Exhibit 99.2
Unaudited Pro Forma Condensed Consolidated Financial Information
The following unaudited pro forma condensed consolidated financial information gives effect to the sale of Crown Castle International Corp.’s Australian subsidiary (“CCAL”) by Crown Castle International Corp. (together with its wholly owned subsidiaries, “Crown Castle”).
On May 14, 2015, Crown Castle International Corp. and Crown Castle Operating LLC, a wholly owned subsidiary of Crown Castle International Corp. (“CCOL”), entered into a definitive agreement with The Trust Company (Nominees) Limited, Todd International Investments Limited, Oceania Capital Limited, Birdsong Capital Limited, Baytown Investments Limited and Heritage PTC LLC (collectively and together with CCOL, the “Sellers”), Turri Finance Pty Ltd, a corporation organized under the laws of Australia, and Turri Bidco Pty Ltd, a corporation organized under the laws of Australia that is controlled by a consortium of investors led by Macquarie Infrastructure and Real Assets (“Buyer”), pursuant to which Buyer agreed to purchase all of the issued and outstanding shares of CCAL (“CCAL Sale”). CCOL owned approximately 77.59% of CCAL’s outstanding shares. Subject to the terms of the Agreement for the Sale and Purchase of the Shares of Crown Castle Australia Holdings Pty Ltd, the aggregate purchase price payable to Crown Castle and the other Sellers was approximately A$2.0 billion in cash or approximately US $1.6 billion at an exchange rate of 0.80 US dollars to 1.0 Australian dollar. On May 28, 2015, the CCAL Sale was completed and Crown Castle (1) received net proceeds of approximately US $1.2 billion after accounting for its ownership interest, repayment of intercompany debt owed to it by CCAL and estimated transaction fees and expenses and (2) became entitled to an installment payment of A$155 million from the Buyer due in January 2016. Crown Castle expects to use the net proceeds for general corporate purposes, which may include funding the acquisition of Quanta Fiber Networks, Inc. (“Sunesys”) for approximately $1.0 billion or the repayment of debt.
The accompanying unaudited pro forma condensed consolidated financial information is based upon historical financial statements, including the (1) audited consolidated statement of operations and comprehensive income (loss) of Crown Castle contained in its Annual Report on Form 10-K for the fiscal years ended December 31, 2014, 2013 and 2012, (2) unaudited condensed consolidated statement of operations and comprehensive income (loss) of Crown Castle for the three months ended March 31, 2015 contained in its Quarterly Report on Form 10-Q, and (3) unaudited condensed consolidated balance sheet of Crown Castle as of March 31, 2015 contained in its Quarterly Report on Form 10-Q. The Unaudited Pro Forma Condensed Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012 and the three months ended March 31, 2015 give effect to the CCAL Sale as if it had occurred as of January 1, 2012. The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2015 gives effect to the CCAL Sale as if it had been completed as of March 31, 2015, including an assumed exchange rate of 0.769 US dollars to 1.0 Australian dollar. The pro forma adjustments are described in the accompanying notes and are based upon available information and certain assumptions that management believes are reasonable.
The accompanying unaudited pro forma condensed consolidated financial information is provided for illustrative purposes only and does not purport to represent what Crown Castle’s results of operations or financial condition would actually have been had the CCAL Sale in fact occurred on such dates or to project Crown Castle’s results of operations or financial condition for any future date or period. The pro forma financial information should be read in conjunction with the consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Crown Castle’s most recent annual report on Form 10-K and quarterly report on Form 10-Q.
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information.
1
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2015
(In thousands of dollars, except per share amounts)
| | | | | | | | | | | | |
| | | Historical (a) | | | Adjustments
for CCAL
Sale (b) | | | Pro Forma | |
Net revenues: | | | | | | | | | | | | |
Site rental | | $ | 767,606 | | | $ | (36,226 | ) | | $ | 731,380 | |
Network services and other | | | 173,395 | | | | (4,304 | ) | | | 169,091 | |
| | | | | | | | | | | | |
Net revenues | | | 941,001 | | | | (40,530 | ) | | | 900,471 | |
| | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | |
Costs of operations (exclusive of depreciation, amortization, and accretion shown separately): | | | | | | | | | | | | |
Site rental | | | 240,980 | | | | (8,767 | ) | | | 232,213 | |
Network services and other | | | 88,878 | | | | (1,960 | ) | | | 86,918 | |
General and administrative | | | 79,487 | | | | (5,431 | ) | | | 74,056 | |
Asset write-down charges | | | 8,623 | | | | (68 | ) | | | 8,555 | |
Acquisition and integration costs | | | 2,019 | | | | (3 | ) | | | 2,016 | |
Depreciation, amortization and accretion | | | 258,060 | | | | (6,254 | ) | | | 251,806 | |
| | | | | | | | | | | | |
Total operating expenses | | | 678,047 | | | | (22,483 | ) | | | 655,564 | |
| | | | | | | | | | | | |
Operating income (loss) | | | 262,954 | | | | (18,047 | ) | | | 244,907 | |
Interest expense and amortization of deferred financing costs | | | (134,439 | ) | | | — | (c) | | | (134,439 | ) |
Gains (losses) on retirement of long-term obligations | | | — | | | | — | | | | — | |
Interest income | | | 109 | | | | (53 | ) | | | 56 | |
Other income (expense) | | | (230 | ) | | | 6 | | | | (224 | ) |
| | | | | | | | | | | | |
Income (loss) before income taxes | | | 128,394 | | | | (18,094 | ) | | | 110,300 | |
Benefit (provision) for income taxes | | | (3,282 | ) | | | 4,716 | | | | 1,434 | |
| | | | | | | | | | | | |
Net income (loss) from continuing operations | | | 125,112 | | | | (13,378 | ) | | | 111,734 | |
Less: Net income (loss) from continuing operations attributable to the noncontrolling interest | | | 2,325 | | | | (2,325 | ) | | | — | |
| | | | | | | | | | | | |
Net income (loss) from continuing operations attributable to CCIC stockholders | | | 122,787 | | | | (11,053 | ) | | | 111,734 | |
Dividends on preferred stock | | | (10,997 | ) | | | — | | | | (10,997 | ) |
| | | | | | | | | | | | |
Net income (loss) from continuing operations attributable to CCIC common stockholders | | $ | 111,790 | | | $ | (11,053 | ) | | $ | 100,737 | |
| | | | | | | | | | | | |
Net income (loss) from continuing operations attributable to CCIC common stockholders, per common share | | | | | | | | | | | | |
Basic | | $ | 0.34 | | | | | | | $ | 0.30 | |
Diluted | | $ | 0.34 | | | | | | | $ | 0.30 | |
Weighted-average common shares outstanding (in thousands): | | | | | | | | | | | | |
Basic | | | 332,712 | | | | | | | | 332,712 | |
Diluted | | | 333,485 | | | | | | | | 333,485 | |
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information.
2
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2014
(In thousands of dollars, except per share amounts)
| | | | | | | | | | | | |
| | | Historical (a) | | | Adjustments
for CCAL
Sale (b) | | | Pro Forma | |
Net revenues: | | | | | | | | | | | | |
Site rental | | $ | 3,006,774 | | | $ | (140,161 | ) | | $ | 2,866,613 | |
Network services and other | | | 683,110 | | | | (10,967 | ) | | | 672,143 | |
| | | | | | | | | | | | |
| | | 3,689,884 | | | | (151,128 | ) | | | 3,538,756 | |
Operating expenses: | | | | | | | | | | | | |
Costs of operations (exclusive of depreciation, amortization, and accretion shown separately): | | | | | | | | | | | | |
Site rental | | | 944,666 | | | | (38,514 | ) | | | 906,152 | |
Network services and other | | | 405,800 | | | | (5,346 | ) | | | 400,454 | |
General and administrative | | | 282,696 | | | | (25,400 | ) | | | 257,296 | |
Asset write-down charges | | | 15,040 | | | | (794 | ) | | | 14,246 | |
Acquisition and integration costs | | | 35,042 | | | | (897 | ) | | | 34,145 | |
Depreciation, amortization and accretion | | | 1,013,064 | | | | (27,283 | ) | | | 985,781 | |
| | | | | | | | | | | | |
Total operating expenses | | | 2,696,308 | | | | (98,234 | ) | | | 2,598,074 | |
| | | | | | | | | | | | |
Operating income (loss) | | | 993,576 | | | | (52,894 | ) | | | 940,682 | |
Interest expense and amortization of deferred financing costs | | | (573,291 | ) | | | — | (c) | | | (573,291 | ) |
Gains (losses) on retirement of long-term obligations | | | (44,629 | ) | | | — | | | | (44,629 | ) |
Interest income | | | 616 | | | | (301 | ) | | | 315 | |
Other income (expense) | | | 11,862 | | | | 131 | | | | 11,993 | |
| | | | | | | | | | | | |
Income (loss) before income taxes | | | 388,134 | | | | (53,064 | ) | | | 335,070 | |
Benefit (provision) for income taxes | | | 10,640 | | | | 604 | | | | 11,244 | |
| | | | | | | | | | | | |
Net income (loss) from continuing operations | | | 398,774 | | | | (52,460 | ) | | | 346,314 | |
| | | | | | | | | | | | |
Less: Net income (loss) from continuing operations attributable to the noncontrolling interest | | | 8,261 | | | | (8,261 | ) | | | — | |
| | | | | | | | | | | | |
Net income (loss) from continuing operations attributable to CCIC stockholders | | | 390,513 | | | | (44,199 | ) | | | 346,314 | |
Dividends on preferred stock | | | (43,988 | ) | | | — | | | | (43,988 | ) |
| | | | | | | | | | | | |
Net income (loss) from continuing operations attributable to CCIC common stockholders | | $ | 346,525 | | | $ | (44,199 | ) | | $ | 302,326 | |
| | | | | | | | | | | | |
Net income (loss) from continuing operations attributable to CCIC common stockholders, per common share | | | | | | | | | | | | |
Basic | | | 1.04 | | | | | | | | 0.91 | |
Diluted | | | 1.04 | | | | | | | | 0.91 | |
Weighted-average common shares outstanding (in thousands): | | | | | | | | | | | | |
Basic | | | 332,302 | | | | | | | | 332,302 | |
Diluted | | | 333,265 | | | | | | | | 333,265 | |
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information.
3
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2013
(In thousands of dollars, except per share amounts)
| | | | | | | | | | | | |
| | | Historical (a) | | | Adjustments
for CCAL
Sale (b) | | | Pro Forma | |
Net revenues: | | | | | | | | | | | | |
Site rental | | $ | 2,503,620 | | | $ | (132,240 | ) | | $ | 2,371,380 | |
Network services and other | | | 518,764 | | | | (24,393 | ) | | | 494,371 | |
| | | | | | | | | | | | |
Net revenues | | | 3,022,384 | | | | (156,633 | ) | | | 2,865,751 | |
| | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | |
Costs of operations (exclusive of depreciation, amortization, and accretion shown separately): | | | | | | | | | | | | |
Site rental | | | 725,109 | | | | (38,236 | ) | | | 686,873 | |
Network services and other | | | 321,687 | | | | (17,543 | ) | | | 304,144 | |
General and administrative | | | 238,702 | | | | (25,183 | ) | | | 213,519 | |
Asset write-down charges | | | 14,863 | | | | (1,268 | ) | | | 13,595 | |
Acquisition and integration costs | | | 26,005 | | | | (431 | ) | | | 25,574 | |
Depreciation, amortization and accretion | | | 774,215 | | | | (32,873 | ) | | | 741,342 | |
| | | | | | | | | | | | |
Total operating expenses | | | 2,100,581 | | | | (115,534 | ) | | | 1,985,047 | |
| | | | | | | | | | | | |
Operating income (loss) | | | 921,803 | | | | (41,099 | ) | | | 880,704 | |
Interest expense and amortization of deferred financing costs | | | (589,630 | ) | | | — | (c) | | | (589,630 | ) |
Gains (losses) on retirement of long-term obligations | | | (37,127 | ) | | | — | | | | (37,127 | ) |
Interest income | | | 1,355 | | | | (399 | ) | | | 956 | |
Other income (expense) | | | (3,872 | ) | | | (30 | ) | | | (3,902 | ) |
| | | | | | | | | | | | |
Income (loss) before income taxes | | | 292,529 | | | | (41,528 | ) | | | 251,001 | |
Benefit (provision) for income taxes | | | (198,628 | ) | | | 6,801 | (d) | | | (191,827 | ) |
| | | | | | | | | | | | |
Net income (loss) from continuing operations | | | 93,901 | | | | (34,727 | ) | | | 59,174 | |
Less: Net income (loss) from continuing operations attributable to the noncontrolling interest | | | 3,790 | | | | (3,790 | ) | | | — | |
| | | | | | | | | | | | |
Net income (loss) from continuing operations attributable to CCIC stockholders | | | 90,111 | | | | (30,937 | ) | | | 59,174 | |
Dividends on preferred stock | | | (11,363 | ) | | | — | | | | (11,363 | ) |
| | | | | | | | | | | | |
Net income (loss) from continuing operations attributable to CCIC common stockholders | | $ | 78,748 | | | $ | (30,937 | ) | | $ | 47,811 | |
| | | | | | | | | | | | |
Net income (loss) from continuing operations attributable to CCIC common stockholders, per common share | | | | | | | | | | | | |
Basic | | $ | 0.26 | | | | | | | $ | 0.16 | |
Diluted | | $ | 0.26 | | | | | | | $ | 0.16 | |
Weighted-average common shares outstanding (in thousands): | | | | | | | | | | | | |
Basic | | | 298,083 | | | | | | | | 298,083 | |
Diluted | | | 299,293 | | | | | | | | 299,293 | |
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information.
4
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2012
(In thousands of dollars, except per share amounts)
| | | | | | | | | | | | |
| | | Historical (a) | | | Adjustments
for CCAL
Sale (b) | | | Pro Forma | |
Net revenues: | | | | | | | | | | | | |
Site rental | | $ | 2,124,190 | | | $ | (123,141 | ) | | $ | 2,001,049 | |
Network services and other | | | 308,490 | | | | (23,203 | ) | | | 285,287 | |
| | | | | | | | | | | | |
Net revenues | | | 2,432,680 | | | | (146,344 | ) | | | 2,286,336 | |
| | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | |
Costs of operations (exclusive of depreciation, amortization, and accretion shown separately): | | | | | | | | | | | | |
Site rental | | | 539,239 | | | | (35,578 | ) | | | 503,661 | |
Network services and other | | | 189,750 | | | | (15,988 | ) | | | 173,762 | |
General and administrative | | | 212,572 | | | | (27,661 | ) | | | 184,911 | |
Asset write-down charges | | | 15,548 | | | | (322 | ) | | | 15,226 | |
Acquisition and integration costs | | | 18,298 | | | | (82 | ) | | | 18,216 | |
Depreciation, amortization and accretion | | | 622,592 | | | | (31,164 | ) | | | 591,428 | |
| | | | | | | | | | | | |
Total operating expenses | | | 1,597,999 | | | | (110,795 | ) | | | 1,487,204 | |
| | | | | | | | | | | | |
Operating income (loss) | | | 834,681 | | | | (35,549 | ) | | | 799,132 | |
Interest expense and amortization of deferred financing costs | | | (601,044 | ) | | | 13 | (c) | | | (601,031 | ) |
Gains (losses) on retirement of long-term obligations | | | (131,974 | ) | | | — | | | | (131,974 | ) |
Interest income | | | 4,556 | | | | (467 | ) | | | 4,089 | |
Other income (expense) | | | (5,392 | ) | | | 29 | | | | (5,363 | ) |
| | | | | | | | | | | | |
Income (loss) before income taxes | | | 100,827 | | | | (35,974 | ) | | | 64,853 | |
Benefit (provision) for income taxes | | | 100,061 | | | | (40,884 | ) (d) | | | 59,177 | |
| | | | | | | | | | | | |
Net income (loss) from continuing operations | | | 200,888 | | | | (76,858 | ) | | | 124,030 | |
Less: Net income (loss) from continuing operations attributable to the noncontrolling interest | | | 12,304 | | | | (12,572 | ) | | | (268 | ) |
| | | | | | | | | | | | |
Net income (loss) from continuing operations attributable to CCIC stockholders | | | 188,584 | | | | (64,286 | ) | | | 124,298 | |
Dividends on preferred stock | | | (2,629 | ) | | | — | | | | (2,629 | ) |
| | | | | | | | | | | | |
Net income (loss) from continuing operations attributable to CCIC common stockholders | | $ | 185,955 | | | $ | (64,286 | ) | | $ | 121,669 | |
| | | | | | | | | | | | |
Net income (loss) from continuing operations attributable to CCIC common stockholders, per common share | | | | | | | | | | | | |
Basic | | $ | 0.64 | | | | | | | $ | 0.42 | |
Diluted | | $ | 0.64 | | | | | | | $ | 0.42 | |
Weighted-average common shares outstanding (in thousands): | | | | | | | | | | | | |
Basic | | | 289,285 | | | | | | | | 289,285 | |
Diluted | | | 291,270 | | | | | | | | 291,270 | |
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information.
5
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands of dollars, except per share amounts)
| | | | | | | | | | | | |
| | | Historical (a) | | | Adjustments
for CCAL
Sale (e) | | | Pro Forma | |
| | | |
| ASSETS | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 240,153 | | | $ | 1,101,629 | (f) | | $ | 1,341,782 | |
Restricted cash | | | 136,964 | | | | 7,691 | (g) | | | 144,655 | |
Receivables, net | | | 292,565 | | | | (15,136 | ) | | | 277,429 | |
Receivable from Buyer | | | — | | | | 119,211 | (h) | | | 119,211 | |
Prepaid expenses | | | 144,334 | | | | (16,416 | ) | | | 127,918 | |
Deferred income tax assets | | | 30,105 | | | | (3,462 | ) | | | 26,643 | |
Other current assets | | | 83,393 | | | | — | | | | 83,393 | |
| | | | | | | | | | | | |
Total current assets | | | 927,514 | | | | 1,193,517 | | | | 2,121,031 | |
Deferred site rental receivables | | | 1,292,630 | | | | (62,505 | ) | | | 1,230,125 | |
Property and equipment, net of accumulated depreciation | | | 9,139,703 | | | | (154,712 | ) | | | 8,984,991 | |
Goodwill | | | 5,215,348 | | | | (12,745 | ) | | | 5,202,603 | |
Other intangible assets, net | | | 3,650,945 | | | | (31,257 | ) | | | 3,619,688 | |
Deferred income tax assets | | | 18,620 | | | | (16,604 | ) | | | 2,016 | |
Long-term prepaid rent, deferred financing costs and other assets, net | | | 860,717 | | | | (58,094 | ) | | | 802,623 | |
| | | | | | | | | | | | |
Total assets | | $ | 21,105,477 | | | $ | 857,600 | | | $ | 21,963,077 | |
| | | | | | | | | | | | |
| | | |
| LIABILITIES AND EQUITY | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | |
Accounts payable | | $ | 146,894 | | | $ | (4,972 | ) | | $ | 141,922 | |
Accrued interest | | | 68,697 | | | | — | | | | 68,697 | |
Deferred revenues | | | 327,270 | | | | (56,967 | ) | | | 270,303 | |
Other accrued liabilities | | | 163,096 | | | | (5,215 | ) (i) | | | 157,881 | |
Current maturities of debt and other obligations | | | 115,998 | | | | — | | | | 115,998 | |
| | | | | | | | | | | | |
Total current liabilities | | | 821,955 | | | | (67,154 | ) | | | 754,801 | |
Debt and other long-term obligations | | | 11,954,093 | | | | — | | | | 11,954,093 | |
Deferred income tax liabilities | | | 38,152 | | | | — | | | | 38,152 | |
Other long-term liabilities | | | 1,732,484 | | | | (32,333 | ) | | | 1,700,151 | |
| | | | | | | | | | | | |
Total liabilities | | | 14,546,684 | | | | (99,487 | ) | | | 14,447,197 | |
| | | | | | | | | | | | |
Commitments and contingencies | | | | | | | | | | | — | |
CCIC stockholders’ equity: | | | | | | | | | | | — | |
Common stock, $.01 par value; 600,000,000 shares authorized; 333,761,959 shares issued and outstanding | | | 3,339 | | | | — | | | | 3,339 | |
4.50% Mandatory Convertible Preferred Stock, Series A, $.01 par value; 20,000,000 shares authorized; 9,775,000 shares issued and outstanding: $977,500 aggregate liquidation value | | | 98 | | | | — | | | | 98 | |
Additional paid-in capital | | | 9,503,335 | | | | — | | | | 9,503,335 | |
Accumulated other comprehensive income (loss) | | | 8,304 | | | | (22,366 | ) (j) | | | (14,062 | ) |
Dividends/distributions in excess of earnings | | | (2,978,356 | ) | | | 1,001,526 | (k) | | | (1,976,830 | ) |
| | | | | | | | | | | | |
Total CCIC stockholders’ equity | | | 6,536,720 | | | | 979,160 | | | | 7,515,880 | |
Noncontrolling interest | | | 22,073 | | | | (22,073 | ) | | | — | |
| | | | | | | | | | | | |
Total equity | | | 6,558,793 | | | | 957,087 | | | | 7,515,880 | |
| | | | | | | | | | | | |
Total liabilities and equity | | $ | 21,105,477 | | | $ | 857,600 | | | $ | 21,963,077 | |
| | | | | | | | | | | | |
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information.
6
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
(In thousands of dollars, except per share amounts)
| (a) | Reflects the historical results of operations and historical balance sheet of Crown Castle as of and for the respective period indicated, as reported in (1) the audited consolidated statement of operations and comprehensive income (loss) of Crown Castle contained in its Annual Report on Form 10-K for the fiscal years ended December 31, 2014, 2013 and 2012, (2) the unaudited condensed consolidated statement of operations and comprehensive income (loss) of Crown Castle for the three months ended March 31, 2015 contained in its Quarterly Report on Form 10-Q, and (3) the unaudited condensed consolidated balance sheet of Crown Castle as of March 31, 2015 contained in its Quarterly Report on Form 10-Q. |
| (b) | Reflects the elimination of the historical results of operations of CCAL for the period indicated, except as indicated in notes (c) and (d) below. |
| (c) | The pro forma adjustment excludes any interest on an intercompany note payable from CCAL to Crown Castle (“Intercompany Debt”) which was eliminated in consolidation for all periods presented. |
| (d) | Reflects (1) the elimination of historical benefit (provision) from income taxes for CCAL for each period presented and (2) an adjustment to exclude the US tax effect on intercompany interest income from the Intercompany Debt which is assumed to be repaid at the beginning of the pro forma periods presented. |
| (e) | Reflects the elimination of historical balances of CCAL for the period indicated (exclusive of the Intercompany Debt), adjusted for the CCAL Sale, as described in the footnotes herein. |
| (f) | Reflects adjustments (1) to remove CCAL cash balance of $12.3 million, and (2) for receipt of $1.11 billion in cash received by Crown Castle at closing in May 2015 inclusive of the repayment of the Intercompany Debt, and estimated transaction fees and expenses. |
| (g) | Reflects an increase to restricted cash of $7.7 million related to cash held in escrow in conjunction with the CCAL Sale. |
| (h) | Reflects an increase of $119.2 million for the non-interest bearing installment payment due from the Buyer to CCOL on January 4, 2016. |
| (i) | Reflects adjustments to (1) remove CCAL accrued liabilities of $21.9 million, (2) record a $15.0 million liability related to federal and state taxes to be paid in connection with the CCAL Sale and give effect to Crown Castle’s net operating losses and REIT status, and (3) record a $1.7 million liability related to the non-controlling interest portion of cash held in escrow as described in note (g). |
| (j) | Reflects the elimination of $22.4 million in historical cumulative translation adjustments related to CCAL. |
| (k) | Reflects the adjustment to dividends/distributions in excess of earnings by the amount of gain recorded at closing of $1.0 billion (assuming a March 31, 2015 exchange rate of 0.769 US dollars to 1.0 Australian dollar). |
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