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, 2023


☐			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 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)

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 ~~May 1,~~July 31, 2023: ~~433,671,293~~433,678,544

CROWN CASTLE 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.

Examples of forward-looking statements include our full year 2023 outlook and plans, projections and estimates regarding (1) the value of our business model and demand for our communications infrastructure, (2) the growth of the U.S. market for shared communications infrastructure, (3) growth in the communications infrastructure industry, (4) demand for data and factors driving such demand, (5) the duration of our construction projects, (6) tenants' investment in wireless networks, (7) use of high-bandwidth applications, (8) our ability to service our debt and comply with debt covenants, (9) the level of commitment under our debt instruments, (10) our ability to remain qualified as a real estate investment trust ("REIT"), (11) sources and uses of liquidity, (12) impact to our financial results from the Sprint Cancellations (as defined below), (13) drivers of cash flow growth, (14) our competitive advantage, (15) our dividends, including timing, amount, growth, targets, payment or tax characterization, (16) the timing of small cell deployments, (17) discretionary capital expenditures and expansion of our business, ~~and~~ (18) impact of interest rate ~~increases.~~increases and (19) the restructuring plan, including the components thereof and charges and timing related thereto. 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, 2022 ("2022 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.

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") 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 2022 Form 10-K.

PART I—FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

CROWN CASTLE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(Amounts in millions, except par values)


		March 31, 2023		December 31, 2022			June 30, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	187	$	156	Cash and cash equivalents	$	276	$	156
Restricted cash	Restricted cash	196		166		Restricted cash	207		166
Receivables, net	Receivables, net	565		593		Receivables, net	496		593
Prepaid expenses	Prepaid expenses	159		102		Prepaid expenses	182		102
Current portion of deferred site rental receivables	Current portion of deferred site rental receivables	125		127		Current portion of deferred site rental receivables	117		127
Other current assets	Other current assets	93		73		Other current assets	71		73
Total current assets	Total current assets	1,325		1,217		Total current assets	1,349		1,217
Deferred site rental receivables	Deferred site rental receivables	2,040		1,954		Deferred site rental receivables	2,128		1,954
Property and equipment, net of accumulated depreciation of $13,377 and $13,071, respectively		15,492		15,407
Property and equipment, net of accumulated depreciation of $13,683 and $13,071, respectively						Property and equipment, net of accumulated depreciation of $13,683 and $13,071, respectively	15,571		15,407
Operating lease right-of-use assets	Operating lease right-of-use assets	6,482		6,526		Operating lease right-of-use assets	6,385		6,526
Goodwill	Goodwill	10,085		10,085		Goodwill	10,085		10,085
Other intangible assets, net	Other intangible assets, net	3,496		3,596		Other intangible assets, net	3,388		3,596
Other assets, net	Other assets, net	134		136		Other assets, net	136		136
Total assets	Total assets	$	39,054	$	38,921	Total assets	$	39,042	$	38,921

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	233	$	236	Accounts payable	$	240	$	236
Accrued interest	Accrued interest	132		183		Accrued interest	219		183
Deferred revenues	Deferred revenues	721		736		Deferred revenues	793		736
Other accrued liabilities	Other accrued liabilities	300		407		Other accrued liabilities	312		407
Current maturities of debt and other obligations	Current maturities of debt and other obligations	819		819		Current maturities of debt and other obligations	819		819
Current portion of operating lease liabilities	Current portion of operating lease liabilities	330		350		Current portion of operating lease liabilities	342		350
Total current liabilities	Total current liabilities	2,535		2,731		Total current liabilities	2,725		2,731
Debt and other long-term obligations	Debt and other long-term obligations	21,513		20,910		Debt and other long-term obligations	21,599		20,910
Operating lease liabilities	Operating lease liabilities	5,856		5,881		Operating lease liabilities	5,750		5,881
Other long-term liabilities	Other long-term liabilities	1,927		1,950		Other long-term liabilities	1,922		1,950
Total liabilities	Total liabilities	31,831		31,472		Total liabilities	31,996		31,472
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; 1,200 shares authorized; shares issued and outstanding: March 31, 2023—434 and December 31, 2022—433		4		4
Common stock, $0.01 par value; 1,200 shares authorized; shares issued and outstanding: June 30, 2023—434 and December 31, 2022—433						Common stock, $0.01 par value; 1,200 shares authorized; shares issued and outstanding: June 30, 2023—434 and December 31, 2022—433	4		4
Additional paid-in capital	Additional paid-in capital	18,154		18,116		Additional paid-in capital	18,202		18,116
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(6)		(5)		Accumulated other comprehensive income (loss)	(5)		(5)
Dividends/distributions in excess of earnings	Dividends/distributions in excess of earnings	(10,929)		(10,666)		Dividends/distributions in excess of earnings	(11,155)		(10,666)
Total equity	Total equity	7,223		7,449		Total equity	7,046		7,449
Total liabilities and equity	Total liabilities and equity	$	39,054	$	38,921	Total liabilities and equity	$	39,042	$	38,921

See notes to condensed consolidated financial statements.

CROWN CASTLE 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,
			2023			2022			2023		2022		2023		2022
Net revenues:	Net revenues:							Net revenues:
Site rental	Site rental		$	1,624		$	1,576	Site rental	$	1,728	$	1,567	$	3,352	$	3,143
Services and other	Services and other		149			166		Services and other	139		167		288		333
Net revenues	Net revenues		1,773			1,742		Net revenues	1,867		1,734		3,640		3,476
Operating expenses:	Operating expenses:							Operating expenses:
Costs of operations:(a)	Costs of operations:(a)							Costs of operations:(a)
Site rental	Site rental		415			396		Site rental	424		402		839		798
Services and other	Services and other		104			113		Services and other	98		112		202		225
Selling, general and administrative	Selling, general and administrative		195			181		Selling, general and administrative	210		190		405		371
Asset write-down charges	Asset write-down charges		—			14		Asset write-down charges	22		9		22		23

Acquisition and integration costs								Acquisition and integration costs	1		1		1		1
Depreciation, amortization and accretion	Depreciation, amortization and accretion		431			420		Depreciation, amortization and accretion	445		427		876		847
Total operating expenses	Total operating expenses		1,145			1,124		Total operating expenses	1,200		1,141		2,345		2,265
Operating income (loss)	Operating income (loss)		628			618		Operating income (loss)	667		593		1,295		1,211
Interest expense and amortization of deferred financing costs, net	Interest expense and amortization of deferred financing costs, net		(202)			(164)		Interest expense and amortization of deferred financing costs, net	(208)		(165)		(410)		(329)
Gains (losses) on retirement of long-term obligations	Gains (losses) on retirement of long-term obligations		—			(26)		Gains (losses) on retirement of long-term obligations	—		—		—		(26)
Interest income	Interest income		2			—		Interest income	5		—		7		1
Other income (expense)	Other income (expense)		(3)			(1)		Other income (expense)	(2)		(2)		(4)		(4)
Income (loss) before income taxes	Income (loss) before income taxes		425			427		Income (loss) before income taxes	462		426		888		853
Benefit (provision) for income taxes	Benefit (provision) for income taxes		(7)			(6)		Benefit (provision) for income taxes	(7)		(5)		(14)		(11)
Net income (loss)	Net income (loss)		418			421		Net income (loss)	455		421		874		842
Other comprehensive income (loss):	Other comprehensive income (loss):							Other comprehensive income (loss):
Foreign currency translation adjustments	Foreign currency translation adjustments		(1)			1		Foreign currency translation adjustments	1		(2)		—		(1)
Total other comprehensive income (loss)	Total other comprehensive income (loss)		(1)			1		Total other comprehensive income (loss)	1		(2)		—		(1)
Comprehensive income (loss)	Comprehensive income (loss)		$	417		$	422	Comprehensive income (loss)	$	456	$	419	$	874	$	841
Net income (loss), per common share:	Net income (loss), per common share:							Net income (loss), per common share:
Basic	Basic		$	0.97		$	0.97	Basic	$	1.05	$	0.97	$	2.02	$	1.95
Diluted	Diluted		$	0.97		$	0.97	Diluted	$	1.05	$	0.97	$	2.01	$	1.94
Weighted-average common shares outstanding:	Weighted-average common shares outstanding:							Weighted-average common shares outstanding:
Basic	Basic		433			433		Basic	434		433		433		433
Diluted	Diluted		434			434		Diluted	434		434		434		434

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

See notes to condensed consolidated financial statements.

CROWN CASTLE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(In millions of dollars)


		Three Months Ended March 31,					Six Months Ended June 30,
		2023		2022			2023		2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income (loss)	Net income (loss)	$	418	$	421	Net income (loss)	$	874	$	842
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:	Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:					Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation, amortization and accretion	Depreciation, amortization and accretion	431		420		Depreciation, amortization and accretion	876		847
(Gains) losses on retirement of long-term obligations	(Gains) losses on retirement of long-term obligations	—		26		(Gains) losses on retirement of long-term obligations	—		26
Amortization of deferred financing costs and other non-cash interest	Amortization of deferred financing costs and other non-cash interest	7		4		Amortization of deferred financing costs and other non-cash interest	14		7
Stock-based compensation expense, net	Stock-based compensation expense, net	41		38		Stock-based compensation expense, net	91		83
Asset write-down charges	Asset write-down charges	—		14		Asset write-down charges	22		23
Deferred income tax (benefit) provision	Deferred income tax (benefit) provision	1		1		Deferred income tax (benefit) provision	1		1
Other non-cash adjustments, net	Other non-cash adjustments, net	2		1		Other non-cash adjustments, net	2		3
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	(51)		(65)		Increase (decrease) in accrued interest	36		(2)
Increase (decrease) in accounts payable	Increase (decrease) in accounts payable	(5)		(13)		Increase (decrease) in accounts payable	(1)		(8)
Increase (decrease) in other liabilities	Increase (decrease) in other liabilities	(127)		(196)		Increase (decrease) in other liabilities	(70)		(222)
Decrease (increase) in receivables	Decrease (increase) in receivables	28		40		Decrease (increase) in receivables	103		28
Decrease (increase) in other assets	Decrease (increase) in other assets	(139)		(133)		Decrease (increase) in other assets	(223)		(291)
Net cash provided by (used for) operating activities	Net cash provided by (used for) operating activities	606		558		Net cash provided by (used for) operating activities	1,725		1,337
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Capital expenditures	Capital expenditures	(341)		(281)		Capital expenditures	(720)		(584)
Payments for acquisitions, net of cash acquired	Payments for acquisitions, net of cash acquired	(67)		(3)		Payments for acquisitions, net of cash acquired	(89)		(15)
Other investing activities, net	Other investing activities, net	1		(5)		Other investing activities, net	3		(10)
Net cash provided by (used for) investing activities	Net cash provided by (used for) investing activities	(407)		(289)		Net cash provided by (used for) investing activities	(806)		(609)
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	999		748		Proceeds from issuance of long-term debt	2,347		748
Principal payments on debt and other long-term obligations	Principal payments on debt and other long-term obligations	(19)		(18)		Principal payments on debt and other long-term obligations	(39)		(36)
Purchases and redemptions of long-term debt	Purchases and redemptions of long-term debt	—		(1,274)		Purchases and redemptions of long-term debt	—		(1,274)
Borrowings under revolving credit facility	Borrowings under revolving credit facility	1,434		900		Borrowings under revolving credit facility	2,113		2,050
Payments under revolving credit facility	Payments under revolving credit facility	(1,305)		(665)		Payments under revolving credit facility	(2,739)		(1,565)
Net issuances (repayments) under commercial paper program	Net issuances (repayments) under commercial paper program	(524)		777		Net issuances (repayments) under commercial paper program	(1,024)		687
Payments for financing costs	Payments for financing costs	(10)		(8)		Payments for financing costs	(23)		(8)

Purchases of common stock	Purchases of common stock	(28)		(63)		Purchases of common stock	(29)		(63)
Dividends/distributions paid on common stock	Dividends/distributions paid on common stock	(686)		(650)		Dividends/distributions paid on common stock	(1,364)		(1,287)

Net cash provided by (used for) financing activities	Net cash provided by (used for) financing activities	(139)		(253)		Net cash provided by (used for) financing activities	(758)		(748)
Net increase (decrease) in cash, cash equivalents and restricted cash	Net increase (decrease) in cash, cash equivalents and restricted cash	60		16		Net increase (decrease) in cash, cash equivalents and restricted cash	161		(20)
Effect of exchange rate changes	Effect of exchange rate changes	1		—		Effect of exchange rate changes	—		—
Cash, cash equivalents, and restricted cash at beginning of period	Cash, cash equivalents, and restricted cash at beginning of period	327		466		Cash, cash equivalents, and restricted cash at beginning of period	327		466
Cash, cash equivalents, and restricted cash at end of period	Cash, cash equivalents, and restricted cash at end of period	$	388	$	482	Cash, cash equivalents, and restricted cash at end of period	$	488	$	446

See notes to condensed consolidated financial statements.

CROWN CASTLE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(Amounts in millions) (Unaudited)


		Common Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss) ("AOCI")				Dividends/Distributions in Excess of Earnings								Common Stock										Additional Paid-in Capital					Accumulated Other Comprehensive Income (Loss) ("AOCI")					Dividends/Distributions in Excess of Earnings
															Shares					($0.01 Par)													Total
Balance, March 31, 2023																		Balance, March 31, 2023		434					$	4							$	18,154				$	(6)				$	(10,929)			$	7,223
Stock-based compensation related activity, net of forfeitures																		Stock-based compensation related activity, net of forfeitures							—					49					—					—					49
Purchases and retirement of common stock																		Purchases and retirement of common stock		—					—					(1)					—					—					(1)
Other comprehensive income (loss)(a)																		Other comprehensive income (loss)(a)		—					—					—					1					—					1
Common stock dividends/distributions																		Common stock dividends/distributions		—					—					—					—					(681)					(681)
Net income (loss)																		Net income (loss)		—					—					—					—					455					455
Balance, June 30, 2023																		Balance, June 30, 2023		434					$	4				$	18,202				$	(5)				$	(11,155)				$	7,046

Balance, March 31, 2022																		Balance, March 31, 2022		433					$	4				$	18,006				$	(3)				$	(9,971)				$	8,036
Stock-based compensation related activity, net of forfeitures																		Stock-based compensation related activity, net of forfeitures		—					—					45					—					—					45
Purchases and retirement of common stock																		Purchases and retirement of common stock		—					—					(1)					—					—					(1)
Other comprehensive income (loss)(a)																		Other comprehensive income (loss)(a)		—					—					—					(2)					—					(2)
Common stock dividends/distributions																		Common stock dividends/distributions		—					—					—					—					(638)					(638)
Net income (loss)																		Net income (loss)		—					—					—					—					421					421
Balance, June 30, 2022																		Balance, June 30, 2022		433					$	4				$	18,050				$	(5)				$	(10,188)				$	7,861
		Shares	($0.01 Par)				Additional Paid-in Capital					Accumulated Other Comprehensive Income (Loss) ("AOCI")				Dividends/Distributions in Excess of Earnings					Total
Balance, December 31, 2022	Balance, December 31, 2022	433	$	4						$	7,449			Balance, December 31, 2022	433							$	4				$	18,116				$	(5)				$	(10,666)				$	7,449
Stock-based compensation related activity, net of forfeitures	Stock-based compensation related activity, net of forfeitures	1	—		66					—				—					66			Stock-based compensation related activity, net of forfeitures		1					—					115					—					—				115
Purchases and retirement of common stock	Purchases and retirement of common stock	—	—		(28)			—				—				(28)		Purchases and retirement of common stock		—					—					(29)					—					—					(29)
Other comprehensive income (loss)(a)	Other comprehensive income (loss)(a)	—	—		—			(1)				—				(1)		Other comprehensive income (loss)(a)		—					—					—										—					—
Common stock dividends/distributions	Common stock dividends/distributions	—	—		—			—				(681)				(681)		Common stock dividends/distributions		—					—					—					—					(1,363)					(1,363)
Net income (loss)	Net income (loss)	—	—		—			—				418				418		Net income (loss)		—					—					—					—					874					874
Balance, March 31, 2023		434	$	4	$	18,154		$	(6)			$	(10,929)			$	7,223
Balance, June 30, 2023																		Balance, June 30, 2023		434					$	4				$	18,202				$	(5)				$	(11,155)				$	7,046

Balance, December 31, 2021	Balance, December 31, 2021	432	$	4	$	18,011		$	(4)			$	(9,753)			$	8,258	Balance, December 31, 2021		432					$	4				$	18,011				$	(4)				$	(9,753)				$	8,258
Stock-based compensation related activity, net of forfeitures	Stock-based compensation related activity, net of forfeitures	1	—		58			—				—				58		Stock-based compensation related activity, net of forfeitures		1					—					102					—					—					102
Purchases and retirement of common stock	Purchases and retirement of common stock	—	—		(63)			—				—				(63)		Purchases and retirement of common stock		—					—					(63)					—					—					(63)
Other comprehensive income (loss)(a)	Other comprehensive income (loss)(a)	—	—		—			1				—				1		Other comprehensive income (loss)(a)		—					—					—					(1)					—					(1)
Common stock dividends/distributions	Common stock dividends/distributions	—	—		—			—				(639)				(639)		Common stock dividends/distributions		—					—					—					—					(1,277)					(1,277)
Net income (loss)	Net income (loss)	—	—		—			—				421				421		Net income (loss)		—					—					—					—					842					842
Balance, March 31, 2022		433	$	4	$	18,006		$	(3)			$	(9,971)			$	8,036

Balance, June 30, 2022																		Balance, June 30, 2022		433					$	4				$	18,050				$	(5)				$	(10,188)				$	7,861

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

See notes to condensed consolidated financial statements.

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, 2022, and related notes thereto, included in the 2022 Form 10-K filed by Crown Castle Inc. ("CCI") 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 2022 Form 10-K. References to the "Company" refer to 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, small cells and fiber 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 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"). See note 12 for a discussion of the Company's restructuring plan, which includes discontinuing installation services as a Towers product offering.

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 those which T-Mobile assumed in its merger with Sprint). 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 as of ~~March 31,~~June 30, 2023, the condensed consolidated results of operations for the three and six months ended ~~March 31,~~June 30, 2023 and 2022, and the condensed consolidated cash flows for the ~~three~~six months ended ~~March 31,~~June 30, 2023 and 2022. 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.

CROWN CASTLE INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)

(Tabular dollars in millions, except per share amounts)

2.Summary of Significant Accounting Policies

Recently Adopted Accounting Pronouncements

No accounting pronouncements adopted during the ~~three~~six months ended ~~March 31,~~June 30, 2023 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. Typically, 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 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 escalators, upfront payments, or rent-free periods, the revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the tenant contract. When calculating straight-line rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions, even if such escalation provisions contain a variable element in addition to a minimum. The Company's assets related to straight-line site rental revenues are recorded within "Current portion of deferred site rental receivables" and "Deferred site rental receivables" on the Company's condensed consolidated balance sheet. Amounts billed or received prior to being earned are deferred and reflected in "Deferred revenues" and "Other long-term liabilities" on the Company's condensed consolidated balance sheet. 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.

Sprint Cancellation Payments. For the three and sixmonths ended ~~March 31,~~June 30, 2023, site rental revenues include ~~$48~~$106 million and $154 million, respectively, of payments in the Company's Fiber segment to satisfy the remaining rental obligations of certain canceled Sprint leases as a result of the T-Mobile US, Inc. and Sprint network consolidation. In connection with such canceled Sprint leases, the Company also recognized $57 million of accelerated prepaid rent amortization in the Company's Fiber segment during the three and six months ended June 30, 2023.

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. See note 12 for a discussion of the Company's restructuring plan, which includes discontinuing installation services as a Towers product offering. 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 services revenue recognized is based on an allocation of the transaction price among the performance obligations in a respective tenant contract based on estimated standalone selling price. The volume and mix of site development services may vary among tenant contracts and may include a combination of some or all of the above performance obligations. Amounts are billed per contractual milestones, with payments generally due within 45

CROWN CASTLE INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)

(Tabular dollars in millions, except per share amounts)

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 on the Company's condensed consolidated statement of operations and comprehensive income (loss). 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. Generally, the services the Company provides to its tenants have a duration of one year or less.

Additional Information on Revenues

As of ~~both~~ January 1, 2023 and ~~March 31,~~June 30, 2023, $2.3 billion and $2.4 billion of unrecognized revenues, respectively, were 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, 2023, approximately ~~$166~~$360 million of the January 1, 2023 unrecognized revenues balance was recognized as revenues. As of January 1, 2022, $2.6 billion of unrecognized revenues were 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 revenues balance was recognized as revenues.

The following table is a summary of the contracted amounts owed to the Company by tenants pursuant to tenant contracts in effect as of ~~March 31,~~June 30, 2023.

Nine Months Ending December 31, Years Ending December 31,
2023 2024 2025 2026 2027 Thereafter Total
Contracted amounts(a)
$ 3,671 $ 4,479 $ 4,140 $ 4,022 $ 3,976 $ 19,160 $ 39,448


	Six Months Ending December 31,		Years Ending December 31,
	2023		2024		2025		2026		2027		Thereafter		Total
Contracted amounts(a)	$	2,472	$	4,522	$	4,173	$	4,042	$	3,988	$	19,166	$	38,363

(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.

CROWN CASTLE INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)

(Tabular dollars in millions, except per share amounts)

4.Debt and Other Obligations

~~See note 12 for a discussion of the Company's issuance of the April 2023 Senior Notes (as defined in note 12) and the use of the net proceeds therefrom.~~

The table below sets forth the Company's debt and other obligations as of ~~March 31,~~June 30, 2023.


		Original Issue Date		Final Maturity Date(a)		Balance as of March 31, 2023			Balance as of December 31, 2022		Stated Interest Rate as of March 31, 2023(a)(b)				Original Issue Date		Final Maturity Date(a)		Balance as of June 30, 2023			Balance as of December 31, 2022		Stated Interest Rate as of June 30, 2023(a)(b)
Secured Notes, Series 2009-1, Class A-2	Secured Notes, Series 2009-1, Class A-2	July 2009		Aug. 2029		$	45		$	47	9.0	%		Secured Notes, Series 2009-1, Class A-2	July 2009		Aug. 2029		$	43		$	47	9.0	%
Tower Revenue Notes, Series 2015-2	Tower Revenue Notes, Series 2015-2	May 2015		May 2045	(c)	698			698		3.7	%		Tower Revenue Notes, Series 2015-2	May 2015		May 2045	(c)	698			698		3.7	%
Tower Revenue Notes, Series 2018-2	Tower Revenue Notes, Series 2018-2	July 2018		July 2048	(c)	745			745		4.2	%		Tower Revenue Notes, Series 2018-2	July 2018		July 2048	(c)	745			745		4.2	%
Finance leases and other obligations	Finance leases and other obligations	Various	(d)	Various	(d)	257			246		Various		(d)	Finance leases and other obligations	Various	(d)	Various	(d)	266			246		Various		(d)
Total secured debt	Total secured debt					1,745			1,736					Total secured debt					1,752			1,736
2016 Revolver	2016 Revolver	Jan. 2016		July 2027		1,434		(e)	1,305		5.9	%	(f)	2016 Revolver	Jan. 2016		July 2027		679		(e)	1,305		6.3	%	(f)
2016 Term Loan A	2016 Term Loan A	Jan. 2016		July 2027		1,184			1,192		6.0	%	(f)	2016 Term Loan A	Jan. 2016		July 2027		1,177			1,192		6.3	%	(f)
Commercial Paper Notes	Commercial Paper Notes	Various	(g)	Various	(g)	717		(g)	1,241		5.6	%		Commercial Paper Notes	Various	(g)	Various	(g)	218		(g)	1,241		5.9	%
3.150% Senior Notes	3.150% Senior Notes	Jan. 2018		July 2023		749			749		3.2	%		3.150% Senior Notes	Jan. 2018		July 2023		750		(h)	749		3.2	%
3.200% Senior Notes	3.200% Senior Notes	Aug. 2017		Sept. 2024		748			748		3.2	%		3.200% Senior Notes	Aug. 2017		Sept. 2024		748			748		3.2	%
1.350% Senior Notes	1.350% Senior Notes	June 2020		July 2025		497			497		1.4	%		1.350% Senior Notes	June 2020		July 2025		497			497		1.4	%
4.450% Senior Notes	4.450% Senior Notes	Feb. 2016		Feb. 2026		897			896		4.5	%		4.450% Senior Notes	Feb. 2016		Feb. 2026		897			896		4.5	%
3.700% Senior Notes	3.700% Senior Notes	May 2016		June 2026		747			747		3.7	%		3.700% Senior Notes	May 2016		June 2026		747			747		3.7	%
1.050% Senior Notes	1.050% Senior Notes	Feb. 2021		July 2026		993			992		1.1	%		1.050% Senior Notes	Feb. 2021		July 2026		994			992		1.1	%
4.000% Senior Notes	4.000% Senior Notes	Feb. 2017		Mar. 2027		497			497		4.0	%		4.000% Senior Notes	Feb. 2017		Mar. 2027		497			497		4.0	%
2.900% Senior Notes	2.900% Senior Notes	Mar. 2022		Mar. 2027		743			742		2.9	%		2.900% Senior Notes	Mar. 2022		Mar. 2027		743			742		2.9	%
3.650% Senior Notes	3.650% Senior Notes	Aug. 2017		Sept. 2027		996			996		3.7	%		3.650% Senior Notes	Aug. 2017		Sept. 2027		996			996		3.7	%
5.000% Senior Notes	5.000% Senior Notes	Jan. 2023	(h)	Jan. 2028	(h)	990			—		5.0	%		5.000% Senior Notes	Jan. 2023		Jan. 2028		990			—		5.0	%
3.800% Senior Notes	3.800% Senior Notes	Jan. 2018		Feb. 2028		993			993		3.8	%		3.800% Senior Notes	Jan. 2018		Feb. 2028		994			993		3.8	%
4.800% Senior Notes														4.800% Senior Notes	Apr. 2023	(i)	Sept. 2028	(i)	593			—		4.8	%
4.300% Senior Notes	4.300% Senior Notes	Feb. 2019		Feb. 2029		595			594		4.3	%		4.300% Senior Notes	Feb. 2019		Feb. 2029		595			594		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		546			545		3.1	%
3.300% Senior Notes	3.300% Senior Notes	Apr. 2020		July 2030		740			739		3.3	%		3.300% Senior Notes	Apr. 2020		July 2030		740			739		3.3	%
2.250% Senior Notes	2.250% Senior Notes	June 2020		Jan. 2031		1,091			1,090		2.3	%		2.250% Senior Notes	June 2020		Jan. 2031		1,091			1,090		2.3	%
2.100% Senior Notes	2.100% Senior Notes	Feb. 2021		Apr. 2031		989			989		2.1	%		2.100% Senior Notes	Feb. 2021		Apr. 2031		990			989		2.1	%
2.500% Senior Notes	2.500% Senior Notes	June 2021		July 2031		742			742		2.5	%		2.500% Senior Notes	June 2021		July 2031		742			742		2.5	%
5.100% Senior Notes														5.100% Senior Notes	Apr. 2023	(i)	May 2033	(i)	742			—		5.1	%
2.900% Senior Notes	2.900% Senior Notes	Feb. 2021		Apr. 2041		1,234			1,233		2.9	%		2.900% Senior Notes	Feb. 2021		Apr. 2041		1,234			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		396			396		5.2	%		5.200% Senior Notes	Feb. 2019		Feb. 2049		396			396		5.2	%
4.000% Senior Notes	4.000% Senior Notes	Aug. 2019		Nov. 2049		346			346		4.0	%		4.000% Senior Notes	Aug. 2019		Nov. 2049		346			346		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					20,587			19,993					Total unsecured debt					20,666			19,993
Total debt and other obligations	Total debt and other obligations					22,332			21,729					Total debt and other obligations					22,418			21,729
Less: current maturities of debt and other obligations	Less: current maturities of debt and other obligations					819			819					Less: current maturities of debt and other obligations					819			819
Non-current portion of debt and other long-term obligations	Non-current portion of debt and other long-term obligations					$	21,513		$	20,910				Non-current portion of debt and other long-term obligations					$	21,599		$	20,910

(a)See the 2022 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)Represents the weighted-average stated interest rate, as applicable.

(c)If the Tower Revenue Notes, Series 2015-2 and Series 2018-2 (collectively, "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 governing the terms of such notes) 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, 2023, 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.

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

(e)As of ~~March 31,~~June 30, 2023, the undrawn availability under the Company's senior unsecured revolving credit facility ("2016 Revolver") was ~~$5.5~~$6.3 billion. ~~See note 12.~~

(f)Both the 2016 Revolver and the senior unsecured term loan A facility ("2016 Term Loan A" and, collectively, "2016 Credit Facility") bear interest, at the Company's option, at either (1) Term SOFR plus (i) a credit spread adjustment of 0.10% per annum and (ii) 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

CROWN CASTLE INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)

(Tabular dollars in millions, except per share amounts)

spread based on the Company's senior unsecured debt rating. The Company pays 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 2022 Form 10-K, including note 7 to the consolidated financial statements, for information regarding potential adjustments to such percentages.

(g)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, 2023, the Company had net issuances of $717 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.

(h)In ~~January~~July 2023, the Company repaid in full the 3.150% Senior Notes on the contractual maturity date.

(i)In April 2023, the Company issued ~~$1.0 billion~~$600 million aggregate principal amount of ~~5.000%~~4.800% senior unsecured notes due ~~January~~September 2028 ~~("January~~and $750 million aggregate principal amount of 5.100% senior unsecured notes due May 2033 (collectively, "April 2023 Senior Notes"). The Company used the net proceeds from the ~~January~~April 2023 Senior Notes offering to repay a portion of the outstanding indebtedness under the 2016 Revolver and pay related fees and expenses.

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, 2023, 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
2023 2024 2025 2026 2027 Thereafter
Scheduled principal payments and
final maturities
$ 1,520 (a) $ 832 $ 594 $ 2,773 $ 4,678

$ 12,091 $ 22,488 $ (156) $ 22,332


	Six Months Ending December 31,			Years Ending December 31,										Total Cash Obligations		Unamortized Adjustments, Net		Total Debt and Other Obligations Outstanding
	2023			2024		2025		2026		2027		Thereafter
Scheduled principal payments and final maturities	$	1,002	(a)	$	835	$	596	$	2,774	$	3,924	$	13,452	$	22,583	$	(165)	$	22,418

(a)Predominately consists of outstanding indebtedness under the CP Program as discussed in footnote (g) of the preceding table and $750 million aggregate principal amount of 3.150% senior unsecured notes ("3.150% Senior Notes"). due July 2023. In July 2023, the Company repaid in full the 3.150% Senior Notes on the contractual maturity date.

Purchases and Redemptions of Long-Term Debt

There were no purchases and redemptions of long-term debt during the ~~three~~six months ended ~~March 31,~~June 30, 2023.

Interest Expense and Amortization of Deferred Financing Costs, Net

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


		Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022				2023		2022		2023		2022
Interest expense on debt obligations	Interest expense on debt obligations	$	198	$	160		Interest expense on debt obligations	$	205	$	161	$	403	$	322
Amortization of deferred financing costs and adjustments on long-term debt	Amortization of deferred financing costs and adjustments on long-term debt	7		7			Amortization of deferred financing costs and adjustments on long-term debt	7		7		14		13
Capitalized interest	Capitalized interest	(3)		(3)			Capitalized interest	(4)		(3)		(7)		(6)
Total	Total	$	202	$	164		Total	$	208	$	165	$	410	$	329

5.Fair Value Disclosures


		Level in Fair Value Hierarchy		March 31, 2023						December 31, 2022						Level in Fair Value Hierarchy			June 30, 2023						December 31, 2022
			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		$	187		$	187		$	156		$	156	Cash and cash equivalents	1			$	276		$	276		$	156		$	156
Restricted cash, current and non-current	Restricted cash, current and non-current	1		201			201			171			171		Restricted cash, current and non-current	1			212			212			171			171

Liabilities:	Liabilities:														Liabilities:
Total debt and other obligations	Total debt and other obligations	2		22,332			20,403			21,729			19,554		Total debt and other obligations	2			22,418			20,344			21,729			19,554

The fair values of cash and cash equivalents and restricted cash approximate the carrying values. 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, 2022, there have been no changes in the Company's valuation techniques used to measure fair values.

CROWN CASTLE INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)

(Tabular dollars in millions, except per share amounts)

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 may be subject to certain federal, state, local and foreign taxes on its income, including (1) taxes on any undistributed income and (2) taxes related to the TRSs. 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, 2023 and 2022, 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~~six months ended ~~March 31,~~June 30, 2023 and 2022, 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 ("RSUs") as determined under the treasury stock method.


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2023			2022			2023		2022		2023		2022
Net income (loss)	Net income (loss)		$	418		$	421	Net income (loss)	$	455	$	421	$	874	$	842

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			433		Basic weighted-average number of common stock outstanding	434		433		433		433
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		1		1
Diluted weighted-average number of common shares outstanding	Diluted weighted-average number of common shares outstanding		434			434		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:
Basic	Basic		$	0.97		$	0.97	Basic	$	1.05	$	0.97	$	2.02	$	1.95
Diluted	Diluted		$	0.97		$	0.97	Diluted	$	1.05	$	0.97	$	2.01	$	1.94

Dividends/distributions declared per share of common stock	Dividends/distributions declared per share of common stock		$	1.565		$	1.470	Dividends/distributions declared per share of common stock	$	1.565	$	1.470	$	3.130	$	2.940

During the ~~three~~six months ended ~~March 31,~~June 30, 2023, the Company granted one million RSUs to the Company's executives and certain other 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. All of the claims have been resolved without any material payment by the Company.

~~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. The Company and certain of its subsidiaries are also contingently liable for commitments or performance guarantees arising in the ordinary course of business, including certain letters of credit or surety bonds. In addition, as mentioned in note 1, the Company has the 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.

CROWN CASTLE INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)

(Tabular dollars in millions, except per share amounts)

9.Equity

Declaration and Payment of Dividends

During the ~~three~~six months ended ~~March 31,~~June 30, 2023, 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 7, 2023

March 15, 2023

March 31, 2023

1.565

681

Common Stock

February 7, 2023

March 15, 2023

March 31, 2023

1.565

681

Common Stock

May 1, 2023

June 15, 2023

June 30, 2023

1.565

681

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

See also note 12 for a discussion of the Company's common stock dividend declared in ~~May~~July 2023.

Purchases of the Company's Common Stock

For the ~~three~~six months ended ~~March 31,~~June 30, 2023, the Company purchased 0.2 million shares of its common stock utilizing ~~$28~~$29 million in cash. The shares of common stock purchased relate to shares withheld in connection with the payment of withholding taxes upon vesting of RSUs.

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. See note 12 for a discussion of the Company's restructuring plan, which includes discontinuing installation services as a Towers product offering. The Fiber segment provides access, including space or capacity, to the Company's approximately (1) 120,000 small cells on air or under contract and (2) 85,000 route miles of fiber primarily supporting small cells 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 (loss). 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, net 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, net recorded in consolidated services and other costs of operations. The Company defines segment operating profit (loss) as segment site rental gross margin plus segment services and other gross margin, and segment other operating (income) expense, less segment selling, general and administrative expenses. 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~~six months ended ~~March 31,~~June 30, 2023 and 2022. 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 ~~certain selling, general and administrative expenses,~~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, net, gains (losses) on retirement of long-term obligations, interest income, other income (expense), ~~and~~ stock-based compensation expense, net and

CROWN CASTLE INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)

(Tabular dollars in millions, except per share amounts)

certain selling, general and administrative expenses, and (2) reconciles segment operating profit (loss) 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.


		Three Months Ended March 31, 2023								Three Months Ended March 31, 2022									Three Months Ended June 30, 2023								Three Months Ended June 30, 2022
		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	$	1,081	$	543			$	1,624	$	1,075	$	501			$	1,576	Segment site rental revenues	$	1,080	$	648			$	1,728	$	1,078	$	489			$	1,567
Segment services and other revenues	Segment services and other revenues	146		3				149		163		3				166		Segment services and other revenues	124		15				139		164		3				167
Segment revenues	Segment revenues	1,227		546				1,773		1,238		504				1,742		Segment revenues	1,204		663				1,867		1,242		492				1,734
Segment site rental costs of operations	Segment site rental costs of operations	234		172				406		225		162				387		Segment site rental costs of operations	243		171				414		232		162				394
Segment services and other costs of operations	Segment services and other costs of operations	99		2				101		109		2				111		Segment services and other costs of operations	92		3				95		107		2				109
Segment costs of operations(a)(b)	Segment costs of operations(a)(b)	333		174				507		334		164				498		Segment costs of operations(a)(b)	335		174				509		339		164				503
Segment site rental gross margin	Segment site rental gross margin	847		371				1,218		850		339				1,189		Segment site rental gross margin	837		477				1,314		846		327				1,173
Segment services and other gross margin	Segment services and other gross margin	47		1				48		54		1				55		Segment services and other gross margin	32		12				44		57		1				58
Segment selling, general and administrative expenses(b)	Segment selling, general and administrative expenses(b)	31		49				80		28		47				75		Segment selling, general and administrative expenses(b)	30		51				81		28		46				74
Segment operating profit (loss)	Segment operating profit (loss)	863		323				1,186		876		293				1,169		Segment operating profit (loss)	839		438				1,277		875		282				1,157
Other selling, general and administrative expenses(b)	Other selling, general and administrative expenses(b)					$	82	82						$	74	74		Other selling, general and administrative expenses(b)					$	88	88						$	79	79
Stock-based compensation expense, net	Stock-based compensation expense, net					41		41						39		39		Stock-based compensation expense, net					50		50						44		44
Depreciation, amortization and accretion	Depreciation, amortization and accretion					431		431						420		420		Depreciation, amortization and accretion					445		445						427		427
Interest expense and amortization of deferred financing costs, net	Interest expense and amortization of deferred financing costs, net					202		202						164		164		Interest expense and amortization of deferred financing costs, net					208		208						165		165
Other (income) expenses to reconcile to income (loss) before income taxes(c)	Other (income) expenses to reconcile to income (loss) before income taxes(c)					5		5						45		45		Other (income) expenses to reconcile to income (loss) before income taxes(c)					24		24						16		16
Income (loss) before income taxes	Income (loss) before income taxes							$	425							$	427	Income (loss) before income taxes							$	462							$	426
Capital expenditures	Capital expenditures	$	50	$	279	$	12	$	341	$	47	$	222	$	12	$	281	Capital expenditures	$	61	$	306	$	12	$	379	$	45	$	247	$	11	$	303
Total assets (at period end)	Total assets (at period end)	$	22,185	$	16,091	$	778	$	39,054	$	22,330	$	15,839	$	882	$	39,051	Total assets (at period end)	$	21,973	$	16,166	$	903	$	39,042	$	22,286	$	15,859	$	868	$	39,013

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

(b)Segment costs of operations excludes (1) stock-based compensation expense, net of $8$9 million and $7 million for the three months ended ~~March 31,~~June 30, 2023 and 2022, respectively, and (2) prepaid lease purchase price adjustments of $4 million for each of the three months ended ~~March 31,~~June 30, 2023 and 2022. Segment selling, general and administrative expenses and other selling, general and administrative expenses exclude stock-based compensation expense, net of ~~$33~~$41 million and ~~$32~~$37 million for the three months ended ~~March 31,~~June 30, 2023 and 2022, respectively.

(c)See condensed consolidated statement of operations and comprehensive income (loss) for further information.

CROWN CASTLE INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)

(Tabular dollars in millions, except per share amounts)


	Six Months Ended June 30, 2023								Six Months Ended June 30, 2022
	Towers		Fiber		Other		Consolidated Total		Towers		Fiber		Other		Consolidated Total
Segment site rental revenues	$	2,161	$	1,191			$	3,352	$	2,153	$	990			$	3,143
Segment services and other revenues	270		18				288		327		6				333
Segment revenues	2,431		1,209				3,640		2,480		996				3,476
Segment site rental costs of operations	477		343				820		458		323				781
Segment services and other costs of operations	191		5				196		216		4				220
Segment costs of operations(a)(b)	668		348				1,016		674		327				1,001
Segment site rental gross margin	1,684		848				2,532		1,695		667				2,362
Segment services and other gross margin	79		13				92		111		2				113
Segment selling, general and administrative expenses(b)	61		100				161		56		93				149
Segment operating profit (loss)	1,702		761				2,463		1,750		576				2,326
Other selling, general and administrative expenses(b)					$	170	170						$	153	153
Stock-based compensation expense					91		91						83		83
Depreciation, amortization and accretion					876		876						847		847
Interest expense and amortization of deferred financing costs, net					410		410						329		329
Other (income) expenses to reconcile to income (loss) before income taxes(c)					28		28						61		61
Income (loss) before income taxes							$	888							$	853
Capital expenditures	$	111	$	585	$	24	$	720	$	92	$	469	$	23	$	584

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

(b)Segment costs of operations excludes (1) stock-based compensation expense, net of $17 million and $14 million for the six months ended June 30, 2023 and 2022, respectively, and (2) prepaid lease purchase price adjustments of $8 million for each of the six months ended June 30, 2023 and 2022. Segment selling, general and administrative expenses and other selling, general and administrative expenses exclude stock-based compensation expense, net of $74 million and $69 million for the six months ended June 30, 2023 and 2022, respectively.

(c)See condensed consolidated statement of operations and comprehensive income (loss) for further information.

11.Supplemental Cash Flow Information

The following table is a summary of the Company's supplemental cash flow information for the ~~three~~six months ended ~~March 31,~~June 30, 2023 and 2022:


		Three Months Ended March 31,					Six Months Ended June 30,
		2023		2022			2023		2022
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)	$	142	$	139	Cash payments related to operating lease liabilities(a)	$	284	$	278
Interest paid	Interest paid	249		225		Interest paid	367		324
Income taxes paid (refunded)		(2)		—
Income taxes paid						Income taxes paid	10		9
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	30		140		New ROU assets obtained in exchange for operating lease liabilities	28		155
Increase (decrease) in accounts payable for purchases of property and equipment	Increase (decrease) in accounts payable for purchases of property and equipment	2		(8)		Increase (decrease) in accounts payable for purchases of property and equipment	16		(7)
Purchase of property and equipment under finance leases and installment land purchases	Purchase of property and equipment under finance leases and installment land purchases	21		1		Purchase of property and equipment under finance leases and installment land purchases	39		10

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

CROWN CASTLE INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)

(Tabular dollars in millions, except per share amounts)

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, 2023		December 31, 2022			June 30, 2023		December 31, 2022
Cash and cash equivalents	Cash and cash equivalents	$	187	$	156	Cash and cash equivalents	$	276	$	156
Restricted cash, current	Restricted cash, current	196		166		Restricted cash, current	207		166
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	$	388	$	327	Cash, cash equivalents and restricted cash	$	488	$	327

12.Subsequent Events

Common Stock Dividend

On ~~May 1,~~July 21, 2023, the Company's board of directors declared a quarterly cash dividend of $1.565 per common share. The quarterly dividend will be payable on ~~June 30,~~September 29, 2023 to common stockholders of record as of ~~June~~September 15, 2023.

~~April 2023 Senior Notes Offering~~Restructuring Plan

On ~~April 26,~~July 24, 2023, the Company ~~issued $600~~initiated a restructuring plan ("Plan") as part of its efforts to reduce costs to better align the Company's operational needs with lower tower activity. The Plan includes reducing the Company's total employee headcount by approximately 15%, discontinuing installation services as a Towers product offering while continuing to offer site development services on Company towers, and consolidating office space. In connection with the Plan, the Company estimates it will incur aggregate restructuring and related charges of approximately $120 million, ~~aggregate principal amount~~most of ~~4.800% senior unsecured notes due 2028~~which the Company expects to incur in the third and ~~$750 million aggregate principal amount~~fourth quarters of 5.100% senior unsecured notes due 2033 (collectively, "April 2023 Senior Notes"). The Company used the net proceeds from the April 2023 Senior Notes offering to repay a portion of the outstanding indebtedness under the 2016 Revolver and pay related fees and expenses.2023.

1516

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 2022 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 40,000 towers and other structures, such as rooftops (collectively, "towers"), (2) approximately 120,000 small cells on air or under contract and (3) approximately 85,000 route miles of fiber primarily supporting small cells and fiber solutions.

Our towers have a significant presence in each of the top 100 basic trading areas ("BTAs"), and the majority of our small cells and fiber assets are located in major metropolitan areas, including a presence within every major U.S. market. Site rental revenues represented ~~92%~~93% of our ~~first~~second quarter 2023 consolidated net revenues, of which ~~67%~~63% and ~~33%~~37% were from our Towers segment and Fiber segment, respectively. Within our Fiber segment, ~~71%~~53% and ~~29%~~47% of our ~~first~~second quarter 2023 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.

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 through our shared communications infrastructure model provide a comprehensive, efficient and cost-effective solution for our wireless tenants' growing networks. Additionally, we believe our ability to share our fiber assets across multiple tenants to both deploy 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):

1617

◦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 and continuing 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. See note 12 to our condensed consolidated financial statements for a discussion of our restructuring plan, which includes discontinuing installation services as a Towers product offering.

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 net taxable income that is currently distributed to our stockholders.

◦To remain qualified and be 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")

◦We had discretionary capital expenditures of ~~$326~~$687 million for the ~~three~~six months ended ~~March 31,~~June 30, 2023, 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

◦Our wireless tenant contracts have initial terms of five to 15 years, with contractual escalators and multiple renewal periods of five to 10 years each, exercisable at the option of the tenant.

◦Our fiber solutions tenant contracts' initial terms generally vary between three to 20 years.

1718

◦As of ~~March 31,~~June 30, 2023, our weighted-average remaining term was approximately six years, exclusive of renewals exercisable at the tenants' option, currently representing approximately ~~$39.4~~$38.4 billion of expected future cash inflows.

•Majority of our revenues from large wireless carriers

◦For the ~~three~~six months ended ~~March 31,~~June 30, 2023, approximately three-fourths of our site rental revenues were derived from T-Mobile, AT&T and Verizon Wireless.

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

◦For the ~~three~~six months ended ~~March 31,~~June 30, 2023, approximately 90% of our towers site rental gross margin and approximately 80% of our towers site rental gross margin was 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 represented 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

◦For the ~~three~~six months ended ~~March 31,~~June 30, 2023, 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, 2023, after giving effect to ~~our $600 million aggregate principal amount~~the repayment of ~~4.800% senior unsecured notes due 2028 and~~our $750 million aggregate principal amount of ~~5.100%~~3.150% senior unsecured notes ~~due 2033 (collectively, "April 2023~~("3.150% Senior Notes") ~~and the use of~~utilizing proceeds ~~therefrom,~~from our 2016 Revolver, our outstanding debt had a weighted-average interest rate of ~~3.7%~~3.8% and weighted-average maturity of approximately ~~nine~~eight years (assuming anticipated repayment dates on certain debt).

◦As of ~~March 31,~~June 30, 2023, after giving effect to the repayment of our ~~April 2023~~3.150% Senior Notes, ~~offering and the use of proceeds therefrom, 91%~~88% of our debt had fixed rate coupons.

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

•During 2023, we completed the following financing activities (see note 4 to our condensed consolidated financial statements)

◦In January 2023, we issued $1.0 billion aggregate principal amount of 5.000% senior unsecured notes due 2028 ("January 2023 Senior Notes"). We used the net proceeds from the January 2023 Senior Notes offering to repay a portion of the outstanding indebtedness under the 2016 Revolver and pay related fees and expenses.

◦In April 2023, we issued ~~the April~~$600 million aggregate principal amount of 4.800% senior unsecured notes due 2028 and $750 million aggregate principal amount of 5.100% senior unsecured notes due 2033 (collectively, "April 2023 Senior ~~Notes.~~Notes"). We used the net proceeds from the April 2023 Senior Notes offering to repay a portion of the outstanding indebtedness under the 2016 Revolver and pay related fees and expenses.

◦In July 2023, we repaid all of the 3.150% Senior Notes on the contractual maturity date.

•Significant cash flows from operations

◦Net cash provided by operating activities was ~~$606 million~~$1.7 billion for the ~~three~~six months ended ~~March 31,~~June 30, 2023.

◦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 the ~~first~~second quarter of 2023, we paid a common stock dividend of $1.565 per share, totaling approximately ~~$686~~$681 million.

◦We currently expect our common stock dividends over the next 12 months to be a cumulative amount of at least $6.26 per share, or an aggregate amount of approximately $2.7 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 notes 9 and 12 to our condensed consolidated financial statements for further information regarding our common stock and dividends.

1819

Outlook Highlights

The following are certain highlights of our full year 2023 outlook that impact our business fundamentals described above.

•We expect that, when compared to full year 2022, our full year 2023 site rental revenues growth will be positively impacted by (1) tenant additions as large wireless carriers and fiber solutions tenants continue to focus on meeting the increasing demand for ~~data.~~

◦~~We expect that our Fiber segment site rental revenues will benefit from~~data and (2) payments made to satisfy remaining rental obligations for certain canceled Sprint leases, net of estimated non-renewals, as a result of the T-Mobile US, Inc. and Sprint network consolidation ("Sprint Cancellations")., substantially all of which were received in the first half of 2023.

•We expect to continue to invest a significant amount of our available capital in the form of discretionary capital expenditures for 2023 based on the anticipated returns on such discretionary investments.

◦We expect that our discretionary capital expenditures will increase as we accelerate the pace of small cell deployments.

•We also expect sustaining capital expenditures of approximately 2%1% of net revenues for full year 2023, consistent with historical annual levels.

See also "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a discussion of our interest rate risks.

Recent Developments

On July 24, 2023, we initiated a restructuring plan ("Plan") as part of our efforts to reduce costs to better align our operational needs with lower tower activity as discussed further in "Item 2. MD&A—Results of Operations." The Plan includes reducing the total employee headcount by approximately 15%, discontinuing installation services as a Towers product offering while continuing to offer site development services on our towers, and consolidating office space. See note 12 to our condensed consolidated financial statements for further discussion of the Plan.

Results of Operations

The following discussion of our results of operations should be read in conjunction with our condensed consolidated financial statements and the 2022 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 2022 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 (loss), including their respective definitions, and (4) Adjusted EBITDA, including its definition and a reconciliation to net income (loss).

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, 2023 and 2022 are depicted below.


(In millions of dollars)	(In millions of dollars)	Three Months Ended March 31,				(In millions of dollars)	Three Months Ended June 30,
		2023	2022	$ Change	% Change		2023	2022	$ Change	% Change
Site rental revenues:	Site rental revenues:					Site rental revenues:
Towers site rental revenues	Towers site rental revenues	$1,081	$1,075	+$6	+1%	Towers site rental revenues	$1,080	$1,078	+$2	—%
Fiber site rental revenues	Fiber site rental revenues	$543	$501	+$42	+8%	Fiber site rental revenues	$648	$489	+$159	+33%
Total site rental revenues	Total site rental revenues	$1,624	$1,576	+$48	+3%	Total site rental revenues	$1,728	$1,567	+$161	+10%
Segment site rental gross margin:	Segment site rental gross margin:					Segment site rental gross margin:
Towers site rental gross margin(a)	Towers site rental gross margin(a)	$847	$850	$(3)	—%	Towers site rental gross margin(a)	$837	$846	$(9)	(1)%
Fiber site rental gross margin(a)	Fiber site rental gross margin(a)	$371	$339	+$32	+9%	Fiber site rental gross margin(a)	$477	$327	+$150	+46%
Segment services and other gross margin:	Segment services and other gross margin:					Segment services and other gross margin:
Towers services and other gross margin(a)	Towers services and other gross margin(a)	$47	$54	$(7)	(13)%	Towers services and other gross margin(a)	$32	$57	$(25)	(44)%
Fiber services and other gross margin(a)	Fiber services and other gross margin(a)	$1	$1	$—	—%	Fiber services and other gross margin(a)	$12	$1	+$11	+1,100%
Segment operating profit (loss):	Segment operating profit (loss):					Segment operating profit (loss):
Towers operating profit (loss)(a)	Towers operating profit (loss)(a)	$863	$876	$(13)	(1)%	Towers operating profit (loss)(a)	$839	$875	$(36)	(4)%
Fiber operating profit (loss)(a)	Fiber operating profit (loss)(a)	$323	$293	+$30	+10%	Fiber operating profit (loss)(a)	$438	$282	+$156	+55%
Net income (loss)	Net income (loss)	$418	$421	$(3)	(1)%	Net income (loss)	$455	$421	+$34	+8%
Adjusted EBITDA(b)	Adjusted EBITDA(b)	$1,104	$1,095	+$9	+1%	Adjusted EBITDA(b)	$1,188	$1,078	+$110	+10%

(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 (loss).

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

1921

Site rental revenues grew ~~$48~~$161 million, or 3%10%, for the three months ended ~~March 31,~~June 30, 2023 compared to the three months ended ~~March 31,~~June 30, 2022. 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)Core leasing activity and non-renewals include ~~$48~~$106 million and $2$6 million, respectively, of payments received from and non-renewals associated with Sprint Cancellations, respectively.

(c)Prepaid rent amortization includes amortization of upfront payments received from long-term tenants and other deferred credits. Prepaid rent amortization includes $57 million of accelerated prepaid rent amortization associated with the Sprint Cancellations.

(d)Represents the contribution from recent acquisitions until the one-year anniversary of such acquisitions.

Towers site rental revenues and Towers site rental gross margin for the ~~first~~second quarter of 2023 were $1.1 billion and ~~increased by $6~~$837 million, ~~or 1%, from~~respectively, compared to $1.1 billion ~~during~~and $846 million, respectively, in the same period in the prior year. The decrease in Towers site rental ~~revenues were impacted by the following items, inclusive~~gross margin was primarily due to higher Towers site rental costs of straight-line accounting: tenant additions across our entire portfolio, renewals or extensions of tenant contracts, escalations and non-renewals of tenant contracts. Tenant additions were influenced by our tenants' ongoing efforts to improve network quality and capacity.operations, including ground lease agreements that contain contingent payment provisions such as consumer price index ("CPI")-based escalations.

Fiber site rental revenues and Fiber site rental gross margin for the ~~first~~second quarter of 2023 were ~~$543~~$648 million and $477 million, respectively, and increased by ~~$42~~$159 million ~~or 8%,~~and $150 million, respectively, from ~~$501 million during~~ the same period in the prior year. Both Fiber site rental revenues and Fiber site rental gross margin were predominately impacted by ~~$48~~$106 million of payments and $57 million of accelerated prepaid rent amortization, offset by $6 million of non-renewals, each related to the Sprint Cancellations.

Towers site rental gross margin was $847 million in the first quarter of 2023 compared to $850 million in the first quarter of 2022. The decrease was related to the previously-mentioned 1% increase in Towers site rental revenues being fully offset by the increase in site rental costs of operations. Fiber site rental gross margin was $371 million in the first quarter of 2023 compared to $339 million in the first quarter of 2022. The increase in Fiber site rental gross margin was predominately related to the previously-mentioned 8% increase in Fiber site rental revenues.

Towers services and other gross margin was ~~$47~~$32 million for the ~~first~~second quarter of 2023 and decreased by $7$25 million from ~~$54~~$57 million during the same period in the prior year, which is a reflection of the lower 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 tenant contracts. See note 12 to our condensed consolidated financial statements for a discussion of the Plan, which includes discontinuing installation services as a Towers product offering.

Fiber services and other gross margin was $12 million for the second quarter of 2023 and increased by $11 million from $1 million during the same period in the prior year primarily as a result of site abandonment fees associated with the Sprint Cancellations.

Selling, general and administrative expenses for the ~~first~~second quarter of 2023 were ~~$195~~$210 million and increased by ~~$14~~$20 million, or 8%11%, from ~~$181~~$190 million during the same period in the prior year. This increase was primarily related to ~~certain expenses, including travel~~increases in employee-related costs (including stock-based compensation) and ~~facilities, returning to their pre-pandemic levels following our return to the office~~increased investment in ~~February 2022.~~information technology.

2022

Towers operating profit (loss) for the ~~first~~second quarter of 2023 decreased by ~~$13~~$36 million, or 1%4%, from the same period in the prior ~~year. The decrease in Towers operating profit (loss) was primarily related to~~year as a result of the previously-mentioned decreases in both Towers site rental gross margin and Towers services and other gross margin.

Fiber operating profit (loss) for the ~~first~~second quarter of 2023 increased by ~~$30~~$156 million, or ~~10%~~55%, from the same period in the prior ~~year. The increase in Fiber operating profit (loss) was primarily related to~~year as a result of the previously-mentioned increase in both Fiber site rental gross margin and Fiber services and other gross margin.

Depreciation, amortization and accretion was ~~approximately $431~~$445 million for ~~first~~second quarter of 2023 and increased by ~~$11~~$18 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, net were ~~$202~~$208 million for the ~~first~~second quarter of 2023 and increased by ~~$38~~$43 million, or ~~23%~~26%, from ~~$164~~$165 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, 2016 Revolver and outstanding Commercial Paper Notes, 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 for a further discussion of our debt and "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our interest rate exposure.

For the ~~first~~second quarter of 2023 and 2022, 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 2022 Form 10-K.

Net income (loss) was ~~$418~~$455 million ~~during~~for the ~~first~~second quarter of 2023 compared to $421 million during the ~~first~~second quarter of 2022. The ~~decrease~~increase was ~~predominately~~primarily related to anthe previously-mentioned increase in Fiber operating profit (loss), partially offset by the previously-mentioned decrease in Towers services and other gross margin and the previously-mentioned increase in expenses, including (1) selling, general and administrative expenses, ~~and~~ (2) depreciation, amortization and accretion and (3) interest expense and amortization of deferred financing costs, ~~net, partially offset by the previously-mentioned increase in Fiber operating profit (loss).~~net.

Adjusted EBITDA increased $9by $110 million, or 1%10%, from the ~~first~~second quarter of 2022 to the ~~first~~second quarter of 2023, reflecting the previously-mentioned increase in Fiber operating profit (loss), partially offset by the previously-mentioned decrease in Towers services and other gross margin and the previously-mentioned increase in selling, general and administrative expenses.

Highlights of our results of operations for the six months ended June 30, 2023 and 2022 are depicted below.


(In millions of dollars)	Six Months Ended June 30,
	2023	2022	$ Change	% Change
Site rental revenues:
Towers site rental revenues	$2,161	$2,153	+$8	—%
Fiber site rental revenues	$1,191	$990	+$201	+20%
Total site rental revenues	$3,352	$3,143	+$209	+7%
Segment site rental gross margin:
Towers site rental gross margin(a)	$1,684	$1,695	$(11)	(1)%
Fiber site rental gross margin(a)	$848	$667	+$181	+27%
Segment services and other gross margin:
Towers services and other gross margin(a)	$79	$111	$(32)	(29)%
Fiber services and other gross margin(a)	$13	$2	+$11	+550%
Segment operating profit (loss):
Towers operating profit (loss)(a)	$1,702	$1,750	$(48)	(3)%
Fiber operating profit (loss)(a)	$761	$576	+$185	+32%
Net income (loss)	$874	$842	+$32	+4%
Adjusted EBITDA(b)	$2,292	$2,173	+$119	+5%

(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 (loss).

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

Site rental revenues grew $209 million, or 7%, for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. This growth was predominately comprised of the factors depicted in the chart below:

(In millions of dollars)

(b)Core leasing activity and non-renewals include $154 million and $8 million, respectively, of payments received from and non-renewals associated with Sprint Cancellations, respectively.

(c)Prepaid rent amortization includes amortization of up-front payments received from long-term tenants and other deferred credits. Prepaid rent amortization includes $57 million of accelerated prepaid rent amortization associated with the Sprint Cancellations.

(d)Represents the contribution from recent acquisitions until the one-year anniversary of such acquisitions.

Towers site rental revenues and Towers site rental gross margin for the first six months of 2023 were $2.2 billion and $1.7 billion, respectively, compared to $2.2 billion and $1.7 billion, respectively, in the same period in the prior year. The decrease in Towers site rental gross margin was primarily due to higher Towers site rental costs of operations, including ground lease agreements that contain contingent payment provisions such as CPI-based escalations.

Fiber site rental revenues and Fiber site rental gross margin for the first six months of 2023 were $1.2 billion and $848 million, respectively, and increased by $201 million and $181 million, respectively, from the same period in the prior year. Both Fiber site rental revenues and Fiber site rental gross margin were predominately impacted by $154 million of payments and $57 million of accelerated prepaid rent amortization, offset by $8 million of non-renewals, each related to the Sprint Cancellations.

Towers services and other gross margin was $79 million for the first six months of 2023 and decreased by $32 million from $111 million during the same period in the prior year, which is a reflection of the lower 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 tenant contracts. See note 12 to our condensed consolidated financial statements for a discussion of the Plan, which includes discontinuing installation services as a Towers product offering.

Fiber services and other gross margin was $13 million for the first six months of 2023 and increased by $11 million from $2 million during the same period in the prior year primarily as a result of site abandonment fees associated with the Sprint Cancellations.

Selling, general and administrative expenses for the first six months of 2023 were $405 million and increased by $34 million, or 9%, from $371 million during the same period in the prior year. The increase was primarily related to increases in employee-related costs (including stock-based compensation), increased investment in information technology and certain other expenses, including travel and facilities, returning to their pre-pandemic levels following our return to the office in February 2022.

Towers operating profit (loss) for the first six months of 2023 decreased by $48 million, or 3%, from the same period in the prior year as a result of the previously-mentioned decreases in both Towers site rental gross margin and Towers services and other gross margin.

Fiber operating profit (loss) for the first six months of 2023 increased by $185 million, or 32%, from the same period in the prior year as a result of the previously-mentioned increase in both Fiber site rental gross margin and Fiber services and other gross margin.

Depreciation, amortization and accretion was $876 million for the first six months of 2023 and increased by $29 million, or 3%, 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, net were $410 million for the first six months of 2023 and increased by $81 million, or 25%, from $329 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, 2016 Revolver and outstanding Commercial Paper Notes, 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 for a further discussion of our debt and "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our interest rate exposure.

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 during the first six months of 2022. See note 4 to our condensed consolidated financial statements.

For the first six months of 2023 and 2022, 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 2022 Form 10-K.

Net income (loss) was $874 million for the first six months of 2023 compared to $842 million during the first six months of 2022. The increase was primarily related to the previously-mentioned increase in Fiber operating profit (loss), partially offset by the previously-mentioned decrease in Towers services and other gross margin and the previously-mentioned increase in expenses, including (1) selling, general and administrative expenses, (2) depreciation, amortization and accretion and (3) interest expense and amortization of deferred financing costs, net.

Adjusted EBITDA increased by $119 million, or 5%, from the first six months of 2022 to the first six months of 2023, reflecting the previously-mentioned increase in Fiber operating profit (loss), partially offset by the previously-mentioned decrease in Towers services and other gross margin and the previously-mentioned increase in selling, general and administrative expenses.

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 cash generated by operating activities and cash available from financing capacity, such as the use of our availability under our 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. Our contractual debt maturities over the next 12 months, after giving effect to the repayment of our 3.150% Senior Notes utilizing proceeds from our 2016 Revolver, consist of (1) Commercial Paper Notes, of which we had ~~$577~~$782 million outstanding as of ~~May 1,~~July 31, 2023 ~~(2) $750 million aggregate principal amount of 3.150% senior unsecured notes ("3.150% Senior Notes")~~ and ~~(3)~~(2) principal payments on certain outstanding debt. Amounts available under our CP Program may be repaid and re-issued from time to time and we intend to maintain available commitments under our 2016 Revolver in an amount at least equal to the amount of Commercial Paper Notes outstanding.

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 2022 Form 10-K.

Liquidity Position. The following is a summary of our capitalization and liquidity position as of ~~March 31,~~June 30, 2023, after giving effect to the repayment of our ~~April 2023~~3.150% Senior ~~Notes offering and the use of the net proceeds therefrom.~~Notes. See "Item 3. Quantitative and Qualitative Disclosures About Market Risk" and note 4 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)	$	~~388~~488
Undrawn 2016 Revolver availability(b)	~~6,862~~5,612
Debt and other long-term obligations (current and non-current)	~~22,332~~22,338
Total equity	~~7,223~~7,046

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

(b)Availability at any point in time is subject to certain restrictions based on the maintenance of financial covenants contained in our 2016 Credit Facility. See the 2022 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. See note 4 to our condensed consolidated financial statements.

Over the next 12 months:

•Our liquidity sources may include (1) cash on hand, (2) cash generated by our operating activities, (3) 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 ~~$1.5~~$1.0 billion (consisting of Commercial Paper ~~Notes, the 3.150% Senior~~ Notes and principal payments on certain outstanding debt), (2) cumulative common stock dividend payments expected to be at least $6.26 per share, or an aggregate amount of approximately $2.7 billion (see "Item 2. MD&A—Highlights of Business Fundamentals and Results") ~~and~~, (3) capital ~~expenditures.~~expenditures and (4) restructuring and related charges associated with the Plan described in note 12 to our condensed consolidated financial statements. We may also purchase shares of our common stock. Additionally, amounts available under our CP Program may be repaid and re-issued from time to time and we intend to maintain available commitments under our 2016 Revolver in an amount at least equal to the amount of Commercial Paper Notes outstanding. During the next 12 months, while our liquidity uses are expected to exceed our cash generated 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,
(In millions of dollars) 2023 2022 Change
Net increase (decrease) in cash, cash equivalents, and restricted cash:
Operating activities $ 606 $ 558 $ 48
Investing activities (407) (289) (118)
Financing activities (139) (253) 114
Net increase (decrease) in cash, cash equivalents, and restricted cash $ 60 $ 16 $ 44

2226

Summary Cash Flow Information


	Six Months Ended June 30,
(In millions of dollars)	2023		2022		Change
Net increase (decrease) in cash, cash equivalents and restricted cash:
Operating activities	$	1,725	$	1,337	$	388
Investing activities	(806)		(609)		(197)
Financing activities	(758)		(748)		(10)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	161	$	(20)	$	181

Operating Activities

Net cash provided by operating activities of ~~$606 million~~$1.7 billion for the first ~~three~~six months of 2023 increased by ~~$48~~$388 million, or 9%29%, compared to the first ~~three~~six months of 2022, due primarily to a net increase from changes in working capital and 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 ~~$407~~$806 million for the first ~~three~~six months of 2023 increased by ~~$118~~$197 million, or ~~41%~~32%, from the first ~~three~~six months of 2022 primarily as a result of payments for acquisitions in our Towers segment and increased discretionary capital expenditures in our Fiber segment.

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.

A summary of our capital expenditures for the ~~three~~six months ended ~~March 31,~~June 30, 2023 and 2022 is as follows:


		For the Three Months Ended																	For the Six Months Ended
		March 31, 2023								March 31, 2022									June 30, 2023								June 30, 2022
(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:
Communications infrastructure improvements and other capital projects(a)	Communications infrastructure improvements and other capital projects(a)	$	33	$	272	$	6	$	311	$	35	$	209	$	6	$	250	Communications infrastructure improvements and other capital projects(a)	$	67	$	570	$	12	$	649	$	62	$	444	$	11	$	517
Purchases of land interests	Purchases of land interests	15		—		—		15		10		—		—		10		Purchases of land interests	38		—		—		38		25		—		—		25
Sustaining	Sustaining	2		7		6		15		2		13		6		21		Sustaining	6		15		12		33		5		25		12		42
Total	Total	$	50	$	279	$	12	$	341	$	47	$	222	$	12	$	281	Total	$	111	$	585	$	24	$	720	$	92	$	469	$	23	$	584

(a)Towers segment includes ~~$10~~$20 million and ~~$16~~$23 million of capital expenditures incurred during the ~~three~~six months ended ~~March 31,~~June 30, 2023 and 2022, 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 2023 compared to the same period in 2022. See also "Item 2. MD&A—General Overview—Outlook Highlights" for our expectations surrounding 2023 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 $6.26 per share over the next 12 months, or an aggregate amount of approximately $2.7 billion), (2) purchasing our common stock or (3) purchasing, repaying, or redeeming our debt. See notes 4 9 and 129 to our condensed consolidated financial statements.

Net cash used for financing activities of ~~$139~~$758 million for the first ~~three~~six months of 2023 ~~decreased~~increased by ~~$114~~$10 million from the first ~~three~~six months of 2022 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—Highlights of Business Fundamentals and Results" and notes 4 and 9 to our condensed consolidated financial statements for further information.

The net proceeds of the ~~January~~April 2023 Senior Notes were used to repay a portion of the outstanding indebtedness under the 2016 Revolver and pay related fees and expenses.

Credit Facility. The proceeds from our 2016 Revolver may be used for general corporate purposes, which may include the financing of capital expenditures, acquisitions, the repayment or repurchase of any outstanding indebtedness and purchases of our common stock. As of ~~May 1,~~July 31, 2023, ~~there was no~~we had an outstanding balance of $670 million and ~~$7.0~~$6.3 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 4 to our condensed consolidated financial statements for additional information regarding our Credit Facility.

Commercial Paper Program. The proceeds from our Commercial Paper Notes may be used for general corporate purposes, which may include the financing of capital expenditures, acquisitions, the repayment or repurchase of any outstanding indebtedness and purchases of our common stock. As of ~~May 1,~~July 31, 2023, there was ~~$577~~$782 million outstanding under our CP Program. See note 4 to our condensed consolidated financial statements for further information regarding 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, redemptions and repayments of debt.

Common Stock Activity. See 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 2016 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 2022 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.

2428

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, 2022 are described in "Item 7. MD&A—Accounting and Reporting Matters" and in note 2 of our consolidated financial statements in the 2022 Form 10-K.

Accounting Pronouncements

Recently Adopted Accounting Pronouncements. See note 2 to our condensed consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted. See note 2 to our condensed consolidated financial statements.

Non-GAAP and Segment Financial Measures

We use earnings before interest, taxes, depreciation, amortization and accretion, as adjusted ("Adjusted EBITDA"), which is a non-GAAP financial measure, as an indicator of consolidated financial performance. Our measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including companies in the 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), 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 net income (loss) 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 (loss). Management compensates for these limitations by considering the economic effect of the excluded expense items independently as well as in connection with their analysis of net income (loss).

We define Adjusted EBITDA as net income (loss) plus restructuring charges (credits), asset write-down charges, acquisition and integration costs, depreciation, amortization and accretion, amortization of prepaid lease purchase price adjustments, interest expense and amortization of deferred financing costs, net, (gains) losses on retirement of long-term obligations, net (gain) loss on interest rate swaps, (gains) losses on foreign currency swaps, impairment of available-for-sale securities, interest income, other (income) expense, (benefit) provision for income taxes, cumulative effect of a change in accounting principle, stock-based compensation expense, net and net (gain) loss from disposal of discontinued operations, net of tax. The reconciliation of Adjusted EBITDA to our net income (loss) is set forth below:


(In millions of dollars)		Three Months Ended March 31,
		2023		2022
(In millions of dollars; components may not sum to totals due to rounding)						(In millions of dollars; components may not sum to totals due to rounding)	Three Months Ended June 30,				Six Months Ended June 30,
							2023		2022		2023		2022
Net income (loss)	Net income (loss)	$	418	$	421	Net income (loss)	$	455	$	421	$	874	$	842
Adjustments to increase (decrease) net income (loss):	Adjustments to increase (decrease) net income (loss):					Adjustments to increase (decrease) net income (loss):
Asset write-down charges	Asset write-down charges	—		14		Asset write-down charges	22		9		22		23

Acquisition and integration costs						Acquisition and integration costs	1		1		1		1
Depreciation, amortization and accretion	Depreciation, amortization and accretion	431		420		Depreciation, amortization and accretion	445		427		876		847
Amortization of prepaid lease purchase price adjustments	Amortization of prepaid lease purchase price adjustments	4		4		Amortization of prepaid lease purchase price adjustments	4		4		8		8
Interest expense and amortization of deferred financing costs, net	Interest expense and amortization of deferred financing costs, net	202		164		Interest expense and amortization of deferred financing costs, net	208		165		410		329
(Gains) losses on retirement of long-term obligations	(Gains) losses on retirement of long-term obligations	—		26		(Gains) losses on retirement of long-term obligations	—		—		—		26
Interest income	Interest income	(2)		—		Interest income	(5)		—		(7)		(1)
Other (income) expense	Other (income) expense	3		1		Other (income) expense	2		2		4		4
(Benefit) provision for income taxes	(Benefit) provision for income taxes	7		6		(Benefit) provision for income taxes	7		5		14		11
Stock-based compensation expense, net	Stock-based compensation expense, net	41		39		Stock-based compensation expense, net	50		44		91		83
Adjusted EBITDA(a)	Adjusted EBITDA(a)	$	1,104	$	1,095	Adjusted EBITDA(a)	$	1,188	$	1,078	$	2,292	$	2,173

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

2529

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

•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 (loss), 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, net 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, net recorded in consolidated services and other costs of operations. We define segment operating profit (loss) as segment site rental gross margin plus segment services and other gross margin, and segment other operating (income) expense, less segment selling, general and administrative expenses. 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.

2630

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following section updates "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" in the 2022 Form 10-K and should be read in conjunction with that report as well as our condensed consolidated financial statements.

Interest Rate Risk

Our interest rate risk as of ~~March 31,~~June 30, 2023 relates primarily to the impact of interest rate movements on the following, after giving effect to the repayment of our ~~April 2023~~3.150% Senior Notes ~~offering and the use of the net~~utilizing proceeds ~~therefrom:~~

•~~the potential refinancing of~~from our ~~$22.3 billion of existing debt outstanding as of March 31, 2023;~~2016 Revolver:

•our ~~2.0~~$2.7 billion of floating rate debt as of ~~March 31,~~June 30, 2023, which represented approximately 9%12% of our total debt as of ~~March 31,~~June 30, 2023; and

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

~~Over the past 14 months,~~Since March 2022, the Federal Reserve has repeatedly raised the federal funds rate ~~nine times~~ for a cumulative increase of ~~4.75%~~5.25%. Further increases in the federal funds rate could increase our costs of borrowing. See also "Item 1A. Risk Factors" in the 2022 Form 10-K for a discussion of risks stemming from interest rate increases.

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, 2023, after giving effect to the repayment of our ~~April 2023~~3.150% Senior Notes, ~~offering and the use of the net proceeds therefrom,~~ we had ~~2.0~~2.7 billion of floating rate debt. As a result, a hypothetical unfavorable fluctuation in market interest rates on our existing debt of 1/4 of a percent point over a 12-month period would increase our interest expense by approximately $5$7 million.

Future Principal Payments and Interest Rates. 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,~~June 30, 2023, after giving effect to the repayment of our ~~April 2023~~3.150% Senior ~~Notes offering and the use of the net proceeds therefrom.~~Notes. 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 and 5 to our condensed consolidated financial statements and the 2022 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)	2023				2024			2025			2026			2027			Thereafter			Total			Fair Value(a)		(In millions of dollars)	2023				2024			2025			2026			2027			Thereafter			Total			Fair Value(a)
Debt:	Debt:																									Debt:
Fixed rate(b)	Fixed rate(b)	$	780			$	787		$	534		$	2,682		$	2,278		$	13,441		$	20,502		$	18,415	Fixed rate(b)	$	19			$	790		$	536		$	2,683		$	2,279		$	13,452		$	19,759		$	17,521
Average interest rate(b)(c)(d)	Average interest rate(b)(c)(d)	3.2		%		3.3		%	1.6		%	3.0		%	3.5		%	4.2		%	3.8		%			Average interest rate(b)(c)(d)	4.7		%		3.3		%	1.6		%	3.0		%	3.5		%	4.2		%	3.8		%
Variable rate(e)	Variable rate(e)	$	740		(f)	$	45		$	60		$	91		$	1,066		$	—		$	2,002		$	2,002	Variable rate(e)	$	233		(f)	$	45		$	60		$	91		$	2,315		$	—		$	2,744		$	2,744
Average interest rate(e)	Average interest rate(e)	5.6		%		4.7		%	4.0		%	3.9		%	3.9		%	—		%	4.6		%			Average interest rate(e)	5.9		%		6.0		%	4.9		%	4.6		%	4.5		%	—		%	4.7		%

(a)The fair value of our debt is based on indicative quotes, 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 (see footnote (d) below). 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) below).

(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 2022 Excess Cash Flow of the issuers of the Tower Revenue Notes was approximately $1.0 billion. 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 2022 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 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.

2731

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, 2023, 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.

ITEM 1A.RISK FACTORS

There are no material changes to the risk factors discussed in "Item 1A. Risk Factors" in the 2022 Form 10-K.

ITEM 5.OTHER INFORMATION

None.

ITEM 6.EXHIBITS

Exhibit Index
Incorporated by Reference
Exhibit
Number Exhibit Description Form File Number Date of Filing Exhibit Number
3.1
Composite Restated Certificate of Incorporation of Crown Castle Inc.
10-K 001-16441 February 24, 2023 3.1
3.2
Certificate of Correction of Restated Certificate of Incorporation of Crown Castle Inc., dated February 23, 2023
10-K 001-16441 February 24, 2023 3.2
3.3
Amended and Restated By-Laws of Crown Castle Inc., dated August 1, 2022
10-Q 001-16441 August 5, 2022 3.3
4.1
Eighth Supplemental Indenture dated January 11, 2023, between Crown Castle Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated February 11, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 5.000% Senior Notes due 2028
8-K 001-16441 January 11, 2023 4.1
4.2
Ninth Supplemental Indenture dated April 26, 2023, between Crown Castle Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated February 11, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 4.800% Senior Notes due 2028 and 5.100% Senior Notes due 2033
8-K 001-16441 April 26, 2023 4.1
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 March 31, 2023, 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 March 31, 2023, formatted in Inline XBRL — — — —


		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File Number	Date of Filing	Exhibit Number
3.1*	Restated Certificate of Incorporation of Crown Castle Inc., dated July 25, 2023	—	—	—	—
3.2	Amended and Restated By-Laws of Crown Castle Inc., dated August 1, 2022	10-Q	001-16441	August 5, 2022	3.3
4.1	Ninth Supplemental Indenture dated April 26, 2023, between Crown Castle Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated February 11, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 4.800% Senior Notes due 2028 and 5.100% Senior Notes due 2033	8-K	001-16441	April 26, 2023	4.1
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, 2023, 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, 2023, formatted in Inline XBRL	—	—	—	—

* Filed herewith.

† Furnished herewith.

2933

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 INC.

Date:

~~May 3,~~August 2, 2023

By:

/s/ DANIEL K. SCHLANGER

Daniel K. Schlanger

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

Date:

~~May 3,~~August 2, 2023

By:

/s/ ROBERT S. COLLINS

Robert S. Collins

Vice President and Controller

(Principal Accounting Officer)

3034


		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)	7
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1617
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2731
ITEM 4.	CONTROLS AND PROCEDURES	2832
PART II—OTHER INFORMATION		2933
ITEM 1.	LEGAL PROCEEDINGS	2933
ITEM 1A.	RISK FACTORS	2933
ITEM 5.	OTHER INFORMATION	33
ITEM 6.	EXHIBITS	2933
EXHIBIT INDEX		2933
SIGNATURES		3034


	Nine Months Ending December 31,		Years Ending December 31,
	2023		2024		2025		2026		2027		Thereafter		Total
Contracted amounts(a)	$	3,671	$	4,479	$	4,140	$	4,022	$	3,976	$	19,160	$	39,448