CROWN CASTLE INC

Previous wording

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 105,000 small cell nodes either currently generating revenue or under contract and (3) approximately 90,000 route miles of fiber primarily supporting small cells and fiber solutions.

Current wording

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 105,000 small cell nodes either currently generating revenue or under contract and (3) approximately 90,000 route miles of fiber primarily supporting small cells and fiber solutions. Our towers, small cells and fiber solutions 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 provides access, including space or capacity, to its communications infrastructure via long-term contracts in various forms, including lease, license, sublease and service agreements (collectively, "tenant contracts").

Previous wording

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 96% of our third quarter 2024 consolidated net revenues, of which 67% and 33% were from our Towers segment and Fiber segment, respectively. Within our Fiber segment, 64% and 36% of our third quarter 2024 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.

Current wording

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 in most major U.S. markets.

Previous wording

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:

Current wording

As a leading provider of towers 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 towers, (2) returning a meaningful portion of our cash generated by operating activities to our common stockholders in the form of dividends and share repurchases and (3) investing capital efficiently to grow cash flows. Our strategy is based, in part, on our belief that the U.S. is the most attractive market in the world for towers. We measure our efforts to create "long-term stockholder value" by the combined payments of dividends to stockholders and growth in our per-share results. The key elements of our strategy are to:

Previous wording

•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.

Current wording

•Grow cash flows from our existing towers. We are focused on maximizing the recurring site rental cash flows generated from providing our tenants with long-term access to our towers, 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 towers provide an efficient and cost-effective solution for our wireless tenants' growing networks that provides an opportunity to generate cash flows and increase stockholder return.

Previous wording

•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.

Current wording

•Return cash generated by operating activities to stockholders in the form of dividends and share repurchases. We believe that distributing a meaningful portion of our cash generated by operating activities appropriately provides 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 stockholders.

Previous wording

•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):

Current wording

•Invest capital efficiently to grow cash flows. In addition to adding tenants to our existing towers, 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. These investments include acquisition of land interests, making improvements and structural enhancements to our existing towers, and constructing and acquiring new towers that we expect will generate future cash flow growth and attractive long-term returns by adding tenants to those assets over time.

Previous wording

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 services within our Towers segment.

Current wording

Our strategy to create long-term stockholder value is based on our belief that there will be considerable future demand for our towers 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 towers will continue, will result in growth of our cash flows due to tenant additions on our existing towers, and will create other growth opportunities for us, such as demand for newly constructed or acquired towers, 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 services.

Previous wording

◦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).

Current wording

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

Previous wording

◦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, artificial intelligence and video communications), (7) the availability of additional spectrum and (8) increased government initiatives to support connectivity throughout the U.S.

Current wording

◦We expect existing and potential new tenant demand for our towers 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, (6) the adoption of other bandwidth-intensive applications (such as cloud services, artificial intelligence and video communications), (7) the availability of additional spectrum and (8) increased government initiatives to support connectivity throughout the U.S.

Previous wording

◦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.

Current wording

◦We expect U.S. wireless carriers will continue to focus on improving network quality and expanding capacity (including through 5G initiatives). We believe our towers provide an efficient and cost-effective solution to our wireless tenants' growing infrastructure needs.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

•Substantially all of our towers can accommodate additional tenancy, either as currently constructed or with appropriate modifications.

Previous wording

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

Current wording

•Investing capital efficiently to grow cash flows (see also"Item 2. MD&A—General Overview—Strategy")

Previous wording

◦We had discretionary capital expenditures of $874 million for the nine months ended September 30, 2024, predominately resulting from the construction of new communications infrastructure and improvements to existing communications infrastructure in order to support additional tenants.

Current wording

◦We had discretionary capital expenditures of $33 million for the three months ended March 31, 2025. The capital expenditures predominately related to improvements to existing towers in order to support additional tenants.

Previous wording

◦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. See note 12 to our condensed consolidated financial statements for a discussion of the 2024 Restructuring Plan (as defined below), which contemplates, among others, an increase in return thresholds on new growth opportunities and a reduction in projected Fiber capital expenditures for full year 2024.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

◦As of September 30, 2024, our weighted-average remaining term was approximately six years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $36.6 billion of expected future cash inflows.

Current wording

◦As of March 31, 2025, our weighted-average remaining term was approximately six years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $29.6 billion of expected future cash inflows.

Previous wording

◦For the nine months ended September 30, 2024, approximately three-fourths of our site rental revenues were derived from T-Mobile, AT&T and Verizon Wireless.

Current wording

◦For the three months ended March 31, 2025, approximately 89% of our site rental revenues were derived from T-Mobile, AT&T and Verizon Wireless.

Previous wording

◦For the nine months ended September 30, 2024, 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.

Current wording

◦For the three months ended March 31, 2025, 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.

Previous wording

◦For the nine months ended September 30, 2024, sustaining capital expenditures represented approximately 1% of net revenues.

Current wording

◦For the three months ended March 31, 2025, sustaining capital expenditures represented approximately 1% of net revenues.

Previous wording

◦As of September 30, 2024, our outstanding debt had a weighted-average interest rate of 3.9% and weighted-average maturity of approximately seven years (assuming anticipated repayment dates on certain debt).

Current wording

◦As of March 31, 2025, our outstanding debt had a weighted-average interest rate of 3.9% and weighted-average maturity of approximately six years (assuming anticipated repayment dates on certain debt).

Previous wording

◦As of September 30, 2024, 90% of our debt had fixed rate coupons.

Current wording

◦As of March 31, 2025, 89% of our debt had fixed rate coupons.

Previous wording

◦Net cash provided by operating activities was $2.1 billion for the nine months ended September 30, 2024.

Current wording

◦Net cash provided by operating activities was $641 million for the three months ended March 31, 2025.

Previous wording

◦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.

Current wording

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

Previous wording

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

Current wording

•Returning cash flows provided by operations to stockholders in the form of dividends and share repurchases.

Previous wording

◦During each of the first three quarters of 2024, we paid a common stock dividend of $1.565 per share, totaling approximately $2.0 billion.

Current wording

◦During the three months ended March 31, 2025, we paid a common stock dividend of $1.565 per share, totaling approximately $690 million.

Previous wording

◦In June 2024, we initiated a restructuring plan ("2024 Restructuring Plan," and together with 2023 Restructuring Plan, "Restructuring Plans") as part of our efforts to drive operational efficiencies, enhance returns by increasing return thresholds on new growth opportunities and reduce operating costs and capital expenditures, with a primary focus on our Fiber segment. See note 12 to our condensed consolidated financial statements and"Item 2. MD&A—Results of Operations" for further discussion of the 2024 Restructuring Plan.

Current wording

◦In June 2024, we initiated a restructuring plan ("2024 Restructuring Plan," and together with 2023 Restructuring Plan, "Restructuring Plans") as part of our efforts to drive operational efficiencies, enhance returns by increasing return thresholds on new growth opportunities and reduce operating costs and capital expenditures, with a primary focus on our small cells and fiber solutions businesses. See note 13 to our condensed consolidated financial statements and"Item 2. MD&A—Results of Operations" for further discussion of the 2024 Restructuring Plan.

Previous wording

•In December 2023, we announced a strategic and operating review of our Fiber segment. While the strategic review remains underway, in the second quarter of 2024, we concluded our operating review and implemented changes to our operating plans based on the findings. See note 12 to our condensed consolidated financial statements and"Item 2. MD&A—Outlook Highlights" for further discussion of the 2024 Restructuring Plan; in addition, see note 13 to our condensed consolidated financial statements and"Item 2. MD&A—Outlook Highlights"for further discussion of the cancellation of approximately 7,000 greenfield small cell nodes.

Current wording

•In December 2023, we announced a strategic and operating review of our Fiber Business, and in the second quarter of 2024, we concluded our operating review and implemented changes to our operating plans based on the findings. Additionally, in March 2025, we concluded the strategic review following the announcement of the Strategic Fiber Transaction, as discussed above. See note 13 to our condensed consolidated financial statements and"Item 2. MD&A—Outlook Highlights" for further discussion of the 2024 Restructuring Plan; in addition, see note 3 to our condensed consolidated financial statements and"Item 2. MD&A—Overview"for further discussion of the pending sale of the Fiber Business.

Previous wording

•We expect that, when compared to full year 2023, our full year 2024 site rental revenues growth will be positively impacted by tenant additions, as large wireless carriers and fiber solutions tenants continue to focus on meeting the increasing demand for data. We expect a year over year reduction in site rental revenues related to (1) the payments received from T-Mobile in 2023 compared to 2024 which were made in satisfaction of remaining rental obligations for certain canceled Sprint leases ("Sprint Cancellations"), as a result of the T-Mobile US, Inc. and Sprint network consolidation and (2) a decline in long-term deferred revenue amortization.

Current wording

•We expect a year over year reduction in site rental revenues related to (1) higher towers non-renewals in 2025, which are expected to reduce site rental revenues by approximately $200 million, as a result of the T-Mobile US, Inc. and Sprint network consolidation ("Sprint Cancellations") and (2) a decline in long-term prepaid rent amortization.

Previous wording

•We also expect sustaining capital expenditures of approximately 1% of net revenues for full year 2024, consistent with historical annual levels.

Current wording

•We also expect sustaining capital expenditures of approximately 1% of net revenues for full year 2025, relatively consistent with historical annual levels.

Previous wording

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 2023 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).

Current wording

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 2024 Form 10-K). See"Item 2. MD&A—Accounting and Reporting Matters—Non-GAAP Financial Measures" for a discussion of our use of (1) Adjusted EBITDA, (2) Adjusted Site Rental Gross Margin and (3) Adjusted Services and Other Gross Margin, including their respective definitions and reconciliations to net income (loss).

Previous wording

(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."

Current wording

(a)See reconciliations of these non-GAAP financial measures to Net income (loss) and definitions included in"Item 2. MD&A—Accounting and Reporting Matters—Non-GAAP Financial Measures."

Previous wording

Site rental revenues increased $16 million, or 1%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This increase was predominately comprised of the factors depicted in the chart below:

Current wording

Site rental revenues decreased $57 million, or 5%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This decrease was predominately comprised of the factors depicted in the chart below:

Previous wording

(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, and change in payments for Sprint Cancellations.

Current wording

(a)Represents site rental revenues growth from tenant additions 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.

Previous wording

Towers site rental revenues and Towers site rental gross margin for the third quarter of 2024 were $1.1 billion and $823 million, respectively, compared to $1.1 billion and $838 million, respectively, in the same period in the prior year. The decrease of $11 million and $15 million in Towers site rental revenue and Towers site rental gross margin, respectively, was primarily due to a decrease in prepaid rent amortization, as new leasing activity and contractual cash escalators were substantially offset by a decline in the associated straight-line accounting adjustment.

Current wording

Site rental revenues and Adjusted Site Rental Gross Margin for the first quarter of 2025 were $1.0 billion and $776 million, respectively, compared to $1.1 billion and $829 million, respectively, in the same period in the prior year. The decrease of $57 million and $53 million in site rental revenue and Adjusted Site Rental Gross Margin, respectively, was primarily due to higher towers non-renewals as a result of the Sprint Cancellations, as well as a decrease in prepaid rent amortization, as new leasing activity and contractual cash escalators were substantially offset by a decline in the associated straight-line accounting adjustment.

Previous wording

Towers services and other gross margin was $29 million for the third quarter of 2024 and increased by $4 million from $25 million during the same period in the prior year, which is a reflection of the volume of activity from carriers' network enhancements and the volume and mix of services and other work. Our services and other offerings are of a variable nature as these revenues are not under long-term tenant contracts. See note 12 to our condensed consolidated financial statements for a discussion of the 2023 Restructuring Plan, which included discontinuing installation services as a Towers product offering.

Current wording

Adjusted Services and Other Gross Margin was $22 million for the first quarter of 2025 and increased by $4 million from $18 million during the same period in the prior year, which is a reflection of the volume of activity from carriers' network enhancements and the volume and mix of services and other work. Our services and other offerings are of a variable nature as these revenues are not under long-term tenant contracts.

Previous wording

Selling, general and administrative expenses for the third quarter of 2024 were $153 million and decreased by $23 million, or 13%, from $176 million during the same period in the prior year. This decrease was primarily related to a decrease in employee- and facility-related costs as a result of our aforementioned restructuring activities.

Current wording

Selling, general and administrative expenses for the first quarter of 2025 were $93 million and decreased by $21 million, or 18%, from $114 million during the same period in the prior year. This decrease was primarily related to a decrease in employee- and facility-related costs as a result of our aforementioned restructuring activities, as well as the absence of certain advisory fees related to the strategic review of the Fiber Business.

Previous wording

Depreciation, amortization and accretion was $432 million for third quarter of 2024 and decreased by $7 million, or 2%, from the same period in the prior year. This decrease predominately resulted from certain site rental contracts and tenant relationships intangible assets becoming fully amortized.

Current wording

Depreciation, amortization and accretion was $177 million for first quarter of 2025 and decreased by $14 million, or 7%, from the same period in the prior year. This decrease predominately resulted from certain site rental contracts and tenant relationships intangible assets becoming fully amortized.

Previous wording

Interest expense and amortization of deferred financing costs, net were $236 million for the third quarter of 2024 and increased by $19 million, or 9%, from $217 million during the same period in the prior year. The increase predominately resulted from 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.

Current wording

Interest expense and amortization of deferred financing costs, net were $236 million for the first quarter of 2025 and increased by $10 million, or 4%, from $226 million during the same period in the prior year. The increase predominately resulted from an increase in our outstanding indebtedness due to the financing of our discretionary capital expenditures. See note 5 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.

Previous wording

The provision for income taxes was $5 million for the third quarter of 2024 and decreased by $2 million or 29%, from $7 million during the same period in the prior year. For the third quarter 2024 and 2023, 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 2023 Form 10-K.

Current wording

The provision for income taxes was $5 million for the first quarter of 2025 and decreased by $1 million, or 17%, from $6 million during the same period in the prior year. For the first quarter 2025 and 2024, the effective tax rate differs from the federal statutory rate predominately due to our REIT status, including the dividends paid deduction. See note 7 to our condensed consolidated financial statements and also note 9 to our consolidated financial statements in the 2024 Form 10-K.