393

Other long-term liabilities
2,200,336

 
2,087,229

Total liabilities
18,339,424

 
15,117,977

Commitments and contingencies

 

CCIC stockholders' equity:
 
 
 
Common stock, $0.01 par value; 600,000,000 shares authorized; shares issued and outstanding: September 30, 2017—406,274,802 and December 31, 2016—360,536,659
4,063

 
3,605

6.875% Mandatory Convertible Preferred Stock, Series A, $0.01 par value; 20,000,000 shares authorized; shares issued and outstanding: September 30, 2017—1,650,000 and December 31, 2016—0; aggregate liquidation value: September 30, 2017—$1,650,000 and December 31, 2016—$0
17

 

Additional paid-in capital
16,818,738

 
10,938,236

Accumulated other comprehensive income (loss)
(4,959
)
 
(5,888
)
Dividends/distributions in excess of earnings
(4,145,527
)
 
(3,378,838
)
Total equity
12,672,332

 
7,557,115

Total liabilities and equity
$
31,011,756

 
$
22,675,092




The Foundation for a Wireless World.
CrownCastle.com



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CROWN CASTLE INTERNATIONAL CORP.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
(in thousands, except share and per share amounts)

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Net revenues:
 
 
 
 
 
 
 
Site rental
$
892,763

 
$
812,032

 
$
2,618,505

 
$
2,415,926

Network services and other
170,475

 
179,984

 
499,010

 
472,883

Net revenues
1,063,238

 
992,016

 
3,117,515

 
2,888,809

Operating expenses:
 
 
 
 
 
 
 
Costs of operations (exclusive of depreciation, amortization and accretion):
 
 
 
 
 
 
 
Site rental
280,667

 
256,750

 
814,969

 
762,223

Network services and other
106,707

 
109,228

 
310,137

 
286,066

General and administrative
100,772

 
89,941

 
299,232

 
278,909

Asset write-down charges
5,312

 
8,339

 
10,284

 
28,251

Acquisition and integration costs
13,180

 
2,680

 
27,080

 
11,459

Depreciation, amortization and accretion
296,033

 
280,824

 
880,197

 
834,725

Total operating expenses
802,671

 
747,762

 
2,341,899

 
2,201,633

Operating income (loss)
260,567

 
244,254

 
775,616

 
687,176

Interest expense and amortization of deferred financing costs
(154,146
)
 
(129,916
)
 
(430,402
)
 
(385,656
)
Gains (losses) on retirement of long-term obligations

 
(10,274
)
 
(3,525
)
 
(52,291
)
Interest income
11,188

 
175

 
12,585

 
454

Other income (expense)
(32
)
 
(832
)
 
3,462

 
(4,623
)
Income (loss) before income taxes
117,577

 
103,407

 
357,736

 
245,060

Benefit (provision) for income taxes
(2,383
)
 
(5,041
)
 
(11,290
)
 
(12,797
)
Net income (loss)
115,194

 
98,366

 
346,446

 
232,263

Dividends on preferred stock
(29,935
)
 
(10,997
)
 
(29,935
)
 
(32,991
)
Net income (loss) attributable to CCIC common stockholders
$
85,259

 
$
87,369

 
$
316,511

 
$
199,272

 
 
 
 
 
 
 
 
Net income (loss) attributable to CCIC common stockholders, per common share:
 
 
 
 
 
 
 
Net income (loss) attributable to CCIC common stockholders—basic
$
0.22

 
$
0.26

 
$
0.85

 
$
0.59

Net income (loss) attributable to CCIC common stockholders—diluted
$
0.21

 
$
0.26

 
$
0.84

 
$
0.59

 
 
 
 
 
 
 
 
Weighted-average common shares outstanding (in thousands):
 
 
 
 
 
 
 
Basic
395,359

 
337,564

 
373,561

 
336,426

Diluted
397,035

 
338,409

 
374,992

 
337,076



The Foundation for a Wireless World.
CrownCastle.com



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Page 22

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CROWN CASTLE INTERNATIONAL CORP.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(in thousands)
 
Nine Months Ended September 30,
 
2017
 
2016
Cash flows from operating activities:
 
 
 
Net income (loss)
$
346,446

 
$
232,263

Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
 
 
 
Depreciation, amortization and accretion
880,197

 
834,725

Gains (losses) on retirement of long-term obligations
3,525

 
52,291

Amortization of deferred financing costs and other non-cash interest
7,637

 
11,293

Stock-based compensation expense
67,264

 
60,402

Asset write-down charges
10,284

 
28,251

Deferred income tax benefit (provision)
330

 
6,626

Other non-cash adjustments, net
(3,159
)
 
1,548

Changes in assets and liabilities, excluding the effects of acquisitions:
 
 
 
Increase (decrease) in liabilities
61,988

 
122,944

Decrease (increase) in assets
42,779

 
(45,628
)
Net cash provided by (used for) operating activities
1,417,291

 
1,304,715

Cash flows from investing activities:
 
 
 
Payments for acquisition of businesses, net of cash acquired
(2,112,887
)
 
(545,162
)
Capital expenditures
(851,512
)
 
(614,178
)
Net (payments) receipts from settled swaps
(328
)
 
8,141

Other investing activities, net
(6,147
)
 
11,616

Net cash provided by (used for) investing activities
(2,970,874
)
 
(1,139,583
)
Cash flows from financing activities:
 
 
 
Proceeds from issuance of long-term debt
3,092,323


5,201,010

Principal payments on debt and other long-term obligations
(89,817
)

(69,717
)
Purchases and redemptions of long-term debt


(4,044,834
)
Borrowings under revolving credit facility
1,755,000


3,440,000

Payments under revolving credit facility
(1,755,000
)

(4,155,000
)
Payments for financing costs
(26,684
)

(41,471
)
Net proceeds from issuance of common stock
4,220,766


323,798

Net proceeds from issuance of preferred stock
1,607,759

 

Purchases of capital stock
(23,037
)

(24,759
)
Dividends/distributions paid on common stock
(1,082,015
)

(896,628
)
Dividends paid on preferred stock


(32,991
)
Net (increase) decrease in restricted cash
4,960


40

Net cash provided by (used for) financing activities
7,704,255

 
(300,552
)
Net increase (decrease) in cash and cash equivalents - continuing operations
6,150,672

 
(135,420
)
Discontinued operations:
 
 
 
Net cash provided by (used for) investing activities

 
113,150

Net increase (decrease) in cash and cash equivalents - discontinued operations

 
113,150

Effect of exchange rate changes
863

 
(321
)
Cash and cash equivalents at beginning of period
567,599

 
178,810

Cash and cash equivalents at end of period
$
6,719,134

 
$
156,219

Supplemental disclosure of cash flow information:
 
 
 
Interest paid
420,317

 
357,094

Income taxes paid
13,853

 
11,740




The Foundation for a Wireless World.
CrownCastle.com



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CROWN CASTLE INTERNATIONAL CORP.
SEGMENT OPERATING RESULTS (UNAUDITED)
(in thousands)

SEGMENT OPERATING RESULTS
 
Three Months Ended September 30, 2017
 
Three Months Ended September 30, 2016
 
Towers
 
Small Cells
 
Other
 
Consolidated Total
 
Towers
 
Small Cells
 
Other
 
Consolidated Total
Segment site rental revenues
$
724,813

 
$
167,950

 
 
 
$
892,763

 
$
709,603

 
$
102,429

 
 
 
$
812,032

Segment network services and other revenue
153,001

 
17,474

 
 
 
170,475

 
166,979

 
13,005

 
 
 
179,984

Segment revenues
877,814

 
185,424

 
 
 
1,063,238

 
876,582

 
115,434

 
 
 
992,016

Segment site rental cost of operations
212,037

 
59,319

 
 
 
271,356

 
210,322

 
37,754

 
 
 
248,076

Segment network services and other cost of operations
90,845

 
14,245

 
 
 
105,090

 
97,395

 
10,194

 
 
 
107,589

Segment cost of operations(a)
302,882

 
73,564

 
 
 
376,446

 
307,717

 
47,948

 
 
 
355,665

Segment site rental gross margin(b)
512,776

 
108,631

 
 
 
621,407

 
499,281

 
64,675

 
 
 
563,956

Segment network services and other gross margin(b)
62,156

 
3,229

 
 
 
65,385

 
69,584

 
2,811

 
 
 
72,395

Segment general and administrative expenses(a)
22,490

 
18,415

 
41,085

 
81,990

 
22,225

 
14,480

 
35,526

 
72,231

Segment operating profit(b)
552,442

 
93,445

 
(41,085
)
 
604,802

 
546,640

 
53,006

 
(35,526
)
 
564,120

Stock-based compensation expense
 
 
 
 
24,681

 
24,681

 
 
 
 
 
22,594

 
22,594

Depreciation, amortization and accretion
 
 
 
 
296,033

 
296,033

 
 
 
 
 
280,824

 
280,824

Interest expense and amortization of deferred financing costs
 
 
 
 
154,146

 
154,146

 
 
 
 
 
129,916

 
129,916

Other (income) expenses to reconcile to income (loss) before income taxes(c)
 
 
 
 
12,365

 
12,365

 
 
 
 
 
27,379

 
27,379

Income (loss) before income taxes
 
 
 
 
 
 
$
117,577

 
 
 
 
 
 
 
$
103,407

(a)
Segment cost of operations exclude (1) stock-based compensation expense of $5.9 million and $4.9 million for the three months ended September 30, 2017 and 2016, respectively and (2) prepaid lease purchase price adjustments of $5.0 million and $5.4 million for the three months ended September 30, 2017 and 2016, respectively. Segment general and administrative expenses exclude stock-based compensation expense of $18.8 million and $17.7 million for the three months ended September 30, 2017 and 2016, respectively.
(b) See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" herein for a discussion of our definitions of segment site rental gross margin, segment network service and other gross margin and segment operating profit.
(c)
See condensed consolidated statement of operations for further information.




The Foundation for a Wireless World.
CrownCastle.com



News Release continued:
 
Page 24

SEGMENT OPERATING RESULTS
 
Nine Months Ended September 30, 2017
 
Nine Months Ended September 30, 2016
 
Towers
 
Small Cells
 
Other
 
Consolidated Total
 
Towers
 
Small Cells
 
Other
 
Consolidated Total
Segment site rental revenues
$
2,158,994

 
$
459,511

 
 
 
$
2,618,505

 
$
2,118,159

 
$
297,767

 
 
 
$
2,415,926

Segment network services and other revenue
460,593

 
38,417

 
 
 
499,010

 
434,042

 
38,841

 
 
 
472,883

Segment revenues
2,619,587

 
497,928

 
 
 
3,117,515

 
2,552,201

 
336,608

 
 
 
2,888,809

Segment site rental cost of operations
632,705

 
158,426

 
 
 
791,131

 
625,331

 
109,402

 
 
 
734,733

Segment network services and other cost of operations
275,618

 
31,078

 
 
 
306,696

 
249,306

 
30,652

 
 
 
279,958

Segment cost of operations(a)
908,323

 
189,504

 
 
 
1,097,827

 
874,637

 
140,054

 
 
 
1,014,691

Segment site rental gross margin(b)
1,526,289

 
301,085

 
 
 
1,827,374

 
1,492,828

 
188,365

 
 
 
1,681,193

Segment network services and other gross margin(b)
184,975

 
7,339

 
 
 
192,314

 
184,736

 
8,189

 
 
 
192,925

Segment general and administrative expenses(a)
69,125

 
54,770

 
121,045

 
244,940

 
68,329

 
45,720

 
107,161

 
221,210

Segment operating profit(b)
1,642,139

 
253,654

 
(121,045
)
 
1,774,748

 
1,609,235

 
150,834

 
(107,161
)
 
1,652,908

Stock-based compensation expense
 
 
 
 
66,458

 
66,458

 
 
 
 
 
75,297

 
75,297

Depreciation, amortization and accretion
 
 
 
 
880,197

 
880,197

 
 
 
 
 
834,725

 
834,725

Interest expense and amortization of deferred financing costs
 
 
 
 
430,402

 
430,402

 
 
 
 
 
385,656

 
385,656

Other income (expenses) to reconcile to income (loss) from continuing operations before income taxes(c)
 
 
 
 
39,955

 
39,955

 
 
 
 
 
112,170

 
112,170

Income (loss) from continuing operations before income taxes
 
 
 
 
 
 
$
357,736

 
 
 
 
 
 
 
$
245,060

(a)
Segment cost of operations exclude (1) stock-based compensation expense of $12.2 million and $17.6 million for the nine months ended September 30, 2017 and 2016, respectively and (2) prepaid lease purchase price adjustments of $15.1 million and $16.0 million for the nine months ended September 30, 2017 and 2016, respectively. Segment general and administrative expenses exclude stock-based compensation expense of $54.3 million and $57.7 million for the nine months ended September 30, 2017 and 2016, respectively.
(b) See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" herein for a discussion of our definitions of segment site rental gross margin, segment network service and other gross margin and segment operating profit.
(c)
See condensed consolidated statement of operations for further information.



The Foundation for a Wireless World.
CrownCastle.com


Exhibit
Exhibit 99.2








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Supplemental Information Package
and Non-GAAP Reconciliations
Third QuarterSeptember 30, 2017




The Foundation for a Wireless World.
CrownCastle.com


Crown Castle International Corp
Third Quarter 2017

TABLE OF CONTENTS
 
Page
Company Overview
 
Company Profile
Strategy
AFFO per Share
Tower Portfolio Footprint
Corporate Information
Research Coverage
Historical Common Stock Data
Portfolio and Financial Highlights
Outlook
Financials & Metrics
 
Condensed Consolidated Balance Sheet
Condensed Consolidated Statement of Operations
Segment Operating Results
FFO and AFFO Reconciliations
Condensed Consolidated Statement of Cash Flows
Components of Changes in Site Rental Revenues
Summary of Straight-Lined and Prepaid Rent Activity
Summary of Capital Expenditures
Lease Renewal and Lease Distribution
Customer Overview
Asset Portfolio Overview
 
Summary of Tower Portfolio by Vintage
Portfolio Overview
Ground Interest Overview
Ground Interest Activity
Capitalization Overview
 
Capitalization Overview
Debt Maturity Overview
Liquidity Overview
Maintenance and Financial Covenants
Interest Rate Sensitivity
Appendix

Cautionary Language Regarding Forward-Looking Statements
This supplemental information package ("Supplement") contains forward-looking statements and information that are based on our management's current expectations as of the date of this Supplement. Statements that are not historical facts are hereby identified as forward-looking statements. Words such as "Outlook", "guide", "forecast", "estimate", "anticipate", "project", "plan", "intend", "believe", "expect", "likely", "predicted", and any variations of these words and similar expressions are intended to identify such forward looking statements. Such statements include, but are not limited to, our Outlook for the fourth quarter 2017, full year 2017 and full year 2018.

Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including, but not limited to, prevailing market conditions. Should one or more of these or other risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risk factors which could affect our results is included in our filings with the Securities and Exchange Commission. Crown Castle assumes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

The components of financial information presented herein, both historical and forward looking, may not sum due to rounding. Definitions and reconciliations of non-GAAP financial measures, segment measures and other calculations are provided in the Appendix to this Supplement.

As used herein, the term "including" and any variation thereof, means "including without limitation." The use of the word "or" herein is not exclusive.

1

Crown Castle International Corp.
Third Quarter 2017
COMPANY
OVERVIEW
 FINANCIALS & METRICS
ASSET PORTFOLIO OVERVIEW
CAPITALIZATION OVERVIEW
APPENDIX


COMPANY PROFILE 
Crown Castle International Corp. (to which the terms "Crown Castle," "CCIC," "we," "our," "our Company," "the Company" or "us" as used herein refer) owns, operates and leases shared wireless infrastructure, including: (1) towers and other structures, such as rooftops (collectively, "towers"), and (2) fiber primarily supporting small cell networks and fiber based solutions (collectively, "small cells," and together with towers, "wireless infrastructure"). Our towers have a significant presence in each of the top 100 basic trading areas, and the majority of our fiber is located in major metropolitan areas. Crown Castle owns, operates and leases shared wireless infrastructure that has been acquired or constructed over time and is geographically dispersed throughout the U.S., and which consists of (1) approximately 40,000 towers and (2) approximately 32,000 route miles of fiber primarily supporting small cell networks and fiber based solutions.
Our core business is providing access, including space or capacity, to our shared wireless infrastructure via long-term contracts in various forms, including license, sublease and lease agreements (collectively, "leases"). We seek to increase our site rental revenues by adding more tenants on our wireless infrastructure, which we expect to result in significant incremental cash flows due to our low incremental operating costs.
We operate as a Real Estate Investment Trust ("REIT") for U.S. federal income tax purposes.
Pending Lightower Acquisition
On July 18, 2017, the Company announced that it has entered in a definitive agreement to acquire LTS Group Holdings LLC ("Lightower") for approximately $7.1 billion in cash (subject to certain limited adjustments). Lightower owns or has rights to approximately 32,000 route miles of fiber located primarily in top metro markets in the Northeast, including Boston, New York and Philadelphia. Following completion of the pending Lightower acquisition, the Company will own or have rights to approximately 64,000 route miles of fiber.
With the exception of our 2018 Outlook (which reflects the anticipated contribution from the pending Lightower acquisition), the historical financial statements, financial metrics and 2017 Outlook presented herein do not give effect to our pending Lightower acquisition.

STRATEGY 
Our 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 capital efficiently to grow cash flows and long-term dividends per share. We measure our efforts to create "long-term stockholder value" by the combined payment of dividends 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 them quick access to our wireless infrastructure and entering into associated long-term leases. Tenant additions or modifications of existing tenant equipment (collectively, "tenant additions") enable our customers to expand coverage and capacity in order to meet increasing demand for wireless connectivity, while generating high incremental returns for our business. We believe our product offerings of towers and small cells provide a comprehensive solution to our customers' growing connectivity needs through our shared wireless infrastructure model, which is an efficient and cost effective way to serve our customers. We also believe that there will be considerable future demand for our wireless infrastructure based on the location of our wireless infrastructure and the rapid growth in wireless connectivity, which will lead to future growth in the wireless industry.
Return cash provided by operating activities to stockholders in the form of dividends. We believe that distributing a meaningful portion of our cash provided by operating activities appropriately provides stockholders with increased certainty for a portion of expected long-term stockholder value while still retaining sufficient flexibility to invest in our business and deliver growth. We believe this decision reflects the translation of the high-quality, long-term contractual cash flows of our business into stable capital returns to stockholders.
Invest capital efficiently to grow cash flows and long-term dividends per share. We seek to invest our available capital, including the net cash provided by our operating activities and external financing sources, in a manner that will increase long-term stockholder value on a risk-adjusted basis. Our historical investments have included the following (in no particular order):

2

Crown Castle International Corp.
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COMPANY
OVERVIEW
 FINANCIALS & METRICS
ASSET PORTFOLIO OVERVIEW
CAPITALIZATION OVERVIEW
APPENDIX

purchases of shares of our common stock from time to time;
acquisitions or construction of towers, fiber and small cells;
acquisitions of land interests under towers;
improvements and structural enhancements to our existing wireless infrastructure; or
purchases, repayment or redemption 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 the expected continued growth in the demand for wireless connectivity. We believe that such demand for our wireless infrastructure will continue, will result in growth of our cash flows due to tenant additions on our existing wireless infrastructure, and will create other growth opportunities for us, such as demand for new wireless infrastructure.

 AFFO PER SHARE (1)
https://cdn.kscope.io/89717205a12eea1b7e8a4290c271f0d1-historicalaffopershareq3171.jpg
(1)
See reconciliations and definitions provided herein. Our AFFO for historical periods may not be comparable to those periods presented prospectively from and after January 1, 2018, including our full year 2018 Outlook herein. See also "Definitions of Non-GAAP Financial Measures, Segment Measures and Other Calculations" in the Appendix for further information.
(2)
AFFO per share represents the midpoint of the full year 2017 and full year 2018 outlook as issued on October 18, 2017.
(3)
Except for the impact related to the Lightower Financings, AFFO per share outlook for full year 2017 does not include any contribution from the pending Lightower acquisition, which is expected to close by year-end 2017.
(4)
Represents AFFO per share exclusive of Lightower Financings. See reconciliations provided herein.

TOWER PORTFOLIO FOOTPRINT
https://cdn.kscope.io/89717205a12eea1b7e8a4290c271f0d1-footprintmapa32.jpg


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Crown Castle International Corp.
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COMPANY
OVERVIEW
 FINANCIALS & METRICS
ASSET PORTFOLIO OVERVIEW
CAPITALIZATION OVERVIEW
APPENDIX

GENERAL COMPANY INFORMATION
Principal executive offices
1220 Augusta Drive, Suite 600, Houston, TX 77057
Common shares trading symbol
CCI
Stock exchange listing
New York Stock Exchange
Fiscal year ending date
December 31
Fitch - Long Term Issuer Default Rating
BBB-
Moody’s - Long Term Corporate Family Rating
Baa3
Standard & Poor’s - Long Term Local Issuer Credit Rating
BBB-

Note: These credit ratings may not reflect the potential risks relating to the structure or trading of the Company’s securities and are provided solely for informational purposes. Credit ratings are not recommendations to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion. The Company does not undertake any obligation to maintain the ratings or to advise of any change in the ratings. Each agency’s rating should be evaluated independently of any other agency’s rating. An explanation of the significances of the ratings can be obtained from each of the ratings agencies.

EXECUTIVE MANAGEMENT TEAM
Name
Age
Years with Company
Position
Jay A. Brown
44
18
President and Chief Executive Officer
Daniel K. Schlanger
43
1
Senior Vice President and Chief Financial Officer
James D. Young
56
12
Senior Vice President and Chief Operating Officer - Fiber
Robert C. Ackerman
65
19
Senior Vice President and Chief Operating Officer - Towers and Small Cells
Kenneth J. Simon
56
2
Senior Vice President and General Counsel
Michael J. Kavanagh
49
7
Senior Vice President and Chief Commercial Officer
Philip M. Kelley
44
20
Senior Vice President - Corporate Development and Strategy

BOARD OF DIRECTORS
Name
Position
Committees
Age
Years as Director
J. Landis Martin
Chairman
NCG(1)
71
21
P. Robert Bartolo
Director
Audit, Compensation
45
3
Cindy Christy
Director
Compensation, NCG(1), Strategy
51
10
Ari Q. Fitzgerald
Director
Compensation, NCG(1), Strategy
54
15
Robert E. Garrison II
Director
Audit, Compensation
75
12
Lee W. Hogan
Director
Audit, Compensation, Strategy
73
16
Edward C. Hutcheson
Director
Strategy
72
22
Robert F. McKenzie
Director
Audit, Strategy
73
22
Anthony J. Melone
Director
NCG(1), Strategy
57
2
W. Benjamin Moreland
Director
 
54
11
Jay A. Brown
Director
 
44
1
(1)
Nominating & Corporate Governance Committee


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Third Quarter 2017
COMPANY
OVERVIEW
 FINANCIALS & METRICS
ASSET PORTFOLIO OVERVIEW
CAPITALIZATION OVERVIEW
APPENDIX

RESEARCH COVERAGE
Equity Research
Bank of America
David Barden
(646) 855-1320
Barclays
Amir Rozwadowski
(212) 526-4043
BTIG
Walter Piecyk
(646) 450-9258
Citigroup
Michael Rollins
(212) 816-1116
Cowen and Company
Colby Synesael
(646) 562-1355
Deutsche Bank
Matthew Niknam
(212) 250-4711
Goldman Sachs
Brett Feldman
(212) 902-8156
Guggenheim
Robert Gutman
(212) 518-9148
Jefferies
Mike McCormack
(212) 284-2516
JPMorgan
Philip Cusick
(212) 622-1444
Macquarie
Amy Yong
(212) 231-2624
MoffettNathanson
Nick Del Deo
(212) 519-0025
Morgan Stanley
Simon Flannery
(212) 761-6432
New Street Research
Spencer Kurn
(212) 921-2067
Oppenheimer & Co.
Timothy Horan
(212) 667-8137
Pacific Crest Securities
Brandon Nispel
(503) 821-3871

Raymond James
Ric Prentiss
(727) 567-2567


RBC Capital Markets
Jonathan Atkin
(415) 633-8589


SunTrust Robinson Humphrey
Greg Miller
(212) 303-4169


UBS
Batya Levi
(212) 713-8824

Wells Fargo Securities, LLC
Jennifer Fritzsche
(312) 920-3548
 
 
 
Rating Agency
Fitch
John Culver
(312) 368-3216
Moody’s
Phil Kibel
(212) 553-1653
Standard & Poor’s
Ryan Gilmore
(212) 438-0602

HISTORICAL COMMON STOCK DATA
 
Three Months Ended
(in millions, except per share data)
9/30/17
6/30/17
3/31/17
12/31/16
9/30/16
High price(1)
$
107.90

$
103.06

$
93.72

$
92.11

$
97.89

Low price(1)
$
92.25

$
91.49

$
81.54

$
76.17

$
86.28

Period end closing price(2)
$
99.98

$
99.27

$
92.72

$
84.28

$
90.52

Dividends paid per common share
$
0.95

$
0.95

$
0.95

$
0.95

$
0.885

Volume weighted average price for the period(1)
$
100.74

$
96.80

$
87.39

$
83.78

$
91.67

Common shares outstanding, at period end
406

366

361

361

338

Market value of outstanding common shares, at period end(3)
$
40,619

$
36,345

$
33,506

$
30,387

$
30,557

(1)
Based on the sales price, adjusted for common stock dividends, as reported by Bloomberg.
(2)
Based on the period end closing price, adjusted for common stock dividends, as reported by Bloomberg.
(3)
Period end market value of outstanding common shares is calculated as the product of (a) shares of common stock outstanding at period end and (b) closing share price at period end, adjusted for common stock dividends, as reported by Bloomberg.


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 FINANCIALS & METRICS
ASSET PORTFOLIO OVERVIEW
CAPITALIZATION OVERVIEW
APPENDIX

SUMMARY PORTFOLIO HIGHLIGHTS
(as of September 30, 2017)
 
Towers
Number of towers(1)
40,124

Average number of tenants per tower
2.2

Remaining contracted customer receivables ($ in billions)(2)
$
16

Weighted average remaining customer contract term (years)(3)
5

Percent of towers in the Top 50 / 100 Basic Trading Areas
56% / 71%

Percent of ground leased / owned (by Towers segment site rental gross margin)
62% / 38%

Weighted average maturity of ground leases (years)(4)
34

Small Cells
Number of route miles of fiber (in thousands)
32

Remaining contracted customer receivables ($ in billions)(2)
$
2

Weighted average remaining customer contract term (years)(3)
5


SUMMARY FINANCIAL HIGHLIGHTS
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(dollars in thousands, except per share amounts)
 
2017
 
2016
 
2017
 
2016
Operating Data:
 
 
 
 
 
 
 
 
Net revenues
 
 
 
 
 
 
 
 
Site rental
 
$
892,763

 
$
812,032

 
$
2,618,505

 
$
2,415,926

Network services and other
 
170,475

 
179,984

 
499,010

 
472,883

Net revenues
 
$
1,063,238

 
$
992,016

 
$
3,117,515

 
$
2,888,809

 
 
 
 
 
 
 
 
 
Costs of operations (exclusive of depreciation, amortization and accretion)
 
 
 
 
 
 
 
 
Site rental
 
$
280,667

 
$
256,750

 
$
814,969

 
$
762,223

Network services and other
 
106,707

 
109,228

 
310,137

 
286,066

Total cost of operations
 
$
387,374

 
$
365,978

 
$
1,125,106

 
$
1,048,289

 
 
 
 
 
 
 
 
 
Net income (loss) attributable to CCIC common stockholders
 
$
85,259

 
$
87,369

 
$
316,511

 
$
199,272

Net income (loss) attributable to CCIC common stockholders per share—diluted(6)
 
$
0.21

 
$
0.26

 
$
0.84

 
$
0.59

 
 
 
 
 
 
 
 
 
Non-GAAP Data(5):
 
 
 
 
 
 
 
 
Adjusted EBITDA
 
$
604,802

 
$
564,120

 
$
1,774,748

 
$
1,652,908

FFO
 
408,422

 
369,922

 
1,213,994

 
1,042,645

AFFO
 
458,537

 
415,832

 
1,348,608

 
1,203,462

AFFO per share(6)(7)
 
$
1.15

 
$
1.23

 
$
3.60

 
$
3.57

(1)
Excludes small cells and third-party land interests.
(2)
Excludes renewal terms at customers' option.
(3)
Excludes renewal terms at customers' option, weighted by site rental revenues.
(4)
Includes renewal terms at the Company's option, weighted by Towers segment site rental gross margin.
(5)
See reconciliations of Non-GAAP financial measures provided herein. See also "Definitions of Non-GAAP Measures, Segment Measures and Other Calculations" in the Appendix for a discussion of our definitions of Adjusted EBITDA, FFO and AFFO.
(6)
Based on diluted weighted-average common shares outstanding of 397.0 million, 338.4 million, 375.0 and 337.1 million for the three months ended September 30, 2017 and 2016, and the nine months ended September 30, 2017 and 2016, respectively.
(7)
For all periods presented, AFFO per share does not include any contribution from the pending Lightower acquisition, which is expected to close by year-end 2017.



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OVERVIEW
 FINANCIALS & METRICS
ASSET PORTFOLIO OVERVIEW
CAPITALIZATION OVERVIEW
APPENDIX

SUMMARY FINANCIAL HIGHLIGHTS (CONTINUED)
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(dollars in thousands, except per share amounts)
 
2017
 
2016
 
2017
 
2016
Summary Cash Flow Data:
 
 
 
 
 
 
 
 
Net cash provided by (used for) operating activities
 
$
483,182

 
$
386,534

 
$
1,417,291

 
$
1,304,715

Net cash provided by (used for) investing activities(1)
 
(296,650
)
 
(262,649
)
 
(2,970,874
)
 
(1,139,583
)
Net cash provided by (used for) financing activities
 
6,332,778

 
(169,363
)
 
7,704,255

 
(300,552
)
(dollars in thousands)
 
September 30, 2017
 
December 31, 2016
Balance Sheet Data (at period end):
 
 
 
 
Cash and cash equivalents
 
$
6,719,134

 
$
567,599

Property and equipment, net
 
10,599,604

 
9,805,315

Total assets
 
31,011,756

 
22,675,092

Total debt and other long-term obligations(2)
 
15,204,415

 
12,171,142

Total CCIC stockholders' equity
 
12,672,332

 
7,557,115

(dollars in thousands, except per share amounts)
 
Three Months Ended September 30, 2017
Other Data:
 
 
Net debt to last quarter annualized Adjusted EBITDA(3)
 
3.6
x
Dividend per common share
 
$
0.95


OUTLOOK FOR FOURTH QUARTER 2017, FULL YEAR 2017 AND FULL YEAR 2018
(dollars in millions, except per share amounts)
Fourth Quarter 2017
Full Year 2017(4)
Full Year 2018(4)
Site rental revenues
$904
to
$909
$3,522
to
$3,527
$4,546
to
$4,591
Site rental cost of operations(5)
$281
to
$286
$1,096
to
$1,101
$1,360
to
$1,405
Net income (loss)
$91
to
$116
$438
to
$463
$515
to
$595
Net income (loss) per sharediluted(6)(9)
$0.22
to
$0.28
$1.14
to
$1.21
$1.26
to
$1.46
Adjusted EBITDA(7)
$624
to
$629
$2,399
to
$2,404
$3,013
to
$3,058
Interest expense and amortization of deferred financing costs(8)
$159
to
$164
$590
to
$595
$644
to
$689
FFO(7)
$376
to
$381
$1,590
to
$1,595
$1,910
to
$1,955
AFFO(7)
$430
to
$435
$1,779
to
$1,784
$2,219
to
$2,264
AFFO per share(6)(7)
$1.05
to
$1.07
$4.64
to
$4.65
$5.44
to
$5.55
(1)
Includes net cash used for acquisitions of approximately $9 million and $51 million for the three months ended September 30, 2017 and 2016, respectively and $2.1 billion and $545 million for the nine months ended September 30, 2017 and 2016, respectively.
(2)
Balances reflect debt issuance costs as a direct reduction from the respective carrying amounts of debt, with the exception of debt issuance costs associated with the Company's revolving credit facilities.
(3)
The Net Debt to Last Quarter Annualized Adjusted EBITDA calculation does not give effect to (1) the pending Lightower acquisition, as this pending acquisition is expected to close during the fourth quarter of 2017 and (2) the Company's expected use of cash proceeds from the Lightower Financings to fund the pending Lightower acquisition.
(4)
Except for the impact related to the Lightower Financings, the full year 2017 Outlook does not include any contribution from the pending acquisition of Lightower, which is expected to close by year-end 2017. Full year 2018 outlook includes the expected contribution from the pending acquisition of Lightower.
(5)
Exclusive of depreciation, amortization and accretion.
(6)
The assumption for fourth quarter 2017, full year 2017 and full year 2018 diluted weighted-average common shares outstanding is 408.0 million, 383.4 million and 408.0 million, respectively, based on diluted common shares outstanding as of September 30, 2017. For all periods presented, the diluted weighted-average common shares outstanding assumes no conversion of 6.875% Mandatory Convertible Preferred Stock in the share count.
(7)
See reconciliation of this non-GAAP financial measure to net income (loss) and definition included herein. Our AFFO for historical periods may not be comparable to those periods presented prospectively from and after January 1, 2018, including our full year 2018 Outlook herein. See also "Definitions of Non-GAAP Financial Measures, Segment Measures and Other Calculations" in the Appendix for further information.
(8)
See the reconciliation of "components of interest expense and amortization of deferred financing costs" in the Appendix.
(9)
Calculated using net income (loss) attributable to CCIC common stockholders.


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OVERVIEW
 FINANCIALS & METRICS
ASSET PORTFOLIO OVERVIEW
CAPITALIZATION OVERVIEW
APPENDIX

OUTLOOK FOR FULL YEAR 2017 COMPONENTS OF CHANGES IN SITE RENTAL REVENUES
(dollars in millions)
Midpoint of
Full Year
2017 Outlook
 
Full Year 2018 Outlook
Components of changes in site rental revenues(7):
 
 
 
Prior year site rental revenues exclusive of straight-line associated with fixed escalators(1)(3)
$3,186
 
$3,534
 
 
 
 
New leasing activity(1)(3)
172
 
190-220
Escalators
84
 
80-90
Non-renewals
(90)
 
(95)-(75)
Organic Contribution to Site Rental Revenues(4)
166
 
185-225
Straight-lined revenues associated with fixed escalators
(10)
 
(65)-(45)
Acquisitions and builds(2)
183
 
885-905
Other
 
Total GAAP site rental revenues
$3,525
 
$4,546-$4,591
 
 
 
 
Year-over-year changes in revenue:(6)
 
 
 
Reported GAAP site rental revenues
9.0%
 
29.6%
Organic Contribution to Site Rental Revenues(4)(5)
5.2%
 
5.8%
(1)
Includes revenues from amortization of prepaid rent in accordance with GAAP.
(2)
The financial impact of acquisitions, as measured by the initial contribution, and tower builds is excluded from Organic Contribution to Site Rental Revenues until the one-year anniversary of the acquisition or build.
(3)
Includes revenues from the construction of new small cell nodes, exclusive of straight-lined revenues related to fixed escalators.
(4)
See definitions provided herein.
(5)
Calculated as the percentage change from prior year site rental revenues exclusive of straight-lined revenues associated with fixed escalations compared to Organic Contribution to Site Rental Revenues for the current period.
(6)
Calculated based on midpoint of Full Year 2017 Outlook and Full Year 2018 Outlook.
(7)
See additional information regarding Crown Castle's site rental revenues including projected revenue from customer licenses, tenant non-renewals, straight-lined revenues and prepaid rent herein.


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ASSET PORTFOLIO OVERVIEW
CAPITALIZATION OVERVIEW
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CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)
(dollars in thousands, except share amounts)
September 30,
2017
 
December 31,
2016
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
6,719,134

 
$
567,599

Restricted cash
115,730

 
124,547

Receivables, net
317,856

 
373,532

Prepaid expenses
167,235

 
128,721

Other current assets
154,600

 
130,362

Total current assets
7,474,555

 
1,324,761

Deferred site rental receivables
1,285,547

 
1,317,658

Property and equipment, net
10,599,604

 
9,805,315

Goodwill
6,905,922

 
5,757,676

Other intangible assets, net
3,885,311

 
3,650,072

Long-term prepaid rent and other assets, net
860,817

 
819,610

Total assets
$
31,011,756

 
$
22,675,092

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
179,335

 
$
188,516

Accrued interest
99,467

 
97,019

Deferred revenues
387,447

 
353,005

Other accrued liabilities
268,424

 
221,066

Current maturities of debt and other obligations
114,198

 
101,749

Total current liabilities
1,048,871

 
961,355

Debt and other long-term obligations
15,090,217

 
12,069,393

Other long-term liabilities
2,200,336

 
2,087,229

Total liabilities
18,339,424

 
15,117,977

Commitments and contingencies
 
 
 
CCIC stockholders' equity:
 
 
 
Common stock, $0.01 par value; 600,000,000 shares authorized; shares issued and outstanding: September 30, 2017—406,274,802 and December 31, 2016—360,536,659
4,063

 
3,605

6.875% Mandatory Convertible Preferred Stock, Series A, $0.01 par value; 20,000,000 shares authorized; shares issued and outstanding: September 30, 2017—1,650,000 and December 31, 2016—0; aggregate liquidation value: September 30, 2017—$1,650,000 and December 31, 2016—$0
17

 

Additional paid-in capital
16,818,738

 
10,938,236

Accumulated other comprehensive income (loss)
(4,959
)
 
(5,888
)
Dividends/distributions in excess of earnings
(4,145,527
)
 
(3,378,838
)
Total equity
12,672,332

 
7,557,115

Total liabilities and equity
$
31,011,756

 
$
22,675,092




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Crown Castle International Corp.
Third Quarter 2017
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OVERVIEW
FINANCIALS & METRICS
ASSET PORTFOLIO OVERVIEW
CAPITALIZATION OVERVIEW
APPENDIX

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(dollars in thousands, except share and per share amounts)
2017
 
2016
 
2017
 
2016
Net revenues:
 
 
 
 
 
 
 
Site rental
$
892,763

 
$
812,032

 
$
2,618,505

 
$
2,415,926

Network services and other
170,475

 
179,984

 
499,010

 
472,883

Net revenues
1,063,238

 
992,016

 
3,117,515

 
2,888,809

Operating expenses:
 
 
 
 
 
 
 
Costs of operations (exclusive of depreciation, amortization and accretion):
 
 
 
 
 
 
 
Site rental
280,667

 
256,750

 
814,969

 
762,223

Network services and other
106,707

 
109,228

 
310,137

 
286,066

General and administrative
100,772

 
89,941

 
299,232

 
278,909

Asset write-down charges
5,312

 
8,339

 
10,284

 
28,251

Acquisition and integration costs
13,180

 
2,680

 
27,080

 
11,459

Depreciation, amortization and accretion
296,033

 
280,824

 
880,197

 
834,725

Total operating expenses
802,671

 
747,762

 
2,341,899

 
2,201,633

Operating income (loss)
260,567

 
244,254

 
775,616

 
687,176

Interest expense and amortization of deferred financing costs
(154,146
)
 
(129,916
)
 
(430,402
)
 
(385,656
)
Gains (losses) on retirement of long-term obligations

 
(10,274
)
 
(3,525
)
 
(52,291
)
Interest income
11,188

 
175

 
12,585

 
454

Other income (expense)
(32
)
 
(832
)
 
3,462

 
(4,623
)
Income (loss) before income taxes
117,577

 
103,407

 
357,736

 
245,060

Benefit (provision) for income taxes
(2,383
)
 
(5,041
)
 
(11,290
)
 
(12,797
)
Net income (loss)
115,194

 
98,366

 
346,446

 
232,263

Dividends on preferred stock
(29,935
)
 
(10,997
)
 
(29,935
)
 
(32,991
)
Net income (loss) attributable to CCIC common stockholders
$
85,259

 
$
87,369

 
$
316,511

 
$
199,272

 
 
 
 
 
 
 
 
Net income (loss) attributable to CCIC common stockholders, per common share:
 
 
 
 
 
 
 
Net income (loss) attributable to CCIC common stockholders—basic
$
0.22

 
$
0.26

 
$
0.85

 
$
0.59

Net income (loss) attributable to CCIC common stockholders—diluted
$
0.21

 
$
0.26

 
$
0.84

 
$
0.59

 
 
 
 
 
 
 
 
Weighted-average common shares outstanding (in thousands):
 
 
 
 
 
 
 
Basic
395,359

 
337,564

 
373,561

 
336,426

Diluted
397,035

 
338,409

 
374,992

 
337,076




10

Crown Castle International Corp.
Third Quarter 2017
COMPANY
OVERVIEW
FINANCIALS & METRICS
ASSET PORTFOLIO OVERVIEW
CAPITALIZATION OVERVIEW
APPENDIX




SEGMENT OPERATING RESULTS
 
Three Months Ended September 30, 2017
 
Three Months Ended September 30, 2016
(dollars in thousands)
Towers
 
Small Cells
 
Other
 
Consolidated Total
 
Towers
 
Small Cells
 
Other
 
Consolidated Total
Segment site rental revenues
$
724,813

 
$
167,950

 
 
 
$
892,763

 
$
709,603

 
$
102,429

 
 
 
$
812,032

Segment network service and other revenue
153,001

 
17,474

 
 
 
170,475

 
166,979

 
13,005

 
 
 
179,984

Segment revenues
877,814

 
185,424

 
 
 
1,063,238

 
876,582

 
115,434

 
 
 
992,016

Segment site rental cost of operations
212,037

 
59,319

 
 
 
271,356

 
210,322

 
37,754

 
 
 
248,076

Segment network service and other cost of operations
90,845

 
14,245

 
 
 
105,090

 
97,395

 
10,194

 
 
 
107,589

Segment cost of operations(1)
302,882

 
73,564

 
 
 
376,446

 
307,717

 
47,948

 
 
 
355,665

Segment site rental gross margin(2)
512,776

 
108,631

 
 
 
621,407

 
499,281

 
64,675

 
 
 
563,956

Segment network services and other gross margin(2)
62,156

 
3,229

 
 
 
65,385

 
69,584

 
2,811

 
 
 
72,395

Segment general and administrative expenses(1)
22,490

 
18,415

 
41,085

 
81,990

 
22,225

 
14,480

 
35,526

 
72,231

Segment operating profit(2)
552,442

 
93,445

 
(41,085
)
 
604,802

 
546,640

 
53,006

 
(35,526
)
 
564,120

Stock-based compensation expense
 
 
 
 
24,681

 
24,681

 
 
 
 
 
22,594

 
22,594

Depreciation, amortization and accretion
 
 
 
 
296,033

 
296,033

 
 
 
 
 
280,824

 
280,824

Interest expense and amortization of deferred financing costs
 
 
 
 
154,146

 
154,146

 
 
 
 
 
129,916

 
129,916

Other income (expenses) to reconcile to income (loss) from continuing operations before income taxes(3)
 
 
 
 
12,365

 
12,365

 
 
 
 
 
27,379

 
27,379

Income (loss) from continuing operations before income taxes
 
 
 
 
 
 
$
117,577

 
 
 
 
 
 
 
$
103,407

(1)
Segment cost of operations exclude (1) stock-based compensation expense of $5.9 million and $4.9 million for the three months ended September 30, 2017 and 2016, respectively and (2) prepaid lease purchase price adjustments of $5.0 million and $5.4 million for the three months ended September 30, 2017 and 2016, respectively. Segment general and administrative expenses exclude stock-based compensation expense of $18.8 million and $17.7 million for the three months ended September 30, 2017 and 2016, respectively.
(2)
See "Definitions of Non-GAAP Financial Measures, Segment Measures and Other Calculations" in the Appendix for a discussion of our definitions of segment site rental gross margin, segment network service and other gross margin and segment operating profit.
(3)
See condensed consolidated statement of operations for further information.


11

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COMPANY
OVERVIEW
FINANCIALS & METRICS
ASSET PORTFOLIO OVERVIEW
CAPITALIZATION OVERVIEW
APPENDIX




SEGMENT OPERATING RESULTS
 
Nine Months Ended September 30, 2017
 
Nine Months Ended September 30, 2016
(dollars in thousands)
Towers
 
Small Cells
 
Other
 
Consolidated Total
 
Towers
 
Small Cells
 
Other
 
Consolidated Total
Segment site rental revenues
$
2,158,994

 
$
459,511

 
 
 
$
2,618,505

 
$
2,118,159

 
$
297,767

 
 
 
$
2,415,926

Segment network service and other revenue
460,593

 
38,417

 
 
 
499,010

 
434,042

 
38,841

 
 
 
472,883

Segment revenues
2,619,587

 
497,928

 
 
 
3,117,515

 
2,552,201

 
336,608

 
 
 
2,888,809

Segment site rental cost of operations
632,705

 
158,426

 
 
 
791,131

 
625,331

 
109,402

 
 
 
734,733

Segment network service and other cost of operations
275,618

 
31,078

 
 
 
306,696

 
249,306

 
30,652

 
 
 
279,958

Segment cost of operations(1)
908,323

 
189,504

 
 
 
1,097,827

 
874,637

 
140,054

 
 
 
1,014,691

Segment site rental gross margin(2)
1,526,289

 
301,085

 
 
 
1,827,374

 
1,492,828

 
188,365

 
 
 
1,681,193

Segment network services and other gross margin(2)
184,975

 
7,339

 
 
 
192,314

 
184,736

 
8,189

 
 
 
192,925

Segment general and administrative expenses(1)
69,125

 
54,770

 
121,045

 
244,940

 
68,329

 
45,720

 
107,161

 
221,210

Segment operating profit(2)
1,642,139

 
253,654

 
(121,045
)
 
1,774,748

 
1,609,235

 
150,834

 
(107,161
)
 
1,652,908

Stock-based compensation expense
 
 
 
 
66,458

 
66,458

 
 
 
 
 
75,297

 
75,297

Depreciation, amortization and accretion
 
 
 
 
880,197

 
880,197

 
 
 
 
 
834,725

 
834,725

Interest expense and amortization of deferred financing costs
 
 
 
 
430,402

 
430,402

 
 
 
 
 
385,656

 
385,656

Other income (expenses) to reconcile to income (loss) from continuing operations before income taxes(3)
 
 
 
 
39,955

 
39,955

 
 
 
 
 
112,170

 
112,170

Income (loss) from continuing operations before income taxes
 
 
 
 
 
 
$
357,736

 
 
 
 
 
 
 
$
245,060

(1)
Segment cost of operations exclude (1) stock-based compensation expense of $12.2 million and $17.6 million for the nine months ended September 30, 2017 and 2016, respectively and (2) prepaid lease purchase price adjustments of $15.1 million and $16.0 million for the nine months ended September 30, 2017 and 2016, respectively. Segment general and administrative expenses exclude stock-based compensation expense of $54.3 million and $57.7 million for the nine months ended September 30, 2017 and 2016, respectively.
(2)
See "Definitions of Non-GAAP Financial Measures, Segment Measures and Other Calculations" in the Appendix for a discussion of our definitions of segment site rental gross margin, segment network service and other gross margin and segment operating profit.
(3)
See condensed consolidated statement of operations for further information.




12

Crown Castle International Corp.
Third Quarter 2017
COMPANY
OVERVIEW
FINANCIALS & METRICS
ASSET PORTFOLIO OVERVIEW
CAPITALIZATION OVERVIEW
APPENDIX

FFO AND AFFO RECONCILIATIONS
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(dollars in thousands, except share and per share amounts)
2017
 
2016
 
2017
 
2016
Net income (loss)
$
115,194

 
$
98,366

 
$
346,446

 
$
232,263

Real estate related depreciation, amortization and accretion
287,917

 
274,214

 
857,265

 
815,122

Asset write-down charges
5,312

 
8,339

 
10,284

 
28,251

Dividends on preferred stock

 
(10,997
)
 

 
(32,991
)
FFO(1)(2)(4)(5)
$
408,422

 
$
369,922

 
$
1,213,994

 
$
1,042,645

Weighted average common shares outstanding—diluted(3)
397,035

 
338,409

 
374,992

 
337,076

FFO per share(1)(4)(5)
$
1.03

 
$
1.09

 
$
3.24

 
$
3.09

 
 
 
 
 
 
 
 
FFO (from above)
$
408,422

 
$
369,922

 
$
1,213,994

 
$
1,042,645

Adjustments to increase (decrease) FFO:
 
 
 
 
 
 
 
Straight-lined revenue
3,409

 
(8,836
)
 
2,954

 
(42,375
)
Straight-lined expense
24,032

 
23,486

 
69,903

 
71,132

Stock-based compensation expense
24,681

 
22,594

 
66,458

 
75,297

Non-cash portion of tax provision
(1,491
)
 
3,484

 
(2,704
)
 
5,230

Non-real estate related depreciation, amortization and accretion
8,116

 
6,611

 
22,932

 
19,604

Amortization of non-cash interest expense
2,381

 
3,300

 
7,637

 
11,293

Other (income) expense
32

 
832

 
(3,462
)
 
4,623

Gains (losses) on retirement of long-term obligations

 
10,274

 
3,525

 
52,291

Acquisition and integration costs
13,180

 
2,680

 
27,080

 
11,459

Capital improvement capital expenditures
(10,860
)
 
(10,040
)
 
(27,325
)
 
(25,351
)
Corporate capital expenditures
(13,367
)
 
(8,474
)
 
(32,387
)
 
(22,385
)
AFFO(1)(2)(4)(5)
$
458,537

 
$
415,832

 
$
1,348,608

 
$
1,203,462

Weighted average common shares outstanding—diluted(3)
397,035

 
338,409

 
374,992

 
337,076

AFFO per share(1)(4)(5)(6)
$
1.15

 
$
1.23

 
$
3.60

 
$
3.57


(1)
See "Definitions of Non-GAAP Measures, Segment Measures and Other Calculations" in the Appendix for a discussion of our definitions of FFO and AFFO.
(2)
FFO and AFFO are reduced by cash paid for preferred stock dividends during the period in which they are paid.
(3)
Based on the diluted weighted-average common shares outstanding for the three and nine months ended September 30, 2017 and 2016. The diluted weighted-average common shares assumes no conversion of preferred stock in the share count.
(4)
The above reconciliation excludes line items included in our definition which are not applicable for the periods shown.
(5)
Attributable to CCIC common stockholders.
(6)
For all periods presented, AFFO per share does not include any contribution from the pending Lightower acquisition, which is expected to close by year-end 2017.



13

Crown Castle International Corp.
Third Quarter 2017
COMPANY
OVERVIEW
FINANCIALS & METRICS
ASSET PORTFOLIO OVERVIEW
CAPITALIZATION OVERVIEW
APPENDIX

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
 
Nine Months Ended September 30,
(dollars in thousands)
2017
 
2016
Cash flows from operating activities:
 
 
 
Net income (loss)
$
346,446

 
$
232,263

Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
 
 
 
Depreciation, amortization and accretion
880,197

 
834,725

Gains (losses) on retirement of long-term obligations
3,525

 
52,291

Amortization of deferred financing costs and other non-cash interest
7,637

 
11,293

Stock-based compensation expense
67,264

 
60,402

Asset write-down charges
10,284

 
28,251

Deferred income tax benefit (provision)
330

 
6,626

Other non-cash adjustments, net
(3,159
)
 
1,548

Changes in assets and liabilities, excluding the effects of acquisitions:
 
 
 
Increase (decrease) in liabilities
61,988

 
122,944

Decrease (increase) in assets
42,779

 
(45,628
)
Net cash provided by (used for) operating activities
1,417,291

 
1,304,715

Cash flows from investing activities:
 
 
 
Payments for acquisition of businesses, net of cash acquired
(2,112,887
)
 
(545,162
)
Capital expenditures
(851,512
)
 
(614,178
)
Net (payments) receipts from settled swaps
(328
)
 
8,141

Other investing activities, net
(6,147
)
 
11,616

Net cash provided by (used for) investing activities
(2,970,874
)
 
(1,139,583
)
Cash flows from financing activities:
 
 
 
Proceeds from issuance of long-term debt
3,092,323

 
5,201,010

Principal payments on debt and other long-term obligations
(89,817
)
 
(69,717
)
Purchases and redemptions of long-term debt

 
(4,044,834
)
Borrowings under revolving credit facility
1,755,000

 
3,440,000

Payments under revolving credit facility
(1,755,000
)
 
(4,155,000
)
Payments for financing costs
(26,684
)
 
(41,471
)
Net proceeds from issuance of common stock
4,220,766

 
323,798

Purchases of capital stock
(23,037
)
 
(24,759
)
Net proceeds from issuance of preferred stock
1,607,759

 

Dividends/distributions paid on common stock
(1,082,015
)
 
(896,628
)
Dividends paid on preferred stock

 
(32,991
)
Net (increase) decrease in restricted cash
4,960

 
40

Net cash provided by (used for) financing activities
7,704,255

 
(300,552
)
Net increase (decrease) in cash and cash equivalents - continuing operations
6,150,672

 
(135,420
)
Discontinued operations:
 
 
 
Net cash provided by (used for) investing activities

 
113,150

Net increase (decrease) in cash and cash equivalents - discontinued operations

 
113,150

Effect of exchange rate changes
863

 
(321
)
Cash and cash equivalents at beginning of period
567,599

 
178,810

Cash and cash equivalents at end of period
$
6,719,134

 
$
156,219

Supplemental disclosure of cash flow information:
 
 
 
Interest paid
420,317

 
357,094

Income taxes paid
13,853

 
11,740



14

Crown Castle International Corp.
Third Quarter 2017
COMPANY
OVERVIEW
FINANCIALS & METRICS
ASSET PORTFOLIO OVERVIEW
CAPITALIZATION OVERVIEW
APPENDIX


COMPONENTS OF CHANGES IN SITE RENTAL REVENUES
 
Three Months Ended September 30,
(dollars in millions)
2017
 
2016
Components of changes in site rental revenues(6):
 
 
 
Prior year site rental revenues exclusive of straight-line associated with fixed escalators(1)(3)
$
803

 
$
737

 
 
 
 
New leasing activity(1)(3)
40

 
45

Escalators
21

 
22

Non-renewals
(20
)
 
(20
)
Organic Contribution to Site Rental Revenues(4)
41

 
47

Straight-lined revenues associated with fixed escalators
(3
)
 
9

Acquisitions and builds(2)
52

 
19

Other

 

Total GAAP site rental revenues
$
893

 
$
812

 
 
 
 
Year-over-year changes in revenue:
 
 
 
Reported GAAP site rental revenues
10.0
%
 
 
Organic Contribution to Site Rental Revenues(4)(5)
5.1
%
 
 

(1)
Includes revenues from amortization of prepaid rent in accordance with GAAP.
(2)
The financial impact of acquisitions, as measured by the initial contribution, and tower builds is excluded from Organic Contribution to Site Rental Revenues until the one-year anniversary of the acquisition or build.
(3)
Includes revenues from the construction of new small cell nodes, exclusive of straight-lined revenues related to fixed escalators.
(4)
See definitions provided herein.
(5)
Calculated as the percentage change from prior year site rental revenues exclusive of straight-lined revenues associated with fixed escalations compared to Organic Contribution to Site Rental Revenues for the current period.
(6)
See additional information regarding Crown Castle's site rental revenues including projected revenue from customer licenses, tenant non-renewals, straight-lined revenues and prepaid rent herein.


15

Crown Castle International Corp.
Third Quarter 2017
COMPANY
OVERVIEW
FINANCIALS & METRICS
ASSET PORTFOLIO OVERVIEW
CAPITALIZATION OVERVIEW
APPENDIX

SUMMARY OF SITE RENTAL STRAIGHT-LINED REVENUES AND EXPENSES ASSOCIATED WITH FIXED ESCALATORS(1)
 
Three Months Ended September 30,
 
2017
 
2016
(dollars in thousands)
Towers
 
Small Cells
 
Total
 
Towers
 
Small Cells
 
Total
Site rental straight-lined revenue
$
(5,501
)
 
$
2,092

 
$
(3,409
)
 
$
6,571

 
$
2,265

 
$
8,836

Site rental straight-lined expenses
23,833

 
199

 
24,032

 
23,413

 
73

 
23,486

 
Nine Months Ended September 30,
 
2017
 
2016
(dollars in thousands)
Towers
 
Small Cells
 
Total
 
Towers
 
Small Cells
 
Total
Site rental straight-lined revenue
$
(9,883
)
 
$
6,929

 
$
(2,954
)
 
$
35,328

 
$
7,047

 
$
42,375

Site rental straight-lined expenses
69,244

 
659

 
69,903

 
70,983

 
149

 
71,132


SUMMARY OF PREPAID RENT ACTIVITY(2)
 
Three Months Ended September 30,
 
2017
 
2016
(dollars in thousands)
Towers
 
Small Cells
 
Total
 
Towers
 
Small Cells
 
Total
Prepaid rent received
$
29,215

 
$
61,568

 
$
90,783

 
$
24,275

 
$
42,917

 
$
67,192

Amortization of prepaid rent
30,826

 
32,894

 
63,720

 
26,223

 
24,547

 
50,770

 
Nine Months Ended September 30,
 
2017
 
2016
(dollars in thousands)
Towers
 
Small Cells
 
Total
 
Towers
 
Small Cells
 
Total
Prepaid rent received
$
92,565

 
$
135,824

 
$
228,389

 
$
112,337

 
$
101,017

 
$
213,354

Amortization of prepaid rent
87,914

 
86,904

 
174,818

 
76,850

 
74,007

 
150,857


(1)
In accordance with GAAP accounting, if payment terms call for fixed escalations, or rent free periods, the revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the contract. Since the Company recognizes revenue on a straight-line basis, a portion of the site rental revenue in a given period represents cash collected or contractually collectible in other periods.
(2)
Reflects up front payments received from long-term tenant contracts and other deferred credits (commonly referred to as prepaid rent), and the amortization thereof for GAAP revenue recognition purposes.


16

Crown Castle International Corp.
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COMPANY
OVERVIEW
FINANCIALS & METRICS
ASSET PORTFOLIO OVERVIEW
CAPITALIZATION OVERVIEW
APPENDIX

SUMMARY OF CAPITAL EXPENDITURES
 
Three Months Ended September 30,
 
2017
 
2016
(dollars in thousands)
Towers
 
Small Cells
 
Other
 
Total
 
Towers
 
Small Cells
 
Other
 
Total
Discretionary:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchases of land interests
$
23,659

 
$

 
$

 
$
23,659

 
$
17,438

 
$

 
$

 
$
17,438

Wireless infrastructure construction and improvements
72,511

 
167,753

 

 
240,264

 
76,590

 
108,639

 

 
185,229

Sustaining:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital improvement and corporate
12,455

 
3,897

 
7,876

 
24,228

 
9,651

 
3,246

 
5,617

 
18,514

Total
$
108,625

 
$
171,650

 
$
7,876

 
$
288,151

 
$
103,679

 
$
111,885

 
$
5,617

 
$
221,181



PROJECTED REVENUE FROM CUSTOMER LICENSES(1)
 
Years Ended December 31,
(as of September 30, 2017; dollars in millions)
2018
2019
2020
2021
Components of site rental revenue:
 
 
 
 
Site rental revenues exclusive of straight-line associated with fixed escalators
$
3,651

$
3,723

$
3,801

$
3,879

Straight-lined site rental revenues associated with fixed escalators
(70
)
(131
)
(191
)
(240
)
GAAP site rental revenue
$
3,581

$
3,592

$
3,610

$
3,639


PROJECTED GROUND LEASE EXPENSE FROM EXISTING GROUND LEASES(2)
 
Years Ended December 31,
(as of September 30, 2017; dollars in millions)
2018
2019
2020
2021
Components of ground lease expense:
 
 
 
 
Ground lease expense exclusive of straight-line associated with fixed escalators
$
632

$
646

$
663

$
682

Straight-lined site rental ground lease expense associated with fixed escalators
80

69

59

46

GAAP ground lease expense
$
712

$
716

$
721

$
728

(1)
Based on customer licenses as of September 30, 2017. All customer licenses are assumed to renew for a new term at current term end date. CPI-linked customer contracts are assumed to escalate at 3% per annum.
(2)
Based on existing ground leases as of September 30, 2017. CPI-linked leases are assumed to escalate at 3% per annum.


17

Crown Castle International Corp.
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COMPANY
OVERVIEW
FINANCIALS & METRICS
ASSET PORTFOLIO OVERVIEW
CAPITALIZATION OVERVIEW
APPENDIX

ANNUALIZED RENTAL CASH PAYMENTS AT TIME OF RENEWAL(1)
 
Years Ended December 31,
(as of September 30, 2017; dollars in millions)
2018
2019
2020
2021
AT&T
$
38

$
36

$
44

$
74

Sprint
37

39

22

39

T-Mobile
26

59

21

31

Verizon
21

20

29

26

All Others Combined
60

50

48

37

Total
$
181

$
205

$
163

$
207


ESTIMATED REDUCTION TO SITE RENTAL REVENUES FROM NON-RENEWALS FROM LEAP, METROPCS AND CLEARWIRE NETWORK DECOMMISSIONING(2)(3) (dollars in millions)
2017
2018
Thereafter
Total
$50-$55
$30-$40
$35-$60
$115-$155

CUSTOMER OVERVIEW
(as of September 30, 2017)
Percentage of Q3 2017 LQA Site
Rental Revenues
Weighted Average Current
Term Remaining(4)
Long-Term Credit Rating
(S&P / Moody’s)
AT&T
26%
6
BBB+ / Baa1
T-Mobile
23%
5
BB
Verizon
20%
6
BBB+ / Baa1
Sprint
16%
5
B / B2
All Others Combined
15%
4
N/A
Total / Weighted Average
100%
5
 
(1)
Reflects lease renewals by year by customer; dollar amounts represent annualized cash site rental revenues from assumed renewals or extension as reflected in the table "Projected Revenue from Customer Contracts."
(2)
Estimated impact to site rental revenues in the applicable period based on the anticipated timing and amount of decommissioning activity, as of September 30, 2017.
(3)
Depending on the eventual network deployment and decommissioning plans of AT&T, T-Mobile and Sprint, the impact and timing of such renewals may vary from Crown Castle's expectations.
(4)
Weighted by site rental revenue contributions; excludes renewals at the customers' option.


18

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COMPANY
OVERVIEW
FINANCIALS & METRICS
ASSET PORTFOLIO OVERVIEW
CAPITALIZATION OVERVIEW
APPENDIX

SUMMARY OF TOWER PORTFOLIO BY VINTAGE
(as of September 30, 2017; dollars in thousands)
 
YIELD(1)
NUMBER OF TENANTS PER TOWER

https://cdn.kscope.io/89717205a12eea1b7e8a4290c271f0d1-supplchart-09876q115aa11.jpghttps://cdn.kscope.io/89717205a12eea1b7e8a4290c271f0d1-supplchart10925q1152aa11.jpg
LQA SITE RENTAL REVENUE PER TOWER
LQA TOWERS SEGMENT SITE RENTAL GROSS MARGIN PER TOWER
https://cdn.kscope.io/89717205a12eea1b7e8a4290c271f0d1-supplchart11895q1155aa11.jpghttps://cdn.kscope.io/89717205a12eea1b7e8a4290c271f0d1-q22017suppl_chart-11338a02.jpg
INVESTED CAPITAL PER TOWER(2)
NUMBER OF TOWERS
https://cdn.kscope.io/89717205a12eea1b7e8a4290c271f0d1-q22017suppl_chart-12570a02.jpghttps://cdn.kscope.io/89717205a12eea1b7e8a4290c271f0d1-supplchart15q1a05.jpg

(1)
Yield is calculated as LQA Towers segment site rental gross margin divided by invested capital.
(2)
Reflects gross total assets, including incremental capital invested by the Company since time of acquisition or construction completion. Inclusive of invested capital related to land at the tower site.

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ASSET PORTFOLIO OVERVIEW
CAPITALIZATION OVERVIEW
APPENDIX


PORTFOLIO OVERVIEW(1)
(as of September 30, 2017; dollars in thousands)
NUMBER OF TOWERS
TENANTS PER TOWER
LQA SITE RENTAL REVENUE PER TOWER
https://cdn.kscope.io/89717205a12eea1b7e8a4290c271f0d1-suppl_chart-a11.jpghttps://cdn.kscope.io/89717205a12eea1b7e8a4290c271f0d1-supplchart11169q1158aa11.jpghttps://cdn.kscope.io/89717205a12eea1b7e8a4290c271f0d1-supplchartaa11.jpg


(1)
Includes towers and rooftops, excludes small cells and third-party land interests.


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APPENDIX


DISTRIBUTION OF TOWER TENANCY (as of September 30, 2017)
PERCENTAGE OF TOWERS BY TENANTS PER TOWER(1)
SITES ACQUIRED AND BUILT 2006 AND PRIOR
SITES ACQUIRED AND BUILT 2007 TO PRESENT
https://cdn.kscope.io/89717205a12eea1b7e8a4290c271f0d1-suppl_chart-19880a11.jpghttps://cdn.kscope.io/89717205a12eea1b7e8a4290c271f0d1-supplchart09846q1153aa11.jpg
Average: 2.6
Average: 2.0
 
 
GEOGRAPHIC TOWER DISTRIBUTION (as of September 30, 2017)(1)
PERCENTAGE OF TOWERS BY GEOGRAPHIC LOCATION
PERCENTAGE OF LQA SITE RENTAL REVENUE BY GEOGRAPHIC LOCATION
https://cdn.kscope.io/89717205a12eea1b7e8a4290c271f0d1-supplchart11867q1159aa11.jpghttps://cdn.kscope.io/89717205a12eea1b7e8a4290c271f0d1-supplchart12868a08.jpg

(1)
Includes towers and rooftops, excludes small cells and third-party land interests.

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APPENDIX


GROUND INTEREST OVERVIEW
(as of September 30, 2017;
dollars in millions)
LQA Site Rental Revenue
Percentage of LQA Site Rental Revenue
LQA Towers Segment Site Rental Gross Margin
Percentage of LQA Towers Segment Site Rental Gross Margin
Number of Towers(1)
Percentage of Towers
Weighted Average Term Remaining (by years)(2)
Less than 10 years
$
355

12
%
$
197

10
%
5,796

14
%
 
10 to 20 years
444

16
%
233

12
%
7,725

19
%
 
Greater 20 years
1,216

43
%
804

40
%
17,022

43
%
 
Total leased
$
2,015

71
%
$
1,234

62
%
30,543

76
%
34

 
 
 
 
 
 
 
 
Owned
829

29
%
762

38
%
9,581

24
%
 
Total / Average
$
2,844

100
%
$
1,996

100
%
40,124

100
%
 

(1)
Includes towers and rooftops, excludes small cells and third-party land interests.
(2)
Includes renewal terms at the Company’s option; weighted by Towers segment site rental gross margin.

GROUND INTEREST ACTIVITY
(dollars in millions)
Three Months Ended September 30, 2017
Nine Months Ended September 30, 2017
Ground Extensions Under Crown Castle Towers:
 
 
  Number of ground leases extended
363

1,182
  Average number of years extended
35

32
Percentage increase in consolidated cash ground lease expense due to extension activities(1)
0.1
%
0.3
%
 
 
 
Ground Purchases Under Crown Castle Towers:
 
 
  Number of ground leases purchased
91

289
  Land lease purchases (including capital expenditures, acquisitions and capital leases)
$
22

$
66

Percentage of Towers segment site rental gross margin from towers residing on land purchased
<1%

<1%


(1)
Includes the impact from the amortization of lump sum payments.


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APPENDIX


CAPITALIZATION OVERVIEW
(dollars in millions)
Face Value as of 9/30/2017
Fixed vs. Variable
Secured vs. Unsecured
Interest Rate(1)
Net Debt to LQA EBITDA(2)
Maturity
Cash
$
6,719

 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Tower Revenue Notes, Series 2010-3(3)
1,250

Fixed
Secured
6.1%
 
2040(3)
Senior Secured Tower Revenue Notes, Series 2010-6(3)
1,000

Fixed
Secured
4.9%
 
2040(3)
Senior Secured Tower Revenue Notes, Series 2015-1(3)
300

Fixed
Secured
3.2%
 
2042(3)
Senior Secured Tower Revenue Notes, Series 2015-2(3)
700

Fixed
Secured
3.7%
 
2045(3)
3.849% Secured Notes
1,000

Fixed
Secured
3.8%
 
2023
Senior Secured Notes, Series 2009-1, Class A-1
38

Fixed
Secured
6.3%
 
2019
Senior Secured Notes, Series 2009-1, Class A-2
70

Fixed
Secured
9.0%
 
2029
Capital Leases & other obligations
238

Various
Secured
Various
 
Various
Total secured debt
$
4,596

 
 
4.8%
1.9x
 
Senior Unsecured Revolving Credit Facility(4)

Variable
Unsecured
2.6%
 
2022
Senior Unsecured Term Loan A
2,416

Variable
Unsecured
2.6%
 
2022
5.250% Senior Notes
1,650

Fixed
Unsecured
5.3%
 
2023
4.875% Senior Notes
850

Fixed
Unsecured
4.9%
 
2022
3.400% Senior Notes
850

Fixed
Unsecured
3.4%
 
2021
4.450% Senior Notes
900

Fixed
Unsecured
4.5%
 
2026
3.700% Senior Notes
750

Fixed
Unsecured
3.7%
 
2026
2.250% Senior Notes
700

Fixed
Unsecured
2.3%
 
2021
4.000% Senior Notes
500

Fixed
Unsecured
4.0%
 
2027
4.750% Senior Notes
350

Fixed
Unsecured
4.8%
 
2047
3.200% Senior Notes
750

Fixed
Unsecured
3.2%
 
2024
3.650% Senior Notes
1,000

Fixed
Unsecured
3.7%
 
2027
Total unsecured debt
$
10,716

 
 
3.7%
4.4x
 
Total net debt
$
8,593

 
 
4.0%
3.6x
 
Preferred Stock, at liquidation value
1,650

 
 
 
 
 
Market Capitalization(5)
40,619

 
 
 
 
 
Firm Value(6)
$
50,862

 
 
 
 
 

(1)
Represents the weighted-average stated interest rate.
(2)
Represents the applicable amount of debt divided by LQA consolidated Adjusted EBITDA. The Net Debt to Last Quarter Annualized Adjusted EBITDA calculation does not give effect to (1) the pending Lightower acquisition, as this pending acquisition is expected to close during the fourth quarter of 2017 and (2) the Company's expected use of cash proceeds from the Lightower Financings to fund the pending Lightower acquisition.
(3)
If the respective series of such debt is not paid in full on or prior to an applicable date then the Excess Cash Flow (as defined in the indenture) of the issuers of such notes will be used to repay principal of the applicable series, and additional interest (of an additional approximately 5% per annum) will accrue on the respective series. The Senior Secured Tower Revenue Notes, Series 2010-3 and 2010-6 have anticipated repayment dates in 2020. The Senior Secured Tower Revenue Notes, Series 2015-1 and 2015-2 have anticipated repayment dates of 2022 and 2025, respectively. Notes are prepayable at par if voluntarily repaid six months or less prior to maturity; earlier prepayment may require additional consideration.
(4)
As of September 30, 2017, the undrawn availability under the $3.5 billion Revolving Credit Facility is $3.5 billion.
(5)
Market capitalization calculated based on $99.98 closing price and 406 million shares outstanding as of September 30, 2017.
(6)
Represents the sum of net debt, preferred stock (at liquidation value) and market capitalization.

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APPENDIX



DEBT MATURITY OVERVIEW(1)
https://cdn.kscope.io/89717205a12eea1b7e8a4290c271f0d1-debtmaturityoverviewchart.jpg
(1)
Where applicable, maturities reflect the Anticipated Repayment Date as defined in the respective debt agreement; excludes capital leases and other obligations; amounts presented at face value net of repurchases held at CCIC.

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APPENDIX



LIQUIDITY OVERVIEW(1)
(dollars in thousands)
September 30, 2017
Cash and cash equivalents(2)
$
6,719,134

Undrawn revolving credit facility availability(3)
3,490,316

Restricted cash
120,730

Debt and other long-term obligations(4)
15,204,415

Total equity
12,672,332


(1)
We have an At-The-Market stock offering program ("ATM Program") through which we may, from time to time, issue and sell shares of our common stock having an aggregate cumulative gross sales price of up to $500.0 million to or through sales agents. As of September 30, 2017, 4.1 million shares of common stock had been sold under the ATM Program generating net proceeds of $346.3 million.
(2)
Exclusive of restricted cash. Includes net proceeds from the Lightower Financings, but not the use of net proceeds therefrom.
(3)
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 governing our Senior Unsecured Credit Facility.
(4)
Balances reflect debt issuance costs as a direct reduction from the respective carrying amounts of debt, with the exception of debt issuance costs associated with the Company's revolving credit facilities.


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APPENDIX



SUMMARY OF MAINTENANCE AND FINANCIAL COVENANTS
Debt
Borrower / Issuer
Covenant(1)
Covenant Level Requirement
 
As of September 30, 2017
Maintenance Financial Covenants(2)
2016 Credit Facility
CCIC
Total Net Leverage Ratio
≤ 6.50x
 
3.5x
2016 Credit Facility
CCIC
Total Senior Secured Leverage Ratio
≤ 3.50x
 
1.8x
2016 Credit Facility
CCIC
Consolidated Interest Coverage Ratio(3)
N/A
 
N/A
 
 
 
 
 
 
Restrictive Negative Financial Covenants
 
 
 
 
Financial covenants restricting ability to incur additional debt
2012 Secured Notes
CC Holdings GS V LLC and Crown Castle GS III Corp.
Debt to Adjusted Consolidated Cash Flow Ratio
≤ 3.50x
 
2.6x
 
 
 
 
 
 
Financial covenants requiring excess cash flows to be deposited in a cash trap reserve account and not released
2010 Tower Revenue Notes
Crown Castle Towers LLC and its Subsidiaries
Debt Service Coverage Ratio
> 1.75x
(4) 
4.7x
2015 Tower Revenue Notes
Crown Castle Towers LLC and its Subsidiaries
Debt Service Coverage Ratio
> 1.75x
(4) 
4.7x
2009 Securitized Notes
Pinnacle Towers Acquisition Holdings LLC and its Subsidiaries
Debt Service Coverage Ratio
> 1.30x
(4) 
7.3x
 
 
 
 
 
 
Financial covenants restricting ability of relevant issuer to issue additional notes under the applicable indenture
2010 Tower Revenue Notes
Crown Castle Towers LLC and its Subsidiaries
Debt Service Coverage Ratio
≥ 2.00x
(5) 
4.7x
2015 Tower Revenue Notes
Crown Castle Towers LLC and its Subsidiaries
Debt Service Coverage Ratio
≥ 2.00x
(5) 
4.7x
2009 Securitized Notes
Pinnacle Towers Acquisition Holdings LLC and its Subsidiaries
Debt Service Coverage Ratio
≥ 2.34x
(5) 
7.3x

(1)
As defined in the respective debt agreement. In the indentures for the 2010 Tower Revenue Notes, 2015 Tower Revenue Notes and the 2009 Securitized Notes, the defined term for Debt Service Coverage Ratio is "DSCR".
(2)
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.
(3)
Applicable solely to the extent that the senior unsecured debt rating by any two of S&P, Moody's and Fitch is lower than BBB-, Baa3 or BBB-, respectively. If applicable, the consolidated interest coverage ratio must be greater than or equal to 2.50.
(4)
The 2010 Tower Revenue Notes, 2015 Tower Revenue Notes, and 2009 Securitized Notes also include the potential for amortization events, which could result in applying current and future cash flow to the prepayment of debt with applicable prepayment consideration. An amortization event occurs when the Debt Service Coverage Ratio falls below 1.45x, 1.45x or 1.15x, in each case as described under the indentures for the 2010 Tower Revenue Notes, 2015 Tower Revenue Notes, or 2009 Securitized Notes, respectively.
(5)
Rating Agency Confirmation (as defined in the respective debt agreement) is also required.




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ASSET PORTFOLIO OVERVIEW
CAPITALIZATION OVERVIEW
APPENDIX



INTEREST RATE SENSITIVITY(1)
 
Years Ended December 31,
(as of September 30, 2017; dollars in millions)
2018
2019
Fixed Rate Debt:
 
 
Face Value of Principal Outstanding(2)
$
12,633

$
12,617

Current Interest Payment Obligations(3)
544

543

Effect of 0.125% Change in Interest Rates(4)


Floating Rate Debt:
 
 
Face Value of Principal Outstanding(2)
$
2,339

$
2,216

Current Interest Payment Obligations(5)
71

74

Effect of 0.125% Change in Interest Rates(6)
3

3


(1)
Excludes capital lease and other obligations.
(2)
Face value net of required amortizations; assumes no maturity or balloon principal payments; excludes capital leases.
(3)
Interest expense calculated based on current interest rates.
(4)
Interest expense calculated based on current interest rates until the sooner of the (1) stated maturity date or (2) the Anticipated Repayment Date, at which time the face value amount outstanding of such indebtedness is refinanced at current rates plus 12.5 bps.
(5)
Interest expense calculated based on current interest rates. Forward LIBOR assumptions are derived from the 1-month LIBOR forward curve as of September 30, 2017. Calculation assumes no changes to future interest rate margin spread over LIBOR due to changes in the Borrower’s senior unsecured credit rating.
(6)
Interest expense calculated based on current interest rates using the 1-month LIBOR forward curve as of September 30, 2017 plus 12.5 bps.



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ASSET PORTFOLIO OVERVIEW
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APPENDIX



DEFINITIONS
Non-GAAP Financial Measures, Segment Measures and Other Calculations

This Supplement includes presentations of Adjusted EBITDA, Adjusted Funds from Operations ("AFFO"), Funds from Operations ("FFO") and Organic Contribution to Site Rental Revenues, which are non-GAAP financial measures. These non-GAAP financial measures are not intended as alternative measures of operating results or cash flow from operations (as determined in accordance with Generally Accepted Accounting Principles ("GAAP")).
Our measures of Adjusted EBITDA, AFFO, FFO and Organic Contribution to Site Rental Revenues may not be comparable to similarly titled measures of other companies, including other companies in the wireless infrastructure sector or other REITs. Our definition of FFO is consistent with guidelines from the National Association of Real Estate Investment Trusts with the exception of the impact of income taxes in periods prior to our REIT conversion.
In addition to the non-GAAP financial measures used herein, we also provide Segment Site Rental Gross Margin, Segment Network Services and Other Gross Margin and Segment Operating Profit, which are key measures used by management to evaluate our operating segments for purposes of making decisions about allocating capital and assessing performance. These segment measures are provided pursuant to GAAP requirements related to segment reporting. In addition, we provide the components of certain GAAP measures, such as capital expenditures.
Adjusted EBITDA, AFFO, FFO and Organic Contribution to Site Rental Revenues, are presented as additional information because management believes these measures are useful indicators of the financial performance of our business. Among other things, management believes that:
Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial performance. Adjusted EBITDA is the primary measure used by management (1) to evaluate the economic productivity of our operations and (2) for purposes of making decisions about allocating resources to, and assessing the performance of, our operations. Management believes that Adjusted EBITDA helps investors or other interested parties meaningfully evaluate and compare the results of our operations (1) from period to period and (2) to our competitors, by removing the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our financial results. Management also believes Adjusted EBITDA is frequently used by investors or other interested parties in the evaluation of the wireless infrastructure sector and other REITs to measure financial performance without regard to items such as depreciation, amortization and accretion, which can vary depending upon accounting methods and the book value of assets. In addition, Adjusted EBITDA is similar to the measure of current financial performance generally used in our debt covenant calculations. Adjusted EBITDA should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance.
AFFO and AFFO per share are useful to investors or other interested parties in evaluating our financial performance. Management believes that AFFO and AFFO per share help investors or other interested parties meaningfully evaluate our financial performance as they include (1) the impact of our capital structure (primarily interest expense on our outstanding debt and dividends on our preferred stock) and (2) sustaining capital expenditures and excludes the impact of our (a) asset base (primarily depreciation, amortization and accretion) and (b) certain non-cash items, including straight-lined revenues and expenses related to fixed escalations and rent free periods. GAAP requires rental revenues and expenses related to leases that contain specified rental increases over the life of the lease to be recognized evenly over the life of the lease. In accordance with GAAP, if payment terms call for fixed escalations, or rent free periods, the revenue or expense is recognized on a straight-lined basis over the fixed, non-cancelable term of the contract. Management notes that the Company uses AFFO and AFFO per share only as a performance measure. AFFO and AFFO per share should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance and should not be considered as an alternative to cash flows from operations or as residual cash flow available for discretionary investment.
FFO and FFO per share are useful to investors or other interested parties in evaluating our financial performance. Management believes that FFO may be used by investors or other interested parties as a basis to compare our financial performance with that of other REITs. FFO and FFO per share help investors or other interested parties meaningfully evaluate financial performance by excluding the impact of our asset base (primarily depreciation, amortization and accretion). FFO and FFO per share are not key performance indicators used by the Company. FFO and FFO per share should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance and should not be considered as an alternative to cash flow from operations.

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APPENDIX


Organic Contribution to Site Rental Revenues is useful to investors or other interested parties in understanding the components of the year-over-year changes in our site rental revenues computed in accordance with GAAP. Management uses the Organic Contribution to Site Rental Revenues to assess year-over-year growth rates for our rental activities, to evaluate current performance, to capture trends in rental rates, new leasing activities and customer non-renewals in our core business, as well to forecast future results. Organic Contribution to Site Rental Revenues is not meant as an alternative measure of revenue and should be considered only as a supplement in understanding and assessing the performance of our site rental revenues computed in accordance with GAAP.
We define our non-GAAP financial measures, segment measures and other calculations as follows:
Non-GAAP Financial Measures
Adjusted EBITDA. 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 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), benefit (provision) for income taxes, cumulative effect of a change in accounting principle, income (loss) from discontinued operations and stock-based compensation expense.
Adjusted Funds from Operations. We define Adjusted Funds from Operations as FFO before straight-lined revenue, straight-lined expense, stock-based compensation expense, non-cash portion of tax provision, non-real estate related depreciation, amortization and accretion, amortization of non-cash interest expense, other (income) expense, gain (loss) on retirement of long-term obligations, net gain (loss) on interest rate swaps, gains (losses) on foreign currency swaps, acquisition and integration costs, and adjustments for noncontrolling interests, and less capital improvement capital expenditures and corporate capital expenditures (i.e., sustaining capital expenditures). See "Sustaining capital expenditures" and "Integration capital expenditures" below for further information regarding our calculation of certain components of AFFO.
AFFO per share. We define AFFO per share as AFFO divided by diluted weighted average common shares outstanding.
Funds from Operations. We define Funds from Operations as net income plus real estate related depreciation, amortization and accretion and asset write-down charges, less noncontrolling interest and cash paid for preferred stock dividends, and is a measure of funds from operations attributable to CCIC common stockholders.
FFO per share. We define FFO per share as FFO divided by the diluted weighted average common shares outstanding.
Organic Contribution to Site Rental Revenues. We define the Organic Contribution to Site Rental Revenues as the sum of the change in GAAP site rental revenues related to (1) new leasing activity, including revenues from the construction of small cells and the impact of prepaid rent, (2) escalators and less (3) non-renewals of customer contracts.
Segment Measures
Segment Site Rental Gross Margin. We define Segment Site Rental Gross Margin as segment site rental revenues less segment site rental cost of operations, excluding stock-based compensation expense and prepaid lease purchase price adjustments recorded in consolidated site rental cost of operations.
Segment Network Services and Other Gross Margin. We define Segment Network Services and Other Gross Margin as segment network services and other revenues less segment network services and other cost of operations, excluding stock-based compensation expense recorded in consolidated network services and other cost of operations.
Segment Operating Profit. We define Segment Operating Profit as segment revenues less segment cost of operations and segment general and administrative expenses, excluding stock-based compensation expense and prepaid lease purchase price adjustments recorded in cost of operations.
Other Calculations
Discretionary capital expenditures. We define discretionary capital expenditures as those capital expenditures made with respect to activities which we believe exhibit sufficient potential to enhance long-term stockholder value. They consist of (1) improvements to existing wireless infrastructure and construction of new wireless infrastructure (collectively referred to as "revenue generating") and (2) purchases of land assets under towers as we seek to manage our interests in the land beneath our towers.
Sustaining capital expenditures. We define sustaining capital expenditures as those capital expenditures made with respect to either (1) corporate capital expenditures, such as buildings, information technology equipment and office equipment or (2) capital improvement capital expenditures to our wireless infrastructure assets that enable our customers' ongoing quiet enjoyment of the wireless infrastructure.

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APPENDIX


For periods presented prior to 2018, integration capital expenditures are included within sustaining capital expenditures, as discussed in "Integration capital expenditures" below.
Integration capital expenditures. Upon the closing of the pending Lightower acquisition, we anticipate incurring initial capital expenditures related to integrating Lightower into our existing business. We anticipate that the majority of these expected capital expenditures will primarily relate to the overall integration of Lightower’s information technology assets into our business. We believe these expenditures are not indicative of our ongoing financial performance, and therefore their inclusion in our AFFO may hinder usefulness to investors and other interested parties. Moreover, integration capital expenditures were approximately $3.2 million, $0.1 million, and $0.1 million for the nine months ended September 30, 2017 and the years ended December 31, 2016 and 2015, respectively, and as such, we believe that these costs have not previously been significant enough to warrant separate consideration with regard to the impact to AFFO.
As such, for periods presented prior to 2018, integration capital expenditures were included as a component within sustaining capital expenditures. For periods presented beginning January 1, 2018, including our full year 2018 Outlook included herein, we no longer reflect integration capital expenditures within sustaining capital expenditures and consider integration capital expenditures as its own component of our capital expenditures.
Because of our reclassification of integration capital expenditures, our AFFO for historical periods may not be comparable to those periods presented prospectively from and after January 1, 2018, including our full year 2018 Outlook herein.
We define integration capital expenditures as those capital expenditures made specifically with respect to recent acquisitions that are essential to integrating acquired companies into our business.
The tables set forth below reconcile the non-GAAP financial measures used herein to comparable GAAP financial measures. The components in these tables may not sum to the total due to rounding.

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APPENDIX


Reconciliations of Non-GAAP Financial Measures to Comparable GAAP Financial Measures and Other Calculations:


Reconciliation of Historical Adjusted EBITDA:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
Twelve Months Ended December 31,
(dollars in thousands)
2017
 
2016
 
2017

2016
 
2016
Net income (loss)
$
115,194

 
$
98,366

 
$
346,446

 
$
232,263

 
$
356,973

Adjustments to increase (decrease) net income (loss):
 
 
 
 
 
 
 
 
 
Asset write-down charges
5,312

 
8,339

 
10,284

 
28,251

 
34,453

Acquisition and integration costs
13,180

 
2,680

 
27,080

 
11,459

 
17,453

Depreciation, amortization and accretion
296,033

 
280,824

 
880,197

 
834,725

 
1,108,551

Amortization of prepaid lease purchase price adjustments
5,029

 
5,429

 
15,113

 
16,000

 
21,312

Interest expense and amortization of deferred financing costs(1)
154,146

 
129,916

 
430,402

 
385,656

 
515,032

Gains (losses) on retirement of long-term obligations

 
10,274

 
3,525

 
52,291

 
52,291

Interest income
(11,188
)
 
(175
)
 
(12,585
)
 
(454
)
 
(796
)
Other income (expense)
32

 
832

 
(3,462
)
 
4,623

 
8,835

Benefit (provision) for income taxes
2,383

 
5,041

 
11,290

 
12,797

 
16,881

Stock-based compensation expense
24,681

 
22,594

 
66,458

 
75,297

 
96,538

Adjusted EBITDA(2)(3)
$
604,802

 
$
564,120

 
$
1,774,748

 
$
1,652,908

 
$
2,227,523

(1)
See the reconciliation of "components of interest expense and amortization of deferred financing costs" herein.
(2)
See "Definitions of Non-GAAP Measures, Segment Measures and Other Calculations" herein for a discussion of our definition of Adjusted EBITDA.
(3)
The above reconciliation excludes line items included in our definition which are not applicable for the periods shown.


31

Crown Castle International Corp.
Third Quarter 2017
COMPANY OVERVIEW
FINANCIALS & METRICS
ASSET PORTFOLIO OVERVIEW
CAPITALIZATION OVERVIEW
APPENDIX


Reconciliation of Current Outlook for Adjusted EBITDA:
 
Q4 2017
 
Full Year 2017
 
Full Year 2018
(dollars in millions)
Outlook
 
Outlook
 
Outlook
Net income (loss)
$91
to
$116
 
$438
to
$463
 
$515
to
$595
Adjustments to increase (decrease) net income (loss):
 
 
 
 
 
 
 
 
 
 
 
Asset write-down charges
$9
to
$11
 
$19
to
$21
 
$35
to
$45
Acquisition and integration costs
$11
to
$15
 
$38
to
$42
 
$64
to
$74
Depreciation, amortization and accretion
$296
to
$310
 
$1,176
to
$1,190
 
$1,508
to
$1,544
Amortization of prepaid lease purchase price adjustments
$4
to
$6
 
$19
to
$21
 
$19
to
$21
Interest expense and amortization of deferred financing costs(1)
$159
to
$164
 
$590
to
$595
 
$644
to
$689
Gains (losses) on retirement of long-term obligations
$0
to
$0
 
$4
to
$4
 
$0
to
$0
Interest income
$(1)
to
$1
 
$(14)
to
$(12)
 
$(2)
to
$2
Other income (expense)
$(1)
to
$3
 
$(4)
to
$0
 
$3
to
$5
Benefit (provision) for income taxes
$3
to
$7
 
$14
to
$18
 
$32
to
$40
Stock-based compensation expense
$23
to
$25
 
$89
to
$91
 
$115
to
$120
Adjusted EBITDA(2)(3)
$624
to
$629
 
$2,399
to
$2,404
 
$3,013
to
$3,058

Components of Historical Interest Expense and Amortization of Deferred Financing Costs:
 
Three Months Ended September 30,
(dollars in thousands)
2017
 
2016
Interest expense on debt obligations
$
151,765


$
126,616

Amortization of deferred financing costs and adjustments on long-term debt, net
4,882

 
4,601

Other, net
(2,501
)
 
(1,301
)
Interest expense and amortization of deferred financing costs
$
154,146

 
$
129,916


Components of Current Outlook for Interest Expense and Amortization of Deferred Financing Costs:
 
Q4 2017
 
Full Year 2017
 
Full Year 2018
(dollars in millions)
Outlook
 
Outlook
 
Outlook
Interest expense on debt obligations
$157
to
$162
 
$580
to
$585
 
$645
to
$665
Amortization of deferred financing costs and adjustments on long-term debt, net
$4
to
$7
 
$18
to
$21
 
$17
to
$22
Other, net
$(3)
to
$(1)
 
$(9)
to
$(7)
 
$(11)
to
$(6)
Interest expense and amortization of deferred financing costs
$159
to
$164
 
$590
to
$595
 
$644
to
$689

(1)
See the reconciliation of "components of interest expense and amortization of deferred financing costs" herein.
(2)
See "Definitions of Non-GAAP Measures, Segment Measures and Other Calculations" herein for a discussion of our definition of Adjusted EBITDA.
(3)
The above reconciliation excludes line items included in our definition which are not applicable for the periods shown.





32

Crown Castle International Corp.
Third Quarter 2017
COMPANY OVERVIEW
FINANCIALS & METRICS
ASSET PORTFOLIO OVERVIEW
CAPITALIZATION OVERVIEW
APPENDIX



Reconciliation of Historical FFO and AFFO:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(dollars in thousands, except share and per share amounts)
2017
 
2016
 
2017
 
2016
Net income (loss)
$
115,194

 
$
98,366

 
$
346,446

 
$
232,263

Real estate related depreciation, amortization and accretion
287,917

 
274,214

 
857,265

 
815,122

Asset write-down charges
5,312

 
8,339

 
10,284

 
28,251

Dividends on preferred stock

 
(10,997
)
 

 
(32,991
)
FFO(1)(2)(4)(5)
$
408,422

 
$
369,922

 
$
1,213,994

 
$
1,042,645

 
 
 
 
 
 
 
 
FFO (from above)
$
408,422

 
$
369,922

 
$
1,213,994

 
$
1,042,645

Adjustments to increase (decrease) FFO:
 
 
 
 
 
 
 
Straight-lined revenue
3,409

 
(8,836
)
 
2,954

 
(42,375
)
Straight-lined expense
24,032

 
23,486

 
69,903

 
71,132

Stock-based compensation expense
24,681

 
22,594

 
66,458

 
75,297

Non-cash portion of tax provision
(1,491
)
 
3,484

 
(2,704
)
 
5,230

Non-real estate related depreciation, amortization and accretion
8,116

 
6,611

 
22,932

 
19,604

Amortization of non-cash interest expense
2,381

 
3,300

 
7,637

 
11,293

Other (income) expense
32

 
832

 
(3,462
)
 
4,623

Gains (losses) on retirement of long-term obligations

 
10,274

 
3,525

 
52,291

Acquisition and integration costs
13,180

 
2,680

 
27,080

 
11,459

Capital improvement capital expenditures
(10,860
)
 
(10,040
)
 
(27,325
)
 
(25,351
)
Corporate capital expenditures
(13,367
)
 
(8,474
)
 
(32,387
)
 
(22,385
)
AFFO(1)(2)(4)(5)
$
458,537

 
$
415,832

 
$
1,348,608

 
$
1,203,462

Weighted average common shares outstanding—diluted(3)
397,035

 
338,409

 
374,992

 
337,076

AFFO per share(1)(4)(5)(6)
$
1.15

 
$
1.23

 
$
3.60

 
$
3.57


(1)
See “Definitions of Non-GAAP Financial Measures, Segment Measures and Other Calculations” herein for a discussion of our definitions of FFO and AFFO.
(2)
FFO and AFFO are reduced by cash paid for preferred stock dividends during the period in which they are paid.
(3)
Based on the diluted weighted-average common shares outstanding for the three and nine months ended September 30, 2017 and 2016. The diluted weighted-average common shares assumes no conversion of preferred stock in the share count.
(4)
The above reconciliation excludes line items included in our definition which are not applicable for the periods shown.
(5)
Attributable to CCIC common stockholders.
(6)
For all periods presented, AFFO per share does not include any contribution from the pending Lightower acquisition, which is expected to close by year-end 2017.




33

Crown Castle International Corp.
Third Quarter 2017
COMPANY OVERVIEW
FINANCIALS & METRICS
ASSET PORTFOLIO OVERVIEW
CAPITALIZATION OVERVIEW
APPENDIX



Reconciliation of Historical FFO and AFFO:
 
Years Ended December 31,
(in thousands of dollars, except share and per share amounts)
2016
 
2015
 
2014
 
2013
Net income (loss)
$
356,973

 
$
525,286

 
$
346,314

 
$
60,001

Real estate related depreciation, amortization and accretion
1,082,083

 
1,018,303

 
971,562

 
730,076

Asset write-down charges
34,453

 
33,468

 
14,246

 
13,595

Adjustment for noncontrolling interest(1)

 

 

 

Dividends on preferred stock
(43,988
)
 
(43,988
)
 
(43,988
)
 

FFO(3)(4)(6)(7)
$
1,429,521

 
$
1,533,069

 
$
1,288,133

 
$
803,672

 
 
 
 
 
 
 
 
FFO (from above)
$
1,429,521

 
$
1,533,069

 
$
1,288,133

 
$
803,672

Adjustments to increase (decrease) FFO:
 
 
 
 
 
 
 
Straight-lined revenue
(47,377
)
 
(111,263
)
 
(183,393
)
 
(212,856
)
Straight-lined expense
94,246

 
98,738

 
101,890

 
78,619

Stock-based compensation expense
96,538

 
67,148

 
56,431

 
39,031

Non-cash portion of tax provision(2)
7,322

 
(63,935
)
 
(19,490
)
 
185,723

Non-real estate related depreciation, amortization and accretion
26,468

 
17,875

 
14,219

 
11,266

Amortization of non-cash interest expense
14,333

 
37,126

 
80,854

 
99,244

Other (income) expense
8,835

 
(57,028
)
 
(11,992
)
 
3,902

Gains (losses) on retirement of long-term obligations
52,291

 
4,157

 
44,629

 
37,127

Net gain (loss) on interest rate swaps

 

 

 

Acquisition and integration costs
17,453

 
15,678

 
34,145

 
25,574

Adjustment for noncontrolling interest(1)

 

 

 

Capital improvement capital expenditures
(42,818
)
 
(46,789
)
 
(31,056
)
 
(17,520
)
Corporate capital expenditures
(46,948
)
 
(58,142
)
 
(50,317
)
 
(27,099
)
AFFO(3)(4)(6)(7)
$
1,609,864

 
$
1,436,635

 
$
1,324,054

 
$
1,026,684

Weighted average common shares outstanding—diluted(5)
340,879

 
334,062

 
333,265

 
299,293

AFFO per share(3)(6)(7)
$
4.72

 
$
4.30

 
$
3.97

 
$
3.43


(1)    Inclusive of the noncontrolling interest related to real estate related depreciation, amortization and accretion and asset write-downs.
(2)
Adjusts the income tax provision to reflect our estimate of the cash taxes paid had we been a REIT for all periods presented, and is primarily comprised of foreign taxes. As a result income tax expense (benefit) is lower by the amount of the adjustment.
(3)
See "Definitions of Non-GAAP Measures, Segment Measures and Other Calculations" herein for a discussion of our definitions of FFO and AFFO.
(4)
FFO and AFFO are reduced by cash paid for preferred stock dividends during the period in which they are paid.
(5)
Based on the diluted weighted-average common shares outstanding for the twelve months ended December 31, 2016, 2015, 2014 and 2013.
(6)
The above reconciliation excludes line items included in our definition which are not applicable for the periods shown.
(7)
Attributable to CCIC common stockholders.


34

Crown Castle International Corp.
Third Quarter 2017
COMPANY OVERVIEW
FINANCIALS & METRICS
ASSET PORTFOLIO OVERVIEW
CAPITALIZATION OVERVIEW
APPENDIX



Reconciliation of Current Outlook for FFO and AFFO:
 
Q4 2017
 
Full Year 2017
 
Full Year 2018
(in millions of dollars, except share and per share amounts)
Outlook
 
Outlook
 
Outlook
Net income (loss)
$91
to
$116
 
$438
to
$463
 
$515
to
$595
Real estate related depreciation, amortization and accretion
$290
to
$300
 
$1,147
to
$1,157
 
$1,442
to
$1,463
Asset write-down charges
$9
to
$11
 
$19
to
$21
 
$35
to
$45
Dividends on preferred stock
$(30)
to
$(30)
 
$(30)
to
$(30)
 
$(113)
to
$(113)
FFO(2)(3)(4)
$376
to
$381
 
$1,590
to
$1,595
 
$1,910
to
$1,955
Weighted-average common shares outstanding—diluted(1)
408.0
 
383.4
 
408.0
FFO per share(2)(3)(4)
$0.92
to
$0.93
 
$4.15
to
$4.16
 
$4.68
to
$4.79
 
 
 
 
 
 
 
 
 
 
 
 
FFO (from above)
$376
to
$381
 
$1,590
to
$1,595
 
$1,910
to
$1,955
Adjustments to increase (decrease) FFO:
 
 
 
 
 
 
 
 
 
 
 
Straight-lined revenue
$5
to
$10
 
$8
to
$13
 
$57
to
$77
Straight-lined expense
$20
to
$25
 
$90
to
$95
 
$70
to
$90
Stock-based compensation expense
$23
to
$25
 
$89
to
$91
 
$115
to
$120
Non-cash portion of tax provision
$(2)
to
$3
 
$(4)
to
$1
 
$(7)
to
$8
Non-real estate related depreciation, amortization and accretion
$6
to
$10
 
$29
to
$33
 
$66
to
$81
Amortization of non-cash interest expense
$1
to
$6
 
$9
to
$14
 
$6
to
$16
Other (income) expense
$(1)
to
$3
 
$(4)
to
$0
 
$3
to
$5
Gains (losses) on retirement of long-term obligations
$0
to
$0
 
$4
to
$4
 
$0
to
$0
Acquisition and integration costs
$11
to
$15
 
$38
to
$42
 
$64
to
$74
Capital improvement capital expenditures
$(11)
to
$(6)
 
$(39)
to
$(34)
 
$(73)
to
$(63)
Corporate capital expenditures
$(19)
to
$(14)
 
$(52)
to
$(47)
 
$(53)
to
$(43)
AFFO(2)(3)(4)
$430
to
$435
 
$1,779
to
$1,784
 
$2,219
to
$2,264
Weighted-average common shares outstanding—diluted(1)
408.0
 
383.4
 
408.0
AFFO per share(2)(3)(4)(5)
$1.05
to
$1.07
 
$4.64
to
$4.65
 
$5.44
to
$5.55
 
 
 
 
 
 
 
 
 
 
 
 
AFFO (from above)
 
 
 
 
$1,779
to
$1,784
 
 
 
 
Adjustments to AFFO:
 
 
 
 
 
 
 
 
 
 
 
Dividends on preferred stock
 
 
 
 
$30
to
$30
 
 
 
 
Interest income from Lightower Financings proceeds
 
 
 
 
$(10)
to
$(10)
 
 
 
 
Interest expense on debt obligations from Lightower Financings
 
 
 
 
$24
to
$24
 
 
 
 
AFFO, exclusive of Lightower Financings
 
 
 
 
$1,823
to
$1,828
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted-average common shares outstanding—diluted(1)
 
 
 
 
383.4
 
 
 
 
Adjustments to weighted-average common shares outstanding—diluted:
 
 
 
 
 
 
 
 
 
 
 
Impact of common shares issued from Lightower Financings
 
 
 
 
(17.3)
 
 
 
 
Weighted average common shares outstanding—diluted, exclusive of
        Lightower Financings
 
 
 
 
366.1
 
 
 
 
AFFO per share, exclusive of Lightower Financings
 
 
 
 
$4.98
to
$4.99
 
 
 
 

(1)
The assumption for fourth quarter 2017, full year 2017 and full year 2018 diluted weighted-average common shares outstanding is based on diluted common shares outstanding as of September 30, 2017. For all periods presented, the diluted weighted-average common shares outstanding assumes no conversion of the 6.875% Mandatory Convertible Preferred Stock in the share count.
(2)
See “Definitions of Non-GAAP Financial Measures, Segment Measures and Other Calculations” herein for a discussion of our definitions of FFO and AFFO. Our AFFO for historical periods may not be comparable to those periods presented prospectively from and after January 1, 2018, including our full year 2018 Outlook herein. See also "Definitions of Non-GAAP Financial Measures, Segment Measures and Other Calculations" in the Appendix for further information.
(3)
The above reconciliation excludes line items included in our definition which are not applicable for the periods shown.
(4)
Attributable to CCIC common stockholders.

35

Crown Castle International Corp.
Third Quarter 2017
COMPANY OVERVIEW
FINANCIALS & METRICS
ASSET PORTFOLIO OVERVIEW
CAPITALIZATION OVERVIEW
APPENDIX



Net debt to Last Quarter Annualized Adjusted EBITDA calculation:
 
Three Months Ended September 30,
(dollars in millions)
2017
 
2016
Total face value of debt
$
15,311.9

 
$
12,687.7

Ending cash and cash equivalents(1)
6,719.1

 
156.2

Total net debt
$
8,592.8


$
12,531.5

 
 
 
 
Adjusted EBITDA for the three months ended September 30,
$
604.8

 
$
564.1

Last quarter annualized Adjusted EBITDA
2,419.2


2,256.5

Net debt to Last Quarter Annualized Adjusted EBITDA
3.6
x
(2) 
5.6
x

Cash Interest Coverage Ratio Calculation:
 
Three Months Ended September 30,
(dollars in thousands)
2017
 
2016
Adjusted EBITDA
$
604,802

 
$
564,120

Interest expense on debt obligations
151,765

 
126,616

Interest Coverage Ratio
4.0
x
 
4.5
x

(1)    Excludes restricted cash.
(2)
The Net Debt to Last Quarter Annualized Adjusted EBITDA calculation does not give effect to (1) the pending Lightower acquisition, as this pending acquisition is expected to close during the fourth quarter of 2017 and (2) the Company's expected use of cash proceeds from the Lightower Financings to fund the pending Lightower acquisition.


36