00010514702021-03-31



Delaware						76-0470458
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

~~1220 Augusta Drive, Suite 600, Houston, Texas 77057-2261~~ ~~(Address of principal executives office) (Zip Code)~~
~~(713)~~

8020 Katy Freeway, Houston, Texas 77024

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	CCI	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x☒ No o☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes x☒ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting ~~company,"~~company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

x☒

Accelerated filer

o☐

Non-accelerated filer

o☐

~~(Do not check if a smaller reporting company)~~

Smaller reporting company

o☐

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☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o☐ No x☒

August 3, 2021: 432,196,350

Cautionary Language Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q ("Form 10-Q") contains forward-looking statements that are based on our management's expectations as of the filing date of this report with the Securities and Exchange Commission ("SEC"). Statements that are not historical facts are hereby identified as forward-looking statements. In addition, words such as "estimate," "anticipate," "project," "plan," "intend," "believe," "expect," "likely," "predicted," "positioned," "continue," "target," "seek," "focus" and any variations of these words and similar expressions are intended to identify forward-looking statements. Such statements include plans, projections and estimates contained in "Part I—Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A")and~~"Part~~ "Part I—Item 3. Quantitative and Qualitative Disclosures About Market Risk" herein. Such forward-looking statements include (1) benefits and opportunities stemming from our strategy, strategic position, business model and capabilities, (2) the strength and growth potential of the U.S. market for shared communications infrastructure investment, (3) expectations regarding anticipated growth in the wireless industry, ~~carriers' investments in their networks, tenant additions, customer consolidation or ownership changes, or~~and consumption of and demand for ~~our wireless infrastructure, (2) expectations regarding non-renewals of tenant leases (including the impact of our customers' decommissioning of the former Leap Wireless, MetroPCS~~data, including growth in, and ~~Clearwire networks (collectively, "Acquired Networks")), (3) availability~~factors driving, consumption and ~~adequacy of cash flows and liquidity for, or plans regarding, future discretionary investments, including capital expenditures,~~demand, (4) potential benefits of our ~~discretionary investments,~~communications infrastructure (on an individual and collective basis) and expectations regarding demand therefore, including ~~acquisitions,~~potential benefits and continuity of and factors driving such demand, (5) expectations regarding construction, including duration of our construction projects, and acquisition of communications infrastructure, (6) the utilization of our net operating loss carryforwards ("NOLs"), (7) expectations regarding wireless carriers' focus on improving network quality and expanding capacity, (8) expectations regarding continued increase in usage of high-bandwidth applications by organizations, (9) expected use of net proceeds from issuances under the commercial paper program ("CP Program"), (10) our full year outlook and the anticipated growth in our financial results, including future revenues ~~margins, Adjusted EBITDA, segment site rental gross margin, segment network services and other gross margin, segment operating profit,~~ and operating cash flows, ~~(6)~~and the expectations regarding our capital expenditures, as well as the factors impacting expected growth in financial results and the levels of capital expenditures, (11) expectations regarding our capital structure and the credit markets, our availability and cost of capital, orcapital allocation, our leverage ratio and interest coverage targets, our ability to service our debt and comply with debt covenants and the plans for and the benefits of any future refinancings, ~~(7)~~(12) the utility of certain financial measures, including non-GAAP financial measures, (13) expectations related to ~~remaining~~our ability to remain qualified as a real estate investment trust ("REIT") and the advantages, benefits or impact of, or opportunities created by, our REIT status, ~~(8) the realization~~(14) adequacy, projected sources and ~~utilization~~uses of ~~our net operating loss carryforwards ("NOLs"), and (9)~~liquidity, (15) expectations regarding non-renewals of tenant contracts, (16) our dividend policy and the timing, amount, growth or tax characterization of ~~any dividends.~~our dividends, (17) the potential impact of novel coronavirus (COVID-19) pandemic and office re-

opening plans and (18) the outcome of outstanding litigation. All future dividends are subject to declaration by our board of directors.

Such forward-looking statements should, therefore, be considered in light of various risks, uncertainties and assumptions, including prevailing market conditions, risk factors described in "~~Part II—~~Item 1A. Risk Factors"~~hereinand~~ ~~"Item 1A. Risk Factors"~~ of ~~our~~the Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016~~2020 ("~~2016~~2020 Form 10-K") and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected.

Our filings with the SEC are available through the SEC website at www.sec.gov or through our investor relations website at investor.crowncastle.com. We use our investor relations website to disclose information about us that may be deemed to be material. We encourage investors, the media and others interested in us to visit our investor relations website from time to time to review up-to-date information or to sign up for e-mail alerts to be notified when new or updated information is posted on the site.

As used herein, the term "including," and any variation thereof, means "including without limitation." The use of the word "or" herein is not exclusive. Unless this Form 10-Q indicates otherwise or the context otherwise requires, the terms "we," "our," "our company," "the company" or "us" as used in this Form 10-Q refer to Crown Castle International Corp. ("CCIC") and its predecessor (organized in 1995), as applicable, each a Delaware corporation, and their subsidiaries. Additionally, unless the context suggests otherwise, references to "U.S." are to the United States of America and Puerto Rico, collectively. Capitalized terms used but not defined in this Form 10-Q have the same meaning given to them in the 2020 Form 10-K.

PART I—FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

(~~In thousands of dollars,~~Amounts in millions, except ~~share amounts)~~par values)


	June 30, 2021		December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	339	$	232
Restricted cash	181		144
Receivables, net	434		431
Prepaid expenses	148		95
Other current assets	227		202
Total current assets	1,329		1,104
Deferred site rental receivables	1,425		1,408
Property and equipment, net of accumulated depreciation of $11,365 and $10,803, respectively	15,178		15,162
Operating lease right-of-use assets	6,618		6,464
Goodwill	10,078		10,078
Other intangible assets, net	4,222		4,433
Other assets, net	123		119
Total assets	$	38,973	$	38,768

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	219	$	230
Accrued interest	179		199
Deferred revenues	805		704
Other accrued liabilities	406		378
Current maturities of debt and other obligations	71		129
Current portion of operating lease liabilities	338		329
Total current liabilities	2,018		1,969
Debt and other long-term obligations	20,014		19,151
Operating lease liabilities	5,963		5,808
Other long-term liabilities	2,265		2,379
Total liabilities	30,260		29,307
Commitments and contingencies (note 8)
Stockholders' equity:
Common stock, $0.01 par value; 600 shares authorized; shares issued and outstanding: June 30, 2021—432 and December 31, 2020—431	4		4
Additional paid-in capital	17,951		17,933
Accumulated other comprehensive income (loss)	(2)		(4)
Dividends/distributions in excess of earnings	(9,240)		(8,472)
Total equity	8,713		9,461
Total liabilities and equity	$	38,973	$	38,768

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 of accumulated depreciation of $7,247,071 and $6,613,219, respectively 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 (note 8)

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

See notes to condensed consolidated financial statements.

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS) (Unaudited)

(~~In thousands of dollars,~~Amounts in millions, except per share amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net revenues:
Site rental	$	1,425	$	1,319	$	2,794	$	2,629
Services and other	158		121		274		232
Net revenues	1,583		1,440		3,068		2,861
Operating expenses:
Costs of operations(a):
Site rental	389		378		770		752
Services and other	105		108		186		207
Selling, general and administrative	169		164		333		339
Asset write-down charges	6		3		9		7
Acquisition and integration costs	1		2		1		7
Depreciation, amortization and accretion	408		402		816		801
Total operating expenses	1,078		1,057		2,115		2,113
Operating income (loss)	505		383		953		748
Interest expense and amortization of deferred financing costs	(161)		(178)		(330)		(353)
Gains (losses) on retirement of long-term obligations	(1)		0		(144)		0
Interest income	1		1		1		2
Other income (expense)	(5)		0		(12)		0
Income (loss) before income taxes	339		206		468		397
Benefit (provision) for income taxes	(6)		(6)		(13)		(11)
Income (loss) from continuing operations	333		200		455		386
Discontinued operations (see note 6):
Net gain (loss) from disposal of discontinued operations, net of tax	1		0		(62)		0
Income (loss) from discontinued operations, net of tax	1		0		(62)		0
Net income (loss) attributable to CCIC stockholders	334		200		393		386
Dividends/distributions on preferred stock	0		(28)		0		(57)
Net income (loss) attributable to CCIC common stockholders	$	334	$	172	$	393	$	329
Net income (loss)	$	334	$	200	$	393	$	386
Other comprehensive income (loss):
Foreign currency translation adjustments	1		0		2		(1)
Total other comprehensive income (loss)	1		0		2		(1)
Comprehensive income (loss) attributable to CCIC stockholders	$	335	$	200	$	395	$	385
Net income (loss) attributable to CCIC common stockholders, per common share:
Income (loss) from continuing operations, basic	$	0.77	$	0.41	$	1.05	$	0.79
Income (loss) from discontinued operations, basic	0		0		(0.14)		0
Net income (loss) attributable to CCIC common stockholders—basic	$	0.77	$	0.41	$	0.91	$	0.79
Income (loss) from continuing operations, diluted	$	0.77	$	0.41	$	1.04	$	0.79
Income (loss) from discontinued operations, diluted	0		0		(0.14)		0
Net income (loss) attributable to CCIC common stockholders—diluted	$	0.77	$	0.41	$	0.90	$	0.79
Weighted-average common shares outstanding:
Basic	432		417		432		416
Diluted	434		419		434		418

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^(a):

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) attributable to CCIC stockholders 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) $ 115,194
$ 98,366
$ 346,446
$ 232,263
Other comprehensive income (loss):
Foreign currency translation adjustments 224
(1,535 ) 929
(1,143 )
Total other comprehensive income (loss) 224
(1,535 ) 929
(1,143 )
Comprehensive income (loss) attributable to CCIC stockholders $ 115,418
$ 96,831
$ 347,375
$ 231,120
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
Dividends/distributions declared per share of common stock $ 0.95
$ 0.885
$ 2.85
$ 2.655

~~________________~~

(a)Exclusive of depreciation, amortization and accretion shown separately.

See notes to condensed consolidated financial statements.

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(In ~~thousands~~millions of dollars)


	Six Months Ended June 30,
	2021		2020
Cash flows from operating activities:
Income (loss) from continuing operations	$	455	$	386
Adjustments to reconcile income (loss) from continuing operations to net cash provided by (used for) operating activities:
Depreciation, amortization and accretion	816		801
(Gains) losses on retirement of long-term obligations	144		0
Amortization of deferred financing costs and other non-cash interest, net	6		3
Stock-based compensation expense	67		75
Asset write-down charges	9		7
Deferred income tax (benefit) provision	3		2
Other non-cash adjustments, net	14		2
Changes in assets and liabilities, excluding the effects of acquisitions:
Increase (decrease) in accrued interest	(20)		13
Increase (decrease) in accounts payable	7		(41)
Increase (decrease) in other liabilities	(43)		55
Decrease (increase) in receivables	(3)		157
Decrease (increase) in other assets	(84)		(51)
Net cash provided by (used for) operating activities	1,371		1,409
Cash flows from investing activities:
Capital expenditures	(609)		(861)
Payments for acquisitions, net of cash acquired	(15)		(16)
Other investing activities, net	8		(13)
Net cash provided by (used for) investing activities	(616)		(890)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	3,985		3,733
Principal payments on debt and other long-term obligations	(1,038)		(53)
Purchases and redemptions of long-term debt	(1,789)		0
Borrowings under revolving credit facility	580		1,340
Payments under revolving credit facility	(870)		(1,865)
Net issuances (repayments) under commercial paper program	(210)		(155)
Payments for financing costs	(39)		(38)

Purchases of common stock	(68)		(74)
Dividends/distributions paid on common stock	(1,163)		(1,014)
Dividends/distributions paid on preferred stock	0		(57)
Net cash provided by (used for) financing activities	(612)		1,817
Net increase (decrease) in cash, cash equivalents, and restricted cash	143		2,336
Effect of exchange rate changes	1		(1)
Cash, cash equivalents, and restricted cash at beginning of period	381		338
Cash, cash equivalents, and restricted cash at end of period	$	525	$	2,673

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 accrued interest 2,448
17,269
Increase (decrease) in accounts payable (28,561 ) (12,469 )
Increase (decrease) in deferred revenues, deferred ground lease payables, other accrued liabilities and other liabilities 88,101
118,144
Decrease (increase) in receivables 78,520
38,231
Decrease (increase) in prepaid expenses, deferred site rental receivables, long-term prepaid rent, restricted cash and other assets (35,741 ) (83,859 )
Net cash provided by (used for) operating activities 1,417,291
1,304,715
Cash flows from investing activities:
Payments for acquisitions 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

See notes to condensed consolidated financial statements.

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(~~In thousands of dollars, except share data)~~Amounts in millions) (Unaudited)


	Common Stock			6.875% Mandatory Convertible Preferred Stock					Accumulated Other Comprehensive Income (Loss) ("AOCI")
	Shares	($0.01 Par)		Shares	($0.01 Par)		Additional paid-in capital		Foreign Currency Translation Adjustments		Dividends/Distributions in Excess of Earnings		Total
Balance, March 31, 2021	432	$	4	0	$	0	$	17,917	$	(3)	$	(8,995)	$	8,923
Stock-based compensation related activity, net of forfeitures	—	—		—	—		35		—		—		35
Purchases and retirement of common stock	—	—		—	—		(1)		—		—		(1)

Other comprehensive income (loss)(a)	—	—		—	—		—		1		—		1
Common stock dividends/distributions(b)	—	—		—	—		—		—		(579)		(579)


Net income (loss)	—	—		—	—		—		—		334		334
Balance, June 30, 2021	432	$	4	0	$	0	$	17,951	$	(2)	$	(9,240)	$	8,713

Common Stock 6.875% Mandatory Convertible Preferred Stock 4.50% Mandatory Convertible Preferred Stock Accumulated Other Comprehensive Income (Loss) ("AOCI")
Shares ($0.01 Par) Shares ($0.01 Par) Shares ($0.01 Par)
Additional
paid-in
capital
Foreign Currency Translation Adjustments Dividends/Distributions in Excess of Earnings Total
Balance, July 1, 2017 366,115,800
$ 3,661
—
—
—
$ —
$ 11,433,018
$ (5,183 ) $ (3,841,187 ) $ 7,590,309
Stock-based compensation related activity, net of forfeitures 13,261
—
—
—
—
—
22,079
—
—
22,079
Purchases and retirement of common stock (4,259 ) —
—
—
—
—
(443 ) —
—
(443 )
Net proceeds from issuance of common stock 40,150,000
402
—
—
—
—
3,756,342
—
—
3,756,744
Net proceeds from issuance of preferred stock —
—
1,650,000
17
—
—
1,607,742
—
—
1,607,759
Other comprehensive income (loss)^(a)
—
—
—
—
—
—
—
224
—
224
Common stock dividends/distributions —
—
—
—
—
—
—
—
(389,599 ) (389,599 )
Preferred stock dividends —
—
—
—
—
—
—
—
(29,935 ) (29,935 )
Net income (loss) —
—
—
—
—
—
—
—
115,194
115,194
Balance, September 30, 2017 406,274,802
$ 4,063
1,650,000
$ 17
—
$ —
$ 16,818,738
$ (4,959 ) $ (4,145,527 ) $ 12,672,332


	Common Stock			6.875% Mandatory Convertible Preferred Stock					AOCI
	Shares	($0.01 Par)		Shares	($0.01 Par)		Additional paid-in capital		Foreign Currency Translation Adjustments		Dividends/Distributions in Excess of Earnings		Total
Balance, March 31, 2020	417	$	4	2	$	0	$	17,835	$	(6)	$	(7,712)	$	10,121
Stock-based compensation related activity, net of forfeitures	—	—		—	—		38		—		—		38
Purchases and retirement of common stock	—	—		—	—		(1)		—		—		(1)


Common stock dividends/distributions(b)	—	—		—	—		—		—		(504)		(504)
Preferred stock dividends/distributions(b)	—	—		—	—		—		—		(28)		(28)
Net income (loss)	—	—		—	—		—		—		200		200
Balance, June 30, 2020	417	$	4	2	$	0	$	17,872	$	(6)	$	(8,044)	$	9,826

(a)See the condensed consolidated statement of operations and other comprehensive income (loss) for the components of other comprehensive income (loss).

(b)See note 7 for information regarding common and preferred stock dividends declared per share.

Common Stock 6.875% Mandatory Convertible Preferred Stock 4.50% Mandatory Convertible Preferred Stock AOCI
Shares ($0.01 Par) Shares ($0.01 Par) Shares ($0.01 Par) Additional
paid-in
capital Foreign Currency Translation Adjustments Dividends/Distributions in Excess of Earnings Total
Balance, July 1, 2016 337,562,378
$ 3,375
—
—
9,775,000
$ 98
$ 9,894,921
$ (4,006 ) $ (2,946,081 ) $ 6,948,307
Stock-based compensation related activity, net of forfeitures 10,784
—
—
—
—
—
20,222
—
—
20,222
Purchases and retirement of common stock (3,231 ) —
—
—
—
—
(299 ) —
—
(299 )
Net proceeds from issuance of common stock —
—
—
—
—
—
—
—
—
—
Other comprehensive income (loss)^(a)
—
—
—
—
—
—
—
(1,535 ) —
(1,535 )
Common stock dividends/distributions —
—
—
—
—
—
—
—
(300,347 ) (300,347 )
Preferred stock dividends —
—
—
—
—
—
—
—
(10,997 ) (10,997 )
Net income (loss) —
—
—
—
—
—
—
—
98,366
98,366
Balance, September 30, 2016 337,569,931
$ 3,375
—
$ —
9,775,000
$ 98
$ 9,914,844
$ (5,541 ) $ (3,159,059 ) $ 6,753,717

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(~~In thousands of dollars, except share data)~~Amounts in millions) (Unaudited)


	Common Stock			6.875% Mandatory Convertible Preferred Stock					AOCI
	Shares	($0.01 Par)		Shares	($0.01 Par)		Additional paid-in capital		Foreign Currency Translation Adjustments		Dividends/Distributions in Excess of Earnings		Total
Balance, December 31, 2020	431	$	4	0	$	0	$	17,933	$	(4)	$	(8,472)	$	9,461
Stock-based compensation related activity, net of forfeitures	1	—		—	—		86		—		—		86
Purchases and retirement of common stock	—	—		—	—		(68)		—		—		(68)


Other comprehensive income (loss)(a)	—	—		—	—		—		2		—		2
Common stock dividends/distributions(b)	—	—		—	—		—		—		(1,161)		(1,161)

Net income (loss)	—	—		—	—		—		—		393		393
Balance, June 30, 2021	432	$	4	0	$	0	$	17,951	$	(2)	$	(9,240)	$	8,713


	Common Stock			6.875% Mandatory Convertible Preferred Stock					AOCI
	Shares	($0.01 Par)		Shares	($0.01 Par)		Additional paid-in capital		Foreign Currency Translation Adjustments		Dividends/Distributions in Excess of Earnings		Total
Balance, December 31, 2019	416	$	4	2	$	0	$	17,855	$	(5)	$	(7,365)	$	10,489
Stock-based compensation related activity, net of forfeitures	1	—		—	—		91		—		—		91
Purchases and retirement of common stock	—	—		—	—		(74)		—		—		(74)


Other comprehensive income (loss)(b)	—	—		—	—		—		(1)		—		(1)
Common stock dividends/distributions(b)	—	—		—	—		—		—		(1,008)		(1,008)
Preferred stock dividends/distributions(b)	—	—		—	—		—		—		(57)		(57)
Net income (loss)	—	—		—	—		—		—		386		386
Balance, June 30, 2020	417	$	4	2	$	0	$	17,872	$	(6)	$	(8,044)	$	9,826

Common Stock 6.875% Mandatory Convertible Preferred Stock 4.50% Mandatory Convertible Preferred Stock AOCI
Shares ($0.01 Par) Shares ($0.01 Par) Shares ($0.01 Par) Additional
paid-in
capital Foreign Currency Translation Adjustments Dividends/Distributions in Excess of Earnings Total
Balance, January 1, 2017 360,536,659
$ 3,605
—
—
—
$ —
$ 10,938,236
$ (5,888 ) $ (3,378,838 ) $ 7,557,115
Stock-based compensation related activity, net of forfeitures 739,805
7
—
—
—
—
75,482
—
—
75,489
Purchases and retirement of capital stock (256,820 ) (3 ) —
—
—
—
(23,034 ) —
—
(23,037 )
Net proceeds from issuance of common stock 45,255,158
454
—
—
—
—
4,220,312
—
—
4,220,766
Net proceeds from issuance of preferred stock —
—
1,650,000
17
—
—
1,607,742
—
—
1,607,759
Other comprehensive income (loss)^(a)
—
—
—
—
—
—
—
929
—
929
Common stock dividends/distributions —
—
—
—
—
—
—
—
(1,083,200 ) (1,083,200 )
Preferred stock dividends —
—
—
—
—
—
—
—
(29,935 ) (29,935 )
Net income (loss) —
—
—
—
—
—
—
—
346,446
346,446
Balance, September 30, 2017 406,274,802
$ 4,063
1,650,000
$ 17
—
$ —
$ 16,818,738
$ (4,959 ) $ (4,145,527 ) $ 12,672,332

Common Stock 6.875% Mandatory Convertible Preferred Stock 4.50% Mandatory Convertible Preferred Stock AOCI
Shares ($0.01 Par) Shares ($0.01 Par) Shares ($0.01 Par) Additional
paid-in
capital Foreign Currency Translation Adjustments Dividends/Distributions in Excess of Earnings Total
Balance, January 1, 2016 333,771,660
$ 3,338
—
—
9,775,000
$ 98
$ 9,548,580
$ (4,398 ) $ (2,458,397 ) $ 7,089,221
Stock-based compensation related activity, net of forfeitures 257,720
2
—
—
—
—
67,260
—
—
67,262
Purchases and retirement of capital stock (287,513 ) (3 ) —
—
—
—
(24,756 ) —
—
(24,759 )
Net proceeds from issuance of common stock 3,828,064
38
—
—
—
—
323,760
—
—
323,798
Other comprehensive income (loss)^(a)
—
—
—
—
—
—
—
(1,143 ) —
(1,143 )
Common stock dividends/distributions —
—
—
—
—
—
—
—
(899,934 ) (899,934 )
Preferred stock dividends —
—
—
—
—
—
—
—
(32,991 ) (32,991 )
Net income (loss) —
—
—
—
—
—
—
—
232,263
232,263
Balance, September 30, 2016 337,569,931
$ 3,375
—
$ —
9,775,000
$ 98
$ 9,914,844
$ (5,541 ) $ (3,159,059 ) $ 6,753,717

~~See notes to~~ condensed consolidated ~~financial statements.~~statement of operations and other comprehensive income (loss) for the components of other comprehensive income (loss).

(b)See note 7 for information regarding common and preferred stock dividends declared per share.

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited

(Tabular dollars in ~~thousands,~~millions, except per share amounts)

The information contained in the following notes to the condensed consolidated financial statements is condensed from that which would appear in the annual consolidated financial statements; accordingly, the condensed consolidated financial statements included herein should be reviewed in conjunction with the consolidated financial statements for the fiscal year ended December 31, ~~2016~~,2020, and related notes thereto, included in the ~~2016~~2020 Form 10-K filed by Crown Castle International Corp. ("CCIC") with the SEC. Capitalized terms used but not defined in these notes to the condensed consolidated financial statements have the same meaning given to them in ~~our 2016~~the 2020 Form 10-K. References to the "Company" ~~include~~refer to CCIC and its predecessor, as applicable, and their subsidiaries, unless otherwise indicated or the context indicates otherwise. As used herein, the term "including," and any variation thereof means "including without limitation." The use of the word "or" herein is not exclusive. Unless the context suggests otherwise, references to "U.S." are to the United States of America and Puerto Rico, collectively.

The Company owns, operates and leases shared ~~wireless~~communications infrastructure that ~~has been acquired or constructed over time and~~ is geographically dispersed throughout the ~~United States and Puerto Rico ("~~U.S."), ~~including:~~including (1) towers and other structures, such as rooftops (collectively, "towers"), and (2) fiber primarily supporting small cell networks ("small cells") and fiber ~~based solutions (collectively, "small cells"~~solutions. The Company's towers, fiber and ~~together with towers, "wireless infrastructure").~~small cells assets are collectively referred to herein as "communications infrastructure," and the Company's customers on its communications infrastructure are referred to herein as "tenants."

The Company's core business is providing access, including space or capacity, to its shared ~~wireless~~communications infrastructure via long-term contracts in various forms, including ~~licenses, subleases~~lease, license, sublease and ~~lease agreements.~~service agreements (collectively, "tenant contracts").

The Company's operating segments consist of (1) Towers and (2) ~~Small Cells.~~Fiber. See note 10.

As part of the Company's effort to provide comprehensive ~~wireless~~communications infrastructure solutions, as an ancillary business, the Company also offers certain ~~network~~ services primarily relating to its ~~wireless infrastructure,~~Towers segment, predominately consisting of (1) site development services primarily relating to existing or new tenant equipment installations, ~~on its wireless infrastructure,~~ including: site acquisition, architectural and engineering, or zoning and permitting (collectively, "site development services") and (2) tenant equipment installation or subsequent ~~augmentations.~~augmentations (collectively, "installation services").

The Company operates as a REIT for U.S. federal income tax purposes. In addition, the Company has certain taxable REIT subsidiaries ("TRSs"). See note 6.

Approximately 53% of the Company's towers are leased or subleased or operated and managed under master leases, subleases, and other agreements with AT&T and T-Mobile, including agreements assumed by T-Mobile following its merger with Sprint, ~~and T-Mobile.~~completed on April 1, 2020. The Company has the option to purchase these towers at the end of their respective lease terms. The Company has no obligation to exercise such purchase options.

Basis of Presentation

The condensed consolidated financial statements included herein are unaudited; however, they include all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to state fairly the consolidated financial position of the Company at ~~September~~June 30, ~~2017, and~~2021, the condensed consolidated results of operations for the three and six months ended June 30, 2021 and 2020, and the condensed consolidated cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016.~~2020. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


2.	2.Summary ~~of Significant Accounting Policies~~

~~The significant accounting policies used in the preparation~~ of ~~the Company's condensed consolidated financial statements are disclosed in the 2016 Form 10-K, other than certain recent accounting pronouncements described below.~~Significant Accounting Policies

Recently Adopted Accounting Pronouncements

No accounting pronouncements adopted during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 had a material impact on the Company's condensed consolidated financial statements.

~~CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)~~

~~(Tabular dollars in thousands, except per share amounts)~~

Recent Accounting Pronouncements Not Yet Adopted

In May 2014, the FASB released updated guidance regarding the recognition of revenue from contracts with customers, exclusive of those contracts within lease accounting. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (1) identify the contracts with the customer; (2) identify the performance obligations in the contract; (3) determine the contract price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. This guidance is effective for the Company on January 1, 2018, following the FASB's July 2015 decision to defer the effective date of the standard by one year. This guidance is required to be applied, at the Company's election, either (1) retrospectively to each prior reporting period presented, or (2) with the cumulative effect being recognized at the date of initial application. The Company expects to adopt the guidance effective January 1, 2018 with the cumulative effect being recognized at the date of initial application, and doesNo new accounting pronouncements issued but not ~~expect the guidance~~yet adopted are expected to have a material impact on ~~its~~the Company's condensed consolidated financial statements.

~~In February 2016,~~

3.Revenues

Site rental revenues

The Company generates site rental revenues from its core business by providing tenants with access, including space or capacity, to its shared communications infrastructure via long-term tenant contracts in various forms, including lease, license, sublease and service agreements. Providing such access over the ~~FASB issued new guidance~~length of the tenant contract term represents the Company’s sole performance obligation under its tenant contracts.

Site rental revenues from the Company's tenant contracts are recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the relevant tenant contract, which generally ranges from five to 15 years for wireless tenants and three to 20 years for the Company's fiber solutions tenants (including from organizations with high-bandwidth and multi-location demands), regardless of whether the payments from the tenant are received in equal monthly amounts during the life of the tenant contract. Certain of the Company's tenant contracts contain (1) fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the CPI), (2) multiple renewal periods exercisable at the tenant's option and (3) only limited termination rights at the applicable tenant's option through the current term. If the payment terms call for fixed escalations, upfront payments, or rent-free periods, the revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the agreement. When calculating straight-line rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions, even if such escalation provisions contain a variable element in addition to a minimum. The Company's assets related to straight-line site rental revenues include current amounts of $174 million included in "Other current assets" and non-current amounts of $1.4 billion included in "Deferred site rental receivables" as of June 30, 2021. Amounts billed or received prior to being earned are deferred and reflected in "Deferred revenues" and "Other long-term liabilities." Amounts to which the Company has an unconditional right to payment, which are related to both satisfied or partially satisfied performance obligations, are recorded within "Receivables, net" on the recognition, measurement, presentation and disclosure of leases. The new guidance requires lessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments for all leases with a term greater than 12 months. The accounting for lessors remains largely unchanged from existing guidance. This guidance is effective for the Company as of January 1, 2019 and is required to be applied using a modified retrospective approach for all leases existing at, or entered into after, the beginning of the earliest comparative period presented. Early adoption is permitted, however, the Company does not expect to early adopt the new guidance. The Company (1) has established and is progressing through the various steps of a cross functional project plan to assess the impact of the standard; (2) expects this guidance to have a material impact on itsCompany's condensed consolidated balance ~~sheet due~~sheet.

Services and other revenues

As part of the Company’s effort to provide comprehensive communications infrastructure solutions, as an ancillary business, the Company offers certain services primarily relating to its Towers segment, predominately consisting of (1) site development services and (2) installation services. Upon contract commencement, the Company assesses its services to tenants and identifies performance obligations for each promise to provide a distinct service.

The Company may have multiple performance obligations for site development services, which primarily include: structural analysis, zoning, permitting and construction drawings. For each of the above performance obligations, services revenues are recognized at completion of the applicable performance obligation, which represents the point at which the Company believes it has transferred goods or services to the ~~addition~~tenant. The revenue recognized is based on an allocation of ~~right-of-use assets~~the transaction price among the performance obligations in a respective contract based on estimated standalone selling price. The volume and mix of site development services may vary among contracts and may include a combination of some or all of the above performance obligations. Payments generally are due within 45 to 60 days and generally do not contain variable-consideration provisions. The transaction price for the Company's tower installation services consists of amounts for (1) permanent improvements to the Company's towers that represent a lease ~~liabilities for all lessee arrangements with~~component and (2) the performance of the service. Amounts under the Company's tower installation service agreements that represent a ~~term greater than 12 months;~~lease component are recognized as site rental revenues on a straight-line basis over the length of the associated estimated lease term. For the performance of the installation service, the Company has one performance obligation, which is satisfied at the time of the applicable installation or augmentation and ~~(3) continues~~recognized as services and other revenues. Since performance obligations are typically satisfied prior to ~~assess additional impacts~~

receiving payment from tenants, the unconditional right to ~~its~~payment is recorded within "Receivables, net" on the Company’s condensed consolidated ~~financial statements, including~~balance sheet. The vast majority of the Company’s services generally have a duration of one year or less.

Additional information on revenues

As of both January 1, 2021 and June 30, 2021, $2.8 billion of unrecognized revenue was reported in "Deferred revenues" and "Other long-term liabilities" on our condensed consolidated ~~statement~~balance sheet. During the six months ended June 30, 2021, approximately $315 million of ~~operations and~~ the ~~condensed consolidated statement~~January 1, 2020 unrecognized revenue balance was recognized as revenue. During the six months ended June 30, 2020, approximately $300 million of ~~cash flows.~~the January 1, 2020 unrecognized revenue balance was recognized as revenue.

~~In February 2017,~~The following table is a summary of the FASB issued new guidance which clarifies the scope and application on accounting for the de-recognition of non-financial assets and in substance non-financial assets, including sales and partial sales of real estate assets. The new guidance also eliminates the existing industry specific guidance for partial sales of real estate, and requires full gain recognition upon partial sales of real estate. The guidance is effective fornon-cancelable contracted amounts owed to the Company by tenants pursuant to tenant contracts in effect as of January 1, 2018. The guidance may be early adopted, but must be adopted concurrently with the FASB's May 2014 guidance on revenue from contracts with customers. The guidance is required to be applied, at the Company's election, either (1) retrospectively to each prior reporting period presented or (2) with the cumulative effect being recognized at the date of initial application. The Company does not expect this guidance to have a material impact on its condensed consolidated financial statements.June 30, 2021.


	Six Months Ending December 31,		Years Ending December 31,
	2021		2022		2023		2024		2025		Thereafter		Total
Contracted amounts(a)	$	2,254	$	4,377	$	3,841	$	3,341	$	3,223	$	15,254	$	32,290


3.			~~Acquisitions~~

~~FiberNet Acquisition~~

~~On November 1, 2016,~~(a)Based on the ~~Company announced that it had entered into~~nature of the contract, tenant contracts are accounted for pursuant to relevant lease accounting (ASC 842) or revenue accounting (ASC 606) guidance. Excludes amounts related to services, as those contracts generally have a ~~definitive agreement to acquire FPL FiberNet Holdings, LLC~~duration of one year or less.

See note 10 for further information regarding the Company's operating segments.

4.Debt and ~~certain~~Other Obligations

The table below sets forth the Company's debt and other subsidiaries of NextEra Energy, Inc. (collectively, "FiberNet") for approximately $1.5 billion in cash, subject to certain limited adjustments ("FiberNet Acquisition"). FiberNet is a fiber services provider in Florida and Texas that,obligations as of June 30, 2021.


	Original Issue Date		Final Maturity Date(a)		Balance as of June 30, 2021			Balance as of December 31, 2020		Stated Interest Rate as of June 30, 2021(a)
3.849% Secured Notes	Dec. 2012		Apr. 2023		$	998		$	997	3.9	%
Secured Notes, Series 2009-1, Class A-2	July 2009		Aug. 2029		57			60		9.0	%
Tower Revenue Notes, Series 2015-1	May 2015		May 2042	(b)(h)	299			299		3.2	%
Tower Revenue Notes, Series 2018-1	July 2018		July 2043	(b)	249			248		3.7	%
Tower Revenue Notes, Series 2015-2	May 2015		May 2045	(b)	696			695		3.7	%
Tower Revenue Notes, Series 2018-2	July 2018		July 2048	(b)	744			743		4.2	%
Finance leases and other obligations	Various		Various	(c)	248			236		Various		(c)
Total secured debt					$	3,291		$	3,278
2016 Revolver	Jan. 2016		June 2026	(i)	$	0	(d)	$	290	N/A		(e)
2016 Term Loan A	Jan. 2016		June 2026	(g)(i)	1,237			2,252		1.2	%	(e)
Commercial Paper Notes	June 2021	(f)	July 2021	(f)(g)(h)	75		(f)	285		0.3	%
5.250% Senior Notes	Oct. 2012		Jan. 2023	(g)	0			1,646		5.3	%
3.150% Senior Notes	Jan. 2018		July 2023		747			746		3.2	%
3.200% Senior Notes	Aug. 2017		Sept. 2024		746			745		3.2	%
1.350% Senior Notes	June 2020		July 2025		495			494		1.4	%
4.450% Senior Notes	Feb. 2016		Feb. 2026		895			894		4.5	%
3.700% Senior Notes	May 2016		June 2026		746			745		3.7	%
1.050% Senior Notes	Feb. 2021		July 2026	(g)	989			0		1.1	%
4.000% Senior Notes	Feb. 2017		Mar. 2027		496			496		4.0	%
3.650% Senior Notes	Aug. 2017		Sept. 2027		994			994		3.7	%
3.800% Senior Notes	Jan. 2018		Feb. 2028		991			991		3.8	%
4.300% Senior Notes	Feb. 2019		Feb. 2029		593			593		4.3	%
3.100% Senior Notes	Aug. 2019		Nov. 2029		544			544		3.1	%
3.300% Senior Notes	Apr. 2020		July 2030		737			737		3.3	%
2.250% Senior Notes	June 2020		Jan. 2031		1,088			1,088		2.3	%
2.100% Senior Notes	Feb. 2021		Apr. 2031	(g)	987			0		2.1	%
2.500% Senior Notes	June 2021		July 2031	(h)	739			0		2.5	%
2.900% Senior Notes	Feb. 2021		Apr. 2041	(g)	1,232			0		2.9	%
4.750% Senior Notes	May 2017		May 2047		344			344		4.8	%
5.200% Senior Notes	Feb. 2019		Feb. 2049		395			395		5.2	%
4.000% Senior Notes	Aug. 2019		Nov. 2049		345			345		4.0	%
4.150% Senior Notes	Apr. 2020		July 2050		490			489		4.2	%
3.250% Senior Notes	June 2020		Jan. 2051		889			889		3.3	%
Total unsecured debt					$	16,794		$	16,002
Total debt and other obligations					20,085			19,280
Less: current maturities and short-term debt and other current obligations					71			129
Non-current portion of long-term debt and other long-term obligations					$	20,014		$	19,151

(a)See the ~~agreement~~2020 Form 10-K, including note 7, for additional information regarding the maturity and principal amortization provisions and interest rates relating to the Company's indebtedness.

(b)If the respective series of Tower Revenue Notes are not paid in full on or prior to an applicable anticipated repayment date, ~~owned or had rights~~then Excess Cash Flow (as defined in the indenture) of the issuers of such notes will be used to repay principal of the applicable series and class of the Tower Revenue Notes, and additional interest (of an additional approximately 5% per annum) will accrue on the respective Tower Revenue Notes. As of June 30, 2021, the Tower Revenue Notes have principal amounts of $300 million, $250 million, $700 million and $750 million, with anticipated repayment dates in 2022, 2023, 2025 and 2028, respectively.

(c)The Company's finance leases and other obligations relate to land, fiber, vehicles, and other assets and bear interest rates ranging up to 10% and mature in periods ranging from less than one year to approximately ~~11,500 route miles~~25 years.

(d)As of ~~fiber installed or under construction, inclusive of approximately 6,000 route miles in top metro markets. On January 17, 2017,~~June 30, 2021, the ~~Company closed the FiberNet Acquisition which was financed using proceeds from its November 2016 Equity Financing and borrowings~~undrawn availability under the 2016 Revolver ~~(see note 4).~~

The preliminary purchase price allocation for the FiberNet Acquisition is shown below and is based upon a preliminary valuation which is subject to change as the Company obtains additional information with respect to fixed assets, intangible assets and certain liabilities.was $5.0 billion.

~~CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)~~

~~(Tabular dollars in thousands, except per share amounts)~~

Preliminary Purchase Price Allocation
Current Assets $ 51,791
Property and equipment 439,961
Goodwill^(a)
779,013
Other intangible assets, net^(b)
327,338
Other non-current assets 72
Current liabilities (36,438 )
Other non-current liabilities (40,907 )
Net assets acquired^(c)
$ 1,520,830


~~(a)~~	~~The preliminary purchase price allocation for the FiberNet Acquisition resulted in the recognition of goodwill based on:~~

(e)Both the 2016 Revolver and 2016 Term Loan A bear interest, at our option, at either (1) LIBOR plus a credit spread ranging from 0.875% to 1.750% per annum or (2) an alternate base rate plus a credit spread ranging from 0.000% to 0.750% per annum, in each case, with the applicable credit spread based on the Company's ~~expectation~~senior unsecured debt rating. The Company pays a commitment fee ranging from 0.080% to ~~leverage the FiberNet fiber footprint to support new small cell networks and fiber~~0.300%, based ~~solutions,~~

~~the complementary nature of the FiberNet fiber to~~on the Company's ~~existing fiber assets and its location in top metro markets where~~senior unsecured debt rating, per annum on the ~~Company expects to see wireless carrier network investments,~~

~~the Company's belief that the acquired fiber assets are well-positioned to benefit from the continued growth trends in the wireless industry, and~~

~~other intangibles not qualified for separate recognition, including the assembled workforce.~~


~~(b)~~	~~Predominantly comprised of site rental contracts and customer relationships.~~


~~(c)~~	For tax purposes, the Fibernet Acquisition was treated as a purchase of assets. As a result of the tax step-up and the expectation that the vast majority of the assets will be included in the Company's REIT, no deferred taxes were recorded in connection with the FiberNet Acquisition.

Net revenues attributable to the FiberNet Acquisition are included in the Company's consolidated statements of operations and comprehensive income (loss) since the date the acquisition was completed. For the nine months ended September 30, 2017, the FiberNet Acquisition contributed $109.0 million to consolidated net revenues.

~~Wilcon Acquisition~~

On April 17, 2017, the Company announced that it had entered into a definitive agreement to acquire Wilcon Holdings LLC ("Wilcon") from Pamlico Holdings and other unit holders of Wilcon for approximately $600 million in cash, subject to certain limited adjustments ("Wilcon Acquisition"). Wilcon is a fiber services provider that owns approximately 1,900 route miles of fiber, primarily in Los Angeles and San Diego. On June 26, 2017, the Company closed the Wilcon Acquisition, which was financed using proceeds from the May 2017 Equity Financing (as defined in note 9) and the 4.75% Senior Notes (as defined in note 4).

The preliminary purchase price of approximately $600 million was primarily comprised of other intangible assets (predominantly comprised of site rental contracts and customer relationships) of approximately $140 million, property and equipment of approximately $150 million, goodwill of approximately $360 million, offset by deferred revenues of approximately $40 million.

~~The preliminary purchase price allocation for the Wilcon Acquisition resulted in the recognition of goodwill based on (1)~~ the Company's expectation to leverage the Wilcon fiber footprint to support new small cell networks and fiber based solutions, (2) the complementary nature of the Wilcon fiber to the Company's existing fiber assets and its location primarily in Los Angeles and San Diego, where the Company expects to see wireless carrier network investments, (3) the Company's belief that the acquired fiber assets are well positioned to benefit from the continued growth trends in the wireless industry, and (4) other intangibles not qualified for separate recognition, including the assembled workforce. The preliminary purchase price allocation for the Wilcon Acquisition is based upon a preliminary valuation which is subject to change as the Company obtains additional information with respect to fixed assets, intangible assets and certain liabilities.

~~Lightower Acquisition~~

On July 18, 2017, the Company announced that it has entered into a definitive agreement to acquire LTS Group Holdings LLC ("Lightower") from Berkshire Partners, Pamlico Capital and other investors for approximately $7.1 billion in cash, subject to certain limited adjustments ("Lightower Acquisition"). 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. On November 1, 2017, the Company closed the Lightower Acquisition, which was financed using (1) cash on hand, including proceeds from the July 2017 Equity Financings and August 2017 Senior Notes Offering, and (2) borrowingsundrawn available amount under the 2016 Revolver. ~~Due~~See note (i) for information regarding (1) potential adjustments to such percentages and (2) LIBOR transition provisions.

(f)Notes under the ~~proximity~~CP Program may be issued, repaid and re-issued from time to time, with an aggregate principal amount of Commercial Paper Notes outstanding under the CP Program at any time not to exceed $1.0 billion. The net proceeds of the ~~closing~~Commercial Paper Notes are expected to be used for general corporate purposes. The maturities of the ~~Lightower Acquisition to the 10-Q filing date, the Company was~~Commercial Paper Notes, when outstanding, may vary but may not ~~able to determine the preliminary purchase price allocation or provide pro forma financial information as of~~exceed 397 days from the date of ~~this report. See note 12.~~issue. The Commercial Paper Notes are issued under customary terms in the commercial paper market and are issued at a discount from par or, alternatively, can be issued at par and bear varying interest rates on a fixed or floating basis. As of June 30, 2021, the Company had net issuances of $75 million under the CP Program. At any point in time, the Company intends to maintain available commitments under its 2016 Revolver in an amount at least equal to the amount of Commercial Paper Notes outstanding. While any outstanding Commercial Paper Notes generally have short-term maturities, the Company classifies the outstanding issuances, when applicable, as long-term based on its ability and intent to refinance the outstanding issuances on a long-term basis.

~~CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)~~

~~(Tabular dollars in thousands, except per share amounts)~~


4.	~~Debt and Other Obligations~~

Original
Issue Date

Contractual
Maturity
Date ^(a)

Balance as of
September 30, 2017

Balance as of
December 31, 2016

Stated Interest
Rate as of
September 30, 2017^(a)
Bank debt - variable rate:
2016 Revolver Jan. 2016 Aug. 2022
^(e)
$ —
^(b)(d)(e)(f)
$ —
2.6 %
2016 Term Loan A Jan. 2016 Aug. 2022
^(e)
2,411,400
^(e)
1,954,173
2.6 %
Total bank debt 2,411,400
1,954,173

Securitized debt - fixed rate:
Secured Notes, Series 2009-1, Class A-1 July 2009 Aug. 2019 36,595
51,416
6.3 %
Secured Notes, Series 2009-1, Class A-2 July 2009 Aug. 2029 69,469
68,737
9.0 %
Tower Revenue Notes, Series 2010-3 Jan. 2010 Jan. 2040
^(c)
1,245,639
1,244,237
6.1 %
Tower Revenue Notes, Series 2010-6 Aug. 2010 Aug. 2040
^(c)
994,905
993,557
4.9 %
Tower Revenue Notes, Series 2015-1 May 2015 May 2042
^(c)
297,051
296,573
3.2 %
Tower Revenue Notes, Series 2015-2 May 2015 May 2045
^(c)
692,065
691,285
3.7 %
Total securitized debt 3,335,724
3,345,805

Bonds - fixed rate:
5.250% Senior Notes Oct. 2012 Jan. 2023 1,638,680
1,637,099
5.3 %
3.849% Secured Notes Dec. 2012 Apr. 2023 992,317
991,279
3.8 %
4.875% Senior Notes Apr. 2014 Apr. 2022 841,645
840,322
4.9 %
3.400% Senior Notes Feb./May 2016 Feb. 2021 849,836
849,698
3.4 %
4.450% Senior Notes Feb. 2016 Feb. 2026 890,887
890,118
4.5 %
3.700% Senior Notes May 2016 June 2026 742,521
741,908
3.7 %
2.250% Senior Notes Sept. 2016 Sept. 2021 695,069
693,893
2.3 %
4.000% Senior Notes Feb. 2017 March 2027 493,810
^(d)
—
4.0 %
4.750% Senior Notes May 2017 May 2047 342,524
^(f)
—
4.8 %
3.200% Senior Notes Aug. 2017 Sept. 2024 741,561
^(g)
—
3.2 %
3.650% Senior Notes Aug. 2017 Sept. 2027 990,734
^(g)
—
3.7 %
Total bonds 9,219,584
6,644,317

Other:
Capital leases and other obligations Various Various 237,707
226,847
Various
Total debt and other obligations 15,204,415
12,171,142

Less: current maturities and short-term debt and other current obligations 114,198
101,749

Non-current portion of long-term debt and other long-term obligations $ 15,090,217
$ 12,069,393


~~(a)~~	~~See the 2016 Form 10-K, including note 8, for additional information regarding the maturity and principal amortization provisions and interest rates relating to the Company's indebtedness.~~


~~(b)~~	~~As of~~ ~~September 30, 2017, the undrawn availability under the 2016 Revolver was $3.5 billion. In November 2017, the Company used proceeds from its 2016 Revolver to partially fund the Lightower Acqusition. See notes 3 and 12.~~

~~(c)~~

If the respective series of such debt is not paid in full on or prior to an applicable date, then Excess Cash Flow (as defined in the indenture) of the issuers of such notes will be used to repay principal of the applicable series, and additional interest (of an additional approximately 5% per annum) will accrue on the respective series. See the 2016 Form 10-K for additional information regarding these provisions.


~~(d)~~	In February 2017, the Company issued $500 million aggregate principal amount of 4.000% senior unsecured notes with a maturity date of March 2027 ("4.0% Senior Notes"). The Company used the net proceeds from the 4.0% Senior Notes offering to repay a portion of the borrowings under the 2016 Revolver.

~~(e)~~

In February 2017, the Company entered into an amendment to the Credit Facility to (1) incur additional term loans in an aggregate principal amount of $500 million, and (2) extend the maturity of both the 2016 Term Loan A and the 2016 Revolver to January 2022. In August 2017, the Company entered into an amendment to the Credit Facility to (1) increase the commitments under the 2016 Revolver by $1.0 billion, to total commitments of $3.5 billion, and (2) extend the maturity of both the 2016 Term Loan A and the 2016 Revolver to August 2022.


~~(f)~~	In May 2017, the Company issued $350 million aggregate principal amount of 4.750% senior unsecured notes due May 2047 ("4.75% Senior Notes"). The Company used the net proceeds from the 4.75% Senior Notes offering to partially fund the Wilcon Acquisition and to repay a portion of the borrowings under the 2016 Revolver.


~~(g)~~	In August 2017, the Company issued $750 million aggregate principal amount of 3.200% senior unsecured notes due September 2024 ("3.2% Senior Notes") and $1.0 billion aggregate principal amount of 3.650% senior unsecured notes due September 2027 ("3.65% Senior Notes") (collectively, "August 2017

~~CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)~~

~~(Tabular dollars in thousands, except per share amounts)~~

(g)In February 2021, the Company issued $3.25 billion aggregate principal amount of senior unsecured notes ("February 2021 Senior ~~Notes Offering"~~Notes")., which consisted of (1) $1.0 billion aggregate principal amount of 1.050% senior unsecured notes due July 2026, (2) $1.0 billion aggregate principal amount of 2.100% senior unsecured notes due April 2031 and (3) $1.25 billion aggregate principal amount of 2.900% senior unsecured notes due April 2041. The Company used the net proceeds from the February 2021 Senior Notes offering to (1) redeem all of the ~~August 2017~~outstanding 5.250% Senior Notes, ~~Offering~~(2) repay a portion of the outstanding Commercial Paper Notes and (3) repay a portion of outstanding borrowings under the 2016 Term Loan A.

(h)In June 2021, the Company issued $750 million aggregate principal amount of 2.500% senior unsecured notes due July 2031 ("June 2021 Senior Notes"). In June 2021, the Company used a portion of the net proceeds from the June 2021 Senior Notes offering (1) to ~~partially fund~~repay outstanding indebtedness under the ~~Lightower Acquisition~~CP Program and ~~pay related fees~~(2) for general corporate purposes. In July 2021, the Company used a portion of the net proceeds to repay in full the previously outstanding Tower Revenue Notes, Series 2015-1. See note 12 for further discussion regarding the use of proceeds in July 2021.

(i)In June 2021, the Company entered into an amendment to the Credit Facility that provided for, among other things, (1) the extension of the maturity date of the Credit Facility from June 2024 to June 2026, (2) reductions to the interest rate spread and ~~expenses. See notes 3~~unused commitment fee percentage upon meeting specified annual sustainability targets and ~~12.~~increases to the interest rate spread and unused commitment fee percentage upon the failure to meet specified annual sustainability thresholds and (3) the inclusion of "hardwired" LIBOR transition provisions consistent with those published by the Alternative Reference Rate Committee. With respect to the specified annual sustainability targets, the applicable interest rate spread is subject to an upward or downward adjustment of up to 0.05% and the unused commitment fee is subject to an upward or downward revision of up to 0.01% if the Company achieves, or fails to achieve, certain specified targets.

~~Contractual~~Scheduled Principal Payments and Final Maturities

The following are the scheduled ~~contractual~~principal payments and final maturities of the total debt and other long-term obligations of the Company outstanding as of ~~September~~June 30, ~~2017. These maturities reflect contractual maturity dates and~~2021, which do not consider the principal payments that will commence following the anticipated repayment dates on the Tower Revenue Notes.


	Six Months Ending December 31,			Years Ending December 31,												Unamortized Adjustments, Net		Total Debt and Other Obligations Outstanding
	2021			2022		2023		2024		2025		Thereafter		Total Cash Obligations
Scheduled principal payments and final maturities(a)	$	113	(b)	$	71	$	1,838	$	842	$	635	$	16,767	$	20,266	$	(181)	$	20,085

(a)Inclusive of the previously outstanding Tower Revenue Notes, Series 2015-1, which were repaid in July 2021. See note 12 for further discussion regarding the July repayment of previously outstanding debt.

(b)Predominately consists of outstanding indebtedness under the CP Program. Such amounts may be issued, repaid or re-issued from time to time.

Purchases and Redemptions of Long-Term Debt

The following is a summary of purchases and redemptions of long-term debt during the six months ended June 30, 2021.


	Principal Amount		Cash Paid(a)		Gains (Losses)(b)
5.250% Senior Notes	$	1,650	$	1,789	$	(143)
2016 Term Loan A	0		0		(1)
Total	$	1,650	$	1,789	$	(144)

(a)Exclusive of accrued interest.

(b)Inclusive of the write off of respective deferred financing costs.

Three Months Ending
December 31,
Years Ending December 31, Unamortized Adjustments, Net Total Debt and Other Obligations Outstanding
2017 2018 2019 2020 2021 Thereafter Total Cash Obligations
Scheduled contractual maturities $ 29,588
$ 113,667
$ 166,726
$ 154,989
$ 1,824,666
$ 13,022,295
$ 15,311,931
$ (107,516 ) $ 15,204,415

Interest Expense and Amortization of Deferred Financing Costs

The components of interest expense and amortization of deferred financing costs are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Interest expense on debt obligations	$	157	$	176	$	324	$	350
Amortization of deferred financing costs and adjustments on long-term debt	7		6		13		11
Capitalized interest	(3)		(4)		(7)		(8)
Total	$	161	$	178	$	330	$	353

5.Fair Value Disclosures

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Interest expense on debt obligations $ 151,765
$ 126,616
$ 422,765
$ 374,363
Amortization of deferred financing costs and adjustments on long-term debt 4,882
4,601
13,973
14,522
Other, net of capitalized interest (2,501 ) (1,301 ) (6,336 ) (3,229 )
Total $ 154,146
$ 129,916
$ 430,402
$ 385,656


	Level in Fair Value Hierarchy	June 30, 2021				December 31, 2020
		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	1	$	339	$	339	$	232	$	232
Restricted cash, current and non-current	1	186		186		149		149

Liabilities:
Total debt and other obligations	2	20,085		21,375		19,280		21,302


5.	~~Fair Value Disclosures~~

Level in Fair Value Hierarchy September 30, 2017 December 31, 2016

Carrying
Amount

Fair
Value

Carrying
Amount

Fair
Value
Assets:
Cash and cash equivalents 1 $ 6,719,134
$ 6,719,134
$ 567,599
$ 567,599
Restricted cash, current and non-current 1 120,730
120,730
129,547
129,547
Liabilities:
Total debt and other obligations 2 15,204,415
15,848,408
12,171,142
12,660,013

The fair value of cash and cash equivalents and restricted cash approximate the carrying value. The Company determines the fair value of its debt securities based on indicative, non-binding quotes from brokers. Quotes from brokers require judgment and are based on the brokers' interpretation of market information, including implied credit spreads for similar borrowings on recent trades or bid/ask prices or quotes from active markets if available. ~~There were~~Since December 31, 2020, there have been no changes ~~since~~ ~~December 31, 2016~~ in the Company's valuation techniques used to measure fair values.


6.	~~Income Taxes~~

6.Income Taxes

The Company operates as a REIT for U.S. federal income tax purposes. As a REIT, the Company is generally entitled to a deduction for dividends that it pays and therefore is not subject to U.S. federal corporate income tax on its net taxable income that is currently distributed to its stockholders. The Company also may be subject to certain federal, state, local and foreign taxes on its income and assets, including (1) ~~alternative minimum taxes, (2)~~ taxes on any undistributed income, ~~(3)~~(2) taxes related to the TRSs, ~~(4) certain state, local, or foreign income taxes, (5)~~(3) franchise taxes, ~~(6)~~(4) property taxes, and ~~(7)~~(5) transfer taxes. In addition, the Company could inunder certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Internal Revenue Code of 1986, as amended, ~~("Code")~~ to maintain qualification for taxation as a REIT.

~~CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)~~

~~(Tabular dollars in thousands, except per share amounts)~~

The Company's TRS assets and operations will continue to be subject, as applicable, to federal and state corporate income taxes or to foreign taxes in the jurisdictions in which such assets and operations are located. The Company's foreign assets and operations (including its tower operations in Puerto Rico) ~~most likely will be~~are subject to foreign income taxes in the jurisdictions in which such assets and operations are located, regardless of whether they are included in a TRS or not.

For the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016,~~2020, the Company's effective tax rate differed from the federal statutory rate predominately due to the Company's REIT status, including the dividends paid deduction.

On April 26, 2021, the Company entered into an agreement in principle with the ATO to pay approximately $63 million (A$83 million) to settle the previously disclosed outstanding audit of the Australian tax consequences of the Company’s 2015 sale of Crown Castle Australia Holdings Pty Ltd ("CCAL"), formerly a 77.6% owned Australian subsidiary of the Company ("ATO Settlement"). The sale of CCAL generated approximately $1.2 billion in net proceeds to the Company, and resulted in a gain from the disposal of discontinued operations of $979 million for the year ended December 31, 2015.

The Company previously recognized the ATO Settlement as a charge within discontinued operations in its condensed consolidated statement of operations and comprehensive income (loss) for the three months ended March 31, 2021, as this amount represented a reduction to the gain from the disposal of discontinued operations previously reported during the year


7.	~~Per Share Information~~

ended December 31, 2015. The ATO Settlement is recorded within "Other accrued liabilities" on the Company’s condensed consolidated balance sheet as of June 30, 2021.

On June 16, 2021, the Company entered into a definitive settlement agreement with the ATO evidencing the ATO Settlement. On July 1, 2021, the Company paid approximately $62 million (A$83 million), based on the exchange rate in effect on that date, pursuant to the ATO Settlement, which will be reflected within discontinued operations in the Company's third quarter 2021 condensed consolidated statement of cash flows.

7.Per Share Information

Basic net income (loss) attributable to CCIC common stockholders, per common share, excludes dilution and is computed by dividing net income (loss) attributable to CCIC common stockholders by the weighted-average number of common shares outstanding during the period. For the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2021 and 2020, diluted net income (loss) attributable to CCIC common stockholders, per common share, is computed by dividing net income (loss) attributable to CCIC common stockholders by the weighted-average number of common shares outstanding during the period, plus any potential dilutive common share equivalents, including shares issuable upon (1) ~~upon~~ the vesting of ~~restricted stock awards and~~ restricted stock units as determined under the treasury stock method and (2) upon conversion of the Company's 6.875% Mandatory Convertible Preferred Stock (as defined in note 9), as determined under the if-converted method. For the three and nine months ended September 30, 2016, diluted net income (loss) attributable to CCIC common stockholders, per common share is computed by dividing net income (loss) attributable to CCIC common stockholders by the weighted-average number of common shares outstanding during the period plus any potential dilutive common share equivalents, including shares issuable (1) upon the vesting of restricted stock awards and restricted stock units as determined under the treasury stock method and (2) upon conversion of the Company's previously outstanding ~~4.50%~~6.875% Mandatory Convertible Preferred Stock, ~~which converted to common stock during the fourth quarter of 2016,~~as applicable, as determined under the if-converted method.

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Net income (loss) attributable to CCIC stockholders $ 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 for basic and diluted computations $ 85,259
$ 87,369
$ 316,511
$ 199,272

Weighted-average number of common shares outstanding (in thousands):
Basic weighted-average number of common stock outstanding 395,359
337,564
373,561
336,426
Effect of assumed dilution from potential common shares relating to restricted stock units and restricted stock awards 1,676
845
1,431
650
Diluted weighted-average number of common shares outstanding 397,035
338,409
374,992
337,076

Net income (loss) attributable to CCIC common stockholders, per common share:
Basic $ 0.22
$ 0.26
$ 0.85
$ 0.59
Diluted $ 0.21
$ 0.26
$ 0.84
$ 0.59


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Income (loss) from continuing operations	$	333	$	200	$	455	$	386
Dividends on preferred stock	0		(28)		0		(57)
Income (loss) from continuing operations attributable to CCIC common stockholders for basic and diluted computations	$	333	$	172	$	455	$	329

Income (loss) from discontinued operations, net of tax	$	1	$	0	$	(62)	$	0
Net income (loss) attributable to CCIC common stockholders	$	334	$	172	$	393	$	329

Weighted-average number of common shares outstanding (in millions):
Basic weighted-average number of common stock outstanding	432		417		432		416
Effect of assumed dilution from potential issuance of common shares relating to restricted stock units	2		2		2		2
Diluted weighted-average number of common shares outstanding	434		419		434		418

Net income (loss) attributable to CCIC common stockholders, per common share:
Income (loss) from continuing operations, basic	$	0.77	$	0.41	$	1.05	$	0.79
Income (loss) from discontinued operations, basic	0		0		(0.14)		0
Net income (loss) attributable to CCIC common stockholders—basic	$	0.77	$	0.41	$	0.91	$	0.79
Income (loss) from continuing operations, diluted	$	0.77	$	0.41	$	1.04	$	0.79
Income (loss) from discontinued operations, diluted	0		0		(0.14)		0
Net income (loss) attributable to CCIC common stockholders—diluted	$	0.77	$	0.41	$	0.90	$	0.79

Dividends/distributions declared per share of common stock	$	1.33	$	1.20	$	2.66	$	2.40
Dividends/distributions declared per share of preferred stock	$	0	$	17.1875	$	0	$	34.3750

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2021, the Company granted ~~1.3 million~~1000000 restricted stock ~~units.~~ units to the Company's executives and certain other employees pursuant to its 2013 Long-Term Incentive Plan.

For ~~both~~ the ~~three and nine~~six months ended ~~September~~June 30, ~~2017, 15.9~~2020, approximately 14.5 million common share equivalents related to the previously outstanding 6.875% Mandatory Convertible Preferred Stock were excluded from the dilutive common shares because the impact of such conversion would be anti-dilutive, based on the Company's common stock price as of ~~September~~June 30, ~~2017. For both~~2020.

8.Commitments and Contingencies

Shareholder Litigation

In February and March 2020, putative securities class action suits were filed in the ~~three~~United States District Court for the District of New Jersey against the Company and ~~nine months~~certain of its current officers. The lawsuits were filed on behalf of investors that purchased or otherwise acquired stock of the Company between February 26, 2018 and February 26, 2020. The allegations concerned allegedly false or misleading statements or other alleged failures to disclose information about the Company's business, operations and prospects. The plaintiffs sought monetary damages and the award of the plaintiffs' costs and expenses incurred. In December 2020, the cases were consolidated as In re Crown Castle International Corp. Securities Litigation, No. 2:20-cv-02156 in the United States District Court for the District of New Jersey. On June 3, 2021, the lead plaintiffs filed a notice of voluntary dismissal of the lawsuit without prejudice, and, on June 14, 2021, the court entered an order effectuating that dismissal.

During the quarter ended ~~September~~June 30, ~~2016, 11.6 million common share equivalents~~2020, derivative lawsuits were filed in the United States District Court for the District of Delaware against the Company's then-current directors, certain of its current officers, and the Company as a nominal defendant. Each complaint alleged, among other things, breaches of fiduciary duties, waste of corporate assets, unjust enrichment, and false or misleading statements. The derivative plaintiffs sought, among other things, unspecified monetary damages, costs and expenses, restitution from the defendants, and an order requiring the Company to implement certain corporate governance reforms. As a nominal defendant, no monetary relief was sought against the Company itself. In June 2020, the derivative lawsuits were consolidated as In re Crown Castle International Corp. Derivative Litigation, C.A. No. 20-00606-MN in the United States District Court for the District of Delaware. On July 27, 2021, the plaintiffs in the consolidated case filed a notice of voluntary dismissal of the lawsuit without prejudice, and on that same day, the court entered an order effectuating that dismissal.

Durham Lawsuits

The Company has received notices of claims and has been named as one of several defendants in lawsuits stemming from an April 2019 gas leak explosion in Durham, North Carolina, which occurred near an area where the Company's subcontractors were installing fiber. The explosion resulted in two fatalities, physical injuries (some of which were serious), and property damage to surrounding buildings and businesses. Currently, the Company is unable to determine the likelihood of an outcome or estimate a range of possible losses, if any, related to these lawsuits.

New York State Department of Transportation

In 2019, the State of New York passed legislation authorizing the Department of Transportation ("NYSDOT") to enter into agreements with any fiber provider for the use and occupancy of the state right-of-way for fiber optic lines. The legislation authorizes the NYSDOT to charge a fee of up to fair market value for such use and occupancy. To date, the Company has paid fees relating to newly deployed fiber lines but has not been required to pay, and has not recognized any costs in connection with, any fees relating to previously ~~outstanding 4.50% Mandatory Convertible Preferred Stock were excluded from~~deployed fiber lines.

The Company believes that the ~~dilutive common shares because~~legislation violates both federal and state law and is evaluating its legal options regarding any use and occupancy fees that may be assessed on previously deployed fiber. Currently, the ~~impact~~Company is unable to determine the likelihood of ~~such conversion would~~an outcome or reasonably estimate the amount of fees, if any, that it may be ~~anti-dilutive, based on~~required to pay as a result of the ~~Company's common stock price as of September 30, 2016.~~legislation.

Other Matters

~~CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)~~

~~(Tabular dollars in thousands, except per share amounts)~~


8.	~~Commitments and Contingencies~~

The Company is involved in various other claims, assessments, lawsuits or proceedings arising in the ordinary course of business. While there are uncertainties inherent in the ultimate outcome of such other matters and it is impossible to presently determine the ultimate costs or losses that may be incurred, if any, management believes the adverse resolution of such uncertainties and the incurrence of such costs should not have a material adverse effect on the Company's condensed consolidated financial position or results of operations. Additionally, the Company and certain of its subsidiaries are contingently liable for commitments or performance guarantees arising in the ordinary course of business, including certain letters of credit or surety bonds. In addition, see note 1 for a discussion of the ~~Company has the~~Company's option to purchase approximately 53% of ~~the Company's~~its towers at the end of their respective lease terms. The Company has no obligation to exercise such purchase options.


9.	~~Equity~~

9.Equity

Declaration and Payment of Dividends

During the ~~nine~~six months ended ~~September~~June 30, ~~2017~~,2021, the following ~~dividends~~dividends/distributions were declared ~~and~~or paid:

Equity Type

Declaration Date

Record Date

Payment Date

Dividends Per Share

Aggregate

Payment

Amount(a)

Common Stock

February 18, 2021

March 15, 2021

March 31, 2021

1.33

581

Common Stock

May 21, 2021

June 14, 2021

June 30, 2021

1.33

579

Equity Type Declaration Date Record Date Payment Date Dividends Per Share
Aggregate
Payment
Amount
(In millions)

Common Stock February 17, 2017 March 17, 2017 March 31, 2017 $ 0.95
$ 343.3
^(a)
Common Stock May 18, 2017 June 16, 2017 June 30, 2017 $ 0.95
$ 350.3
^(a)
Common Stock August 3, 2017 September 15, 2017 September 29, 2017 $ 0.95
$ 389.6
^(a)
6.875% Mandatory Convertible Preferred Stock September 21, 2017 October 15, 2017 November 1, 2017 $ 18.1424
$ 29.9


~~(a)~~			~~Inclusive of dividends accrued for holders of unvested restricted stock units, which will be paid when and if the restricted stock units vest.~~

(a)Inclusive of dividends accrued for holders of unvested restricted stock units, which will be paid when and if the restricted stock units vest.

See also note 12 for a discussion of the Company's ~~October 2017 declaration of its quarterly~~ common stock ~~dividend.~~dividend declared in August 2021.

Purchases of the Company's Common Stock

For the ~~nine~~six months ended ~~September~~June 30, ~~2017~~,2021, the Company purchased ~~0.3~~0.4 million shares of its common stock utilizing ~~$23.0~~$68 million in cash. The shares of common stock ~~shares~~ purchased relate to shares withheld in connection with the payment of withholding taxes upon vesting of restricted ~~stock.~~stock units.

~~"At the Market"~~2018 "At-the-Market" Stock Offering Program

The Company ~~maintains~~previously maintained an ~~"at the market"~~"at-the-market" stock offering program ~~("ATM Program")~~ through which it ~~may, from time~~had the right to ~~time,~~ issue and sell shares of its common stock having an aggregate ~~cumulative~~ gross sales price of up to ~~$500.0~~$750 million ("2018 ATM Program"). The Company terminated its previously outstanding 2018 ATM Program in March 2021 with the entire gross sales price of $750 million remaining unsold.

2021 "At-the-Market" Stock Offering Program

In March 2021, the Company established a new "at-the-market" stock offering program through which it may issue and sell shares of its common stock having an aggregate gross sales price of up to ~~or through sales agents.~~$750 million ("2021 ATM Program"). Sales ~~if any,~~ under the 2021 ATM Program may be made by means of ordinary brokers' transactions on the ~~New York Stock Exchange~~NYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or, subject to the Company's specific instructions, ~~of the Company,~~ at negotiated prices. The Company intends to use the net proceeds from any sales under the 2021 ATM Program for general corporate purposes, which may include (1) the funding of future acquisitions or investments ~~and~~or (2) the repayment or repurchase of any outstanding indebtedness. ~~During the nine months ended September 30, 2017, 0.2 million~~The Company has not sold any shares of common stock ~~were sold~~ under the ATM Program generating net proceeds of $22.0 million after giving effect to sales agent commissions of $0.2 million. As of September 30, 2017, the Company had approximately $150 million of gross sales of common stock availability remaining under the2021 ATM Program.

~~May 2017 Equity Financing~~

On May 1, 2017, the Company completed an offering of 4.75 million shares of its common stock, which generated net proceeds of approximately $442 million ("May 2017 Equity Financing"). The Company used the net proceeds of the May 2017 Equity Financing to partially fund the Wilcon Acquisition.

10.Operating Segments

~~CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)~~

~~(Tabular dollars in thousands, except per share amounts)~~

~~July 2017 Equity Financings~~

On July 26, 2017, the Company completed an offering of 40.15 million shares of common stock, including certain additional shares sold pursuant to the underwriters' option, which generated net proceeds of approximately $3.8 billion ("July 2017 Common Stock Offering"). The Company used the net proceeds of the July 2017 Common Stock Offering to partially fund the Lightower Acquisition and pay related fees and expenses. See note 12.

On July 26, 2017, the Company completed an offering of 1.65 million shares of the Company's 6.875% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share, at $1,000 per share ("6.875% Mandatory Convertible Preferred Stock"), including certain additional shares sold pursuant to the underwriters' option, which generated net proceeds of approximately $1.6 billion ("Mandatory Convertible Preferred Stock Offering"). The Company used the net proceeds from the Mandatory Convertible Preferred Stock Offering to partially fund the Lightower Acquisition and pay related fees and expenses. See note 12.

The holders of the 6.875% Mandatory Convertible Preferred Stock are entitled to receive cumulative dividends, when and if declared by the Company's board of directors, at the rate of 6.875% on the liquidation preference of $1,000 per share. The dividends may be paid in cash or, subject to certain limitations, in shares of the Company's common stock or any combination of cash and shares of common stock on February 1, May 1, August 1 and November 1 of each year, commencing on November 1, 2017 and to, and including, August 1, 2020. The terms of the 6.875% Mandatory Convertible Preferred Stock provide that, unless accumulated dividends have been paid or set aside for payment on all outstanding shares of 6.875% Mandatory Convertible Preferred Stock for all past dividend periods, no dividends may be declared or paid on common stock.

Unless converted earlier, each outstanding share of the 6.875% Mandatory Convertible Preferred Stock will automatically convert on August 1, 2020 into between 8.6806 and 10.4167 shares of the Company's common stock, depending on the applicable market value of the common stock and subject to certain anti-dilution adjustments. At any time prior to August 1, 2020, holders of the 6.875% Mandatory Convertible Preferred Stock may elect to convert all or a portion of their shares into common stock at the minimum conversion rate of 8.6806, subject to certain anti-dilution adjustments.

~~The July 2017 Common Stock Offering and Mandatory Convertible Preferred Stock Offering are collectively referred to herein as "July 2017 Equity Financings."~~

~~CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)~~

~~(Tabular dollars in thousands, except per share amounts)~~

The Company's operating segments ~~are~~consist of (1) Towers and (2) ~~Small Cells.~~Fiber. The Towers segment provides access, including space or capacity, to the Company's approximately 40,000 towers geographically dispersed throughout the U.S. The Towers segment also reflects certain ~~network~~ancillary services relating to the Company's towers, predominately consisting of site development services and installation services. The ~~Small Cells~~Fiber segment provides access, including space or capacity, to the Company's approximately ~~32,000~~80,000 route miles of fiber primarily supporting small cell networks and fiber ~~based solutions.~~solutions geographically dispersed throughout the U.S.

The measurements of profit or loss used by the Company's chief operating decision maker ("CODM") to evaluate the ~~results of operations~~performance of its operating segments are (1) segment site rental gross margin, (2) segment ~~network~~ services and other gross margin and (3) segment operating profit. The Company defines segment site rental gross margin as segment site rental revenues less segment site rental cost of operations, which excludes stock-based compensation expense and prepaid lease purchase price adjustments recorded in consolidated cost of operations. The Company defines segment ~~network~~ services and other gross margin as segment ~~network~~ services and other revenues less segment ~~network~~ services and other cost of operations, which excludes stock-based compensation expense recorded in consolidated cost of operations. The Company defines segment operating profit as segment site rental gross margin plus segment ~~network~~ services and other gross margin, and segment other operating (income) expense, less selling, general and administrative expenses attributable to the respective segment. All of these measurements of profit or loss are exclusive of depreciation, amortization and accretion, which are shown separately.

The following tables set forth the Company's segment operating results for the three and six months ended June 30, 2021 and 2020. Costs that are directly attributable to Towers and ~~Small Cells~~Fiber are assigned to those respective segments. Additionally, certain costs are shared across segments and are reflected in the Company's segment measures through allocations that management believes to be reasonable. The "Other" column (1) represents amounts excluded from specific segments, such as ~~restructuring charges (credits),~~ asset write-down charges, acquisition and integration costs, depreciation, amortization and accretion, amortization of prepaid lease purchase price adjustments, interest expense and amortization of deferred financing costs, gains (losses) on retirement of long-term obligations, net gain (loss) on interest rate swaps, gains (losses) on foreign currency swaps, ~~impairment of available-for-sale securities,~~ interest income, other income (expense), ~~cumulative effect of a change in accounting principle,~~ income (loss) from discontinued operations, and stock-based compensation expense, and (2) reconciles segment operating profit to income (loss) before income taxes, as the amounts are not utilized in assessing each segment’s performance. The "Other" total assets balance includes corporate assets such as cash and cash equivalents which have not been allocated to specific segments. There are no significant revenues resulting from transactions between the Company's operating segments.

~~CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)~~

~~(Tabular dollars in thousands, except per share amounts)~~

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 revenues 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 512,776
108,631
621,407
499,281
64,675
563,956
Segment network services and other gross margin 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 (loss) 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^(b)
12,365
12,365
27,379
27,379
Income (loss) before income taxes $ 117,577
$ 103,407
Capital expenditures $ 108,625
$ 171,650
$ 7,876
$ 288,151
$ 103,679
$ 111,885
$ 5,617
$ 221,181
Total assets (at period end) $ 18,099,103
$ 5,927,354
$ 6,985,299
$ 31,011,756
$ 18,466,528
$ 3,298,927
$ 406,268
$ 22,171,723


	Three Months Ended June 30, 2021								Three Months Ended June 30, 2020
	Towers		Fiber		Other		Consolidated Total		Towers		Fiber		Other		Consolidated Total
Segment site rental revenues	$	952	$	473			$	1,425	$	868	$	451			$	1,319
Segment services and other revenues	154		4				158		117		4				121
Segment revenues	1,106		477				1,583		985		455				1,440
Segment site rental cost of operations	221		161				382		218		150				368
Segment services and other cost of operations	100		3				103		104		2				106
Segment cost of operations(a)(b)	321		164				485		322		152				474
Segment site rental gross margin	731		312				1,043		650		301				951
Segment services and other gross margin	54		1				55		13		2				15
Segment selling, general and administrative expenses(b)	26		44				70		24		45				69
Segment operating profit (loss)	759		269				1,028		639		258				897
Other selling, general and administrative expenses					$	70	70						$	65	65
Stock-based compensation expense					34		34						37		37
Depreciation, amortization and accretion					408		408						402		402
Interest expense and amortization of deferred financing costs					161		161						178		178
Other (income) expenses to reconcile to income (loss) before income taxes(c)					16		16						9		9
Income (loss) before income taxes							$	339							$	206
Capital expenditures	$	63	$	235	$	10	$	308	$	92	$	310	$	12	$	414
Total assets (at period end)	$	22,207	$	15,771	$	995	$	38,973	$	22,200	$	15,616	$	3,085	$	40,901


~~(a)~~			Segment cost of operations excludes (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.

(a)Exclusive of depreciation, amortization and accretion shown separately.

(b)Segment cost of operations excludes (1) stock-based compensation of $5 million and $7 million for the three months ended June 30, 2021 and 2020, respectively, and (2) prepaid lease purchase price adjustments of $4 million for both of the three months ended June 30, 2021 and 2020. Selling, general and administrative expenses exclude stock-based compensation expense of $29 million and $30 million for the three months ended June 30, 2021 and 2020, respectively.

(c)See condensed consolidated statement of operations for further information.


	Six Months Ended June 30, 2021								Six Months Ended June 30, 2020
	Towers		Fiber		Other		Consolidated Total		Towers		Fiber		Other		Consolidated Total
Segment site rental revenues	$	1,847	$	947			$	2,794	$	1,735	$	894			$	2,629
Segment services and other revenues	265		9				274		225		7				232
Segment revenues	2,112		956				3,068		1,960		901				2,861
Segment site rental cost of operations	433		322				755		432		302				734
Segment services and other cost of operations	175		6				181		199		4				203
Segment cost of operations(a)(b)	608		328				936		631		306				937
Segment site rental gross margin	1,414		625				2,039		1,303		592				1,895
Segment services and other gross margin	90		3				93		26		3				29
Segment selling, general and administrative expenses(b)	51		89				140		48		96				144
Segment operating profit (loss)	1,453		539				1,992		1,281		499				1,780
Other selling, general and administrative expenses					$	136	136						$	135	135
Stock-based compensation expense					68		68						73		73
Depreciation, amortization and accretion					816		816						801		801
Interest expense and amortization of deferred financing costs					330		330						353		353
Other (income) expenses to reconcile to income (loss) before income taxes(c)					174		174						21		21
Income (loss) before income taxes							$	468							$	397
Capital expenditures	$	114	$	472	$	23	$	609	$	197	$	638	$	26	$	861


~~(b)~~			~~See condensed consolidated statement of operations for further information.~~

(a)Exclusive of depreciation, amortization and accretion shown separately.

(b)Segment cost of operations excludes (1) stock-based compensation expense of $11 million and $13 million for the six months ended June 30, 2021 and 2020, respectively, and (2) prepaid lease purchase price adjustments of $9 million for both of the six months ended June 30, 2021 and 2020. Selling, general and administrative expenses exclude stock-based compensation expense of $57 million and $60 million for the six months ended June 30, 2021 and 2020, respectively.

(c)See condensed consolidated statement of operations for further information.

~~CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)~~

~~(Tabular dollars in thousands, except per share amounts)~~

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 revenues 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 1,526,289
301,085
1,827,374
1,492,828
188,365
1,681,193
Segment network services and other gross margin 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 (loss) 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^(b)
39,955
39,955
112,170
112,170
Income (loss) from continuing operations before income taxes $ 357,736
$ 245,060
Capital expenditures $ 317,050
$ 514,006
$ 20,456
$ 851,512
$ 318,900
$ 279,488
$ 15,790
$ 614,178
11.Supplemental Cash Flow Information

The following table is a summary of the Company's supplemental cash flow information:


	Six Months Ended June 30,
	2021		2020
Supplemental disclosure of cash flow information:
Cash payments related to operating lease liabilities(a)	$	274	$	268
Interest paid	344		337
Income taxes paid	13		1
Supplemental disclosure of non-cash operating, investing and financing activities:
New ROU assets obtained in exchange for operating lease liabilities	324		260
Increase (decrease) in accounts payable for purchases of property and equipment	(16)		13
Purchase of property and equipment under finance leases and installment purchases	23		14


~~(a)~~			Segment cost of operations excludes (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 condensed consolidated statement of operations for further information.~~

~~CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES~~(a)Excludes the Company's contingent payments pursuant to operating leases, which are recorded as expense in the period such contingencies are resolved.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)~~The reconciliation of cash, cash equivalents, and restricted cash reported within various lines on the condensed consolidated balance sheet to amounts reported in the condensed consolidated statement of cash flows is shown below.

~~(Tabular dollars in thousands, except per share amounts)~~


	June 30, 2021		December 31, 2020
Cash and cash equivalents	$	339	$	232
Restricted cash, current	181		144
Restricted cash reported within other assets, net	5		5
Cash, cash equivalents and restricted cash	$	525	$	381


~~11.~~	~~Supplemental Cash Flow Information~~

12.Subsequent Events

Nine Months Ended September 30,
2017 2016
Supplemental disclosure of cash flow information:
Interest paid $ 420,317
$ 357,094
Income taxes paid 13,853
11,740
Supplemental disclosure of non-cash investing and financing activities:
Increase (decrease) in accounts payable for purchases of property and equipment (5,282 ) 1,390
Purchase of property and equipment under capital leases and installment purchases 25,189
40,295
Preferred stock dividends declared but not paid (see note 9) 29,935
10,997
June 2021 Senior Notes Offering Use of Proceeds


~~12.~~	~~Subsequent Events~~

~~Lightower Acquisition~~

~~On November 1, 2017,~~In July 2021, the Company ~~closed the Lightower Acquisition. See note 3 for further discussion~~used a portion of the ~~Lightower Acquisition.~~net proceeds of the June 2021 Senior Notes offering to repay in full the previously outstanding Tower Revenue Notes, Series 2015-1.

Common Stock Dividend

On ~~October 15, 2017,~~August 5, 2021, the Company's board of directors declared a quarterly ~~common stock~~ cash dividend of ~~$1.05~~$1.33 per common share. The ~~common stock~~quarterly dividend will be ~~paid~~payable on ~~December 29, 2017~~September 30, 2021 to common stockholders of record as of ~~December~~September 15, ~~2017.~~2021.


~~ITEM 2.~~	~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the response to Part I, Item 1 of this report and the consolidated financial statements of the Company including the related notes and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A")included in ~~our 2016~~the 2020 Form 10-K. Capitalized terms used but not defined in this Item have the same meaning given to them in our 2016 Form 10-K. Unless this Form 10-Q indicates otherwise or the context otherwise requires, the terms "we," "our," "our company," "the company," or "us" as used in this Form 10-Q refer to Crown Castle International Corp., and its predecessor, as applicable, and their subsidiaries.

General Overview

Overview

We own, operate and lease shared ~~wireless~~communications infrastructure that ~~has been acquired or constructed over time and~~ is geographically dispersed throughout the U.S., ~~and which consists of~~including approximately (1) ~~approximately~~ 40,000 towers and (2) ~~over 60,000~~80,000 route miles of fiber ~~after giving effect to the Lightower Acquisition,~~ primarily supporting small ~~cell networks~~cells and fiber ~~based~~ solutions.

Our towers have a significant presence in the top 100 basic trading areas ("BTAs"), and the majority of our small cells and fiber is located in major metropolitan areas. Site rental revenues represented ~~84%~~90% of our ~~third~~second quarter ~~2017~~2021 consolidated net revenues. Our Towers ~~operating~~ segment and ~~Small Cells operating~~Fiber segment accounted for ~~81%~~67% and ~~19%~~33%, respectively, of our ~~third~~second quarter ~~2017~~2021 site rental revenues. Within our Fiber segment, 70% and 30% of our second quarter 2021 Fiber site rental revenues related to fiber solutions and small cells, respectively. See note 10 to our condensed consolidated financial statements. The vast majority of our site rental revenues is of a recurring nature and ~~was contracted for in a prior year.~~is subject to long-term tenant contracts with our tenants.

Strategy

~~Our~~As a leading provider of shared communications infrastructure in the U.S., our strategy is to create long-term stockholder value via a combination of (1) growing cash flows generated from our existing portfolio of ~~wireless~~communications infrastructure, (2) returning a meaningful portion of our cash ~~provided~~generated by operating activities to our common stockholders in the form of dividends and (3) investing capital efficiently to grow cash flows and long-term dividends per share. Our strategy is based, in part, on our belief that the U.S. is the most attractive market for shared communications infrastructure investment with the greatest long-term growth potential. We measure our efforts to create "long-term stockholder value" by the combined payment of dividends to stockholders and growth in our ~~per share~~per-share results. The key elements of our strategy are to:

•Grow cash flows from our ~~wireless~~existing communications infrastructure. We ~~seek to maximize our~~are focused on maximizing the recurring site rental cash flows ~~by working~~generated from providing our tenants with ~~our customers to provide them quick~~long-term access to our ~~wireless~~shared infrastructure ~~and entering into associated long-term leases.~~assets, which we believe is the core driver of value for our stockholders. Tenant additions or modifications of existing tenant equipment (collectively, "tenant additions") enable our ~~customers~~tenants to expand coverage and capacity in order to meet increasing demand for ~~wireless connectivity,~~data 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'~~wireless tenants' growing ~~connectivity~~network needs through our shared ~~wireless~~communications infrastructure model, which is an efficient and ~~cost effective~~cost-effective way to serve our ~~customers. We also~~tenants. Additionally, we believe ~~that there will be considerable future demand for~~ our ~~wireless infrastructure based on the location of~~ability to share our ~~wireless infrastructure~~fiber assets across multiple tenants to deploy both small cells and ~~the rapid growth in wireless connectivity, which will lead~~offer fiber solutions allows us to ~~future growth in the wireless industry.~~

generate cash flows and increase stockholder return.

•Return cash ~~provided~~generated by operating activities to common stockholders in the form of dividends. We believe that distributing a meaningful portion of our cash ~~provided~~generated by operating activities appropriately provides common stockholders with increased certainty for a portion of expected long-term stockholder value while still ~~retaining~~allowing us to retain 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 common stockholders.

•Invest capital efficiently to grow cash flows and long-term dividends per share. We In addition to adding tenants to existing communications infrastructure, we seek to invest our available capital, including the net cash ~~provided~~generated by our operating activities and external financing sources, in a manner that will increase long-term stockholder value on a risk-adjusted basis. These investments include constructing and acquiring new communications infrastructure that we expect will generate future cash flow growth and attractive long-term returns by adding tenants to those assets over time. Our historical investments have included the following (in no particular order):

◦construction of towers, fiber and small cells;

◦acquisitions of towers, fiber and small cells;

◦acquisitions of land interests (which primarily relate to land assets under towers);


◦	~~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, repayments or redemptions of our debt.~~

◦improvements and structural enhancements to our existing communications infrastructure;

◦purchases of shares of our common stock from time to time; and

◦purchases, repayments or redemptions of our debt.

Our strategy to create long-term stockholder value is based on our belief that ~~additional~~there will be considerable future demand for our ~~wireless~~communications infrastructure ~~will be created by~~based on the ~~expected continued~~location of our assets and the rapid growth in the demand for ~~wireless connectivity.~~data. We believe that such demand for our ~~wireless~~communications infrastructure will continue, will result in growth of our cash flows due to tenant additions on our existing ~~wireless~~communications infrastructure, and will create other growth opportunities for us, such as demand for ~~new wireless infrastructure.~~newly constructed or acquired communications infrastructure, as described above. Further, we seek to augment the long-term value creation associated with growing our recurring site rental cash flows by offering certain ancillary site development and installation services within our Towers segment.

Highlights of Business Fundamentals and Results

~~The following are certain highlights of our business fundamentals and results as of and for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2017~~.

•We operate as a REIT for U.S. federal income tax ~~purposes.~~purposes


◦	As a REIT, we are generally entitled to a deduction for dividends that we pay and therefore are not subject to U.S. federal corporate income tax on our taxable income that is distributed to our stockholders.


◦	To qualify and be taxed as a REIT, we will generally be required to distribute at least 90% of our REIT taxable income, after the utilization of our NOLs (determined without regard to the dividends paid deduction and excluding net capital gain), each year to our stockholders.


◦	~~See note 6 to our condensed consolidated financial statements for further discussion of our REIT status.~~

◦As a REIT, we are generally entitled to a deduction for dividends that we pay and therefore are not subject to U.S. federal corporate income tax on our taxable income that is distributed to our stockholders.

◦To remain qualified and taxed as a REIT, we will generally be required to annually distribute to our stockholders at least 90% of our REIT taxable income, after the utilization of our NOLs (determined without regard to the dividends paid deduction and excluding net capital gain).

◦See note 6 to our condensed consolidated financial statements for further discussion of our REIT status.

•Potential growth resulting from ~~wireless network expansion and new entrants caused by~~the increasing demand for data

◦We expect existing and potential new tenant demand for our communications infrastructure will result from (1) new technologies, (2) increased usage of mobile entertainment, mobile internet, and machine-to-machine applications, (3) adoption of other emerging and embedded wireless devices (including smartphones, laptops, tablets, wearables and other devices), (4) increasing smartphone penetration, (5) wireless carrier focus on expanding both network quality and capacity, including the use of both towers and small cells, (6) the adoption of other bandwidth-intensive applications (such as cloud services and video communications), (7) the availability of additional spectrum and (8) increased government initiatives to support connectivity throughout the U.S.


◦	We expect wireless carriers will continue their focus on improving network quality and expanding capacity by utilizing a combination of towers and small cells solutions. We believe our product offerings of towers and small cells provide a comprehensive wireless solution to our customers' growing wireless infrastructure needs.

◦

We expect existing and potential new customer demand for our wireless infrastructure will result from (1) new technologies, (2) increased usage of wireless applications (including mobile entertainment, mobile internet usage, and machine-to-machine applications), (3) adoption of other emerging and embedded wireless devices (including smartphones, laptops, tablets, and other devices), (4) increasing smartphone penetration, (5) wireless carrier focus on expanding both network quality and capacity, including the use of both towers and small cells or (6) the availability of additional spectrum.


◦	~~Tenant additions are achieved at a low incremental operating cost, delivering high incremental returns.~~

◦We expect U.S. wireless carriers will continue to focus on improving network quality and expanding capacity (including through 5G initiatives) by utilizing a combination of towers and small cells. We believe our product offerings of towers and small cells provide a comprehensive solution to our wireless tenants' growing communications infrastructure needs.

◦We expect organizations will continue to increase the usage of high-bandwidth applications that will require the utilization of more fiber infrastructure and fiber solutions, such as those we provide.

◦Within our Fiber segment, we are able to generate growth and returns for our stockholders by deploying our fiber for both small cells and fiber solutions tenants.

◦Tenant additions on our existing communications infrastructure are achieved at a low incremental operating cost, delivering high incremental returns.

•Substantially all of our ~~wireless~~communications infrastructure can accommodate additional tenancy, either as currently constructed or with appropriate modifications.


◦	~~U.S. wireless carriers continue to invest in their networks.~~

•Investing capital efficiently to grow long-term dividends per share (see also "Item 2. MD&A—General Overview—Strategy")

◦Discretionary capital expenditures of $573 million for the six months ended June 30, 2021, predominately resulting from the construction of new communications infrastructure and improvements to existing communications infrastructure in order to support additional tenants.

◦We expect to continue to construct and acquire new communications infrastructure based on our tenants' needs and generate attractive long-term returns by adding additional tenants over time.

•Site rental revenues under long-term tenant ~~leases~~contracts

◦Initial terms of five to 15 years for site rental revenues derived from wireless tenants, with contractual escalations and multiple renewal periods, exercisable at the option of the tenant, of five to 10 years each.


◦	~~Initial terms of five to 15 years with multiple renewal periods at the option of the tenant of five to ten years each.~~


◦	~~Weighted-average remaining term of approximately five years, exclusive of renewals at the tenants' option, currently representing approximately $18 billion of expected future cash inflows.~~

~~Revenues predominately~~◦Initial terms that generally vary between three to 20 years for site rental revenues derived from our fiber solutions tenants (including from organizations with high-bandwidth and multi-location demands).

◦Weighted-average remaining term of approximately six years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $32 billion of expected future cash inflows.

•Majority of our revenues from large wireless carriers


◦	~~Approximately 84% of our site rental revenues were derived from AT&T, Sprint, T-Mobile, and Verizon Wireless. See also~~ ~~"Item 2. MD&A—General Overview—Outlook Highlights"~~ ~~presented below.~~

◦Approximately 74% of our site rental revenues were derived from T-Mobile, AT&T and Verizon Wireless for the six months ended June 30, 2021.

•Majority of land ~~interests~~ under our towers under long-term control

◦

Approximately 90% of our Towers segment site rental gross margin and more than 75% of our Towers segment site rental gross margin is derived from towers that reside on land that we own or control for greater than ten and 20 years, respectively. The aforementioned amounts include towers that reside on land interests that are owned, including fee interests and perpetual easements, which represent over one-third of our Towers segment site rental gross margin.

◦Approximately 90% of our Towers site rental gross margin and approximately 80% of our Towers site rental gross margin is derived from towers located on land that we own or control for greater than 10 and 20 years, respectively. The aforementioned percentages include towers located on land that is owned, including through fee interests and perpetual easements, which represent approximately 40% of our Towers site rental gross margin.

•Majority of our fiber assets are located in major metropolitan areas and are on public rights-of-way.

•Minimal sustaining capital expenditure requirements


◦	~~Sustaining capital expenditures represented less than 2% of net revenues.~~

◦Sustaining capital expenditures represented approximately 1% of net revenues.

•Debt portfolio with long-dated maturities extended over multiple years, with the vast majority of such debt having a fixed rate (see notes 4 and 12 to our condensed consolidated financial statements and "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt)

◦As of June 30, 2021, after giving effect to the July 2021 repayment of the previously outstanding Tower Revenue Notes, Series 2015-1, our outstanding debt has a weighted-average interest rate of 3.2% and weighted-average maturity of approximately ten years (assuming anticipated repayment dates on our outstanding Tower Revenue Notes).


◦	~~After giving effect to the closing of the Lightower Acquisition, 81% of our debt is fixed rate.~~


◦	~~Our debt service coverage and leverage ratios were comfortably within their respective financial maintenance covenants.~~

◦93% of our debt has fixed rate coupons, after giving effect to the July 2021 repayment of the previously outstanding Tower Revenue Notes, Series 2015-1.

◦Our debt service coverage and leverage ratios are within their respective financial maintenance covenants.

•During ~~2017,~~2021, we have completed the following ~~debt and equity~~ financing ~~transactions~~activities (see notes 4, 9 and 912 to our condensed consolidated financial ~~statements~~statements)

◦In February 2021, we issued $3.25 billion aggregate principal amount of senior unsecured notes ("February 2021 Senior Notes"), which consisted of (1) $1.0 billion aggregate principal amount of 1.050% senior unsecured notes due July 2026, (2) $1.0 billion aggregate principal amount of 2.100% senior unsecured notes due April 2031 and ~~"Item 2. MD&A—Liquidity~~(3) $1.25 billion aggregate principal amount of 2.900% senior unsecured notes due April 2041. We used the net proceeds from the February 2021 Senior Notes offering to (1) redeem all of the outstanding 5.250% Senior Notes, (2) repay the outstanding Commercial Paper Notes and ~~Capital Resources"~~(3) repay a portion of outstanding borrowings under the 2016 Term Loan A.

◦In March 2021, we terminated the previously outstanding 2018 ATM Program and established the 2021 ATM Program through which we may issue and sell shares of our common stock having an aggregate gross sales price of up to $750 million.

◦In June 2021, we issued $750 million aggregate principal amount of 2.500% senior unsecured notes due July 2031 ("June 2021 Senior Notes"). In June 2021, we used a portion of the net proceeds of the June 2021 Senior Notes offering (1) to repay outstanding indebtedness under the CP Program and (2) for general corporate purposes. In July 2021, we used a portion of the net proceeds to repay in full the previously outstanding Tower Revenue Notes, Series 2015-1.

◦In June 2021, we entered into an amendment to the Credit Facility that provided for, among other things, (1) the extension of the maturity date of the Credit Facility from June 2024 to June 2026, (2) reductions to the interest rate spread and unused commitment fee percentage upon meeting specified annual sustainability targets and increases to the interest rate spread and unused commitment fee percentage upon the failure to meet specified annual sustainability thresholds and (3) the inclusion of "hardwired" LIBOR transition provisions consistent with those published by the Alternative Reference Rate Committee.


◦	~~In February 2017, we issued the 4.0% Senior Notes and used the net proceeds to repay a portion of the borrowings under the 2016 Revolver.~~


◦	In February 2017, we entered into an amendment to the Credit Facility to (1) incur additional term loans in an aggregate principal amount of $500 million and (2) extend the maturity of both the 2016 Term Loan A and the 2016 Revolver to January 2022.


◦	~~In May 2017, we issued the 4.75% Senior Notes and used the net proceeds (1) to partially fund the Wilcon Acquisition and (2) to repay a portion of the borrowings under the 2016 Revolver.~~


◦	~~During May 2017, we completed the May 2017 Equity Financing, which generated net proceeds of approximately $442 million, and used the net proceeds to partially fund the Wilcon Acquisition.~~


◦	~~During July and August 2017, we completed the following financings, the aggregate proceeds of which we used to partially fund the Lightower Acquisition and pay related fees and expenses (see note 12):~~


◦	~~the July 2017 Common Stock Offering, which generated net proceeds of approximately $3.8 billion;~~


◦	~~the Mandatory Convertible Preferred Stock Offering, which generated net proceeds of approximately $1.6 billion; and~~


◦	~~the August 2017 Senior Notes Offering, which generated net proceeds of approximately $1.7 billion.~~


◦	During August 2017, we entered into an amendment to the Credit Facility to (1) increase the commitments under the 2016 Revolver by $1.0 billion, for total commitments of $3.5 billion, and (2) extend the maturity of both the 2016 Term Loan A and the 2016 Revolver to August 2022.

•Significant cash flows from operations


◦	~~Net cash provided by operating activities was~~ ~~$1.4 billion~~.


◦	In addition to the positive impact of contractual escalators, we expect to grow our core business of providing access to our wireless infrastructure as a result of future anticipated additional demand for our wireless infrastructure.

◦Net cash provided by operating activities was $1.4 billion for the six months ended June 30, 2021.

◦In addition to the positive impact of contractual escalators, we expect to grow our core business of providing access to our communications infrastructure as a result of future anticipated additional demand for our communications infrastructure.

•Returning cash flows provided by operations to stockholders in the form of dividends

◦

~~During each of the first three quarters of 2017,~~

◦During the second quarter of 2021, we paid a common stock dividend of $1.33 per share, totaling approximately $1.2 billion.

◦In August 2021, our board of directors declared a quarterly common stock dividend of $1.33 per share.

◦We currently expect our common stock cash dividend of $0.95 per share, totaling approximately $1.1 billion. In October 2017, we increased our quarterly common stock dividend to $1.05 per share, from an annualized amount of $3.80 per share to an annualized amount of $4.20 per share. As such, our board of directors declared a quarterly common stock cash dividend of $1.05 per share in October 2017, which represents an increase of 11% from the quarterly common stock cash dividend declared during the first three quarters of 2017. We currently expect our anticipated common stock cash dividends over the next 12 months to be a cumulative amount of at least $4.20 per share, or an aggregate amount of at least $1.7 billion. Over time, we expect to increase our dividend per share generally commensurate with our realized growth in cash flows. Any future dividends are subject to the approval of our board of directors.

~~Investing capital efficiently~~ to ~~grow long-term dividends~~be a cumulative amount of at least $5.32 per share,


◦	~~Discretionary capital expenditures were~~ ~~$791.8 million, including wireless infrastructure improvements in order to support additional site rentals, construction of wireless infrastructure and land purchases.~~


◦	See note 3 to our condensed consolidated financial statements for a discussion of the FiberNet Acquisition and the Wilcon Acquisition and notes 3 and 12 to our condensed consolidated financial statements and ~~"Lightower Acquisition"~~ ~~below for a discussion of the Lightower Acquisition, all of which we expect to leverage to support the construction of new small cells and fiber.~~

~~Lightower Acquisition~~ or an aggregate amount of approximately $2.3 billion.

~~In July 2017,~~

◦Over time, we ~~entered into a definitive agreement~~expect to ~~acquire Lightower for approximately $7.1 billion~~increase our dividend per share generally commensurate with our growth in cash flows. Any future common stock dividends are subject to certain limited adjustments. On November 1, 2017, we closed the Lightower Acquisition, which was financed using (1) cash on hand, including the proceeds from the July 2017 Equity Offerings and August 2017 Senior Notes Offering, and (2) borrowings under the 2016 Revolver. Lightower owns or has rights to approximately 32,000 route milesdeclaration by our board of ~~fiber located primarily in top metro markets in the Northeast, including Boston, New York and Philadelphia.~~directors. See ~~notes 3 and 12~~note 9 to our condensed consolidated financial ~~statements.~~statements for further information regarding our common stock and dividends.

Outlook Highlights

The following are certain highlights of our full year ~~2017 and 2018~~2021 outlook that impact our business fundamentals described above.

•We expect that, when compared to full year 2020, our full year ~~2017 and 2018~~2021 site rental revenue ~~growth~~ will be positively impacted by ~~(1) a healthy environment for~~ tenant additions, as large wireless carriers ~~upgrade~~ and ~~enhance their networks~~fiber solutions tenants continue to ~~meet~~focus on meeting the increasing ~~need~~demand for ~~wireless connectivity, (2)~~data.

•We expect to continue to invest a ~~contribution~~meaningful amount of ~~$885 to $905 million to site rental revenue during 2018 from~~our available capital in the ~~FiberNet Acquisition, the Wilcon Acquisition and the Lightower Acquisition, collectively (see notes 3 and 12 to our condensed consolidated financial statements), and (3) anticipated non-renewals~~form of ~~tenant leases primarily resulting from our customers' decommissioning of the Acquired Networks.~~

~~We expect~~discretionary capital expenditures for ~~2017~~2021 based on the anticipated returns on such discretionary investments. We expect that our discretionary capital expenditures in 2021 will decrease when compared to 2020 as a result of both (1) the completion of certain fiber expansion projects in 2020 and ~~2018 to exceed levels from 2016~~(2) an expected higher proportion of small cell capital expenditures associated with ~~a continued increase in the construction of new small cells.~~ less capital-intensive tenant additions.

•We also expect sustaining capital expenditures to beremain approximately 2% of net revenues for full year ~~2017~~2021, consistent with historical annual levels.

Coronavirus (COVID-19)

In accordance with the U.S. Department of Homeland Security guidance issued in March 2020 designating telecommunications infrastructure and ~~2018.~~networks as critical infrastructure, we have continued our operations to ensure the viability of communications networks, which are essential to public health and safety. In response to the pandemic, we have taken a variety of measures to ensure the availability of our critical infrastructure, promote the health and safety of our employees, and support the communities in which we operate. These measures included requiring work-from-home arrangements for a large portion of our workforce, imposing travel restrictions for our employees where practicable, canceling physical participation in meetings, events and conferences, forming an internal committee to monitor and implement procedures for the return of our workforce to an office setting, and other modifications to our business practices. We have begun allowing employees based in certain offices to return to the office environment, on a voluntary basis, and currently intend to re-open our offices in the third quarter of 2021. We will continue to actively monitor the situation and may take further actions as may be required by governmental authorities, as advised by public health officials or that we determine are in the best interests of our employees, tenants, business partners and stockholders.

We do not believe that COVID-19 had a material impact on our financial position, results of operations and cash flows during the six months ended June 30, 2021. Given the Company’s access to various sources of liquidity and no near term debt maturities other than Commercial Paper Notes and principal payments on amortizing debt, we currently anticipate that we will be able to maintain sufficient liquidity as we manage through the current environment. See also "Item 2. MD&A—Liquidity and Capital Resources—Liquidity Position."

Results of Operations

The following discussion of our results of operations should be read in conjunction with our condensed consolidated financial statements and ~~our 2016~~the 2020 Form 10-K.

The following discussion of our results of operations is based on our condensed consolidated financial statements prepared in accordance with GAAP, which requires us to make estimates and judgments that affect the reported amounts (see "Item 2. MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" and note 2 to our consolidated financial statements in ~~our 2016~~the 2020 Form 10-K).

~~Our operating segments consist of (1) Towers and (2) Small Cells.~~ See ~~note 10 to our condensed consolidated financial statements for further discussion of our operating segments.~~

~~See~~ "Item 2. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures" for a discussion of our use of (1) segment site rental gross margin, (2) segment ~~network~~ services and other gross margin, (3) segment operating profit, including their respective definitions, and (4) Adjusted EBITDA, including its definition, and a reconciliation to net ~~income (loss).~~income.

Our operating segments consist of (1) Towers and (2) Fiber. See note 10 to our condensed consolidated financial statements for further discussion of our operating segments.

Highlights of ~~the Company's~~our results of operations for the three months ended ~~September~~June 30, ~~2017~~2021 and ~~2016~~2020 are depicted below.


(In millions of dollars)	Three Months Ended June 30,
	2021	2020	$ Change	% Change
Site rental revenues:
Towers site rental revenues	$952	$868	+$84	+10%
Fiber site rental revenues	$473	$451	+$22	+5%
Total site rental revenues	$1,425	$1,319	+$106	+8%
Segment site rental gross margin:
Towers site rental gross margin(a)	$731	$650	+$81	+12%
Fiber site rental gross margin(a)	$312	$301	+$11	+4%
Segment services and other gross margin:
Towers services and other gross margin(a)	$54	$13	+$41	+315%
Fiber services and other gross margin(a)	$1	$2	$(1)	(50)%
Segment operating profit:
Towers operating profit(a)	$759	$639	+$120	+19%
Fiber operating profit(a)	$269	$258	+$11	+4%
Income from continuing operations	$333	$200	+$133	+67%
Net income attributable to CCIC stockholders	$334	$200	+$134	+67%
Adjusted EBITDA(b)	$958	$831	+$127	+15%

($ in thousands) Three Months Ended September 30,
2017 2016 $ Change % Change
Site rental revenues:
Towers site rental revenues $724,813 $709,603 +$15,210 +2%
Small Cells site rental revenues $167,950 $102,429 +$65,521 +64%
Total site rental revenues $892,763 $812,032 +$80,731 +10%
Segment site rental gross margin:
Towers site rental gross margin^(a)
$512,776 $499,281 +$13,495 +3%
Small Cells site rental gross margin^(a)
$108,631 $64,675 +$43,956 +68%
Segment network services and other gross margin:
Towers network services and other gross margin^(a)
$62,156 $69,584 -$7,428 -11%
Small Cells network services and other gross margin^(a)
$3,229 $2,811 $418 15%
Segment operating profit:
Towers operating profit^(a)
$552,442 $546,640 +$5,802 +1%
Small Cells operating profit^(a)
$93,445 $53,006 +$40,439 +76%
Adjusted EBITDA^(b)
$604,802 $564,120 +$40,682 +7%
Net income attributable to CCIC common stockholders $85,259 $87,369 -$2,110 -2%


~~(a)~~			See note 10 to our condensed consolidated financial statements for further discussion of our definitions of segment site rental gross margin, segment network services and other gross margin and segment operating profit.


~~(b)~~	~~See reconciliation of Adjusted EBITDA in "Item 2. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures."~~

(a)See note 10 to our condensed consolidated financial statements and "Item 2. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures" for further discussion of our definitions of segment site rental gross margin, segment services and other gross margin and segment operating profit.

(b)See reconciliation of this non-GAAP financial measure to net income (loss) and definition included in "Item 2. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures."

Site rental revenues grew ~~$80.7~~$106 million, or ~~10%~~8%, ~~from~~for the three months ended ~~September~~June 30, ~~2016~~2021 compared to the three months ended ~~September~~June 30, ~~2017.~~2020. This growth was predominately comprised of the factors depicted in the chart below:

(In millions of dollars)


~~(a)~~			~~Includes (1) amortization of up front payments received from long-term tenant contracts and other deferred credits (commonly referred to as prepaid rent) and (2) the construction of small cells.~~


~~(b)~~	~~Represents initial contribution of acquisitions and tower builds until the one-year anniversary of the acquisition or build.~~

(a)Includes amortization of up-front payments received from long-term tenant contracts and other deferred credits (commonly referred to as prepaid rent).

(b)Represents the contribution from recent acquisitions until the one-year anniversary of the acquisition.

Towers site rental revenues for the ~~third~~second quarter of ~~2017~~2021 were ~~$724.8~~$952 million and increased by ~~$15.2~~$84 million, or 2%10%, from ~~$709.6~~$868 million during the same period in the prior year. The increase in Towers site rental revenues was impacted by the following items, inclusive of straight-line ~~accounting, in no particular order:~~accounting: tenant additions across our entire portfolio, renewals or extensions of tenant ~~leases,~~contracts, escalations ~~acquisitions,~~ and non-renewals of ~~tenant leases predominately arising from our customers' decommissioning of the Acquired Networks.~~tenants contracts. Tenant additions were influenced by our ~~customers'~~tenants' ongoing efforts to improve network quality and capacity.

~~Small Cells~~Fiber site rental revenues for the ~~third~~second quarter of ~~2017~~2021 were ~~$168.0~~$473 million and increased by ~~$65.5~~$22 million, or ~~64%~~5%, from ~~$102.4~~$451 million during the same period in the prior year. The increase in ~~Small Cells~~Fiber site rental revenues was predominately impacted by ~~(1) $37.9 million from~~ the ~~FiberNet Acquisition completed in January 2017, (2) $13.3 million from the Wilcon Acquisition completed in June 2017~~increased demand for small cells and ~~(3) the leasing of newly constructed small cells. Demand~~fiber solutions. Increased demand for small cells was ~~influenced~~driven by our ~~customers' growing adoption of small cells as~~tenants' network strategy in an ~~important component of their network strategy~~effort to provide capacity and relieve network ~~congestion.~~congestion, and increased demand for fiber solutions was driven by increasing demand for data.

The increase in Towers site rental gross margin from the second quarter of 2020 to the second quarter of 2021 was related to the ~~previously mentioned 2%~~previously-mentioned 10% increase in Towers site rental revenues and relatively fixed costs to operate our towers. The increase in ~~Small Cells~~Fiber site rental gross margin was predominately related to the ~~previously mentioned 64%~~previously-mentioned 5% increase in ~~Small Cells~~Fiber site rental revenues.

Towers ~~network~~ services and other gross margin was ~~$62.2~~$54 million for the ~~third~~second quarter of ~~2017~~2021 and ~~decreased~~increased by ~~$7.4~~$41 million ~~or 11%,~~ from ~~$69.6~~$13 million during the same period in the prior year, which is a reflection of ~~(1)~~ the volume of activity from ~~carrier~~carriers' network enhancements and ~~(2)~~ the volume and mix of ~~network~~ services and other work. Our ~~network~~ services and other offerings are of a variable nature as these revenues are not under long-term contracts.

~~General~~Selling, general and administrative expenses for the ~~third~~second quarter of ~~2017 were $100.8~~2021were $169 million and increased by ~~$10.9~~$5 million, or ~~approximately 12%~~3%, from ~~$89.9~~$164 million during the same period in the prior year. The increase in selling, general and administrative expenses was primarily related to the growth in our ~~Small Cells~~ business, aspartially offset by a ~~result of activities such as (1) the FiberNet Acquisition, (2) the Wilcon Acquisition and (3) the continued expansion of~~decrease due to, among other factors, our ~~Small Cells segment.~~fourth quarter 2020 reduction in force (as discussed in our 2020 Form 10-K).

Towers operating profit for the ~~third~~second quarter of ~~2017~~2021 increased by ~~$5.8~~$120 million, or 1%19%, from the same period in the prior year. The increase in Towers operating profit was primarily ~~impacted by~~related to the growth in our Towers site rental revenues and relatively fixed costs to operate our ~~towers.~~towers as well as the previously-mentioned increase in Towers services and other gross margin.

~~Small Cells~~Fiber operating profit for the ~~third~~second quarter of ~~2017~~2021 increased by ~~$40.4~~$11 million, or ~~76%~~4%, from the same period in the prior year. ~~Small Cells~~The increase in Fiber operating profit was ~~positively impacted by the FiberNet Acquisition, the Wilcon Acquisition and the leasing of newly constructed small cells.~~

~~Adjusted EBITDA increased $40.7 million, or 7%, from the third quarter of 2016~~primarily related to the ~~third quarter of 2017. Adjusted EBITDA was primarily impacted by~~ the previously-mentioned growth in our Fiber site rental ~~activities in both Towers and Small Cells, including the FiberNet Acquisition and Wilcon Acquisition as discussed above.~~revenues.

Depreciation, amortization and accretion was $296.0 million for the third quarter of 2017 and increased by $15.2 million, or 5%, from $280.8 million during the same period in the prior year. This increase predominately resulted from a corresponding increase in our gross property and equipment due to capital expenditures and acquisitions, including the FiberNet Acquisition and Wilcon Acquisition.

Interest expense and amortization of deferred financing costs were ~~$154.1~~$161 million for the ~~third~~second quarter of ~~2017~~2021 and ~~increased~~decreased by ~~$24.2~~$17 million, or 10%, from ~~$129.9~~$178 million during the same period in the prior year. The ~~increase~~decrease predominately resulted from a ~~corresponding increase~~reduction in the weighted-average interest rate on our ~~outstanding indebtedness due to acquisitions, including the FiberNet Acquisition, the Wilcon Acquisition and the Lightower Acquisition.~~debt as a result of our refinancing activities. See notes 34 and 12 to our condensed consolidated financial ~~statements. As~~statements and "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a ~~result of repaying certain of our debt, in conjunction with our refinancing activities, we incurred a loss of $10.3 million for the third quarter of 2016. See our 2016 Form 10-K for~~ further discussion of our ~~first quarter 2016 refinancing activities.~~debt.

For the ~~third~~second quarter of ~~2017~~2021 and ~~2016,~~2020, the effective tax rate differs from the federal statutory rate predominately due to our REIT status, including the dividends paid deduction. See note 6 to our condensed consolidated financial statements and also note 119 to our consolidated financial statements in ~~our 2016~~the 2020 Form 10-K.

~~Net income (loss) attributable to CCIC stockholders~~Income from continuing operations was ~~income of $115.2~~$333 million during the ~~third~~second quarter of ~~2017~~2021 compared to ~~income of $98.4~~$200 million during the ~~third~~second quarter of ~~2016.~~2020. The increase was predominately related to ~~net~~ growth in our site rental activities in both our Towers and ~~Small Cells~~Fiber segments as well as ~~a decrease in~~ the ~~losses on retirement of long-term obligations, partially offset by an~~previously-mentioned increase in ~~expenses, including (1) interest expense~~Towers services activity.

Net income attributable to CCIC stockholders was $334 million during the second quarter of 2021 compared to $200 million during the second quarter of 2020. The increase was due to the previously-mentioned increase in income from continuing operations.

Adjusted EBITDA increased $127 million, or 15%, from the second quarter of 2020 to the second quarter of 2021, reflecting the growth in our site rental activities in both our Towers and ~~amortization of deferred financing costs, (2) depreciation, amortization, and accretion, and (3) general and administrative expenses.~~Fiber segments as well as the previously-mentioned increase in Towers services activity.

Highlights of ~~the Company's~~our results of operations for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016~~2020 are depicted below.


(In millions of dollars)	Six Months Ended June 30,
	2021	2020	$ Change	% Change
Site rental revenues:
Towers site rental revenues	$1,847	$1,735	+$112	+6%
Fiber site rental revenues	$947	$894	+$53	+6%
Total site rental revenues	$2,794	$2,629	+$165	+6%
Segment site rental gross margin:
Towers site rental gross margin(a)	$1,414	$1,303	+$111	+9%
Fiber site rental gross margin(a)	$625	$592	+$33	+6%
Segment services and other gross margin:
Towers services and other gross margin(a)	$90	$26	+$64	+246%
Fiber services and other gross margin(a)	$3	$3	—	—
Segment operating profit:
Towers operating profit(a)	$1,453	$1,281	+$172	+13
Fiber operating profit(a)	$539	$499	+$40	+8%
Income from continuing operations	$455	$386	+$69	+18%
Net income attributable to CCIC stockholders	$393	$386	+$7	+2%
Adjusted EBITDA(b)	$1,856	$1,645	+$211	+13%

($ in thousands) Nine Months Ended September 30,
2017 2016 $ Change % Change
Site rental revenues:
Towers site rental revenues $2,158,994 $2,118,159 +$40,835 +2%
Small cells site rental revenues $459,511 $297,767 +$161,744 +54%
Total site rental revenues $2,618,505 $2,415,926 +$202,579 +8%
Segment site rental gross margin:
Towers site rental gross margin^(a)
$1,526,289 $1,492,828 +$33,461 +2%
Small Cells site rental gross margin^(a)
$301,085 $188,365 +$112,720 +60%
Segment network services and other gross margin:
Towers network services and other gross margin^(a)
$184,975 $184,736 +$239 —%
Small Cells network services and other gross margin^(a)
$7,339 $8,189 -$850 -10%
Segment operating profit:
Towers operating profit^(a)
$1,642,139 $1,609,235 +$32,904 +2%
Small Cells operating profit^(a)
$253,654 $150,834 +$102,820 +68%
Adjusted EBITDA^(b)
$1,774,748 $1,652,908 +$121,840 +7%
Net income attributable to CCIC common stockholders $316,511 $199,272 +$117,239 +59%


~~(a)~~			See note 10 to our condensed consolidated financial statements for further discussion of our definitions of segment site rental gross margin, segment network services and other gross margin and segment operating profit.

~~(a)~~

~~See reconciliation of Adjusted EBITDA in~~ ~~"Item 2. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures."~~

(a)See note 10 to our condensed consolidated financial statements for further discussion of our definitions of segment site rental gross margin, segment services and other gross margin and segment operating profit.

(b)See reconciliation of Adjusted EBITDA in "Item 2. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures."

Site rental revenues grew ~~$202.6~~$165 million, or 8%6%, ~~from~~for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2021 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2020. This growth was predominately comprised of the factors depicted in the chart below:

(In millions of dollars)


~~(a)~~			~~Includes (1) amortization of up front payments received from long-term tenant contracts and other deferred credits (commonly referred to as prepaid rent) and (2) the construction of small cells.~~


~~(b)~~	~~Represents initial contribution of acquisitions and tower builds until the one-year anniversary of the acquisition or build.~~

(a)Includes amortization of up-front payments received from long-term tenant contracts and other deferred credits (commonly referred to as prepaid rent).

(b)Represents the contribution from recent acquisitions until the one-year anniversary of the acquisition.

Towers site rental revenues for the first ~~nine~~six months of ~~2017~~2021 were ~~$2.2~~$1.8 billion and increased by ~~$40.8~~$112 million, or 2%6%, from the same period in the prior year. The increase in Towers site rental revenues was impacted by the following items, inclusive of straight-line ~~accounting, in no particular order:~~accounting: tenant additions across our entire portfolio, renewals or extensions of tenant ~~leases,~~contracts, escalations ~~acquisitions (including the TDC Acquisition in April 2016),~~ and non-renewals of tenant ~~leases predominately arising from our customers' decommissioning of the Acquired Networks.~~contracts. Tenant additions were influenced by our ~~customers'~~tenants' ongoing efforts to improve network quality and capacity.

~~Small Cells~~Fiber site rental revenues for the first ~~nine~~six months of ~~2017~~2021 were ~~$459.5~~$947 million and increased by ~~$161.7~~$53 million, or ~~54%~~6%, from ~~$297.8~~$894 million during the same period in the prior year. The increase in ~~Small Cells~~Fiber site rental ~~revenue~~revenues was predominately impacted by ~~(1) an increase of $106.7 million from~~ the ~~FiberNet Acquisition completed in January 2017, (2) an increase of $13.3 million from the Wilcon Acquisition completed in June 2017~~increased demand for small cells and ~~(3) the leasing of newly constructed small cells. Demand~~fiber solutions. Increased demand for small cells was ~~influenced~~driven by our ~~customers' growing adoption of small cells as~~tenants' network strategy in an ~~important component of their network strategy~~effort to provide capacity and relieve network ~~congestion.~~congestion, and increased demand for fiber solutions was driven by increasing demand for data.

The increase in Towers site rental gross margin was related to the ~~previously mentioned 2%~~previously-mentioned 6% increase in Towers site rental revenues and relatively fixed costs to operate our towers. The increase in ~~Small Cells~~Fiber site rental gross margin was predominately related to the ~~previously mentioned 54%~~previously-mentioned 6% increase in ~~Small Cells~~Fiber site rental revenues.

Towers ~~network~~ services and other gross margin was ~~$185.0~~$90 million for the first ~~nine~~six months of ~~2017~~2021 and ~~remained consistent with~~increased by $64 million from $26 million during the same period in the prior ~~year. Towers network service and other gross margin can fluctuate based on (1)~~year, which is a reflection of the volume of activity from ~~carrier~~carriers' network enhancements and ~~(2)~~ the volume and mix of ~~network~~ services and other work. Our ~~network~~ services and other offerings are of a variable nature as these revenues are not under long-term contracts.

~~General~~Selling, general and administrative expenses for the first ~~nine~~six months of ~~2017~~2021 were ~~$299.2~~$333 million and ~~increased~~decreased by ~~$20.3~~$6 million, or ~~approximately 7%~~2%, from ~~$278.9~~$339 million during the same period in the prior year. The ~~increase~~decrease in selling, general and administrative expenses was primarily due to, among other factors, our fourth quarter 2020 reduction in force (as discussed in our 2020 Form 10-K), partially offset by an increase related to the growth in our ~~Small Cells business as a result of activities such as (1) the FiberNet Acquisition, (2) the Wilcon Acquisition and (3) the continued expansion of our Small Cells segment.~~business.

Towers operating profit for the first ~~nine~~six months of ~~2017~~2021 increased by ~~$32.9~~$172 million, or 2%13%, from the prior year as a result of the previously-mentioned increase in Towers site rental gross margin as well as the previously-mentioned increase in Towers services and other gross margin.

Fiber operating profit for the first six months of 2021 increased by $40 million, or 8%, from the same period in the prior year. ~~Towers~~The increase in Fiber operating profit was ~~positively impacted by~~primarily related to the the previously-mentioned growth in our Fiber site rental ~~activities and relatively fixed costs to operate our towers.~~

Small Cells operating profit for the first nine months of 2017 increased by $102.8 million, or 68%, from the same period in the prior year. Small Cells operating profit was positively impacted by the previously mentioned FiberNet Acquisition, Wilcon Acquisition and the leasing of newly constructed small cells.

Adjusted EBITDA increased $121.8 million, or 7%, from the first nine months of 2016 to the first nine months of 2017. Adjusted EBITDA was positively impacted by the growth in our site rental activities in both Towers and Small Cells, including the TDC Acquisition, the FiberNet Acquisition and the Wilcon Acquisition.revenues.

Depreciation, amortization and accretion was ~~$880.2~~$816 million for the first ~~nine~~six months of ~~2017~~2021 and increased by ~~$45.5~~$15 million, or 5%2%, from ~~$834.7 million during~~ the same period in the prior year. This increase predominately resulted from a corresponding increase in our gross property and equipment due to capital ~~expenditures and acquisitions, including the FiberNet Acquisition and Wilcon Acquisition.~~expenditures.

Interest expense and amortization of deferred financing costs were ~~$430.4~~$330 million for the first ~~nine~~six months of ~~2017~~2021 and ~~increased $44.7~~decreased $23 million, or ~~12%~~7%, from ~~$385.7~~$353 million during the ~~first nine months of 2016.~~same period in the prior year. The ~~increase~~decrease predominately resulted from a ~~corresponding increase~~reduction in the weighted-average interest rate on our ~~outstanding indebtedness due~~debt as a result of our refinancing activities. See notes 4 and 12 to ~~acquisitions, including the FiberNet Acquisition, the Wilcon Acquisition~~our condensed consolidated financial statements and ~~the Lightower Acquisition.~~ "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt.

As a result of repaying certain of our ~~debt,~~indebtedness in conjunction with our refinancing activities, we incurred losses on retirement of ~~$3.5~~long-term obligations of $144 million ~~and $52.3 million for~~during the first ~~nine~~six months of ~~2017 and 2016, respectively.~~2021. See note 4 to our condensed consolidated financial statements.

For the first ~~nine~~six months of ~~2017~~2021 and ~~2016,~~2020, the effective tax rate differs from the federal statutory rate predominately due to our REIT status, including the dividends paid deduction. See note 6 to our condensed consolidated financial statements and also note 119 to our consolidated financial statements in our ~~2016~~2020 Form 10-K.

~~Net income (loss) attributable to CCIC stockholders~~Income from continuing operations was ~~income~~$455 million for the first six months of ~~$346.4 million~~2021 compared to ~~income of $232.3~~$386 million during the first ~~nine~~six months of ~~2016.~~2020. The increase was ~~predominately due~~related to (1) growth in our site rental activities in both our Towers and ~~Small Cells~~Fiber segments, ~~as well as a decrease in~~(2) the ~~losses on retirement of long-term obligations, partially offset by an~~previously-mentioned increase in ~~expenses, including (1)~~Towers services activity and (3) the previously-mentioned decrease in interest expense and amortization of deferred financing costs, partially offset by (1) the previously-mentioned losses on retirement of long-term obligations and (2) increase in depreciation, amortization and ~~accretion,~~accretion.

Loss from discontinued operations, net of tax, was $62 million for the first six months of 2021 due to the ATO Settlement. See notes 6 and ~~(3) general~~12 to our condensed consolidated financial statements.

Net income attributable to CCIC stockholders was $393 million for the first six months of 2021 compared to $386 million during the first six months of 2020. The increase was due to the previously-mentioned increase in income from continuing operations, partially offset by the previously-mentioned loss from discontinued operations, net of tax.

Adjusted EBITDA increased $211 million, or 13%, from the first six months of 2020 to the first six months of 2021, reflecting the growth in our site rental activities in both our Towers and ~~administrative expenses.~~Fiber segments as well as the previously-mentioned increase in Towers service activity.

Liquidity and Capital Resources

Overview

General. Our core business generates revenues under long-term ~~leases~~tenant contracts (see "Item 2. MD&A—General Overview—Overview") ~~predominately~~ from (1) the largest U.S. wireless ~~carriers. Our~~carriers and (2) fiber solutions tenants. As a leading provider of shared communications infrastructure in the U.S., our strategy is to create long-term stockholder value via a combination of (1) growing cash flows generated from our portfolio of ~~wireless~~communications infrastructure, (2) returning a meaningful portion of our cash ~~provided~~generated 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. Our strategy is based, in part, on our belief that the U.S. is the most attractive market for shared communications infrastructure investment with the greatest long-term growth potential. 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.

We have engaged, and expect to continue to engage, in discretionary investments that we believe will maximize long-term stockholder value. Our historical discretionary investments include (in no particular order): ~~purchasing our common stock,~~constructing communications infrastructure, acquiring ~~or constructing wireless~~communications infrastructure, acquiring land interests (which primarily relate to land assets under ~~towers,~~towers), improving and structurally enhancing our existing ~~wireless~~communications infrastructure, purchasing shares of our common stock, and purchasing, repaying, or redeeming our debt. We have recently spent, and expect to continue to spend, a significant percentage of our discretionary investments on the construction of small ~~cell networks.~~cells and fiber. We seek to fund our discretionary investments with both net cash ~~provided~~generated by operating activities and cash available from financing capacity, such as the use of our undrawn availability from the 2016 Revolver, issuances under our CP Program, debt financings and issuances of equity or ~~equity related~~equity-related securities, including under our 2021 ATM Program.

We seek to maintain a capital structure that we believe drives long-term stockholder value and optimizes our weighted-average cost of capital. We target a leverage ratio of approximately ~~four to~~ five times Adjusted EBITDA and interest coverage of Adjusted EBITDA to interest expense of approximately three times, ~~Adjusted EBITDA,~~ subject to various factors, such as the availability and cost of capital and the potential long-term return on our discretionary investments. We may choose to increase or decrease our leverage or coverage from these targets for various periods of time. We have no significant contractual debt maturities until 2023 (other than Commercial Paper Notes that may be outstanding from time to time and principal payments on certain outstanding debt).

We operate as a REIT for U.S. federal income tax purposes. We expect to continue to pay minimal cash income taxes as a result of our REIT status and our NOLs. See note 6 to our condensed consolidated financial statements and also our ~~2016~~2020 Form 10-K.

Liquidity Position. The following is a summary of our capitalization and liquidity position as of ~~September~~June 30, ~~2017,~~2021, after giving effect to the ~~closing~~July 2021 repayment of the ~~Lightower Acquisition.~~previously outstanding Tower Revenue Notes, Series 2015-1. See "Item 3. Quantitative and Qualitative Disclosures About Market Risk" and ~~note~~ notes 4 and 12 to our condensed consolidated financial statements for additional information regarding our ~~debt.~~debt, as well as note 9 to our condensed consolidated financial statements for additional information regarding our 2021 ATM Program.

September 30, 2017
(In thousands of dollars)
Cash and cash equivalents^(a)
$ 199,134
Undrawn 2016 Revolver availability^(b)
2,835,316
Debt and other long-term obligations (current and non-current) 15,859,415
Total equity 12,672,332


~~(a)~~(In millions of dollars)	~~Exclusive of~~
Cash, cash equivalents, and restricted ~~cash.~~cash(a)	$	225
Undrawn 2016 Revolver availability(b)	4,966
Debt and other long-term obligations (current and non-current)(c)	19,785
Total equity	8,712


~~(b)~~			~~Availability at any point in time is subject to certain restrictions based on the maintenance of financial covenants contained in the 2016 Credit Facility. See our2016 Form 10-K.~~

(a)Inclusive of $5 million included within "Other assets, net" on our condensed consolidated balance sheet.

(b)Availability at any point in time is subject to certain restrictions based on the maintenance of financial covenants contained in the 2016 Credit Facility. See the2020 Form 10-K. At any point in time, we intend to maintain available commitments under our 2016 Revolver in an amount at least equal to the amount of outstanding Commercial Paper Notes.

(c)See "Item 2. MD&A—General Overview—Overview" and note 4 to our condensed consolidated financial statements for further information regarding the CP Program.

Over the next 12 months:

•Our liquidity sources may include (1) cash on hand, (2) net cash ~~provided~~generated by our operating activities, (3) undrawn availability ~~from~~under our 2016 Revolver, (4) issuances under our CP Program, and ~~(4)~~(5) issuances of equity pursuant to our 2021 ATM Program. Our liquidity uses over the next 12 months are expected to include (1) debt ~~service~~ obligations of ~~$114.2~~$146 million ~~(principal~~(Commercial Paper Notes and principal payments), (2) cumulative common stock dividend payments expected to be at least ~~$4.20~~$5.32 per share, or an aggregate amount of ~~at least $1.7~~approximately $2.3 billion ~~subject to future approval by our board of directors~~ (see "Item 2. MD&A—Business Fundamentals and Results"), and (3) ~~6.875% Mandatory Convertible Preferred Stock dividend payments of approximately $113 million,~~capital expenditures. Additionally, amounts available under the CP Program may be repaid and ~~(4) capital expenditures (expected~~re-issued from time to ~~be greater than current levels).~~time. During the next 12 months, while our liquidity uses are expected to exceed our net cash provided by operating activities, we expect that our liquidity sources described above should be sufficient to cover our expected uses. ~~As CCIC is a holding company, our cash flow~~Historically, from ~~operations is generated by our operating subsidiaries.~~

time to time, we have accessed the capital markets to issue debt and equity.

~~We have no scheduled contractual debt maturities other than principal payments on amortizing debt.~~ •See "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a tabular presentation ~~as of September 30, 2017~~ of our ~~scheduled contractual~~ debt maturities and a discussion of anticipated repayment dates.

Summary Cash Flow Information


											Six Months Ended June 30,
	Nine Months Ended September 30,
	2017			2016			Change
	(In thousands of dollars)
Net increase (decrease) in cash and cash equivalents provided by (used for) continuing operations:
(In millions of dollars)										(In millions of dollars)	2021		2020		Change
Net increase (decrease) in cash, cash equivalents, and restricted cash:										Net increase (decrease) in cash, cash equivalents, and restricted cash:
Operating activities	$	1,417,291		$	1,304,715		$	112,576		Operating activities	$	1,371	$	1,409	$	(38)
Investing activities	(2,970,874		)	(1,139,583		)	(1,831,291		)	Investing activities	(616)		(890)		274
Financing activities	7,704,255			(300,552		)	8,004,807			Financing activities	(612)		1,817		(2,429)
Net increase (decrease) in cash and cash equivalents from continuing operations	6,150,672			(135,420		)	6,286,092
Net increase (decrease) in cash and cash equivalents from discontinued operations	—			113,150			(113,150		)
Net increase (decrease) in cash, cash equivalents, and restricted cash										Net increase (decrease) in cash, cash equivalents, and restricted cash	143		2,336		(2,193)
Effect of exchange rate changes on cash	863			(321		)	1,184			Effect of exchange rate changes on cash	1		(1)		2
Net increase (decrease) in cash and cash equivalents	$	6,151,535		$	(22,591	)	$	6,174,126
Net increase (decrease) in cash, cash equivalents, and restricted cash										Net increase (decrease) in cash, cash equivalents, and restricted cash	$	144	$	2,335	$	(2,191)

Operating Activities

Net cash provided by operating activities ~~from continuing operations~~of $1.4 billion for the first ~~nine~~six months of ~~2017 increased $112.6~~2021 decreased by $38 million, or 9%3%, compared to the first ~~nine~~six months of ~~2016,~~2020, due primarily to the growth in our core business, ~~and~~which was fully offset by a net ~~benefit~~decrease from ~~other~~ changes in working capital. Changes in working capital contribute to variability in net cash provided by operating activities, largely due to the timing of advanced payments by us and advanced receipts from tenants. We expect to grow our net cash provided by operating activities in the future (exclusive of ~~movements~~changes in working capital) if we realize expected growth in our core business.

Investing Activities

Net cash used for investing activities of $616 million for the first ~~nine~~six months of ~~2017 increased $1.8 billion~~2021 decreased by $274 million, or 31%, from the first ~~nine~~six months of ~~2016~~2020 primarily as a result of ~~the FiberNet Acquisition~~decreased discretionary capital expenditures in both our Towers and ~~the Wilcon Acquisition (see note 3 to our condensed consolidated financial statements for further discussion).~~

~~Acquisitions.~~ See note 3 to our condensed consolidated financial statements for a discussion of the FiberNet Acquisition and the Wilcon Acquisition. See notes 3 and 12 to our condensed consolidated financial statements for a discussion of the Lightower Acquisition.Fiber segment.

Capital Expenditures

Our capital expenditures are categorized as discretionary, integration or sustaining as described below.

communications infrastructure and (2) ordinary corporate capital expenditures.

Capital expenditures for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016~~2020 were as follows:


	For the Six Months Ended
(In millions of dollars)	June 30, 2021								June 30, 2020
	Towers		Fiber		Other		Total		Towers		Fiber		Other		Total
Discretionary:
Purchases of land interests	$	35	$	—	$	—	$	35	$	30	$	—	$	—	$	30
Communications infrastructure improvements and other capital projects(a)	73		449		16		538		158		614		15		787
Sustaining	6		23		7		36		9		24		11		44
Total	$	114	$	472	$	23	$	609	$	197	$	638	$	26	$	861

(a)Towers segment includes $33 million and $76 million of capital expenditures incurred during the six months ended June 30, 2021 and 2020, respectively, in connection with tenant installations and upgrades on our towers.

Discretionary capital expenditures were primarily impacted by the ~~construction~~completion of ~~small cell networks and lower amounts~~certain large fiber expansion projects during 2020 as well as the timing of ~~improvements~~Towers tenant activity during the first six months of 2021 compared to ~~existing towers.~~the same period in 2020. See also "Item 2. MD&A—General Overview—Outlook Highlights" for our expectations surrounding ~~2017 and 2018~~2021 capital expenditures.

Financing ~~Activities~~

Activities. We seek to allocate cash generated by our operations in a manner that will enhance long-term stockholder value, which may include various financing activities such as (in no particular order): (1) paying dividends on our common stock (currently expected to total at least $5.32 per share over the next 12 months, ~~at least $4.20 per share,~~ or an aggregate amount of ~~at least $1.7 billion, subject to future approval by our board of directors), paying dividends on our 6.875% Mandatory Convertible Preferred Stock (expected to total over the next 12 months~~ approximately ~~$113 million),~~$2.3 billion); (2) purchasing our common ~~stock,~~stock; or (3) purchasing, repaying, or redeeming our debt.

Net cash provided by financing activities for the first nine months of 2017 increased $8.0 billion from the first nine months of 2016 as a result of our financing activities during the first nine months of 2017 described below.

~~Credit Facility.~~ ~~In February 2017, we entered into an amendment to the 2016 Credit Facility to (1) incur additional term loans in an aggregate principal amount of $500 million~~ See notes 4, 9 and ~~(2) extend the maturity of both the 2016 Term Loan A and the 2016 Revolver to January 2022. See note 4~~12 to our condensed consolidated financial statements.

~~In August 2017, we entered into an amendment~~Net cash used for financing activities of $612 million for the first six months of 2021 increased by $2.4 billion from the first six months of 2020 as a result of the net impact from our issuances, purchases and repayments of debt (including with respect to ~~the~~our 2016 Credit Facility and CP Program), common and preferred stock dividend payments and purchases of common stock. See Item 2. MD&A—General Overview—Business Fundamentals and Results and notes 4 and 9 to our condensed consolidated financial statements for further information.

In February 2021, we issued $3.25 billion aggregate principal amount of senior unsecured notes, the net proceeds of which were used to (1) ~~increase~~redeem all of the ~~commitments~~outstanding 5.250% Senior Notes, (2) repay a portion of the outstanding Commercial Paper Notes and (3) repay a portion of outstanding borrowings under ~~the 2016 Revolver by $1.0 billion, for total commitments of $3.5 billion, and (2) extend the maturity of both~~ the 2016 Term Loan ~~A and the 2016 Revolver to August 2022.~~A. See note 4 to our condensed consolidated financial statements.

In June 2021, we issued the June 2021 Senior Notes. In June 2021, we used a portion of the net proceeds of the June 2021 Senior Notes offering (1) to repay outstanding indebtedness under the CP Program and (2) for general corporate purposes. In July 2021, we used a portion of the net proceeds to repay in full the previously outstanding Tower Revenue Notes, Series 2015-1. See notes 4 and 12 to our condensed consolidated financial statements.

Credit Facility. In June 2021, we entered into an amendment to the Credit Facility that provided for, among other things, (1) the extension of the maturity date of the Credit Facility from June 2024 to June 2026, (2) reductions to the interest rate spread and unused commitment fee percentage upon meeting specified annual sustainability targets and increases to the interest rate spread and unused commitment fee percentage upon the failure to meet specified annual sustainability thresholds and (3) the inclusion of "hardwired" LIBOR transition provisions consistent with those published by the Alternative Reference Rate Committee.

The proceeds of our 2016 Revolver may be used for general corporate purposes, which may include the financing of capital expenditures, acquisitions and purchases of our common stock. As of ~~November 2, 2017~~,August 3, 2021, there ~~was $655 million~~were no amounts outstanding and ~~$2.8~~$5.0 billion in undrawn availability under our ~~2016 Revolver. See notes 4 and 12 to our condensed consolidated financial statements.~~

~~Incurrence, Purchases, and Repayments of Debt.~~ In February 2017, we issued $500 million aggregate principal amount of 4.0% Senior Notes with a final maturity date of March 2027. We utilized the proceeds to repay a portion of the borrowings under the 2016 Revolver. See note 4 to our condensed consolidated financial ~~statements.~~statements for additional information regarding our Credit Facility.

~~In May 2017, we issued $350 million aggregate principal amount of 4.75% Senior Notes due May 2047. We used the proceeds of the 4.75% Senior Notes offering to partially fund the Wilcon Acquisition~~Commercial Paper Program. See "Item 2. MD&A—General Overview—Overview" and ~~to repay a portion of the borrowings under the 2016 Revolver. See notes 3 and~~note 4 ~~to our condensed consolidated financial statements.~~

In August 2017, we issued $750 million aggregate principal amount of 3.2% Senior Notes due September 2024 and $1.0 billion aggregate principal amount of 3.65% Senior Notes due September 2027. The Company used the net proceeds of the August 2017 Senior Notes Offering to partially fund the Lightower Acquisition and pay related fees and expenses. See notes 3, 4 and 12 to our condensed consolidated financial statements.

~~Common Stock Activity.~~ ~~As of September 30, 2017 and December 31, 2016, we had 406.3 million and 360.5 million common shares outstanding, respectively.~~

In May 2017, we completed the May 2017 Equity Financing, in which we issued 4.75 million shares of common stock and generated net proceeds of approximately $443 million. We used the proceeds of the May 2017 Equity Financing to partially fund the Wilcon Acquisition. See notes 3 and 9 to our condensed consolidated financial statements.

In July 2017, we completed the July 2017 Common Stock Offering, in which we issued 40.15 million shares of common stock and generated net proceeds of approximately $3.8 billion. We used the net proceeds of the July 2017 Common Stock Offering to partially fund the Lightower Acquisition and pay related fees and expenses. See notes 3 and 12 to our condensed consolidated financial statements.

~~See notes 9 and 12~~ to our condensed consolidated financial statements for further information regarding our CP Program. As of August 3, 2021, there was $270 million outstanding under our CP Program.

Incurrence, Purchases, and Repayments of Debt. See "Item 2. MD&A—General Overview—Highlights of Business Fundamentals and Results" for further discussion of our ~~common stock dividends.~~recent issuances, purchases, redemption and repayments of debt.

~~Convertible Preferred~~Common Stock ~~Activity~~. In July 2017, we issued 1.65 million shares of the 6.875% Mandatory Convertible Preferred Stock and generated net proceeds of approximately $1.6 billion. We used the net proceeds of the Mandatory Convertible Preferred Stock Offering to partially fund the Lightower Acquisition and pay related fees and expenses. Unless converted earlier, each outstanding share of the 6.875% Mandatory Convertible Preferred Stock will automatically convert into shares of our common stock on August 1, 2020. Currently, each share of the 6.875% Mandatory Convertible Preferred Stock will convert into between 8.6806 shares (based on the current maximum conversion price of $115.20) and 10.4167 shares (based on the current minimum conversion price of $96.00) of common stock, depending on the applicable market value of the common stock and subject to certain anti-dilution adjustments. At any time prior to August 1, 2020, holders of the 6.875% Mandatory Convertible Preferred Stock may elect to convert all or a portion of their shares into common stock at the minimum conversion rate of 8.6806 shares of common stock per share of 6.875% Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments. Activity. See note 9 to our condensed consolidated financial statements for further ~~discussion of the Mandatory Convertible Preferred Stock Offering.~~information regarding our common stock and dividends.

ATM Program. We ~~maintain an~~previously maintained a 2018 ATM ~~stock offering program~~Program through which we ~~may, from time~~had the right to ~~time,~~ issue and sell shares of our common stock having an aggregate ~~cumulative~~ gross sales price of up to ~~$500.0~~$750 million to or through sales agents. In March 2021, we terminated the formerly outstanding 2018 ATM Program.

In March 2021, we established the 2021 ATM Program through which we may issue and sell shares of our common stock having an aggregate gross sales price of up to $750 million. Sales ~~if any,~~ under the 2021 ATM Program may be made by means of ordinary brokers' transactions on the ~~New York Stock Exchange~~NYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or, subject to our specific instructions, at negotiated prices. We intend to use the net proceeds from any sales under the 2021 ATM Program for general corporate purposes, which may include (1) the funding of future acquisitions or investments ~~and~~or (2) the repayment or repurchase of any outstanding indebtedness. ~~During the nine months ended September 30, 2017, 0.2 million~~We have not sold any shares of common stock ~~were sold~~ under the ~~ATM Program generating net proceeds of $22.0 million. As of November 2, 2017, we had approximately $150 million of gross sales of common stock availability remaining on our~~2021 ATM Program. See note 9 to our condensed consolidated financial ~~statements.~~statements for further information regarding our 2021 ATM Program.

~~The credit agreement governing the 2016~~Covenants. Our Credit ~~Facility~~Agreement contains financial maintenance covenants. We are currently in compliance with these financial maintenance covenants and, based upon our current expectations, we believe we will continue to comply with our financial maintenance covenants. In addition, certain of our debt agreements ~~also~~ contain restrictive covenants that place restrictions on us and may limit our ability to, among other things, incur additional debt and liens, purchase our securities, make capital expenditures, dispose of assets, undertake transactions with affiliates, make other investments, pay dividends or distribute excess cash flow. See ~~our 2016~~the 2020 Form 10-K for a further discussion of our debt covenants, certain restrictive covenants and factors that are likely to determine our subsidiaries' ability to comply with current and future debt covenants.

Accounting and Reporting Matters

Critical Accounting Policies and Estimates

Our critical accounting policies and estimates are those that we believe (1) are most important to the portrayal of our financial condition and results of operations or (2) require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. ~~The critical accounting policies and estimates for 2017 are not intended to be a comprehensive list of our accounting policies and estimates.~~ In many cases, the accounting treatment of a particular transaction is specifically prescribed by GAAP. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. The critical accounting policies and estimates for 2021 are not intended to be a comprehensive list of our accounting policies and estimates. Our critical accounting policies and estimates as of December 31, ~~2016~~2020 are described in "Item 7. MD&A—Accounting and Reporting Matters" and in note 2 of our consolidated financial statements in ~~our 2016~~the 2020 Form 10-K. ~~The critical accounting policies and estimates for the first nine months of 2017 have not changed from the critical accounting policies for the year ended December 31, 2016.~~

Recently Adopted Accounting Pronouncements.

See note 2 to our condensed consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted.

See note 2 to our condensed consolidated financial statements.

Non-GAAP and Segment Financial Measures

We use earnings before interest, taxes, depreciation, amortization and accretion, as adjusted ("Adjusted EBITDA"), which is a non-GAAP financial measure, as an indicator of consolidated financial performance. Our measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including companies in the ~~wireless~~communications infrastructure sector or other REITs, and is not a measure of performance calculated in accordance with GAAP. Adjusted EBITDA should not be considered in isolation or as a substitute for operating income ~~or loss,~~(loss), income (loss) from continuing operations, net income ~~or loss,~~(loss), net cash provided by (used for) operating, investing and financing activities or other income statement or cash flow statement data prepared in accordance with GAAP and should be considered only as a supplement to ~~net~~ income ~~or loss~~(loss) from continuing operations computed in accordance with GAAP as a measure of our performance. There are material limitations to using a measure such as Adjusted EBITDA, including the difficulty associated with comparing results among more than one company, including our competitors, and the inability to analyze certain significant items, including depreciation and interest expense, that directly affect our net income or loss. Management compensates for these limitations by considering the economic effect of the excluded expense items independently as well as in connection with their analysis of ~~net~~ income (loss). from continuing operations.

We define Adjusted EBITDA as ~~net~~ income (loss) from continuing operations 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)~~(gains) losses on retirement of long-term obligations, net ~~gain (loss)~~(gain) loss on interest rate swaps, ~~gains (losses)~~(gains) losses on foreign currency swaps, impairment of available-for-sale securities, interest income, other ~~income (expense), benefit (provision)~~(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. The reconciliation of Adjusted EBITDA to our ~~net~~ income (loss) ~~is set forth below and~~from continuing operations.

(a)The above reconciliation excludes the items included in ~~the Company's~~our Adjusted EBITDA definition which are not applicable to the periods shown.

Three Months Ended September 30,
2017 2016
Net income (loss) $ 115,194
$ 98,366
Adjustments to increase (decrease) net income (loss):
Asset write-down charges 5,312
8,339
Acquisition and integration costs 13,180
2,680
Depreciation, amortization and accretion 296,033
280,824
Amortization of prepaid lease purchase price adjustments 5,029
5,429
Interest expense and amortization of deferred financing costs 154,146
129,916
Gains (losses) on retirement of long-term obligations —
10,274
Interest income (11,188 ) (175 )
Other income (expense) 32
832
Benefit (provision) for income taxes 2,383
5,041
Stock-based compensation expense 24,681
22,594
Adjusted EBITDA $ 604,802
$ 564,120

Nine Months Ended September 30,
2017 2016
Net income (loss) $ 346,446
$ 232,263
Adjustments to increase (decrease) net income (loss):
Asset write-down charges 10,284
28,251
Acquisition and integration costs 27,080
11,459
Depreciation, amortization and accretion 880,197
834,725
Amortization of prepaid lease purchase price adjustments 15,113
16,000
Interest expense and amortization of deferred financing costs 430,402
385,656
Gains (losses) on retirement of long-term obligations 3,525
52,291
Interest income (12,585 ) (454 )
Other income (expense) (3,462 ) 4,623
Benefit (provision) for income taxes 11,290
12,797
Stock-based compensation expense 66,458
75,297
Adjusted EBITDA $ 1,774,748
$ 1,652,908

We believe Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial performance because:

•it is the primary measure used by our management (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;

•although specific definitions may vary, it is widely used by investors or other interested parties in evaluation of the ~~wireless~~communications infrastructure sector and other REITs to measure financial performance without regard to items such as depreciation, amortization and accretion, which can vary depending upon accounting methods and the book value of assets;

•we believe it helps investors and other interested parties meaningfully evaluate and compare the results of our operations (1) from period to period and (2) to our competitors by removing the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our financial results; and

•it is similar to the measure of current financial performance generally used in our debt covenant calculations.

Our management uses Adjusted EBITDA:

•as a performance goal in employee annual incentive compensation;

•as a measurement of financial performance because it assists us in comparing our financial performance on a consistent basis as it removes the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our operating results;

•for planning purposes, including preparation of our annual operating budget;

•as a valuation measure in strategic analyses in connection with the purchase and sale of assets;

•in determining self-imposed limits on our debt levels, including the evaluation of our leverage ratio and interest coverage ratio; and

•with respect to compliance with our debt covenants, which require us to maintain certain financial ratios that incorporate concepts such as, or similar to, Adjusted EBITDA.

In addition to the non-GAAP measures used herein and as discussed in note 10 to our condensed consolidated financial statements, we also provide (1) segment site rental gross margin, (2) segment ~~network~~ services and other gross margin, and (3) segment operating profit, which are key measures used by management to evaluate the performance of our operating ~~segments for purposes of making decisions about allocating capital and assessing performance.~~segments. These segment measures are provided pursuant to GAAP requirements related to segment reporting.

We define segment site rental gross margin as segment site rental revenues less segment site rental cost of operations, which excludes stock-based compensation expense and prepaid lease purchase price adjustments recorded in consolidated site rental cost of operations. 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, which excludes stock-based compensation expense recorded in consolidated ~~network~~ services and other cost of operations. We define segment operating profit as segment site rental gross margin plus segment ~~network~~ services and other gross margin, and segment other operating (income) expense, less selling, general and administrative expenses attributable to the respective segment. All of these measurements of profit or loss are exclusive of depreciation, amortization and accretion, which are shown separately. Additionally, certain costs are shared across segments and are reflected in our segment measures through allocations that management believes to be reasonable.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following section updates "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" in ~~our 2016~~the 2020 Form 10-K and should be read in conjunction with that report as well as our condensed consolidated financial statements included in Part 1, Item 1 of this ~~report.~~Form 10-Q.

Our interest rate risk as of June 30, 2021 relates primarily to the impact of interest rate movements on the following, after giving effect to the ~~closing~~July 2021 repayment of the ~~Lightower Acquisition:~~previously outstanding Tower Revenue Notes, Series 2015-1:

•the potential refinancing of our existing debt ($~~15.9~~20.0 billion outstanding at ~~September~~June 30, ~~2017~~2021 and ~~$12.2~~$19.4 billion at December 31, ~~2016~~)2020);

•our ~~$3.1~~$1.3 billion and ~~$2.0~~$2.8 billion of floating rate debt at ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016~~,2020, respectively, which represented approximately ~~19%~~7% and ~~16%~~15% of our total debt, as of ~~September~~June 30, ~~2017~~2021 and ~~as of~~ December 31, ~~2016~~,2020, respectively; and

•potential future borrowings of incremental debt, including borrowings under our 2016 Credit ~~Facility.~~Facility and issuances under the CP Program.

~~Over the next 12 months, we have no debt maturities other than principal payments on amortizing debt.~~ We currently have no interest rate swaps.

Sensitivity Analysis

We manage our exposure to market interest rates on our existing debt by controlling the mix of fixed and floating rate debt. As of ~~September~~June 30, ~~2017, after giving effect to the closing of the Lightower Acquisition,~~2021, we had ~~$3.1~~$1.3 billion of floating rate debt, none of which had LIBOR floors. As a result, a hypothetical unfavorable fluctuation in market interest rates on our existing debt of 1/8 of a percent point over a 12 month period would increase our interest expense by approximately $4$2 million.

The following table provides information about our market risk related to changes in interest rates. The future principal payments and weighted-average interest rates are presented as of ~~September~~June 30, ~~2017~~,2021, after giving effect to the ~~the closing~~July 2021 repayment of the ~~Lightower Acquisition.~~previously outstanding Tower Revenue Notes, Series 2015-1. These debt maturities reflect ~~contractual~~final maturity dates and do not consider the impact of the principal payments that commence ~~if the applicable debt is not repaid or refinanced on or prior to~~following the anticipated repayment dates ~~on the Tower Revenue Notes~~of certain debt (see ~~footnote (c) to the table below)~~footnotes (b) and (d)). The information presented below regarding the variable rate debt is supplementary to our sensitivity analysis regarding the impact of changes in the interest rates. See notes 4, 5 and 512 to our condensed consolidated financial statements and ~~our 2016~~the 2020 Form 10-K for additional information regarding our debt.


	Future Principal Payments and Interest Rates by the Debt Instruments' Contractual Year of Maturity
(In millions of dollars)	2021				2022			2023			2024			2025			Thereafter			Total			Fair Value(a)
Debt:
Fixed rate(b)	$	22			$	40		$	1,784		$	780		$	527		$	15,500		$	18,653		$	19,761
Average interest rate(b)(c)(d)	4.3		%		4.4		%	3.6		%	3.3		%	1.5		%	3.9		%	3.8		%
Variable rate(e)	$	91		(f)	$	31		$	54		$	62		$	108		$	967		$	1,313		$	1,313
Average interest rate(e)	0.5		%		1.3		%	1.7		%	2.1		%	2.4		%	2.5		%	2.3		%

Future Principal Payments and Interest Rates by the Debt Instruments' Contractual Year of Maturity
2017 2018 2019 2020 2021 Thereafter Total
Fair Value^(a)
(Dollars in thousands)
Debt:
Fixed rate^(c)
$ 14,197
$ 52,104
$ 43,601
$ 31,864
$ 1,578,416
$ 11,175,420
$ 12,895,602
$ 13,444,162
Average interest rate^(b)(c)(d)
4.5 % 4.5 % 4.6 % 4.6 % 2.9 % 5.9 %
Variable rate^(e)
$ 15,391
$ 61,563
$ 123,125
$ 123,125
$ 246,250
$ 2,501,875
$ 3,071,329
$ 3,059,246
Average interest rate^(b)
2.7 % 3.0 % 3.2 % 3.4 % 3.5 % 3.6 %

~~The impact of principal payments that will~~ ~~commence following~~ ~~the anticipated repayment dates is not considered.~~ ~~The Tower Revenue Notes have a principal amount of $2.3 billion, $300 million, and $700 million, with anticipated repayment dates in 2020, 2022 and 2025, respectively~~.

If the Tower Revenue Notes are not repaid in full by the applicable anticipated repayment dates, the applicable interest rate increases by approximately 5% per annum and monthly principal payments commence using the Excess Cash Flow (as defined in the indenture governing the applicable Tower Revenue Notes) of the issuers of the Tower Revenue Notes. The Tower Revenue Notes are presented based on their contractual maturity dates ranging from 2040 to 2045 and include the impact of an assumed 5% increase in interest rate that would occur following the anticipated repayment dates but exclude the impact of monthly principal payments that would commence using Excess Cash Flow of the issuers of the Tower Revenue Notes. The full year 2016 Excess Cash Flow of the issuers of the Tower Revenue Notes was approximately $563.8 million. ~~We currently expect to refinance these notes on or prior to the respective anticipated repayment dates.~~

(a)The fair value of our debt is based on indicative quotes (that is, non-binding quotes) from brokers that require judgment to interpret market information, including implied credit spreads for similar borrowings on recent trades or bid/ask offers. These fair values are not necessarily indicative of the amount which could be realized in a current market exchange.

(b)The impact of principal payments that will commence following the anticipated repayment dates is not considered. The Tower Revenue Notes have principal amounts of $250 million, $700 million and $750 million, with anticipated repayment dates in 2023, 2025 and 2028, respectively.

(c)The average interest rate represents the weighted-average stated coupon rate (see footnote (d)).

(d)If the Tower Revenue Notes are not repaid in full by the applicable anticipated repayment dates, the applicable interest rate increases by approximately 5% per annum and monthly principal payments commence using the Excess Cash Flow (as defined in the indenture governing the applicable Tower Revenue Notes) of the issuers of the Tower Revenue Notes. The Tower Revenue Notes are presented based on their contractual maturity dates ranging from 2042 to 2048 and include the impact of an assumed 5% increase in interest rate that would occur following the anticipated repayment dates but exclude the impact of monthly principal payments that would commence using Excess Cash Flow of the issuers of the Tower Revenue Notes. The full year 2020 Excess Cash Flow of the issuers of the Tower Revenue Notes was approximately $815 million. We currently expect to refinance these notes on or prior to the respective anticipated repayment dates.

(e)Predominately relates to our 2016 Term Loan A and 2016 Revolver borrowings, each of which matures in 2026.

(f)Predominately consists of outstanding indebtedness under our CP Program. Such amounts may be issued, repaid or re-issued from time to time.

ITEM 4.CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company conducted an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based ~~on this~~upon their evaluation, the ~~Chief Executive Officer~~CEO and ~~Chief Financial Officer~~CFO concluded that as of June 30, 2021, the Company's disclosure controls and procedures were effective in alerting them in a timely manner to material information relating to the Company required to be included in the Company's periodic reports under the Securities Exchange Act of 1934, as amended.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the fiscal quarter covered by this ~~report~~Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II—OTHER INFORMATION

See the disclosure in note 8 to our condensed consolidated financial statements set forth in Part I, Item 1 of this ~~Quarterly Report on~~ Form ~~10-Q, which disclosure is hereby incorporated herein by reference.~~10-Q.

~~You should carefully consider~~ITEM 1A.RISK FACTORS

There are no material changes to the risk factors ~~below, as well as the other information contained~~discussed in ~~this document and~~"Item 1A. Risk Factors" in our ~~2016~~2020 Form 10-K. ~~Based on recent activities, including the Lightower Acquisition, we have added the following risk factors.~~

We may fail to realize all of the anticipated benefits of the Lightower Acquisition or those benefits may take longer to realize than expected. We may also encounter significant difficulties in integrating Lightower’s business.

Our ability to realize the anticipated benefits of the Lightower Acquisition will depend, to a large extent, on our ability to integrate the Lightower business into ours. The integration of an independent business into our business is a complex, costly and time-consuming process. As a result, we will be required to devote significant management attention and resources to integrate Lightower’s business practices and operations with ours, including a larger fiber solutions business than we currently manage. The integration process may disrupt the businesses and, if implemented ineffectively, would restrict the realization of the full expected benefits. The failure to meet the challenges involved in integrating Lightower’s business and to realize the anticipated benefits of the transaction could cause an interruption of, or a loss of momentum in, the activities of the Company after the acquisition and could adversely affect our results of operations. In addition, we could also encounter additional transaction-related costs or other factors, which could cause dilution or decrease or delay the expected benefits of the Lightower Acquisition and cause a decrease in the market price of our common stock.

Finally, if the Lightower Acquisition does not provide the level of contribution we currently anticipate, our expectation of future dividends, including dividend growth, on our common stock would be negatively impacted.

The following table summarizes information with respect to purchase of our equity securities during the ~~third~~second quarter of ~~2017:~~2021:

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
(In thousands)
July 1 - July 31, 2017 1
$ 100.50
—
—
August 1 - August 31, 2017 1
101.47
—
—
September 1 - September 30, 2017 2
105.49
—
—
Total 4
$ 103.92
—
—


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
	(In thousands)
April 1 - April 30, 2021	1	$	175.24	—	—
May 1 - May 31, 2021	1	183.32		—	—
June 1 - June 30, 2021	2	197.09		—	—
Total	4	$	186.46	—	—

We paid ~~$0.4~~$0.7 million in cash to effect these purchases. The shares purchased relate to shares withheld in connection with the payment of withholding taxes upon vesting of restricted ~~stock.~~stock units.

On August 3, 2021, our board of directors ("Board") approved an amendment and restatement of our Amended and Restated By-laws (as so amended and restated, "By-laws"), effective immediately. The By-laws include the following changes:


		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File Number	Date of Filing	Exhibit Number
3.1	Restated Certificate of Incorporation of Crown Castle International Corp., dated July 20, 2017	8-K	001-16441	July 26, 2017	3.1
3.2*	Amended and Restated By-Laws of Crown Castle International Corp. dated August 3, 2021	—	—	—	—
4.1	Sixth Supplemental Indenture dated June 29, 2021, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated February 11, 2019, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee	8-K	001-16441	June 29, 2021	4.1
10.1	Amendment No. 6 dated as of June 18, 2021, among Crown Castle International Corp., the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, to the Credit Agreement dated as of January 21, 2016, by and among Crown Castle International Corp., the lenders and issuing banks from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent	8-K	001-16441	June 22, 2021	10.1
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002	—	—	—	—
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002	—	—	—	—
32.1†	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002	—	—	—	—
101*	The following financial statements from Crown Castle International Corp.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheet, (ii) Condensed Consolidated Statement of Operations and Comprehensive Income (Loss), (iii) Condensed Consolidated Statement of Cash Flows, (iv) Condensed Consolidated Statement of Equity, and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags	—	—	—	—
104*	The cover page from Crown Castle International Corp.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in Inline XBRL	—	—	—	—

† Furnished herewith.

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 thereunto duly authorized.

CROWN CASTLE INTERNATIONAL CORP.

Date:

~~November~~August 6, ~~2017~~2021

By:

/s/ DANIEL K. SCHLANGER

Daniel K. Schlanger

~~Senior~~Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

Date:

~~November~~August 6, ~~2017~~2021

By:

/s/ ROBERT S. COLLINS

Robert S. Collins

Vice President and Controller

(Principal Accounting Officer)



x☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



o☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



	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 of accumulated depreciation of $7,247,071 and $6,613,219, respectively	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 (note 8)
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



	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^(a):
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) attributable to CCIC stockholders	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)	$	115,194		$	98,366		$	346,446		$	232,263
Other comprehensive income (loss):
Foreign currency translation adjustments	224			(1,535		)	929			(1,143		)
Total other comprehensive income (loss)	224			(1,535		)	929			(1,143		)
Comprehensive income (loss) attributable to CCIC stockholders	$	115,418		$	96,831		$	347,375		$	231,120
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
Dividends/distributions declared per share of common stock	$	0.95		$	0.885		$	2.85		$	2.655


~~(a)~~			~~Exclusive of depreciation, amortization and accretion shown separately.~~



	Common Stock				6.875% Mandatory Convertible Preferred Stock			4.50% Mandatory Convertible Preferred Stock						Accumulated Other Comprehensive Income (Loss) ("AOCI")
	Shares		($0.01 Par)		Shares	($0.01 Par)		Shares	($0.01 Par)		Additional paid-in capital			Foreign Currency Translation Adjustments			Dividends/Distributions in Excess of Earnings			Total
Balance, July 1, 2017	366,115,800		$	3,661	—	—		—	$	—	$	11,433,018		$	(5,183	)	$	(3,841,187	)	$	7,590,309
Stock-based compensation related activity, net of forfeitures	13,261		—		—	—		—	—		22,079			—			—			22,079
Purchases and retirement of common stock	(4,259	)	—		—	—		—	—		(443		)	—			—			(443		)
Net proceeds from issuance of common stock	40,150,000		402		—	—		—	—		3,756,342			—			—			3,756,744
Net proceeds from issuance of preferred stock	—		—		1,650,000	17		—	—		1,607,742			—			—			1,607,759
Other comprehensive income (loss)^(a)	—		—		—	—		—	—		—			224			—			224
Common stock dividends/distributions	—		—		—	—		—	—		—			—			(389,599		)	(389,599		)
Preferred stock dividends	—		—		—	—		—	—		—			—			(29,935		)	(29,935		)
Net income (loss)	—		—		—	—		—	—		—			—			115,194			115,194
Balance, September 30, 2017	406,274,802		$	4,063	1,650,000	$	17	—	$	—	$	16,818,738		$	(4,959	)	$	(4,145,527	)	$	12,672,332


~~(a)~~			~~See the condensed statement of operations and other comprehensive income (loss) for the components of "other comprehensive income (loss)."~~


~~(a)~~	(a)See the ~~condensed statement of operations and other comprehensive income (loss) for the components of "other comprehensive income (loss)."~~



Preliminary Purchase Price Allocation
Current Assets	$	51,791
Property and equipment	439,961
Goodwill^(a)	779,013
Other intangible assets, net^(b)	327,338
Other non-current assets	72
Current liabilities	(36,438		)
Other non-current liabilities	(40,907		)
Net assets acquired^(c)	$	1,520,830



	Original Issue Date	Contractual Maturity Date ^(a)		Balance as of September 30, 2017			Balance as of December 31, 2016		Stated Interest Rate as of September 30, 2017^(a)
Bank debt - variable rate:
2016 Revolver	Jan. 2016	Aug. 2022	^(e)	$	—	^(b)(d)(e)(f)	$	—	2.6	%
2016 Term Loan A	Jan. 2016	Aug. 2022	^(e)	2,411,400		^(e)	1,954,173		2.6	%
Total bank debt				2,411,400			1,954,173
Securitized debt - fixed rate:
Secured Notes, Series 2009-1, Class A-1	July 2009	Aug. 2019		36,595			51,416		6.3	%
Secured Notes, Series 2009-1, Class A-2	July 2009	Aug. 2029		69,469			68,737		9.0	%
Tower Revenue Notes, Series 2010-3	Jan. 2010	Jan. 2040	^(c)	1,245,639			1,244,237		6.1	%
Tower Revenue Notes, Series 2010-6	Aug. 2010	Aug. 2040	^(c)	994,905			993,557		4.9	%
Tower Revenue Notes, Series 2015-1	May 2015	May 2042	^(c)	297,051			296,573		3.2	%
Tower Revenue Notes, Series 2015-2	May 2015	May 2045	^(c)	692,065			691,285		3.7	%
Total securitized debt				3,335,724			3,345,805
Bonds - fixed rate:
5.250% Senior Notes	Oct. 2012	Jan. 2023		1,638,680			1,637,099		5.3	%
3.849% Secured Notes	Dec. 2012	Apr. 2023		992,317			991,279		3.8	%
4.875% Senior Notes	Apr. 2014	Apr. 2022		841,645			840,322		4.9	%
3.400% Senior Notes	Feb./May 2016	Feb. 2021		849,836			849,698		3.4	%
4.450% Senior Notes	Feb. 2016	Feb. 2026		890,887			890,118		4.5	%
3.700% Senior Notes	May 2016	June 2026		742,521			741,908		3.7	%
2.250% Senior Notes	Sept. 2016	Sept. 2021		695,069			693,893		2.3	%
4.000% Senior Notes	Feb. 2017	March 2027		493,810		^(d)	—		4.0	%
4.750% Senior Notes	May 2017	May 2047		342,524		^(f)	—		4.8	%
3.200% Senior Notes	Aug. 2017	Sept. 2024		741,561		^(g)	—		3.2	%
3.650% Senior Notes	Aug. 2017	Sept. 2027		990,734		^(g)	—		3.7	%
Total bonds				9,219,584			6,644,317
Other:
Capital leases and other obligations	Various	Various		237,707			226,847		Various
Total debt and other obligations				15,204,415			12,171,142
Less: current maturities and short-term debt and other current obligations				114,198			101,749
Non-current portion of long-term debt and other long-term obligations				$	15,090,217		$	12,069,393


~~ITEM 1.~~	~~FINANCIAL STATEMENTS~~


1.	~~General~~



	Three Months Ending December 31,		Years Ending December 31,												Unamortized Adjustments, Net			Total Debt and Other Obligations Outstanding
	2017		2018		2019		2020		2021		Thereafter		Total Cash Obligations		Unamortized Adjustments, Net			Total Debt and Other Obligations Outstanding
Scheduled contractual maturities	$	29,588	$	113,667	$	166,726	$	154,989	$	1,824,666	$	13,022,295	$	15,311,931	$	(107,516	)	$	15,204,415



	Level in Fair Value Hierarchy	September 30, 2017				December 31, 2016
	Level in Fair Value Hierarchy	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	1	$	6,719,134	$	6,719,134	$	567,599	$	567,599
Restricted cash, current and non-current	1	120,730		120,730		129,547		129,547
Liabilities:
Total debt and other obligations	2	15,204,415		15,848,408		12,171,142		12,660,013



	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 revenues	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	512,776		108,631					621,407		499,281		64,675					563,956
Segment network services and other gross margin	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 (loss)	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^(b)					12,365			12,365						27,379			27,379
Income (loss) before income taxes								$	117,577								$	103,407
Capital expenditures	$	108,625	$	171,650	$	7,876		$	288,151	$	103,679	$	111,885	$	5,617		$	221,181
Total assets (at period end)	$	18,099,103	$	5,927,354	$	6,985,299		$	31,011,756	$	18,466,528	$	3,298,927	$	406,268		$	22,171,723



	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 revenues	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	1,526,289		301,085					1,827,374		1,492,828		188,365					1,681,193
Segment network services and other gross margin	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 (loss)	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^(b)					39,955			39,955						112,170			112,170
Income (loss) from continuing operations before income taxes								$	357,736								$	245,060
Capital expenditures	$	317,050	$	514,006	$	20,456		$	851,512	$	318,900	$	279,488	$	15,790		$	614,178



($ in thousands)	Three Months Ended September 30,
($ in thousands)	2017	2016	$ Change	% Change
Site rental revenues:
Towers site rental revenues	$724,813	$709,603	+$15,210	+2%
Small Cells site rental revenues	$167,950	$102,429	+$65,521	+64%
Total site rental revenues	$892,763	$812,032	+$80,731	+10%
Segment site rental gross margin:
Towers site rental gross margin^(a)	$512,776	$499,281	+$13,495	+3%
Small Cells site rental gross margin^(a)	$108,631	$64,675	+$43,956	+68%
Segment network services and other gross margin:
Towers network services and other gross margin^(a)	$62,156	$69,584	-$7,428	-11%
Small Cells network services and other gross margin^(a)	$3,229	$2,811	$418	15%
Segment operating profit:
Towers operating profit^(a)	$552,442	$546,640	+$5,802	+1%
Small Cells operating profit^(a)	$93,445	$53,006	+$40,439	+76%
Adjusted EBITDA^(b)	$604,802	$564,120	+$40,682	+7%
Net income attributable to CCIC common stockholders	$85,259	$87,369	-$2,110	-2%



	September 30, 2017
	(In thousands of dollars)
Cash and cash equivalents^(a)	$	199,134
Undrawn 2016 Revolver availability^(b)	2,835,316
Debt and other long-term obligations (current and non-current)	15,859,415
Total equity	12,672,332


~~ITEM 3.~~	~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~


~~(a)~~			The fair value of our debt is based on indicative quotes (that is, non-binding quotes) from brokers that require judgment to interpret market information, including implied credit spreads for similar borrowings on recent trades or bid/ask offers. These fair values are not necessarily indicative of the amount which could be realized in a current market exchange.


~~(b)~~	~~The average interest rate represents the weighted-average stated coupon rate (see footnotes (c) and (d)).~~


~~(e)~~	~~Predominantly consists of our 2016 Term Loan A and 2016 Revolver borrowings, each of which mature in 2022.~~


~~ITEM 2.~~	ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



~~Exhibit No.~~			~~Description~~

~~(b)~~	~~2.1~~	Agreement and Plan of Merger, dated as of July 18, 2017, by and among Crown Castle International Corp., LTS Group Holdings LLC, Berkshire Fund VII-A (LTS) Acquisition Partners, Berkshire Fund VIII-A (LTS) Acquisition Partners, LTS Berkshire Fund VII-A Blocker Corporation, LTS Berkshire Fund VIII-A Blocker Corporation, LTS Co-Invest Blocker LLC, LTS Co-Invest Blocker II LLC, LTS Rollover Blocker LLC, LTS BF VII-A Blocker Merger Sub, Inc., LTS BF VIII-A Blocker Merger Sub, Inc., LTS Co-Invest Blocker Merger Sub, Inc., LTS Co-Invest Blocker II Merger Sub, Inc., LTS Rollover Blocker Merger Sub, Inc., LTS Group Holdings Merger Sub, Inc. and BSR LLC, as equityholders’ representative

~~(c)~~	~~3.1~~	~~Restated Certificate of Incorporation of Crown Castle International Corp., dated July 20, 2017~~

~~(c)~~	~~3.2~~	Certificate of Designations of 6.875% Mandatory Convertible Preferred Stock, Series A, of Crown Castle International Corp., filed with the Secretary of State of the State of Delaware and effective July 26, 2017

~~(a)~~	~~3.3~~	~~Amended and Restated By-Laws of Crown Castle International Corp., dated July 30, 2015~~

~~(d)~~	~~4.1~~	Ninth Supplemental Indenture dated August 1, 2017, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee

~~(e)~~	~~10.1~~	Amendment No. 2 dated as of August 29, 2017, among Crown Castle International Corp., the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, to the Credit Agreement dated as of January 21, 2016, by and among Crown Castle International Corp., the lenders and issuing banks from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent

~~(b)~~	~~10.2~~	~~Commitment Letter, dated as of July 18, 2017, among Crown Castle International Corp., Morgan Stanley Senior Funding, Inc., Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated~~

*	~~31.1~~	~~Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002~~

*	~~31.2~~	~~Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002~~

†	~~32.1~~	~~Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002~~

*	~~101.INS~~	~~XBRL Instance Document~~

*	~~101.SCH~~	~~XBRL Taxonomy Extension Schema Document~~

*	~~101.DEF~~	~~XBRL Taxonomy Extension Definition Linkbase Document~~

*	~~101.CAL~~	~~XBRL Taxonomy Extension Calculation Linkbase Document~~

*	~~101.LAB~~	~~XBRL Taxonomy Extension Label Linkbase Document~~

*	~~101.PRE~~	~~XBRL Taxonomy Extension Presentation Linkbase Document~~


~~(a)~~	~~Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on August 4, 2015.~~