UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended ~~March 31,~~June 30, 2022


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

For the transition period �� to

Commission File Number 001-16441

CROWN CASTLE ~~INTERNATIONAL CORP.~~INC.

(Exact name of registrant as specified in its charter)


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

8020 Katy Freeway, Houston, Texas 77024

(Address of principal executives office) (Zip Code)

(713) 570-3000

(Registrant's telephone number, including area code)

Crown Castle International Corp.

(Former name, former address and former fiscal year, if changed since last report)

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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. ☐

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

Number of shares of common stock outstanding at ~~April 26,~~August 2, 2022: ~~433,031,679~~433,039,264

CROWN CASTLE ~~INTERNATIONAL CORP.~~INC. AND SUBSIDIARIES

INDEX

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 I—Item 3. Quantitative and Qualitative Disclosures About Market Risk" ~~and~~ ~~"Part II—Item 1A. Risk Factors"~~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, and consumption of and demand for data, including growth in, and factors driving, consumption and demand, (4) potential benefits of our communications infrastructure (on an individual and collective basis) and expectations regarding demand therefore, including 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 2022 outlook and the anticipated growth in our financial results, including future revenues and operating cash flows, 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, capital allocation, our leverage ratio target, our ability to service our debt and comply with debt covenants and the plans for and the benefits of any future refinancings, (12) the utility of certain financial measures, including non-GAAP financial measures, (13) expectations related to 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, (14) adequacy, projected sources and uses of liquidity, (15) our dividend policy and the timing, amount, growth or tax characterization of our dividends, , (16) ~~the potential impact of the coronavirus (COVID-19) pandemic and any measures taken with respect thereto, (17)~~ availability of spectrum, ~~(18)~~(17) the T-Mobile Agreement (as defined below), including expectations related thereto and the benefits that may be

derived therefrom, and the the impact from the T-Mobile and Sprint network

consolidation contemplated therein, ~~(19)~~(18) discretionary investments and the benefits that may be derived therefrom, ~~(20)~~(19) potential adjustments in the interest rate spread and unused commitment fee percentage on our 2016 Credit Facility and ~~(21)~~(20) 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 "Item 1A. Risk Factors" of the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 ("2021 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.

Special Note Regarding Name Change

On August 1, 2022, we officially changed our legal name from "Crown Castle International Corp." to "Crown Castle Inc."

Interpretation

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 Inc. ("CCI") (formerly, 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 2021 Form 10-K.

PART I—FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

CROWN CASTLE ~~INTERNATIONAL CORP.~~INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(Amounts in millions, except par values)


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	312	$	292	Cash and cash equivalents	$	281	$	292
Restricted cash	Restricted cash	165		169		Restricted cash	160		169
Receivables, net	Receivables, net	503		543		Receivables, net	516		543
Prepaid expenses	Prepaid expenses	119		105		Prepaid expenses	158		105
Other current assets	Other current assets	162		145		Other current assets	175		145
Total current assets	Total current assets	1,261		1,254		Total current assets	1,290		1,254
Deferred site rental receivables	Deferred site rental receivables	1,682		1,588		Deferred site rental receivables	1,796		1,588
Property and equipment, net of accumulated depreciation of $12,220 and $11,937, respectively		15,226		15,269
Property and equipment, net of accumulated depreciation of $12,517 and $11,937, respectively						Property and equipment, net of accumulated depreciation of $12,517 and $11,937, respectively	15,219		15,269
Operating lease right-of-use assets	Operating lease right-of-use assets	6,739		6,682		Operating lease right-of-use assets	6,663		6,682
Goodwill	Goodwill	10,078		10,078		Goodwill	10,087		10,078
Other intangible assets, net	Other intangible assets, net	3,935		4,046		Other intangible assets, net	3,822		4,046
Other assets, net	Other assets, net	130		123		Other assets, net	136		123
Total assets	Total assets	$	39,051	$	39,040	Total assets	$	39,013	$	39,040

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	224	$	246	Accounts payable	$	230	$	246
Accrued interest	Accrued interest	117		182		Accrued interest	180		182
Deferred revenues	Deferred revenues	721		776		Deferred revenues	701		776
Other accrued liabilities	Other accrued liabilities	288		401		Other accrued liabilities	342		401
Current maturities of debt and other obligations	Current maturities of debt and other obligations	71		72		Current maturities of debt and other obligations	70		72
Current portion of operating lease liabilities	Current portion of operating lease liabilities	355		349		Current portion of operating lease liabilities	348		349
Total current liabilities	Total current liabilities	1,776		2,026		Total current liabilities	1,871		2,026
Debt and other long-term obligations	Debt and other long-term obligations	21,055		20,557		Debt and other long-term obligations	21,212		20,557
Operating lease liabilities	Operating lease liabilities	6,078		6,031		Operating lease liabilities	6,017		6,031
Other long-term liabilities	Other long-term liabilities	2,106		2,168		Other long-term liabilities	2,052		2,168
Total liabilities	Total liabilities	31,015		30,782		Total liabilities	31,152		30,782
Commitments and contingencies (note 8)	Commitments and contingencies (note 8)					Commitments and contingencies (note 8)
Stockholders' equity:	Stockholders' equity:					Stockholders' equity:
Common stock, $0.01 par value; 600 shares authorized; shares issued and outstanding: March 31, 2022—433 and December 31, 2021—432		4		4
Common stock, $0.01 par value; 1,200 shares authorized; shares issued and outstanding: June 30, 2022—433 and December 31, 2021—432						Common stock, $0.01 par value; 1,200 shares authorized; shares issued and outstanding: June 30, 2022—433 and December 31, 2021—432	4		4
Additional paid-in capital	Additional paid-in capital	18,006		18,011		Additional paid-in capital	18,050		18,011
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(3)		(4)		Accumulated other comprehensive income (loss)	(5)		(4)
Dividends/distributions in excess of earnings	Dividends/distributions in excess of earnings	(9,971)		(9,753)		Dividends/distributions in excess of earnings	(10,188)		(9,753)
Total equity	Total equity	8,036		8,258		Total equity	7,861		8,258
Total liabilities and equity	Total liabilities and equity	$	39,051	$	39,040	Total liabilities and equity	$	39,013	$	39,040

See notes to condensed consolidated financial statements.

CROWN CASTLE ~~INTERNATIONAL CORP.~~INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS) (Unaudited)

(Amounts in millions, except per share amounts)


		Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021				2022		2021		2022		2021
Net revenues:	Net revenues:						Net revenues:
Site rental	Site rental	$	1,576	$	1,369		Site rental	$	1,567	$	1,425	$	3,143	$	2,794
Services and other	Services and other	166		116			Services and other	167		158		333		274
Net revenues	Net revenues	1,742		1,485			Net revenues	1,734		1,583		3,476		3,068
Operating expenses:	Operating expenses:						Operating expenses:
Costs of operations:(a)	Costs of operations:(a)						Costs of operations:(a)
Site rental	Site rental	396		381			Site rental	402		389		798		770
Services and other	Services and other	113		81			Services and other	112		105		225		186
Selling, general and administrative	Selling, general and administrative	181		164			Selling, general and administrative	190		169		371		333
Asset write-down charges	Asset write-down charges	14		3			Asset write-down charges	9		6		23		9

Acquisition and integration costs							Acquisition and integration costs	1		1		1		1
Depreciation, amortization and accretion	Depreciation, amortization and accretion	420		408			Depreciation, amortization and accretion	427		408		847		816
Total operating expenses	Total operating expenses	1,124		1,037			Total operating expenses	1,141		1,078		2,265		2,115
Operating income (loss)	Operating income (loss)	618		448			Operating income (loss)	593		505		1,211		953
Interest expense and amortization of deferred financing costs	Interest expense and amortization of deferred financing costs	(164)		(170)			Interest expense and amortization of deferred financing costs	(165)		(161)		(329)		(330)
Gains (losses) on retirement of long-term obligations	Gains (losses) on retirement of long-term obligations	(26)		(143)			Gains (losses) on retirement of long-term obligations	—		(1)		(26)		(144)
Interest income	Interest income	—		1			Interest income	—		1		1		1
Other income (expense)	Other income (expense)	(1)		(8)			Other income (expense)	(2)		(5)		(4)		(12)
Income (loss) before income taxes	Income (loss) before income taxes	427		128			Income (loss) before income taxes	426		339		853		468
Benefit (provision) for income taxes	Benefit (provision) for income taxes	(6)		(7)			Benefit (provision) for income taxes	(5)		(6)		(11)		(13)
Income (loss) from continuing operations	Income (loss) from continuing operations	421		121			Income (loss) from continuing operations	421		333		842		455
Discontinued operations:	Discontinued operations:						Discontinued operations:
Net gain (loss) from disposal of discontinued operations, net of tax	Net gain (loss) from disposal of discontinued operations, net of tax	—		(63)			Net gain (loss) from disposal of discontinued operations, net of tax	—		1		—		(62)
Income (loss) from discontinued operations, net of tax	Income (loss) from discontinued operations, net of tax	—		(63)			Income (loss) from discontinued operations, net of tax	—		1		—		(62)
Net income (loss)	Net income (loss)	421		58			Net income (loss)	421		334		842		393

Net income (loss)	Net income (loss)	$	421	$	58		Net income (loss)	$	421	$	334	$	842	$	393
Other comprehensive income (loss):

Foreign currency translation adjustments	Foreign currency translation adjustments	1		1			Foreign currency translation adjustments	(2)		1		(1)		2
Total other comprehensive income (loss)	Total other comprehensive income (loss)	1		1			Total other comprehensive income (loss)	(2)		1		(1)		2
Comprehensive income (loss)	Comprehensive income (loss)	$	422	$	59		Comprehensive income (loss)	$	419	$	335	$	841	$	395
Net income (loss), per common share:	Net income (loss), per common share:						Net income (loss), per common share:
Income (loss) from continuing operations, basic	Income (loss) from continuing operations, basic	$	0.97	$	0.28		Income (loss) from continuing operations, basic	$	0.97	$	0.77	$	1.95	$	1.05
Income (loss) from discontinued operations, basic	Income (loss) from discontinued operations, basic	—		(0.15)			Income (loss) from discontinued operations, basic	—		—		—		(0.14)
Net income (loss)—basic	Net income (loss)—basic	$	0.97	$	0.13		Net income (loss)—basic	$	0.97	$	0.77	$	1.95	$	0.91
Income (loss) from continuing operations, diluted	Income (loss) from continuing operations, diluted	$	0.97	$	0.28		Income (loss) from continuing operations, diluted	$	0.97	$	0.77	$	1.94	$	1.04
Income (loss) from discontinued operations, diluted	Income (loss) from discontinued operations, diluted	—		(0.15)			Income (loss) from discontinued operations, diluted	—		—		—		(0.14)
Net income (loss)—diluted	Net income (loss)—diluted	$	0.97	$	0.13		Net income (loss)—diluted	$	0.97	$	0.77	$	1.94	$	0.90
Weighted-average common shares outstanding:	Weighted-average common shares outstanding:						Weighted-average common shares outstanding:
Basic	Basic	433		432			Basic	433		432		433		432
Diluted	Diluted	434		433			Diluted	434		434		434		434

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

See notes to condensed consolidated financial statements.

CROWN CASTLE ~~INTERNATIONAL CORP.~~INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(In millions of dollars)


		Three Months Ended March 31,					Six Months Ended June 30,
		2022		2021			2022		2021
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Income (loss) from continuing operations	Income (loss) from continuing operations	$	421	$	121	Income (loss) from continuing operations	$	842	$	455
Adjustments to reconcile income (loss) from continuing operations to net cash provided by (used for) operating activities:	Adjustments to reconcile income (loss) from continuing operations to net cash provided by (used for) operating activities:					Adjustments to reconcile income (loss) from continuing operations to net cash provided by (used for) operating activities:
Depreciation, amortization and accretion	Depreciation, amortization and accretion	420		408		Depreciation, amortization and accretion	847		816
(Gains) losses on retirement of long-term obligations	(Gains) losses on retirement of long-term obligations	26		143		(Gains) losses on retirement of long-term obligations	26		144
Amortization of deferred financing costs and other non-cash interest, net	Amortization of deferred financing costs and other non-cash interest, net	4		3		Amortization of deferred financing costs and other non-cash interest, net	7		6
Stock-based compensation expense	Stock-based compensation expense	38		33		Stock-based compensation expense	83		67
Asset write-down charges	Asset write-down charges	14		3		Asset write-down charges	23		9
Deferred income tax (benefit) provision	Deferred income tax (benefit) provision	1		1		Deferred income tax (benefit) provision	1		3
Other non-cash adjustments, net	Other non-cash adjustments, net	1		10		Other non-cash adjustments, net	3		14
Changes in assets and liabilities, excluding the effects of acquisitions:	Changes in assets and liabilities, excluding the effects of acquisitions:					Changes in assets and liabilities, excluding the effects of acquisitions:
Increase (decrease) in accrued interest	Increase (decrease) in accrued interest	(65)		(92)		Increase (decrease) in accrued interest	(2)		(20)
Increase (decrease) in accounts payable	Increase (decrease) in accounts payable	(13)		(23)		Increase (decrease) in accounts payable	(8)		7
Increase (decrease) in other liabilities	Increase (decrease) in other liabilities	(196)		(31)		Increase (decrease) in other liabilities	(222)		(43)
Decrease (increase) in receivables	Decrease (increase) in receivables	40		18		Decrease (increase) in receivables	28		(3)
Decrease (increase) in other assets	Decrease (increase) in other assets	(133)		(10)		Decrease (increase) in other assets	(291)		(84)
Net cash provided by (used for) operating activities	Net cash provided by (used for) operating activities	558		584		Net cash provided by (used for) operating activities	1,337		1,371
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Capital expenditures	Capital expenditures	(281)		(302)		Capital expenditures	(584)		(609)
Payments for acquisitions, net of cash acquired	Payments for acquisitions, net of cash acquired	(3)		(4)		Payments for acquisitions, net of cash acquired	(15)		(15)
Other investing activities, net	Other investing activities, net	(5)		(5)		Other investing activities, net	(10)		8
Net cash provided by (used for) investing activities	Net cash provided by (used for) investing activities	(289)		(311)		Net cash provided by (used for) investing activities	(609)		(616)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Proceeds from issuance of long-term debt	Proceeds from issuance of long-term debt	748		3,237		Proceeds from issuance of long-term debt	748		3,985
Principal payments on debt and other long-term obligations	Principal payments on debt and other long-term obligations	(18)		(1,026)		Principal payments on debt and other long-term obligations	(36)		(1,038)
Purchases and redemptions of long-term debt	Purchases and redemptions of long-term debt	(1,274)		(1,789)		Purchases and redemptions of long-term debt	(1,274)		(1,789)
Borrowings under revolving credit facility	Borrowings under revolving credit facility	900		580		Borrowings under revolving credit facility	2,050		580
Payments under revolving credit facility	Payments under revolving credit facility	(665)		(290)		Payments under revolving credit facility	(1,565)		(870)
Net issuances (repayments) under commercial paper program	Net issuances (repayments) under commercial paper program	777		(245)		Net issuances (repayments) under commercial paper program	687		(210)
Payments for financing costs	Payments for financing costs	(8)		(29)		Payments for financing costs	(8)		(39)

Purchases of common stock	Purchases of common stock	(63)		(67)		Purchases of common stock	(63)		(68)
Dividends/distributions paid on common stock	Dividends/distributions paid on common stock	(650)		(588)		Dividends/distributions paid on common stock	(1,287)		(1,163)

Net cash provided by (used for) financing activities	Net cash provided by (used for) financing activities	(253)		(217)		Net cash provided by (used for) financing activities	(748)		(612)
Net increase (decrease) in cash, cash equivalents, and restricted cash	Net increase (decrease) in cash, cash equivalents, and restricted cash	16		56		Net increase (decrease) in cash, cash equivalents, and restricted cash	(20)		143

Effect of exchange rate changes	Effect of exchange rate changes	—		1		Effect of exchange rate changes	—		1
Cash, cash equivalents, and restricted cash at beginning of period	Cash, cash equivalents, and restricted cash at beginning of period	466		381		Cash, cash equivalents, and restricted cash at beginning of period	466		381
Cash, cash equivalents, and restricted cash at end of period	Cash, cash equivalents, and restricted cash at end of period	$	482	$	438	Cash, cash equivalents, and restricted cash at end of period	$	446	$	525

See notes to condensed consolidated financial statements.

CROWN CASTLE ~~INTERNATIONAL CORP.~~INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(Amounts in millions) (Unaudited)

Common Stock Accumulated Other Comprehensive Income (Loss) ("AOCI")
Shares ($0.01 Par) Additional
Paid-in
Capital Foreign Currency Translation Adjustments Dividends/Distributions in Excess of Earnings Total
Balance, December 31, 2021 432 $ 4 $ 18,011 $ (4) $ (9,753) $ 8,258
Stock-based compensation related activity, net of forfeitures 1 — 58 — — 58
Purchases and retirement of common stock — — (63) — — (63)
Other comprehensive income (loss)(a)
— — — 1 — 1
Common stock dividends/distributions(b)
— — — — (639) (639)
Net income (loss) — — — — 421 421
Balance, March 31, 2022 433 $ 4 $ 18,006 $ (3) $ (9,971) $ 8,036


	Common Stock			Accumulated Other Comprehensive Income (Loss) ("AOCI")
	Shares	($0.01 Par)		Additional Paid-in Capital		Foreign Currency Translation Adjustments		Dividends/Distributions in Excess of Earnings		Total
Balance, March 31, 2022	433	$	4	$	18,006	$	(3)	$	(9,971)	$	8,036
Stock-based compensation related activity, net of forfeitures	—	—		45		—		—		45
Purchases and retirement of common stock	—	—		(1)		—		—		(1)


Other comprehensive income (loss)(a)	—	—		—		(2)		—		(2)
Common stock dividends/distributions(b)	—	—		—		—		(638)		(638)

Net income (loss)	—	—		—		—		421		421
Balance, June 30, 2022	433	$	4	$	18,050	$	(5)	$	(10,188)	$	7,861


	Common Stock			Accumulated Other Comprehensive Income (Loss) ("AOCI")
	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	$	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	$	17,951	$	(2)	$	(9,240)	$	8,713

Common Stock AOCI
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 $ 17,933 $ (4) $ (8,472) $ 9,461
Stock-based compensation related activity, net of forfeitures 1 — 51 — — 51
Purchases and retirement of common stock — — (67) — — (67)
Other comprehensive income (loss)(a)
— — — 1 — 1
Common stock dividends/distributions(b)
— — — — (581) (581)
Net income (loss) — — — — 58 58
Balance, March 31, 2021 432 $ 4 $ 17,917 $ (3) $ (8,995) $ 8,923

(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 dividends declared per share.

See notes to condensed consolidated financial statements.

CROWN CASTLE ~~INTERNATIONAL CORP.~~INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(Amounts in millions) (Unaudited)


	Common Stock			AOCI
	Shares	($0.01 Par)		Additional paid-in capital		Foreign Currency Translation Adjustments		Dividends/Distributions in Excess of Earnings		Total
Balance, December 31, 2021	432	$	4	$	18,011	$	(4)	$	(9,753)	$	8,258
Stock-based compensation related activity, net of forfeitures	1	—		102		—		—		102
Purchases and retirement of common stock	—	—		(63)		—		—		(63)


Other comprehensive income (loss)(a)	—	—		—		(1)		—		(1)
Common stock dividends/distributions(b)	—	—		—		—		(1,277)		(1,277)

Net income (loss)	—	—		—		—		842		842
Balance, June 30, 2022	433	$	4	$	18,050	$	(5)	$	(10,188)	$	7,861


	Common Stock			AOCI
	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	$	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)(b)	—	—		—		2		—		2
Common stock dividends/distributions(b)	—	—		—		—		(1,161)		(1,161)


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

(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.

CROWN CASTLE INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited

(Tabular dollars in millions, except per share amounts)

1.General

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, 2021, and related notes thereto, included in the 2021 Form 10-K filed by Crown Castle Inc. ("CCI") (formerly, 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 the 2021 Form 10-K. References to the "Company" refer to ~~CCIC~~CCI 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 communications infrastructure that is geographically dispersed throughout the U.S., including (1) towers and other structures, such as rooftops (collectively, "towers"), and (2) fiber primarily supporting small cell networks ("small cells") and fiber solutions. The Company's towers, fiber and 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 communications infrastructure via long-term contracts in various forms, including lease, license, sublease and service agreements (collectively, "tenant contracts").

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

As part of the Company's effort to provide comprehensive communications infrastructure solutions, as an ancillary business, the Company also offers certain services primarily relating to its Towers segment, predominately consisting of (1) site development services primarily relating to existing or new tenant equipment installations, including: site acquisition, architectural and engineering, or zoning and permitting (collectively, "site development services") and (2) tenant equipment installation or subsequent 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 completed on April 1, 2020.~~T-Mobile. 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 condensed consolidated financial position of the Company at ~~March 31,~~June 30, 2022, the condensed consolidated results of operations for the three and six months ended ~~March 31,~~June 30, 2022 and 2021, and the condensed consolidated cash flows for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021. 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.Summary of Significant Accounting Policies

Recently Adopted Accounting Pronouncements

No accounting pronouncements adopted during the ~~three~~six months ended ~~March 31,~~June 30, 2022 had a material impact on the Company's condensed consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

No new accounting pronouncements issued but not yet adopted are expected to have a material impact on the Company's condensed consolidated financial statements.

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 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 its 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 ~~$105~~$111 million included in "Other current assets" and non-current amounts of ~~$1.7~~$1.8 billion included in "Deferred site rental receivables" as of ~~March 31,~~June 30, 2022. 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 Company's condensed consolidated balance 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 these 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 tenant. The revenue recognized is based on an allocation of 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 component and (2) the performance of the service. Amounts under the Company's tower installation service agreements that represent a 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 recognized as services and other revenues. Since performance obligations are typically satisfied prior to receiving payment from tenants, the unconditional right to payment is recorded within "Receivables, net" on the Company’s

condensed consolidated 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 January 1, 2022 and ~~March 31,~~June 30, 2022, $2.6 billion and $2.5 billion, respectively, of unrecognized revenue was reported in "Deferred revenues" and "Other long-term liabilities" on the Company's condensed consolidated balance sheet. During the ~~three~~six months ended ~~March 31,~~June 30, 2022, approximately ~~$190~~$350 million of the January 1, 2022 unrecognized revenue balance was recognized as revenue. During the ~~three~~six months ended ~~March 31,~~June 30, 2021, approximately ~~$170~~$315 million of the January 1, 2021 unrecognized revenue balance was recognized as revenue.

The following table is a summary of the non-cancelable contracted amounts owed to the Company by tenants pursuant to tenant contracts in effect as of ~~March 31,~~June 30, 2022.

Nine Months Ending December 31, Years Ending December 31,
2022 2023 2024 2025 2026 Thereafter Total
Contracted amounts(a)
$ 3,514 $ 4,591 $ 4,158 $ 3,854 $ 3,794 $ 22,404 $ 42,315


	Six Months Ending December 31,		Years Ending December 31,
	2022		2023		2024		2025		2026		Thereafter		Total
Contracted amounts(a)	$	2,390	$	4,691	$	4,253	$	3,935	$	3,871	$	22,617	$	41,757

(a)Based on the 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 duration of one year or less.

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

910

4.Debt and Other Obligations

See note 12 for a discussion of the July 2022 amendment to the Credit Agreement governing the Company's 2016 Credit Facility ("2022 Credit Agreement Amendment").

The table below sets forth the Company's debt and other obligations as of ~~March 31,~~June 30, 2022.


		Original Issue Date		Final Maturity Date(a)		Balance as of March 31, 2022			Balance as of December 31, 2021		Stated Interest Rate as of March 31, 2022(a)				Original Issue Date		Final Maturity Date(a)		Balance as of June 30, 2022			Balance as of December 31, 2021		Stated Interest Rate as of June 30, 2022(a)
3.849% Secured Notes	3.849% Secured Notes	Dec. 2012		Apr. 2023	(h)	$	—		$	998	N/A			3.849% Secured Notes	Dec. 2012		Apr. 2023	(h)	$	—		$	998	N/A
Secured Notes, Series 2009-1, Class A-2	Secured Notes, Series 2009-1, Class A-2	July 2009		Aug. 2029		52			53		9.0	%		Secured Notes, Series 2009-1, Class A-2	July 2009		Aug. 2029		50			53		9.0	%

Tower Revenue Notes, Series 2018-1	Tower Revenue Notes, Series 2018-1	July 2018		July 2043	(h)	—			249		N/A			Tower Revenue Notes, Series 2018-1	July 2018		July 2043	(h)	—			249		N/A
Tower Revenue Notes, Series 2015-2	Tower Revenue Notes, Series 2015-2	May 2015		May 2045	(b)	697			696		3.7	%		Tower Revenue Notes, Series 2015-2	May 2015		May 2045	(b)	697			696		3.7	%
Tower Revenue Notes, Series 2018-2	Tower Revenue Notes, Series 2018-2	July 2018		July 2048	(b)	744			744		4.2	%		Tower Revenue Notes, Series 2018-2	July 2018		July 2048	(b)	745			744		4.2	%
Finance leases and other obligations	Finance leases and other obligations	Various		Various	(c)	236			242		Various		(c)	Finance leases and other obligations	Various		Various	(c)	235			242		Various		(c)
Total secured debt	Total secured debt					$	1,729		$	2,982				Total secured debt					$	1,727		$	2,982
2016 Revolver	2016 Revolver	Jan. 2016		June 2026		$	900	(d)	$	665	1.5	%	(e)	2016 Revolver	Jan. 2016		June 2026		$	1,150	(d)	$	665	2.7	%	(e)
2016 Term Loan A	2016 Term Loan A	Jan. 2016		June 2026		1,214			1,222		1.5	%	(e)	2016 Term Loan A	Jan. 2016		June 2026		1,207			1,222		2.7	%	(e)
Commercial Paper Notes	Commercial Paper Notes	Various	(f)	Various	(f)	1,042		(f)	265		1.2	%		Commercial Paper Notes	Various	(f)	Various	(f)	952		(f)	265		2.4	%
3.150% Senior Notes	3.150% Senior Notes	Jan. 2018		July 2023		748			747		3.2	%		3.150% Senior Notes	Jan. 2018		July 2023		748			747		3.2	%
3.200% Senior Notes	3.200% Senior Notes	Aug. 2017		Sept. 2024		747			747		3.2	%		3.200% Senior Notes	Aug. 2017		Sept. 2024		747			747		3.2	%
1.350% Senior Notes	1.350% Senior Notes	June 2020		July 2025		496			496		1.4	%		1.350% Senior Notes	June 2020		July 2025		496			496		1.4	%
4.450% Senior Notes	4.450% Senior Notes	Feb. 2016		Feb. 2026		896			895		4.5	%		4.450% Senior Notes	Feb. 2016		Feb. 2026		896			895		4.5	%
3.700% Senior Notes	3.700% Senior Notes	May 2016		June 2026		746			746		3.7	%		3.700% Senior Notes	May 2016		June 2026		747			746		3.7	%
1.050% Senior Notes	1.050% Senior Notes	Feb. 2021		July 2026		991			990		1.1	%		1.050% Senior Notes	Feb. 2021		July 2026		991			990		1.1	%
4.000% Senior Notes	4.000% Senior Notes	Feb. 2017		Mar. 2027		497			496		4.0	%		4.000% Senior Notes	Feb. 2017		Mar. 2027		497			496		4.0	%
2.900% Senior Notes	2.900% Senior Notes	Mar. 2022		Mar. 2027	(g)	741			—		2.9	%		2.900% Senior Notes	Mar. 2022		Mar. 2027	(g)	741			—		2.9	%
3.650% Senior Notes	3.650% Senior Notes	Aug. 2017		Sept. 2027		995			995		3.7	%		3.650% Senior Notes	Aug. 2017		Sept. 2027		995			995		3.7	%
3.800% Senior Notes	3.800% Senior Notes	Jan. 2018		Feb. 2028		992			992		3.8	%		3.800% Senior Notes	Jan. 2018		Feb. 2028		993			992		3.8	%
4.300% Senior Notes	4.300% Senior Notes	Feb. 2019		Feb. 2029		594			593		4.3	%		4.300% Senior Notes	Feb. 2019		Feb. 2029		594			593		4.3	%
3.100% Senior Notes	3.100% Senior Notes	Aug. 2019		Nov. 2029		545			545		3.1	%		3.100% Senior Notes	Aug. 2019		Nov. 2029		545			545		3.1	%
3.300% Senior Notes	3.300% Senior Notes	Apr. 2020		July 2030		738			738		3.3	%		3.300% Senior Notes	Apr. 2020		July 2030		739			738		3.3	%
2.250% Senior Notes	2.250% Senior Notes	June 2020		Jan. 2031		1,089			1,089		2.3	%		2.250% Senior Notes	June 2020		Jan. 2031		1,090			1,089		2.3	%
2.100% Senior Notes	2.100% Senior Notes	Feb. 2021		Apr. 2031		988			988		2.1	%		2.100% Senior Notes	Feb. 2021		Apr. 2031		988			988		2.1	%
2.500% Senior Notes	2.500% Senior Notes	June 2021		July 2031		741			741		2.5	%		2.500% Senior Notes	June 2021		July 2031		741			741		2.5	%
2.900% Senior Notes	2.900% Senior Notes	Feb. 2021		Apr. 2041		1,233			1,233		2.9	%		2.900% Senior Notes	Feb. 2021		Apr. 2041		1,233			1,233		2.9	%
4.750% Senior Notes	4.750% Senior Notes	May 2017		May 2047		344			344		4.8	%		4.750% Senior Notes	May 2017		May 2047		344			344		4.8	%
5.200% Senior Notes	5.200% Senior Notes	Feb. 2019		Feb. 2049		395			395		5.2	%		5.200% Senior Notes	Feb. 2019		Feb. 2049		395			395		5.2	%
4.000% Senior Notes	4.000% Senior Notes	Aug. 2019		Nov. 2049		345			345		4.0	%		4.000% Senior Notes	Aug. 2019		Nov. 2049		346			345		4.0	%
4.150% Senior Notes	4.150% Senior Notes	Apr. 2020		July 2050		490			490		4.2	%		4.150% Senior Notes	Apr. 2020		July 2050		490			490		4.2	%
3.250% Senior Notes	3.250% Senior Notes	June 2020		Jan. 2051		890			890		3.3	%		3.250% Senior Notes	June 2020		Jan. 2051		890			890		3.3	%
Total unsecured debt	Total unsecured debt					$	19,397		$	17,647				Total unsecured debt					$	19,555		$	17,647
Total debt and other obligations	Total debt and other obligations					21,126			20,629					Total debt and other obligations					21,282			20,629
Less: current maturities and short-term debt and other current obligations	Less: current maturities and short-term debt and other current obligations					71			72					Less: current maturities and short-term debt and other current obligations					70			72
Non-current portion of long-term debt and other long-term obligations	Non-current portion of long-term debt and other long-term obligations					$	21,055		$	20,557				Non-current portion of long-term debt and other long-term obligations					$	21,212		$	20,557

(a)See the 2021 Form 10-K, including note 7 to the consolidated financial statements, 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, 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 ~~March 31,~~June 30, 2022, the Tower Revenue Notes, Series 2015-2 and Series 2018-2 have principal amounts of $700 million and $750 million, with anticipated repayment dates in 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 25 years.

(d)As of ~~March 31,~~June 30, 2022, the undrawn availability under the 2016 Revolver was ~~$4.1~~$3.8 billion.

(e)Both the 2016 Revolver and 2016 Term Loan A ~~bear~~bore interest, at the Company's 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 senior unsecured debt rating. The Company ~~pays~~paid a commitment fee ranging from 0.080% to 0.300%, based on the Company's senior unsecured debt rating, per annum on the undrawn available amount under the 2016 Revolver. See the 2021 Form 10-K, including note 7 to the consolidated financial statements, for information regarding ~~(1)~~ potential adjustments to such ~~percentages and (2) LIBOR transition provisions.~~percentages.

(f)In March 2022, the Company increased the size of its CP Program to permit the issuance of Commercial Paper Notes in an aggregate principal amount not to exceed $2.0 billion at any time outstanding. Notes under the CP Program may be issued, repaid and re-issued from time to time. The net proceeds of the Commercial Paper Notes are expected to be used for general corporate purposes. The maturities of the Commercial Paper Notes, when outstanding, may vary but may not exceed 397 days from the date of 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 ~~March 31,~~June 30, 2022, the Company had net issuances of ~~$1.0 billion~~$952 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.

(g)In March 2022, the Company issued $750 million aggregate principal amount of 2.900% senior unsecured notes due 2027 ("March 2022 Senior Notes"). The Company used the net proceeds from the March 2022 Senior Notes offering to repay a portion of the outstanding indebtedness under its CP Program and pay related fees and expenses.

(h)In March 2022, the Company (1) prepaid in full the previously outstanding Tower Revenue Notes, Series 2018-1 and (2) redeemed in full the previously outstanding 3.849% Secured Notes.

Scheduled Principal Payments and Final Maturities

The following are the scheduled principal payments and final maturities of the total debt and other long-term obligations of the Company outstanding as of ~~March 31,~~June 30, 2022, which do not consider the principal payments that will commence following the anticipated repayment dates on the Tower Revenue Notes.

Nine Months Ending
December 31, Years Ending December 31, Total Cash Obligations Unamortized Adjustments, Net Total Debt and Other Obligations Outstanding
2022 2023 2024 2025 2026 Thereafter
Scheduled principal payments and
final maturities
$ 1,098 (a) $ 841 $ 844 $ 637 $ 1,894 $ 15,981 $ 21,295 $ (169) $ 21,126


	Six Months Ending December 31,			Years Ending December 31,												Total Cash Obligations		Unamortized Adjustments, Net		Total Debt and Other Obligations Outstanding
	2022			2023		2024		2025		2026			Thereafter
Scheduled principal payments and final maturities	$	992	(a)	$	841	$	844	$	638	$	4,795	(b)(c)	$	13,335	(b)	$	21,445	$	(163)	$	21,282

(a)Predominately consists of outstanding indebtedness under the CP ~~Program. Such~~Program (as discussed in footnote (f) above).

(b)Certain previously-reported amounts ~~may be issued, repaid or re-issued from time~~within the 2026 and Thereafter columns have been adjusted. There was no impact to ~~time.~~the amount shown in the previously-reported Total Cash Obligations column.

(c)Inclusive of outstanding borrowings under the 2016 Credit Facility as of June 30, 2022. See note 12 for a discussion of the 2022 Credit Agreement Amendment.

Purchases and Redemptions of Long-Term Debt

The following is a summary of purchases and redemptions of long-term debt during the ~~three~~six months ended ~~March 31,~~June 30, 2022.


	Principal Amount		Cash Paid(a)		Gains (Losses)(b)
Tower Revenue Notes, Series 2018-1	$	250	$	252	$	(3)
3.849% Secured Notes	1,000		1,022		(23)
Total	$	1,250	$	1,274	$	(26)

(a)Exclusive of accrued interest.

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

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 March 31,				Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021				2022		2021		2022		2021
Interest expense on debt obligations	Interest expense on debt obligations	$	160	$	167		Interest expense on debt obligations	$	161	$	157	$	322	$	324
Amortization of deferred financing costs and adjustments on long-term debt	Amortization of deferred financing costs and adjustments on long-term debt	7		6			Amortization of deferred financing costs and adjustments on long-term debt	7		7		13		13
Capitalized interest	Capitalized interest	(3)		(3)			Capitalized interest	(3)		(3)		(6)		(7)
Total	Total	$	164	$	170		Total	$	165	$	161	$	329	$	330

1112

5.Fair Value Disclosures


		Level in Fair Value Hierarchy		March 31, 2022						December 31, 2021						Level in Fair Value Hierarchy			June 30, 2022						December 31, 2021
			Carrying Amount			Fair Value			Carrying Amount			Fair Value						Carrying Amount			Fair Value			Carrying Amount			Fair Value
Assets:	Assets:																Assets:
Cash and cash equivalents	Cash and cash equivalents	1		$	312		$	312		$	292		$	292	Cash and cash equivalents	1			$	281		$	281		$	292		$	292
Restricted cash, current and non-current	Restricted cash, current and non-current	1		170			170			174			174		Restricted cash, current and non-current	1			165			165			174			174

Liabilities:	Liabilities:														Liabilities:
Total debt and other obligations	Total debt and other obligations	2		21,126			20,472			20,629			21,588		Total debt and other obligations	2			21,282			19,442			20,629			21,588

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. Since December 31, 2021, there have been no changes in the Company's valuation techniques used to measure fair values.

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) taxes on any undistributed income, (2) taxes related to the TRSs, (3) franchise taxes, (4) property taxes, and (5) transfer taxes. In addition, the Company could under 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, to maintain qualification for taxation as a REIT.

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) 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 ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, 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.

7.Per Share Information

Basic net income (loss), per common share, excludes dilution and is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. For the three and six months ended ~~March 31,~~June 30, 2022 and 2021, diluted net income (loss), per common share, is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period, plus any potential dilutive common share equivalents, including shares issuable upon the vesting of restricted stock units as determined under the treasury stock method.

1213


		Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021				2022		2021		2022		2021

Income (loss) from continuing operations for basic and diluted computations	Income (loss) from continuing operations for basic and diluted computations	$	421	$	121		Income (loss) from continuing operations for basic and diluted computations	$	421	$	333	$	842	$	455

Income (loss) from discontinued operations, net of tax	Income (loss) from discontinued operations, net of tax	—		(63)			Income (loss) from discontinued operations, net of tax	—		1		$	—	$	(62)
Net income (loss)	Net income (loss)	$	421	$	58		Net income (loss)	$	421	$	334	$	842	$	393

Weighted-average number of common shares outstanding (in millions):	Weighted-average number of common shares outstanding (in millions):						Weighted-average number of common shares outstanding (in millions):
Basic weighted-average number of common stock outstanding	Basic weighted-average number of common stock outstanding	433		432			Basic weighted-average number of common stock outstanding	433		432		433		432
Effect of assumed dilution from potential issuance of common shares relating to restricted stock units	Effect of assumed dilution from potential issuance of common shares relating to restricted stock units	1		1			Effect of assumed dilution from potential issuance of common shares relating to restricted stock units	1		2		1		2
Diluted weighted-average number of common shares outstanding	Diluted weighted-average number of common shares outstanding	434		433			Diluted weighted-average number of common shares outstanding	434		434		434		434

Net income (loss), per common share:	Net income (loss), per common share:						Net income (loss), per common share:
Income (loss) from continuing operations, basic	Income (loss) from continuing operations, basic	$	0.97	$	0.28		Income (loss) from continuing operations, basic	$	0.97	$	0.77	$	1.95	$	1.05
Income (loss) from discontinued operations, basic	Income (loss) from discontinued operations, basic	—		(0.15)			Income (loss) from discontinued operations, basic	—		—		—		(0.14)
Net income (loss)—basic	Net income (loss)—basic	$	0.97	$	0.13		Net income (loss)—basic	$	0.97	$	0.77	$	1.95	$	0.91
Income (loss) from continuing operations, diluted	Income (loss) from continuing operations, diluted	$	0.97	$	0.28		Income (loss) from continuing operations, diluted	$	0.97	$	0.77	$	1.94	$	1.04
Income (loss) from discontinued operations, diluted	Income (loss) from discontinued operations, diluted	—		(0.15)			Income (loss) from discontinued operations, diluted	—		—		—		(0.14)
Net income (loss)—diluted	Net income (loss)—diluted	$	0.97	$	0.13		Net income (loss)—diluted	$	0.97	$	0.77	$	1.94	$	0.90

Dividends/distributions declared per share of common stock	Dividends/distributions declared per share of common stock	$	1.47	$	1.33		Dividends/distributions declared per share of common stock	$	1.47	$	1.33	$	2.94	$	2.66

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, the Company granted 1000000 restricted stock units to the Company's executives and certain other ~~employees pursuant to its 2013 Long-Term Incentive Plan.~~employees.

8.Commitments and Contingencies

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 authorized the NYSDOT to charge a fee of up to fair market value for such use and occupancy. The Company 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 deployed fiber lines. In April 2022, the State repealed the legislation that authorized the fees. The repeal does not give rise to any right to receive a refund of previously paid fees.

Other Matters

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's option to purchase approximately 53% of its towers at the end of their respective lease terms. The Company has no obligation to exercise such purchase options.

9.Equity

Declaration and Payment of Dividends

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, the following dividends/distributions were declared or paid:

Equity Type

Declaration Date

Record Date

Payment Date

Dividends Per Share

Aggregate

Payment

Amount(a)

Equity Type

Declaration Date

Record Date

Payment Date

Dividends Per Share

Aggregate

Payment

Amount(a)

Common Stock

February 8, 2022

March 15, 2022

March 31, 2022

1.47

639

Common Stock

February 8, 2022

March 15, 2022

March 31, 2022

1.47

639

Common Stock

May 9, 2022

June 15, 2022

June 30, 2022

1.47

638

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

Purchases of the Company's Common Stock

For the ~~three~~six months ended ~~March 31,~~June 30, 2022, the Company purchased 0.4 million shares of its common stock utilizing $63 million in cash. The shares of common stock purchased relate to shares withheld in connection with the payment of withholding taxes upon vesting of restricted stock units.

2021 "At-the-Market" Stock Offering Program

In March 2021, the Company established an "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 $750 million ("2021 ATM Program"). Sales under the 2021 ATM Program may be made by means of ordinary brokers' transactions on the 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, 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 or (2) the repayment or repurchase of any outstanding indebtedness. The Company has not sold any shares of common stock under the 2021 ATM Program.

10.Operating Segments

The Company's operating segments consist of (1) Towers and (2) Fiber. The Towers segment provides access, including space or capacity, to the Company's more than 40,000 towers geographically dispersed throughout the U.S. The Towers segment also reflects certain ancillary services relating to the Company's towers, predominately consisting of site development services and installation services. The Fiber segment provides access, including space or capacity, to the Company's ~~more than 80,000~~approximately 85,000 route miles of fiber primarily supporting small cell networks and fiber 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 performance of its operating segments are (1) segment site rental gross margin, (2) segment 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 costs of operations, excluding stock-based compensation expense and amortization of prepaid lease purchase price adjustments recorded in consolidated site rental costs of operations. The Company defines segment services and other gross margin as segment services and other revenues less segment services and other costs of operations, excluding stock-based compensation expense recorded in consolidated services and other costs of operations. The Company defines segment operating profit as segment site rental gross margin plus segment 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 ~~March 31,~~June 30, 2022 and 2021. Costs that are directly attributable to Towers and 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 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, interest income, other income (expense), 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.

1415


		Three Months Ended March 31, 2022								Three Months Ended March 31, 2021									Three Months Ended June 30, 2022								Three Months Ended June 30, 2021
		Towers		Fiber		Other		Consolidated Total		Towers		Fiber		Other		Consolidated Total			Towers		Fiber		Other		Consolidated Total		Towers		Fiber		Other		Consolidated Total
Segment site rental revenues	Segment site rental revenues	$	1,075	$	501			$	1,576	$	895	$	474			$	1,369	Segment site rental revenues	$	1,078	$	489			$	1,567	$	952	$	473			$	1,425
Segment services and other revenues	Segment services and other revenues	163		3				166		111		5				116		Segment services and other revenues	164		3				167		154		4				158
Segment revenues	Segment revenues	1,238		504				1,742		1,006		479				1,485		Segment revenues	1,242		492				1,734		1,106		477				1,583
Segment site rental costs of operations	Segment site rental costs of operations	225		162				387		212		161				373		Segment site rental costs of operations	232		162				394		221		161				382
Segment services and other costs of operations	Segment services and other costs of operations	109		2				111		76		3				79		Segment services and other costs of operations	107		2				109		100		3				103
Segment costs of operations(a)(b)	Segment costs of operations(a)(b)	334		164				498		288		164				452		Segment costs of operations(a)(b)	339		164				503		321		164				485
Segment site rental gross margin	Segment site rental gross margin	850		339				1,189		683		313				996		Segment site rental gross margin	846		327				1,173		731		312				1,043
Segment services and other gross margin	Segment services and other gross margin	54		1				55		35		2				37		Segment services and other gross margin	57		1				58		54		1				55
Segment selling, general and administrative expenses(b)	Segment selling, general and administrative expenses(b)	28		47				75		25		45				70		Segment selling, general and administrative expenses(b)	28		46				74		26		44				70
Segment operating profit (loss)	Segment operating profit (loss)	876		293				1,169		693		270				963		Segment operating profit (loss)	875		282				1,157		759		269				1,028
Other selling, general and administrative expenses	Other selling, general and administrative expenses					$	74	74						$	66	66		Other selling, general and administrative expenses					$	79	79						$	70	70
Stock-based compensation expense	Stock-based compensation expense					39		39						33		33		Stock-based compensation expense					44		44						34		34
Depreciation, amortization and accretion	Depreciation, amortization and accretion					420		420						408		408		Depreciation, amortization and accretion					427		427						408		408
Interest expense and amortization of deferred financing costs	Interest expense and amortization of deferred financing costs					164		164						170		170		Interest expense and amortization of deferred financing costs					165		165						161		161
Other (income) expenses to reconcile to income (loss) before income taxes(c)	Other (income) expenses to reconcile to income (loss) before income taxes(c)					45		45						158		158		Other (income) expenses to reconcile to income (loss) before income taxes(c)					16		16						16		16
Income (loss) before income taxes	Income (loss) before income taxes							$	427							$	128	Income (loss) before income taxes							$	426							$	339
Capital expenditures	Capital expenditures	$	47	$	222	$	12	$	281	$	51	$	237	$	14	$	302	Capital expenditures	$	45	$	247	$	11	$	303	$	63	$	235	$	10	$	308
Total assets (at period end)	Total assets (at period end)	$	22,330	$	15,839	$	882	$	39,051	$	22,080	$	15,771	$	901	$	38,752	Total assets (at period end)	$	22,286	$	15,859	$	868	$	39,013	$	22,207	$	15,771	$	995	$	38,973

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

(b)Segment ~~cost~~costs of operations excludes (1) stock-based compensation of $7 million and $5 million for the three months ended ~~March 31,~~June 30, 2022 and 2021, respectively and (2) prepaid lease purchase price adjustments of $4 million ~~and $5 million~~ for each of the three months ended ~~March 31,~~June 30, 2022 and ~~2021, respectively.~~2021. Selling, general and administrative expenses exclude stock-based compensation expense of ~~$32~~$37 million and ~~$28~~$29 million for the three months ended ~~March 31,~~June 30, 2022 and 2021, respectively.

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

1516


	Six Months Ended June 30, 2022								Six Months Ended June 30, 2021
	Towers		Fiber		Other		Consolidated Total		Towers		Fiber		Other		Consolidated Total
Segment site rental revenues	$	2,153	$	990			$	3,143	$	1,847	$	947			$	2,794
Segment services and other revenues	327		6				333		265		9				274
Segment revenues	2,480		996				3,476		2,112		956				3,068
Segment site rental costs of operations	458		323				781		433		322				755
Segment services and other costs of operations	216		4				220		175		6				181
Segment costs of operations(a)(b)	674		327				1,001		608		328				936
Segment site rental gross margin	1,695		667				2,362		1,414		625				2,039
Segment services and other gross margin	111		2				113		90		3				93
Segment selling, general and administrative expenses(b)	56		93				149		51		89				140
Segment operating profit (loss)	1,750		576				2,326		1,453		539				1,992
Other selling, general and administrative expenses					$	153	153						$	136	136
Stock-based compensation expense					83		83						68		68
Depreciation, amortization and accretion					847		847						816		816
Interest expense and amortization of deferred financing costs					329		329						330		330
Other (income) expenses to reconcile to income (loss) before income taxes(c)					61		61						174		174
Income (loss) before income taxes							$	853							$	468
Capital expenditures	$	92	$	469	$	23	$	584	$	114	$	472	$	23	$	609

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

(b)Segment costs of operations excludes (1) stock-based compensation expense of $14 million and $11 million for the six months ended June 30, 2022 and 2021, respectively, and (2) prepaid lease purchase price adjustments of $8 million and $9 million for the six months ended June 30, 2022 and 2021, respectively. Selling, general and administrative expenses exclude stock-based compensation expense of $69 million and $57 million for the six months ended June 30, 2022 and 2021, respectively.

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

11.Supplemental Cash Flow Information

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


		Three Months Ended March 31,					Six Months Ended June 30,
		2022		2021			2022		2021
Supplemental disclosure of cash flow information:	Supplemental disclosure of cash flow information:					Supplemental disclosure of cash flow information:
Cash payments related to operating lease liabilities(a)	Cash payments related to operating lease liabilities(a)	$	139	$	137	Cash payments related to operating lease liabilities(a)	$	278	$	274
Interest paid	Interest paid	225		259		Interest paid	324		344
Income taxes paid	Income taxes paid	—		—		Income taxes paid	9		13
Supplemental disclosure of non-cash operating, investing and financing activities:	Supplemental disclosure of non-cash operating, investing and financing activities:					Supplemental disclosure of non-cash operating, investing and financing activities:
New ROU assets obtained in exchange for operating lease liabilities	New ROU assets obtained in exchange for operating lease liabilities	140		132		New ROU assets obtained in exchange for operating lease liabilities	155		324
Increase (decrease) in accounts payable for purchases of property and equipment	Increase (decrease) in accounts payable for purchases of property and equipment	(8)		(18)		Increase (decrease) in accounts payable for purchases of property and equipment	(7)		(16)
Purchase of property and equipment under finance leases and installment purchases	Purchase of property and equipment under finance leases and installment purchases	1		4		Purchase of property and equipment under finance leases and installment purchases	10		23

(a)Excludes the Company's contingent payments pursuant to operating leases, which are recorded as expense in the period such contingencies are resolved.

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.


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
Cash and cash equivalents	Cash and cash equivalents	$	312	$	292	Cash and cash equivalents	$	281	$	292
Restricted cash, current	Restricted cash, current	165		169		Restricted cash, current	160		169
Restricted cash reported within other assets, net	Restricted cash reported within other assets, net	5		5		Restricted cash reported within other assets, net	5		5
Cash, cash equivalents and restricted cash	Cash, cash equivalents and restricted cash	$	482	$	466	Cash, cash equivalents and restricted cash	$	446	$	466

12.Subsequent Events

Credit Agreement Amendment

In July 2022, the Company entered into the 2022 Credit Agreement Amendment that provided for, among other things, (1) the extension of the maturity date of the 2016 Credit Facility from June 2026 to July 2027, (2) an increase to the aggregate commitments under the 2016 Revolver from $5.0 billion to $7.0 billion, (3) certain modifications to a specified sustainability metric and (4) the replacement of the LIBOR pricing benchmark with a Term SOFR pricing benchmark.

Common Stock Dividend

On July 25, 2022, the Company's board of directors declared a quarterly cash dividend of $1.47 per common share. The quarterly dividend will be payable on September 30, 2022 to common stockholders of record as of September 15, 2022.

1618

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 the 2021 Form 10-K.

General Overview

Overview

We own, operate and lease shared communications infrastructure that is geographically dispersed throughout the U.S., including (1) more than ~~(1)~~ 40,000 towers and (2) ~~80,000~~approximately 85,000 route miles of fiber primarily supporting small cells and fiber solutions.

Our towers have a significant presence in the top 100 basic trading areas ("BTAs"), and the majority of our small cells and fiber are located in major metropolitan areas. Site rental revenues represented 90% of our ~~first~~second quarter 2022 consolidated net revenues. Our Towers segment and Fiber segment accounted for ~~68%~~69% and ~~32%~~31%, respectively, of our ~~first~~second quarter 2022 site rental revenues. Within our Fiber segment, ~~69%~~68% and ~~31%~~32% of our ~~first~~second quarter 2022 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 are of a recurring nature and are derived from long-term tenant contracts with our tenants.

Strategy

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 communications infrastructure, (2) returning a meaningful portion of our cash 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 results. The key elements of our strategy are to:

•Grow cash flows from our existing communications infrastructure. We are focused on maximizing the recurring site rental cash flows generated from providing our tenants with long-term access to our shared infrastructure 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 tenants to expand coverage and capacity in order to meet increasing demand for 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 wireless tenants' growing network needs through our shared communications infrastructure model, which is an efficient and cost-effective way to serve our tenants. Additionally, we believe our ability to share our fiber assets across multiple tenants to deploy both small cells and offer fiber solutions allows us to generate cash flows and increase stockholder return.

•Return cash generated by operating activities to common stockholders in the form of dividends. We believe that distributing a meaningful portion of our cash generated by operating activities appropriately provides common stockholders with increased certainty for a portion of expected long-term stockholder value while still 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. In addition to adding tenants to existing communications infrastructure, we seek to invest our available capital, including the net cash 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);

◦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 there will be considerable future demand for our communications infrastructure based on the location of our assets and the rapid growth in the demand for data. We believe that such demand for our communications infrastructure will continue, will result in growth of our cash flows due to tenant additions on our existing communications infrastructure, and will create other growth opportunities for us, such as demand for 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

•We operate as a REIT for U.S. federal income tax 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 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 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 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 communications infrastructure can accommodate additional tenancy, either as currently constructed or with appropriate modifications.

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

◦Discretionary capital expenditures of ~~$260~~$542 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, 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 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.

•On January 6, 2022, we entered into a 12-year agreement with T-Mobile ("T-Mobile ~~Agreement)~~Agreement"), which includes contracted new tower leasing activity and a base escalator that is consistent with historical levels for our Towers segment. The T-Mobile Agreement also includes a contractual commitment by T-Mobile for 35,000 new small cell nodes, including specific commitments in each of the next five years.

◦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).

1820

◦Weighted-average remaining term of approximately ~~five~~seven years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $42 billion of expected future cash inflows.

•Majority of our revenues from large wireless carriers

◦Approximately three-fourths of our site rental revenues were derived from T-Mobile, AT&T and Verizon Wireless for the ~~three~~six months ended ~~March 31,~~June 30, 2022.

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

◦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 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 note 4 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 ~~March 31,~~June 30, 2022, after giving effect to the change to the pricing benchmark from LIBOR to Term SOFR and the extension of maturity date contemplated in the 2022 Credit Agreement Amendment, our outstanding debt had a weighted-average interest rate of ~~3.0%~~3.2% and weighted-average maturity of approximately nine years (assuming anticipated repayment dates on our outstanding Tower Revenue Notes).

◦85% of our debt has fixed rate coupons.

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

•During 2022, we completed the following financing activities (see ~~note~~notes 4 and 12 to our condensed consolidated financial statements)

◦In March 2022, we increased the size of our CP Program to permit the issuance of Commercial Paper Notes in an aggregate principal amount not to exceed $2.0 billion at any time outstanding. Notes under the CP Program may be issued, repaid and re-issued from time to time.

◦In March 2022, we issued $750 million aggregate principal amount of 2.900% senior unsecured notes due 2027 ("March 2022 Senior Notes"). We used the net proceeds from the March 2022 Senior Notes offering to repay a portion of the outstanding indebtedness under our CP Program and pay related fees and expenses.

◦In March 2022, we (1) prepaid in full the previously outstanding Tower Revenue Notes, Series 2018-1 and (2) redeemed in full the previously outstanding 3.849% Secured Notes.

◦In July 2022, we entered into the 2022 Credit Agreement Amendment that provided for, among other things, (1) the extension of the maturity date of the 2016 Credit Facility from June 2026 to July 2027, (2) an increase to the aggregate commitments under the 2016 Revolver from $5.0 billion to $7.0 billion, (3) certain modifications to a specified sustainability metric and (4) the replacement of the LIBOR pricing benchmark with the Term SOFR pricing benchmark.

•Significant cash flows from operations

◦Net cash provided by operating activities was ~~$558 million~~$1.3 billion for the ~~three~~six months ended ~~March 31,~~June 30, 2022.

◦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 ~~quarter~~two quarters of 2022, we paid a common stock dividend of $1.47 per share, totaling approximately ~~$650 million.~~$1.3 billion.

◦We currently expect our common stock dividends over the next 12 months to be a cumulative amount of at least $5.88 per share, or an aggregate amount of approximately $2.5 billion.

◦Over time, we expect to increase our dividend per share generally commensurate with our growth in cash flows. Any future common stock dividends are subject to declaration by our board of directors. See note 9 to our condensed consolidated financial statements for further information regarding our common stock and dividends.

Outlook Highlights

The following are certain highlights of our full year 2022 outlook that impact our business fundamentals described above.

•We expect that, when compared to full year 2021, our full year 2022 site rental ~~revenue~~revenues will be positively impacted by tenant additions, as large wireless carriers and fiber solutions tenants continue to focus on meeting the increasing demand for data.

•We expect to continue to invest a meaningful amount of our available capital in the form of discretionary capital expenditures for 2022 based on the anticipated returns on such discretionary investments.

•We also expect sustaining capital expenditures to ~~remain~~be approximately 2%1% of net revenues for full year ~~2022, consistent with historical annual levels.~~2022.

•We expect the T-Mobile Agreement to result in at least $250 million of additional straight-lined revenues for the year ended December 31, 2022. See the 2021 Form 10-K for further discussion of the T-Mobile Agreement, including a discussion of the future expected impact from the T-Mobile and Sprint network consolidation contemplated in the T-Mobile Agreement.

~~COVID-19~~

We do not believe that COVID-19 had a material impact on our financial position, results of operations and cash flows during the three months ended March 31, 2022. 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"~~ ~~and "Item 1A. Risk Factors"~~ ~~of the 2021 Form 10-K.~~

We have reopened our offices during the first quarter of 2022. We will continue to actively monitor health and safety concerns relating to COVID-19 and may take further actions as may be required by governmental authorities or advised by public health officials or that we determine are in the best interests of our employees, tenants, business partners and stockholders.

Results of Operations

The following discussion of our results of operations should be read in conjunction with our condensed consolidated financial statements and the 2021 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 the 2021 Form 10-K). 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 services and other gross margin, (3) segment operating profit, including their respective definitions, and (4) Adjusted EBITDA, including its definition, and a reconciliation to income (loss) from continuing operations.

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 our results of operations for the three months ended ~~March 31,~~June 30, 2022 and 2021 are depicted below.

(In millions of dollars)

Three Months Ended March 31,

(In millions of dollars)

Three Months Ended June 30,

2022

2021

$ Change

% Change

2022

2021

$ Change

% Change

Site rental revenues:

Towers site rental revenues

$1,075

$895

+$180

+20%

Towers site rental revenues

$1,078

$952

+$126

+13%

Fiber site rental revenues

$501

$474

+$27

+6%

Fiber site rental revenues

$489

$473

+$16

+3%

Total site rental revenues

$1,576

$1,369

+$207

+15%

Total site rental revenues

$1,567

$1,425

+$142

+10%

Segment site rental gross margin:

Towers site rental gross margin(a)

$850

$683

+$167

+24%

Towers site rental gross margin(a)

$846

$731

+$115

+16%

Fiber site rental gross margin(a)

$339

$313

+$26

+8%

Fiber site rental gross margin(a)

$327

$312

+$15

+5%

Segment services and other gross margin:

Towers services and other gross margin(a)

$54

$35

+$19

+54%

Towers services and other gross margin(a)

$57

$54

+$3

+6%

Fiber services and other gross margin(a)

$(1)

(50)%

Fiber services and other gross margin(a)

—

Segment operating profit:

Towers operating profit(a)

$876

$693

+$183

+26%

Towers operating profit(a)

$875

$759

+$116

+15%

Fiber operating profit(a)

$293

$270

+$23

+9%

Fiber operating profit(a)

$282

$269

+$13

+5%

Income (loss) from continuing operations

$421

$121

+$300

+248%

Income (loss) from continuing operations

$421

$333

+$88

+26%

Net income (loss)

$421

$58

+$363

+626%

Net income (loss)

$421

$334

+$87

+26%

Adjusted EBITDA(b)

$1,095

$897

+$198

+22%

Adjusted EBITDA(b)

$1,078

$958

+$120

+13%

(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 income (loss) from continuing operations and definition included in "Item 2. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures."

Site rental revenues grew $142 million, or 10%, for the three months ended June 30, 2022 compared to the three months ended June 30, 2021. This growth was predominately comprised of the factors depicted in the chart below:

(In millions of dollars)

(a)Represents site rental revenues growth from tenant additions across our entire portfolio and renewals or extensions of tenant contracts, exclusive of the impacts from both straight-line accounting and amortization of prepaid rent in accordance with GAAP.

(b)Prepaid rent amortization includes amortization of up-front payments received from long-term tenant contracts and other deferred credits.

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

Towers site rental revenues for the second quarter of 2022 were $1.1 billion and increased by $126 million, or 13%, from $952 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 (including the impact of the T-Mobile Agreement): tenant additions across our entire portfolio, renewals or extensions of tenant contracts, escalations and non-renewals of tenants contracts. Tenant additions were influenced by our tenants' ongoing efforts to improve network quality and capacity.

Fiber site rental revenues for the second quarter of 2022 were $489 million and increased by $16 million, or 3%, from $473 million during the same period in the prior year. The increase in Fiber site rental revenues was predominately impacted by the increased demand for small cells and fiber solutions. Increased demand for small cells was driven by our tenants' network strategy in an effort to provide capacity and relieve network 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 2021 to the second quarter of 2022 was related to the previously-mentioned 13% increase in Towers site rental revenues and relatively fixed costs to operate our towers. The increase in Fiber site rental gross margin was predominately related to the previously-mentioned 3% increase in Fiber site rental revenues.

Towers services and other gross margin was $57 million for the second quarter of 2022 and increased by $3 million from $54 million during the same period in the prior year, which is a reflection of the volume of activity from carriers' network enhancements and the volume and mix of services and other work. Our services and other offerings are of a variable nature as these revenues are not under long-term contracts.

Selling, general and administrative expenses for the second quarter of 2022 were $190 million and increased by $21 million, or 12%, from $169 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 business.

Towers operating profit for the second quarter of 2022 increased by $116 million, or 15%, from the same period in the prior year. The increase in Towers operating profit was primarily related to the growth in our Towers site rental revenues and relatively fixed costs to operate our towers as well as the previously-mentioned increase in Towers services and other gross margin.

Fiber operating profit increased by $13 million, or 5% for the second quarter of 2022 from the same period in the prior year. The increase in Fiber operating profit was primarily related to the previously-mentioned growth in our Fiber site rental revenues.

Depreciation, amortization and accretion was approximately $427 million for second quarter of 2022 and increased by $19 million, or 5% 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.

Interest expense and amortization of deferred financing costs were $165 million for the second quarter of 2022 and increased by $4 million, or 2%, from $161 million during the same period in the prior year. The increase predominately resulted from an increase in the variable interest rate on our 2016 Term Loan A and 2016 Revolver, as well as an increase in our outstanding indebtedness due to the financing of our discretionary capital expenditures. See note 4 to our condensed consolidated financial statements and "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt.

For the second quarter of 2022 and 2021, 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 9 to our consolidated financial statements in the 2021 Form 10-K.

Income from continuing operations was $421 million during the second quarter of 2022 compared to $333 million during the second quarter of 2021. The increase was predominately related to growth in our site rental activities in both our Towers and Fiber segments, partially offset by an increase in expenses, including (1) selling, general and administrative expenses and (2) depreciation, amortization and accretion.

Net income was $421 million during the second quarter of 2022 compared to $334 million during the second quarter of 2021. The increase was due to the previously-mentioned increase in income from continuing operations.

Adjusted EBITDA increased $120 million, or 13%, from the second quarter of 2021 to the second quarter of 2022, reflecting the growth in our site rental activities in both our Towers and Fiber segments.

Highlights of our results of operations for the six months ended June 30, 2022 and 2021 are depicted below.


(In millions of dollars)	Six Months Ended June 30,
	2022	2021	$ Change	% Change
Site rental revenues:
Towers site rental revenues	$2,153	$1,847	+$306	+17%
Fiber site rental revenues	$990	$947	+$43	+5%
Total site rental revenues	$3,143	$2,794	+$349	+12%
Segment site rental gross margin:
Towers site rental gross margin(a)	$1,695	$1,414	+$281	+20%
Fiber site rental gross margin(a)	$667	$625	+$42	+7%
Segment services and other gross margin:
Towers services and other gross margin(a)	$111	$90	+$21	+23%
Fiber services and other gross margin(a)	$2	$3	$(1)	(33)%
Segment operating profit:
Towers operating profit(a)	$1,750	$1,453	+$297	+20
Fiber operating profit(a)	$576	$539	+$37	+7%
Income from continuing operations	$842	$455	+$387	+85%


Net income (loss)	$842	$393	+$449	+114%
Adjusted EBITDA(b)	$2,173	$1,856	+$317	+17%

(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.

Site rental revenues grew ~~$207~~$349 million, or ~~15%~~12%, for the ~~three~~six months ended ~~March 31,~~June 30, 2022 compared to the ~~three~~six months ended ~~March 31,~~June 30, 2021. This growth was predominately comprised of the factors depicted in the chart below:

(In millions of dollars)

(b)Prepaid rent amortization includes amortization of up-front payments received from long-term tenant contracts and other deferred credits.

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

Towers site rental revenues for the first ~~quarter~~six months of 2022 were ~~$1.1~~$2.2 billion and increased by ~~$180~~$306 million, or ~~20%~~17%, from ~~$895 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 (including the impact of the T-Mobile Agreement): tenant additions across our entire portfolio, renewals or extensions of tenant contracts, escalations and non-renewals of ~~tenants~~tenant contracts. Tenant additions were influenced by our tenants' ongoing efforts to improve network quality and capacity.

Fiber site rental revenues for the first ~~quarter~~six months of 2022 were ~~$501~~$990 million and increased by ~~$27~~$43 million, or 6%5%, from ~~$474~~$947 million during the same period in the prior year. The increase in Fiber site rental revenues was predominately impacted by the increased demand for small cells and fiber solutions. Increased demand for small cells was driven by our tenants' network strategy in an effort to provide capacity and relieve network congestion, and increased demand for fiber solutions was driven by increasing demand for data.

The increase in Towers site rental gross margin ~~from the first quarter of 2021 to the first quarter of 2022~~ was related to the previously-mentioned ~~20%~~17% increase in Towers site rental revenues and relatively fixed costs to operate our towers. The increase in Fiber site rental gross margin was predominately related to the previously-mentioned 5% increase in Fiber site rental revenues.

Towers services and other gross margin was ~~$54~~$111 million for the first ~~quarter~~six months of 2022 and increased by ~~$19~~$21 million from ~~$35~~$90 million during the same period in the prior year, which is a reflection of the ~~increased~~ volume of activity from carriers' network

enhancements and the volume and mix of services and other work. Our services and other offerings are of a variable nature as these revenues are not under long-term contracts.

Selling, general and administrative expenses for the first ~~quarter~~six months of 2022 were ~~$181~~$371 million and increased by ~~$17~~$38 million, or ~~10%~~11%, from ~~$164~~$333 million during the same period in the prior year. The increase in selling, general and administrative expenses was primarily ~~related~~due to the growth in our business.

Towers operating profit for the first ~~quarter~~six months of 2022 increased by ~~$183~~$297 million, or ~~26%~~20%, from the ~~same period in~~prior year as a result of the ~~prior year. The~~previously-mentioned increase in Towers ~~operating profit was primarily related to the growth in our Towers~~ site rental ~~revenues and relatively fixed costs to operate our towers~~gross margin as well as the previously-mentioned increase in Towers services and other gross margin.

Fiber operating profit ~~increased by $23 million, or 9%~~ for the first ~~quarter~~six months of 2022 increased by $37 million, or 7%, from the same period in the prior year. The increase in Fiber operating profit was primarily related to the the previously-mentioned growth in our Fiber site rental ~~revenues.~~gross margin.

Depreciation, amortization and accretion was ~~approximately $420~~$847 million for the first ~~quarter~~six months of 2022 and increased by ~~$12~~$31 million, or ~~3% during~~4%, from 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.

Interest expense and amortization of deferred financing costs were ~~$164~~$329 million for the first ~~quarter~~six months of 2022 and decreased ~~by $6~~$1 million, ~~or 4%,~~ from ~~$170~~$330 million during the same period in the prior year. The decrease predominately resulted from a reduction in the weighted-average interest rate on our fixed rate debt as a result of our refinancing ~~activities.~~activities, partially offset by an increase in the variable interest rate on our 2016 Term Loan A and 2016 Revolver as well as an increase in our outstanding indebtedness due to the financing of our discretionary capital expenditures. See note 4 to our condensed consolidated financial statements and "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt.

As a result of repaying certain of our indebtedness in conjunction with our refinancing activities, we incurred losses on retirement of long-term obligations of $26 million and ~~$143~~$144 million during the first ~~quarter~~six months of 2022 and 2021, respectively. See note 4 to our condensed consolidated financial statements.

For the first ~~quarter~~six months of 2022 and 2021, 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 9 to our consolidated financial statements in the 2021 Form 10-K.

Income from continuing operations was ~~$421~~$842 million for the first six months of 2022 compared to $455 million during the first ~~quarter of 2022 compared to $121 million during the first quarter~~six months of 2021. The increase was ~~predominately~~ related to (1) growth in our site rental activities in both our Towers and Fiber segments, (2) the previously-mentioned increase in Towers services activity and (3) the decrease in losses on retirement of long-term obligations, ~~and (3) the previously-mentioned increase in Towers services activity,~~ partially offset by by an increase in expenses, including (1) selling, general and administrative expenses and (2) depreciation, amortization and accretion.

Loss from discontinued operations, net of tax, was ~~$63~~$62 million ~~during~~for the first ~~quarter~~six months of 2021 due to the ATO Settlement. See note 96 to our condensed consolidated financial ~~statements in the 2021 Form 10-K.~~statements.

Net income was ~~$421~~$842 million for the first six months of 2022 compared to $393 million during the first ~~quarter of 2022 compared to $58 million during the first quarter~~six months of 2021. The increase was due to (1) the previously-mentioned increase in income from continuing operations and (2) the previously-mentioned loss from discontinued operations, net of tax recorded during the first ~~quarter~~six months of 2021.

Adjusted EBITDA increased ~~$198~~$317 million, or ~~22%~~17%, from the first ~~quarter~~six months of 2021 to the first ~~quarter~~six months of 2022, reflecting the growth in our site rental activities in both our Towers and Fiber segments as well as the previously-mentioned increase in Towers ~~services~~service activity.

Liquidity and Capital Resources

Overview

General. Our core business generates revenues under long-term tenant contracts (see "Item 2. MD&A—General Overview—Overview") from (1) the largest U.S. wireless 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 communications infrastructure, (2) returning a meaningful portion of our cash 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): constructing communications

infrastructure, acquiring communications infrastructure, acquiring land interests (which primarily relate to land assets under towers), improving and structurally enhancing our existing 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 cells and fiber. We seek to fund our discretionary investments with both net cash 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 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 five 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 from this target 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 the 2021 Form 10-K.

Liquidity Position. The following is a summary of our capitalization and liquidity position as of ~~March 31,~~June 30, 2022. 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, as well as note 9 to our condensed consolidated financial statements for additional information regarding our 2021 ATM Program.


(In millions of dollars)
Cash, cash equivalents, and restricted cash(a)	$	~~482~~446
Undrawn 2016 Revolver availability(b)	~~4,066~~5,816
Debt and other long-term obligations (current and non-current)(c)	~~21,126~~21,282
Total equity	~~8,036~~7,861

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

(b)After giving effect to the 2022 Credit Agreement Amendment. 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 the 2021 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 generated by our operating activities, (3) undrawn availability under our 2016 Revolver, (4) issuances under our CP Program, and (5) issuances of equity pursuant to our 2021 ATM Program. Our liquidity uses over the next 12 months are expected to include (1) debt obligations of ~~$1.1~~$1.0 billion (consisting of Commercial Paper Notes and principal payments), (2) cumulative common stock dividend payments expected to be at least $5.88 per share, or an aggregate amount of approximately $2.5 billion (see "Item 2. MD&A—Business Fundamentals and Results") and (3) capital expenditures. We may also purchase shares of our common stock. Additionally, amounts available under the CP Program may be repaid and re-issued from time to 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. Historically, from time to time, we have accessed the capital markets to issue debt and equity.

•See "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a discussion of interest rate risk and note 4 to our condensed consolidated financial statements for a tabular presentation of our debt maturities and a discussion of anticipated repayment dates.

Summary Cash Flow Information


		Three Months Ended March 31,							Six Months Ended June 30,
(In millions of dollars)	(In millions of dollars)	2022		2021		Change		(In millions of dollars)	2022		2021		Change
Net increase (decrease) in cash, cash equivalents, and restricted cash:	Net increase (decrease) in cash, cash equivalents, and restricted cash:							Net increase (decrease) in cash, cash equivalents, and restricted cash:
Operating activities	Operating activities	$	558	$	584	$	(26)	Operating activities	$	1,337	$	1,371	$	(34)
Investing activities	Investing activities	(289)		(311)		22		Investing activities	(609)		(616)		7
Financing activities	Financing activities	(253)		(217)		(36)		Financing activities	(748)		(612)		(136)
Net increase (decrease) in cash, cash equivalents, and restricted cash	Net increase (decrease) in cash, cash equivalents, and restricted cash	16		56		(40)		Net increase (decrease) in cash, cash equivalents, and restricted cash	(20)		143		(163)
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	—		1		(1)		Effect of exchange rate changes on cash	—		1		(1)
Net increase (decrease) in cash, cash equivalents, and restricted cash	Net increase (decrease) in cash, cash equivalents, and restricted cash	$	16	$	57	$	(41)	Net increase (decrease) in cash, cash equivalents, and restricted cash	$	(20)	$	144	$	(164)

Operating Activities

Net cash provided by operating activities of ~~$558 million~~$1.3 billion for the first ~~three~~six months of 2022 decreased by ~~$26~~$34 million, or 4%2%, compared to the first ~~three~~six months of 2021, due primarily to a net decrease from changes in working capital, which was partially offset by growth in our core business. 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 changes in working capital) if we realize expected growth in our core business.

Investing Activities

Net cash used for investing activities of ~~$289~~$609 million for the first ~~three~~six months of 2022 decreased by ~~$22~~$7 million, or 7%1%, from the first ~~three~~six months of 2021 primarily as a result of decreased discretionary capital expenditures in our Towers and Fiber ~~segment.~~segments.

Capital Expenditures

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

•Discretionary capital expenditures are made with respect to activities which we believe exhibit sufficient potential to enhance long-term stockholder value. They primarily consist of expansion or development of communications infrastructure (including capital expenditures related to (1) enhancing communications infrastructure in order to add new tenants for the first time or support subsequent tenant equipment augmentations or (2) modifying the structure of a communications infrastructure asset to accommodate additional tenants) and construction of new communications infrastructure. Discretionary capital expenditures also include purchases of land interests (which primarily relate to land assets under towers as we seek to manage our interests in the land beneath our towers), certain technology-related investments necessary to support and scale future customer demand for our communications infrastructure, and other capital projects. The expansion or development of existing communications infrastructure to accommodate new leasing typically varies based on, among other factors: (1) the type of communications infrastructure, (2) the scope, volume, and mix of work performed on the communications infrastructure, (3) existing capacity prior to installation, or (4) changes in structural engineering regulations and standards. Currently, construction of new communications infrastructure is predominately comprised of the construction of small cells and fiber (including certain construction projects that may take 18 to 36 months to complete). Our decisions regarding discretionary capital expenditures are influenced by the availability and cost of capital and expected returns on alternative uses of cash, such as payments of dividends and investments.

•Sustaining capital expenditures consist of those capital expenditures not otherwise categorized as discretionary capital expenditures, such as (1) maintenance capital expenditures on our communications infrastructure assets that enable our tenants' ongoing quiet enjoyment of the communications infrastructure and (2) ordinary corporate capital expenditures.

Capital expenditures for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021 were as follows:


		For the Three Months Ended																	For the Six Months Ended
		March 31, 2022								March 31, 2021									June 30, 2022								June 30, 2021
(In millions of dollars)	(In millions of dollars)	Towers		Fiber		Other		Total		Towers		Fiber		Other		Total		(In millions of dollars)	Towers		Fiber		Other		Total		Towers		Fiber		Other		Total
Discretionary:	Discretionary:																	Discretionary:
Purchases of land interests	Purchases of land interests	$	10	$	—	$	—	$	10	$	14	$	—	$	—	$	14	Purchases of land interests	$	25	$	—	$	—	$	25	$	35	$	—	$	—	$	35
Communications infrastructure improvements and other capital projects(a)	Communications infrastructure improvements and other capital projects(a)	35		209		6		250		35		225		11		271		Communications infrastructure improvements and other capital projects(a)	62		444		11		517		73		449		16		538
Sustaining	Sustaining	2		13		6		21		2		12		3		17		Sustaining	5		25		12		42		6		23		7		36
Total	Total	$	47	$	222	$	12	$	281	$	51	$	237	$	14	$	302	Total	$	92	$	469	$	23	$	584	$	114	$	472	$	23	$	609

(a)Towers segment includes ~~$16~~$23 million and ~~$18~~$33 million of capital expenditures incurred during the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, respectively, in connection with tenant installations and upgrades on our towers.

Discretionary capital expenditures were primarily impacted by the timing of both Towers and Fiber tenant activity during the first ~~three~~six months of 2022 compared to the same period in 2021. See also "Item 2. MD&A—General Overview—Outlook Highlights" for our expectations surrounding 2022 capital expenditures.

Financing 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 $5.88 per share over the next 12 months, or an aggregate amount of approximately $2.5 billion); (2) purchasing our common stock or (3) purchasing, repaying, or redeeming our debt. See notes 44,9 and 912 to our condensed consolidated financial statements.

Net cash used for financing activities of ~~$253~~$748 million for the first ~~three~~six months of 2022 increased by ~~$36~~$136 million from the first ~~three~~six months of 2021 as a result of the net impact from our issuances, purchases and repayments of debt (including with respect to our 2016 Credit Facility and CP Program), common stock dividend payments and purchases of our 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 March 2022, we issued $750 million aggregate principal amount of senior unsecured notes, the net proceeds of which were used to repay a portion of the outstanding indebtedness under our CP Program and pay related fees and expenses.

In March 2022, we (1) prepaid in full the previously outstanding Tower Revenue Notes, Series 2018-1 and (2) redeemed in full the previously outstanding 3.849% Secured Notes.

Credit Facility.In July 2022, we entered into the 2022 Credit Agreement Amendment that provided for, among other things, (1) the extension of the maturity date of the 2016 Credit Facility from June 2026 to July 2027, (2) an increase to the aggregate commitments under the 2016 Revolver from $5.0 billion to $7.0 billion, (3) certain modifications to a specified sustainability metric and (4) the replacement of the LIBOR pricing benchmark with the Term SOFR pricing benchmark.

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 ~~April 26,~~August 2, 2022, we had an outstanding balance of ~~$180 million~~$1.2 billion and ~~$4.8~~$5.8 billion in undrawn availability under our 2016 Revolver. 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. See ~~note~~notes 4 and 12 to our condensed consolidated financial statements for additional information regarding our Credit Facility.

Commercial Paper Program. See "Item 2. MD&A—General Overview—~~Overview"~~Highlights of Business Fundamentals and Results" and note 4 to our condensed consolidated financial statements for further information regarding our CP Program. In March 2022, we increased the size of our CP Program to permit the issuance of Commercial Paper Notes in an aggregate principal amount not to exceed $2.0 billion at any time outstanding. The proceeds from our Commercial Paper Notes may be used for general corporate purposes, which may include the financing of capital expenditures, acquisitions and purchases of our common stock. As of ~~April 26,~~August 2, 2022, there was ~~$1.5~~$1.3 billion outstanding under our CP Program.

Incurrence, Purchases, and Repayments of Debt. See "Item 2. MD&A—General Overview—Highlights of Business Fundamentals and Results" and note 4 to our condensed consolidated financial statements for further discussion of our recent issuances, purchases, redemption and repayments of debt.

Common Stock Activity. See ~~note~~notes 9 and 12 to our condensed consolidated financial statements for further information regarding our common stock and dividends.

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 under the 2021 ATM Program may be made by means of ordinary brokers' transactions on the 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 or (2) the repayment or repurchase of any outstanding indebtedness. We have not sold any shares of common stock under the 2021 ATM Program.

Debt Covenants. Our Credit 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 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 the 2021 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. 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. Accordingly, actual results could differ materially from our estimates. Our critical accounting policies and estimates as of December 31, 2021 are described in "Item 7. MD&A—Accounting and Reporting Matters" and in note 2 of our consolidated financial statements in the 2021 Form 10-K.

Accounting Pronouncements

Recently Adopted Accounting ~~Pronouncements.~~Pronouncements

See note 2 to our condensed consolidated financial statements.

Recent Accounting Pronouncements Not Yet ~~Adopted.~~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 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 (loss), income (loss) from continuing operations, net income (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 income (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 income (loss) from continuing operations.

We define Adjusted EBITDA as 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 on retirement of long-term obligations, net (gain) loss on interest rate swaps, (gains) losses on foreign currency swaps, impairment of ~~available-for-~~

~~sale~~available-for-sale securities, interest income, other (income) expense, (benefit) provision for income taxes, cumulative effect of a change in accounting principle and stock-based compensation expense. The reconciliation of Adjusted EBITDA to our income (loss) from continuing operations is set forth below:


(In millions of dollars)	(In millions of dollars)	Three Months Ended March 31,				(In millions of dollars)	Three Months Ended June 30,								Six Months Ended June 30,
		2022		2021				(In millions of dollars)	2022				2021				2022				2021
Income (loss) from continuing operations	Income (loss) from continuing operations	$	421��	$	121				$	421			$	333			$	842			$	455
Adjustments to increase (decrease) income (loss) from continuing operations:	Adjustments to increase (decrease) income (loss) from continuing operations:								Adjustments to increase (decrease) income (loss) from continuing operations:
Asset write-down charges	Asset write-down charges	14		3					Asset write-down charges		9				6				23				9

Acquisition and integration costs									Acquisition and integration costs		1				1				1				1
Depreciation, amortization and accretion	Depreciation, amortization and accretion	420		408					Depreciation, amortization and accretion		427				408				847				816
Amortization of prepaid lease purchase price adjustments	Amortization of prepaid lease purchase price adjustments	4		5					Amortization of prepaid lease purchase price adjustments		4				4				8				9
Interest expense and amortization of deferred financing costs	Interest expense and amortization of deferred financing costs	164		170					Interest expense and amortization of deferred financing costs		165				161				329				330
(Gains) losses on retirement of long-term obligations	(Gains) losses on retirement of long-term obligations	26		143					(Gains) losses on retirement of long-term obligations		—				1				26				144
Interest income	Interest income	—		(1)					Interest income		—				(1)				(1)				(1)
Other (income) expense	Other (income) expense	1		8					Other (income) expense		2				5				4				12
(Benefit) provision for income taxes	(Benefit) provision for income taxes	6		7					(Benefit) provision for income taxes		5				6				11				13
Stock-based compensation expense	Stock-based compensation expense	39		33					Stock-based compensation expense		44				34				83				68
Adjusted EBITDA(a)	Adjusted EBITDA(a)	$	1,095	$	897				Adjusted EBITDA(a)		$	1,078			$	958			$	2,173			$	1,856

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

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

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

•in presentations to our board of directors to enable it to have the same measurement of financial performance used by management;

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

•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 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. 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 costs of operations, excluding stock-based compensation expense and amortization of prepaid lease purchase price adjustments recorded in consolidated site rental costs of operations. We define segment services and other gross margin as segment services and other

revenues less segment services and other costs of operations, excluding stock-based compensation expense recorded in consolidated services and other costs of operations. We define segment operating profit as segment site rental gross margin plus segment 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.

2832

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following section updates "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" in the 2021 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 Form 10-Q.

Interest Rate Risk

Our interest rate risk as of ~~March 31,~~June 30, 2022 relates primarily to the impact of interest rate movements on the following:

•the potential refinancing of our existing debt ($~~21.3~~21.4 billion outstanding at ~~March 31,~~June 30, 2022 and $20.8 billion at December 31, 2021);

•our ~~$3.2~~$3.3 billion and $2.2 billion of floating rate debt at ~~March 31,~~June 30, 2022 and December 31, 2021, respectively, which represented approximately 15% and 10% of our total debt, as of ~~March 31,~~June 30, 2022 and December 31, 2021, respectively; and

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

During the first seven months of 2022, the Federal Reserve raised the federal funds rate four times for a cumulative increase of 2.25%, and has signaled that they expect to further increase the federal funds rate in the near-term, which could increase our costs of borrowing. Prior to 2022, the Federal Reserve had not raised the federal funds rate since December 2018.

In July 2022, we entered into the 2022 Credit Agreement Amendment that, among other things, replaced LIBOR with Term SOFR as the benchmark rate for both the 2016 Revolver and 2016 Term Loan A.

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 ~~March 31,~~June 30, 2022, we had ~~$3.2~~$3.3 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 million.

Tabular Information

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 ~~March 31, 2022.~~June 30, 2022, after giving effect to the 2022 Credit Agreement Amendment and the change to the pricing benchmark from LIBOR to Term SOFR. These debt maturities reflect final maturity dates and do not consider the impact of the principal payments that commence following the anticipated repayment dates of certain debt (see 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 the 2021 Form 10-K for additional information regarding our debt.


		Future Principal Payments and Interest Rates by the Debt Instruments' Contractual Year of Maturity																									Future Principal Payments and Interest Rates by the Debt Instruments' Contractual Year of Maturity
(In millions of dollars)	(In millions of dollars)	2022				2023			2024			2025			2026			Thereafter			Total			Fair Value(a)		(In millions of dollars)	2022				2023			2024			2025			2026			Thereafter			Total			Fair Value(a)
Debt:	Debt:																									Debt:
Fixed rate(b)	Fixed rate(b)	$	33			$	787		$	782		$	529		$	26		$	15,981		$	18,138		$	17,315	Fixed rate(b)	$	25			$	787		$	782		$	530		$	2,677		$	13,335		$	18,136		$	16,133
Average interest rate(b)(c)(d)	Average interest rate(b)(c)(d)	4.2		%		3.2		%	3.3		%	1.5		%	4.8		%	3.7		%	3.6		%			Average interest rate(b)(c)(d)	4.3		%		3.2		%	3.3		%	1.5		%	3.0		%	3.9		%	3.6		%
Variable rate(e)	Variable rate(e)	$	1,065		(f)	$	54		$	62		$	108		$	1,868		$	—		$	3,157		$	3,157	Variable rate(e)	$	967		(f)	$	30		$	45		$	60		$	91		$	2,116		$	3,309		$	3,309
Average interest rate(e)	Average interest rate(e)	1.2		%		2.4		%	2.7		%	2.8		%	2.8		%	—		%	2.3		%			Average interest rate(e)	2.4		%		4.3		%	3.7		%	3.7		%	3.7		%	3.7		%	3.4		%

(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 Series 2015-2 and Series 2018-2 have principal amounts of $700 million and $750 million, with anticipated repayment dates in 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 2045 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 2021 Excess Cash Flow of the issuers of the Tower Revenue Notes was approximately $933 million. We currently expect to refinance these notes on or prior to the respective anticipated repayment dates.

(e)See note 7 to our consolidated financial statements in the 2021 Form 10-K for information regarding potential upward or downward adjustments to the interest rate spread and unused commitment fee percentage on our 2016 Credit Facility if we achieve specified annual sustainability targets or fail to meet annual sustainability ~~thresholds.~~metrics. Each period presented assumes the downward adjustments in the interest rate spread and unused commitment fee percentage on our 2016 Credit Facility.

(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 upon their evaluation, the CEO and CFO concluded that as of ~~March 31,~~June 30, 2022, 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 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

ITEM 1. LEGAL PROCEEDINGS

See the disclosure in note 8 to our condensed consolidated financial statements set forth in Part I, Item 1 of this Form 10-Q.

ITEM 1A.RISK FACTORS

There are no material changes to the risk factors discussed in "Item 1A. Risk Factors" in the 2021 Form 10-K.

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

The following table summarizes information with respect to purchase of our equity securities during the ~~first~~second quarter of 2022:

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)
January 1 - January 31, 2022 — $ — — —
February 1 - February 28, 2022 377 $ 162.38 — —
March 1 - March 31, 2022 9 $ 173.96 — —
Total 386 $ 162.68 — —


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, 2022	1	$	198.02	—	—
May 1 - May 31, 2022	1	175.38		—	—
June 1 - June 30, 2022	1	179.63		—	—
Total	3	$	184.29	—	—

We paid ~~$63~~$1 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 units.

3034

ITEM 5. OTHER INFORMATION

Effective August 1, 2022, the Company changed its legal name from "Crown Castle International Corp." to "Crown Castle Inc." by filing a Certificate of Amendment ("Certificate of Amendment") to the Company's Restated Certificate of Incorporation ("Charter") with the State of Delaware Secretary of State. To reflect the new legal name, the Company amended and restated its Amended and Restated By-laws ("By-laws"). No additional changes were made to the Charter and By-laws.

Copies of the Certificate of Amendment and the By-Laws reflecting the name change are attached hereto as Exhibits 3.2 and 3.3, respectively, and are each incorporated herein by reference. The Company's common stock will continue trading on the NYSE under the symbol "CCI."

ITEM 6.EXHIBITS

Exhibit Index
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
10-Q 001-16441 August 6, 2021 3.2
4.1
Seventh Supplemental Indenture dated March 4, 2022, 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, relating to the 2.900% Senior Notes due 2027
8-K 001-16441 March 4, 2022 4.1
10.1
Amended and Restated Crown Castle International Corp. Extended Service Separation Program
10-K 001-16441 February 22, 2022 10.11
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 March 31, 2022, 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 March 31, 2022, formatted in Inline XBRL — — — —


		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File Number	Date of Filing	Exhibit Number
3.1*	Restated Composite Certificate of Incorporation of Crown Castle Inc.	—	—	—	—
3.2*	Certificate of Amendment of Restated Certificate of Incorporation of Crown Castle Inc., effective August 1, 2022	—	—	—	—
3.3*	Amended and Restated By-Laws of Crown Castle Inc., dated August 1, 2022	—	—	—	—
10.1	Crown Castle International Corp. 2022 Long-Term Incentive Plan	DEF 14A	001-16441	April 4, 2022	App. A
10.2	Form of Restricted Stock Unit Agreement for 2022 Long-Term Incentive Plan (effective May 19, 2022)	8-K	001-16441	May 20, 2022	10.2
10.3	Amendment to Crown Castle International Corp. 2013 Long-Term Incentive Plan, as amended	8-K	001-16441	May 20, 2022	10.3
10.4	Amendment No. 7 dated as of July 8, 2022, 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	July 8, 2022	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 Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, 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 Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, formatted in Inline XBRL	—	—	—	—

* Filed herewith.

† Furnished herewith.

3136

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CROWN CASTLE ~~INTERNATIONAL CORP.~~INC.

Date:

~~April 29,~~August 5, 2022

By:

/s/ DANIEL K. SCHLANGER

Daniel K. Schlanger

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

Date:

~~April 29,~~August 5, 2022

By:

/s/ ROBERT S. COLLINS

Robert S. Collins

Vice President and Controller

(Principal Accounting Officer)

3237


		Page
PART I—FINANCIAL INFORMATION		3
ITEM 1.	FINANCIAL STATEMENTS	3
	CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)	3
	CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited)	4
	CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)	5
	CONDENSED CONSOLIDATED STATEMENT OF EQUITY (Unaudited)	6
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)	78
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1719
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2933
ITEM 4.	CONTROLS AND PROCEDURES	3034
PART II—OTHER INFORMATION		3034
ITEM 1.	LEGAL PROCEEDINGS	3034
ITEM 1A.	RISK FACTORS	3034
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	3034
ITEM 5.	OTHER INFORMATION	35
ITEM 6.	EXHIBITS	3136
EXHIBIT INDEX		3136
SIGNATURES		3237


	Nine Months Ending December 31,		Years Ending December 31,
	2022		2023		2024		2025		2026		Thereafter		Total
Contracted amounts(a)	$	3,514	$	4,591	$	4,158	$	3,854	$	3,794	$	22,404	$	42,315


	Nine Months Ending December 31,			Years Ending December 31,										Total Cash Obligations		Unamortized Adjustments, Net		Total Debt and Other Obligations Outstanding
	2022			2023		2024		2025		2026		Thereafter
Scheduled principal payments and final maturities	$	1,098	(a)	$	841	$	844	$	637	$	1,894	$	15,981	$	21,295	$	(169)	$	21,126