CROWN CASTLE INC.
For the period ended Jun 30, 2026. Filed Aug 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 5, 2026
CCI$88.60-2.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001051470-26-000059
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001051470-26-000074
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 163 previous paragraphs and 189 current paragraphs.
100 unchanged; 53 reworded; 21 added; 9 removed; 1 previous and 15 current paragraphs rearranged.
Tables are not compared: 6 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (21)
Current report
▪All Commercial Paper Notes then-outstanding,
Current report
▪$750 million aggregate principal amount of 3.700% senior unsecured notes on the contractual maturity date on June 15, 2026, and
Current report
▪$530 million face value in open market debt repurchases of various series of unsecured senior notes for $500 million in cash, excluding accrued interest.
Current report
◦In July 2026, we repaid in full the $1.0 billion aggregate principal amount of 1.050% senior unsecured notes on the contractual maturity date also using a portion of the cash proceeds received from the completion of the Strategic Fiber Transaction.
Current report
◦Effective May 1, 2026, our board of directors authorized a stock repurchase program ("2026 Stock Repurchase Program") that authorized the us to repurchase up to $1.0 billion of its outstanding common stock. During the second quarter of 2026, using a portion of the proceeds received from the completion of the Strategic Fiber Transaction, we completed the 2026 Stock Repurchase Program, repurchasing approximately 11 million shares of common stock for an aggregate purchase price of $1.0 billion. These shares are held as treasury stock as of June 30, 2026.
Current report
◦The aforementioned open market repurchases of unsecured senior notes resulted in a gain on retirement of long-term obligations for 2026. In addition, interest income increased as sale proceeds were invested in interest-bearing accounts prior to usage.
Current report
Gains (losses) on retirement of long-term obligations were $24 million for the second quarter of 2026 compared to no gains (losses) during the same period in the prior year. This was driven by the aforementioned open market repurchases of debt completed during the second quarter of 2026 in which we repurchased $530 million face value of various series of unsecured senior notes using $500 million in cash, excluding accrued interest, offset by the write-off of unamortized deferred financing costs of $6 million.
Current report
Interest income was $18 million for the second quarter of 2026 compared to $4 million in the second quarter of 2025. Interest income increased primarily due to sale proceeds being invested in interest-bearing accounts prior to usage.
Current report
Income (loss) from continuing operations was $299 million for the second quarter of 2026 and increased by $34 million, or 13% from $265 million during the same period in the prior year. This increase was due primarily to the aforementioned decrease in interest expense and amortization of deferred financing costs, net, increases in gains (losses) on retirement of long-term obligations, and increases in interest income, being partially offset by the decrease in Adjusted Site Rental Gross Margin during the three months ended June 30, 2026.
Current report
Selling, general and administrative expenses for the first six months of 2026 were $187 million and decreased by $5 million, or 3%, from $192 million during the same period in the prior year. This decrease was primarily related to a decrease in employee costs as a result of our aforementioned restructuring activities.
Current report
There were $14 million in restructuring charges recorded in the first six months of 2026 related to the 2026 Restructuring Plan compared to no charges recorded during the same period in the prior year. See note 13 to our condensed consolidated financial statements for discussion of the 2026 Restructuring Plan.
Current report
Interest expense and amortization of deferred financing costs, net were $450 million for the first six months of 2026 and decreased by $29 million, or 6%, from $479 million during the same period in the prior year. The decrease was primarily driven by lower outstanding indebtedness following the use of a portion of the proceeds from the completion of the Strategic Fiber Transaction, including repayments of all then-outstanding indebtedness under our 2016 Credit Facility and Commercial Paper Program, repayment of the 3.700% senior unsecured notes at maturity in June 2026, and open market debt repurchases of certain senior unsecured notes. 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.
Current report
Gains (losses) on retirement of long-term obligations were $24 million for the first six months of 2026 compared to no gains (losses) during the same period in the prior year. This was driven by the aforementioned open market repurchases of debt completed during the second quarter of 2026 in which we repurchased $530 million face value of various series of unsecured senior notes using $500 million in cash, excluding accrued interest, offset by the write-off of unamortized deferred financing costs of $6 million.
Current report
Interest income was $22 million for the first six months of 2026 compared to $7 million in the first six months of 2025. Interest income increased primarily due to sale proceeds being invested in interest-bearing accounts prior to usage.
Current report
Income (loss) from continuing operations was $520 million for the first six months of 2026 compared to $549 million during the same period in the prior year. The decrease was primarily related to the aforementioned decrease in Adjusted Site Rental Gross Margin and increase in restructuring charges, which were partially offset by the aforementioned decreases in interest expense and amortization of deferred financing costs, net, increases in gains (losses) on retirement of long-term obligations, and increases in interest income.
Current report
Income (loss) from discontinued operations before gain (loss) from disposal, net of tax, was $350 million for the first six months of 2026 compared to $360 million during the same period in the prior year. The decrease was driven by the absence of activity in May and June of 2026 due to the closing of the Strategic Fiber Transaction on May 1, 2026, offset by the absence of depreciation and amortization expense during the first six months of 2026 compared to two and a half months of depreciation and amortization expense during the first six months of 2025 prior to the reclassification of the Fiber Business to "held for sale" which occurred on March 13, 2025. See"Item 2. MD&A—General Overview—Overview."
Current report
Gain (loss) from disposal of discontinued operations was $(625) million for the first six months of 2026 compared to $(1.1) billion during the same period in the prior year. The loss represents the excess of the carrying value of the Fiber Business over the purchase price, less estimated costs to sell. The loss in the first six months of 2025 was primarily related to the initial valuation allowance recorded in first quarter of 2025 upon reclassification of the Fiber Business as "held for sale" as well as continued ongoing investment in the Fiber Business during the second quarter of 2025. The loss in the first six months of 2026 related to the continued investment in the Fiber Business until the closing of the Strategic Fiber Transaction on May 1, 2026, as well as the impact of certain preliminary purchase price adjustments, which are subject to a post-closing settlement process.
Current report
Net income (loss) was $245 million for the first six months of 2026 compared to $(173) million during the first six months of 2025. The increase was primarily due to the change in income (loss) from discontinued operations, net of tax discussed above.
Current report
Adjusted EBITDA decreased by $78 million, or 5%, from the first six months of 2025 to the first six months of 2026, reflecting the aforementioned decrease in Adjusted Site Rental Gross Margin, partially offset by the aforementioned decrease in selling, general and administrative expenses.
Current report
Net cash provided by investing activities of $8.0 billion for the first six months of 2026 increased by $8.5 billion from the first six months of 2025 primarily as a result of an increase in net cash provided by investing activities from discontinued operations, resulting from the $8.4 billion in aggregate net cash proceeds received from the sale of the Fiber Business, offset by a decrease in capital expenditures for our discontinued operations as the Strategic Fiber Transaction was completed on May 1, 2026.
Current report
Common Stock Activity. During the three months ended June 30, 2026, we completed the 2026 Stock Repurchase Program using a portion of the proceeds from the Strategic Fiber Transaction, repurchasing approximately 11 million shares of common stock for an aggregate purchase price of $1.0 billion. See note 10 our condensed consolidated financial statements for further information regarding our 2026 Stock Repurchase Program, common stock and dividends. The shares that have been repurchased under the 2026 Stock Repurchase Program are held as treasury stock as of June 30, 2026.
Removed paragraphs (9)
Previous report
We own, operate and lease shared communications infrastructure that is geographically dispersed throughout the U.S., including (1) approximately 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 report
Our towers have a significant presence in each of the top 100 basic trading areas, 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 report
◦Effective May 1, 2026, our board of directors authorized a stock repurchase program ("2026 Stock Repurchase Program") that authorizes the repurchase, from time to time, of up to $1.0 billion of our outstanding common stock. The 2026 Stock Repurchase Program does not have a fixed expiration date and does not obligate the Company to acquire any specific number of shares. Repurchases may occur through open market transactions, including through plans complying with Rule 10b5‑1 or Rule 10b‑18 under the Exchange Act.
Previous report
(In millions of dollars)
Previous report
Restructuring charges in connection with the 2026 Restructuring Plan were $14 million for the first quarter of 2026. See note 13 to our condensed consolidated financial statements.
Previous report
Income (loss) from continuing operations was $220 million for the first quarter of 2026 and decreased by $64 million, or 23% from $284 million during the same period in the prior year. This decrease was due primarily to the aforementioned decrease in Adjusted Site Rental Gross Margin, increase in interest expense and amortization of deferred financing costs, net and the restructuring charges associated with the 2026 Restructuring Plan, being partially offset by the aforementioned decreases in depreciation, amortization, and accretion expense and selling, general and administrative expenses during the three months ended March 31, 2026.
Previous report
•Following the completion of the Strategic Fiber Transaction on May 1, 2026, the Company used approximately $3.3 billion of the cash proceeds from the Strategic Fiber Transaction to repay indebtedness, including all amounts then-outstanding under the 2016 Credit Facility. The Company anticipates using approximately $1.8 billion of the proceeds to repay outstanding Commercial Paper Notes as they mature during the second quarter of 2026. We expect to use the remaining proceeds from the Strategic Fiber Transaction for approximately $1.0 billion of share repurchases under the 2026 Stock Repurchase Program authorized by the board of directors on May 1, 2026, and approximately $2.1 billion of additional repayments of indebtedness over the remainder of 2026, subject to market conditions, and for general corporate purposes.
Previous report
Net cash used for investing activities of $313 million for the first three months of 2026 increased by $58 million, or 23%, from the first three months of 2025 primarily as a result of an increase in discretionary capital expenditures related to continuing and discontinued operations.
Previous report
Common Stock Activity. See note 10 to our condensed consolidated financial statements for further information regarding our common stock and dividends. As discussed above, pursuant to the 2026 Stock Repurchase Program, the Company intends to use approximately $1.0 billion of the cash proceeds received from the completion of the Strategic Fiber Transaction to repurchase shares in 2026, subject to market conditions. See note 14 to our condensed consolidated financial statements for further information regarding the 2026 Stock Repurchase Program.
Reworded paragraphs (53)
Previous wording
Site rental revenues represented 95% of our first quarter 2026 consolidated net revenues. The vast majority of our site rental revenues are of a recurring nature and are derived from long-term tenant contracts.
Current wording
We own, operate and lease approximately 40,000 towers and other structures, such as rooftops (collectively, "towers") that are geographically dispersed throughout the U.S. The customers on our towers are referred to herein as "tenants." We provide access, including space or capacity, to our towers via long-term contracts in various forms, including lease, license, sublease and service agreements (collectively, "tenant contracts"). Site rental revenues represented 96% of our second quarter 2026 consolidated net revenues. The vast majority of our site rental revenues are of a recurring nature and are derived from long-term tenant contracts. Our towers have a significant presence in each of the top 100 basic trading areas.
Previous wording
On March 13, 2025, management signed a definitive agreement ("Strategic Fiber Agreement") to sell our small cells and fiber solutions businesses, together with certain supporting assets and personnel ("Fiber Business"), with Zayo Group Holdings Inc. ("Zayo") acquiring the fiber solutions business and EQT Active Core Infrastructure fund ("EQT") acquiring the small cells business ("Strategic Fiber Transaction"). The Strategic Fiber Transaction was completed on May 1, 2026. The Company received aggregate cash proceeds of $8.4 billion, representing the gross contractual purchase price of $8.5 billion less the net impact of preliminary purchase price adjustments of $124 million, which are subject to a post-closing settlement process. See note 14 to our condensed consolidated financial statements for a further discussion of the completion of the Strategic Fiber Transaction.
Current wording
On March 13, 2025, management signed a definitive agreement ("Strategic Fiber Agreement") to sell our small cells and fiber solutions businesses, together with certain supporting assets and personnel ("Fiber Business"), with Zayo Group Holdings Inc. acquiring the fiber solutions business and EQT Active Core Infrastructure fund acquiring the small cells business ("Strategic Fiber Transaction"). The Strategic Fiber Transaction was completed on May 1, 2026. We received aggregate net cash proceeds of $8.4 billion, representing the gross contractual purchase price of $8.5 billion less the net impact of preliminary purchase price adjustments of $124 million, which are subject to a post-closing settlement process. See note 3 to our condensed consolidated financial statements for a further discussion.
Previous wording
As the Strategic Fiber Transaction represents a material strategic shift for the Company, the Fiber Business' results and net assets are presented herein as discontinued operations for all periods presented. Related to the classification of the Fiber Business as "held for sale", the Company recognized a loss from disposal of discontinued operations of $345 million and $830 million, inclusive of estimated transaction fees, for the three months ended March 31, 2026 and 2025, respectively. Through the completion of the Strategic Fiber Transaction on May 1, 2026, we continued to operate the Fiber Business in accordance with the Strategic Fiber Agreement.
Current wording
As the Strategic Fiber Transaction represents a material strategic shift, the Fiber Business' results and net assets are presented herein as discontinued operations for all periods presented until the completion on May 1, 2026. Related to the classification of the Fiber Business as "held for sale," during the three and six months ended June 30, 2026, we recognized a loss from disposal of discontinued operations of $280 million and $625 million, respectively, which primarily reflected additional investment in the Fiber Business until the closing date and the impact of preliminary purchase price adjustments, which are subject to a post-closing settlement process. During the three and six months ended June 30, 2025, we recognized a loss from disposal of discontinued operations of $252 million and $1,082 million, respectively. Through the completion of the Strategic Fiber Transaction on May 1, 2026, we continued to operate the Fiber Business in accordance with the Strategic Fiber Agreement.
Previous wording
Following the classification of the Fiber Business as discontinued operations, the Company has one reportable segment that constitutes consolidated results consisting of its towers operations. Unless otherwise noted, all activities and amounts reported below relate to the continuing operations of the Company and exclude activities and amounts related to discontinued operations. See notes 3 and 11 to our condensed consolidated financial statements for a discussion of discontinued operations and our operating segment.
Current wording
Following the classification of the Fiber Business as discontinued operations, we have one reportable segment that constitutes consolidated results consisting of our towers operations. Unless otherwise noted, all activities and amounts reported below relate to our continuing operations and exclude activities and amounts related to discontinued operations. See notes 3 and 11 to our condensed consolidated financial statements for a discussion of discontinued operations and our operating segment.
Previous 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 (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 tower investment with the greatest long-term growth potential. 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:
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 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 tower investment with the greatest long-term growth potential. 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
◦We had discretionary capital expenditures of $50 million for the three months ended March 31, 2026. The capital expenditures predominately related to improvements to existing towers to support additional tenants and purchases of land underneath our towers.
Current wording
◦We had discretionary capital expenditures of $102 million for the six months ended June 30, 2026. The capital expenditures predominately related to improvements to existing towers to support additional tenants and purchases of land underneath our towers.
Previous wording
◦As of March 31, 2026, our weighted-average remaining term was approximately five years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $23.2 billion of expected future cash inflows, exclusive of amounts due under the Master Lease Agreement and underlying agreements with DISH Wireless L.L.C ("DISH"). See"Item 2. MD&A-General Overview-Outlook Highlights" for further discussion.
Current wording
◦As of June 30, 2026, our weighted-average remaining term was approximately five years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $22.1 billion of expected future cash inflows, exclusive of amounts due under the Master Lease Agreement and underlying agreements with DISH Wireless L.L.C ("DISH"). See"Item 2. MD&A-General Overview-Outlook Highlights" for further discussion.
Previous wording
◦For the three months ended March 31, 2026, approximately 93% of our site rental revenues were derived from T-Mobile, AT&T and Verizon Wireless.
Current wording
◦For the six months ended June 30, 2026, approximately 93% of our site rental revenues were derived from T-Mobile, AT&T and Verizon Wireless.
Previous wording
◦For the three months ended March 31, 2026, approximately 90% of our towers Adjusted Site Rental Gross Margin and approximately 80% of our towers Adjusted 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 45% of our towers Adjusted Site Rental Gross Margin.
Current wording
◦For the six months ended June 30, 2026, approximately 90% of our towers Adjusted Site Rental Gross Margin and approximately 80% of our towers Adjusted 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 45% of our towers Adjusted Site Rental Gross Margin.
Previous wording
◦For the three months ended March 31, 2026, sustaining capital expenditures represented less than 1% of net revenues.
Current wording
◦For the six months ended June 30, 2026, sustaining capital expenditures represented less than 1% of net revenues.
Previous wording
•Debt portfolio with long-dated maturities extended over multiple years, with the vast majority of such debt having a fixed rate (see note 5 to our condensed consolidated financial statements and"Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt)
Current wording
•Debt portfolio with long-dated maturities extended over multiple years, with all debt having a fixed rate as of June 30, 2026 (see note 5 to our condensed consolidated financial statements and"Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt)
Previous wording
◦As of March 31, 2026, our outstanding debt had a weighted-average interest rate of 3.9% and weighted-average maturity of approximately six years (assuming the anticipated repayment date in July 2028 on the $750 million aggregate principal amount of 4.241% senior secured tower revenue notes ("Tower Revenue Notes, Series 2018-2").
Current wording
◦As of June 30, 2026, our outstanding debt had a weighted-average interest rate of 3.7% and weighted-average maturity of approximately seven years (assuming the anticipated repayment date in July 2028 on the $750 million aggregate principal amount of 4.241% senior secured tower revenue notes ("Tower Revenue Notes, Series 2018-2").
Previous wording
◦As of March 31, 2026, 79% of our debt had fixed rate coupons.
Current wording
◦As of June 30, 2026, 100% of our debt had fixed rate coupons.
Previous wording
◦Subsequent to March 31, 2026, we used a portion of the cash proceeds received from the completion of the Strategic Fiber Transaction on May 1, 2026 to repay outstanding indebtedness, including all amounts outstanding under the 2016 Revolver and 2016 Term Loan A (collectively, the "2016 Credit Facility") and anticipate using a portion of the proceeds to repay all Commercial Paper Notes outstanding as they mature throughout the second quarter of 2026. In addition, the Company entered into a new senior unsecured revolving credit facility with total commitments of $4.5 billion ("2026 Credit Facility"), which replaced the 2016 Credit Facility. See note 14 to our condensed consolidated financial statements.
Current wording
◦During the second quarter of 2026, we used a portion of the cash proceeds received from the completion of the Strategic Fiber Transaction on May 1, 2026 to repay then-outstanding indebtedness, including:
Previous wording
◦Net cash provided by operating activities was $509 million for the three months ended March 31, 2026.
Current wording
◦Net cash provided by operating activities was $1,040 million for the six months ended June 30, 2026.
Previous wording
◦During the first quarter of 2026, we paid a common stock dividend of $1.0625 per share, totaling approximately $473 million.
Current wording
◦During the first half of 2026, we paid a cumulative common stock dividend of $2.125 per share, totaling approximately $932 million.
Previous wording
◦On February 4, 2026, we initiated a restructuring plan ("2026 Restructuring Plan") as part of our efforts to enhance the efficiency and effectiveness of our tower business by reducing our headcount in continuing operations. We recorded approximately $14 million in charges for the three months ended March 31, 2026, relating to the employee headcount reduction, including severance and other one-time termination benefits. The actions associated with the 2026 Restructuring Plan and related charges are expected to be substantially completed and recorded by December 31, 2026. The payments are expected to be completed for the employee headcount reduction in 2027. See note 13 to our condensed consolidated financial statements and"Item 2. MD&A—Results of Operations" for further discussion of the 2026 Restructuring Plan.
Current wording
◦On February 4, 2026, we initiated a restructuring plan ("2026 Restructuring Plan") as part of our efforts to enhance the efficiency and effectiveness of our tower business by reducing our headcount in continuing operations. We recorded approximately $14 million in charges for the six months ended June 30, 2026, relating to the employee headcount reduction, including severance and other one-time termination benefits. The actions associated with the 2026 Restructuring Plan and related charges are expected to be substantially completed and recorded by December 31, 2026. The payments are expected to be completed for the employee headcount reduction in 2027. See note 13 to our condensed consolidated financial statements and"Item 2. MD&A—Results of Operations" for further discussion of the 2026 Restructuring Plan.
Previous wording
◦We expect to realize approximately $65 million annualized run-rate savings in operating costs, of which approximately $55 million will be realized in 2026 due to timing. The remaining savings of approximately $10 million will be realized in 2027. We expect to incur aggregate restructuring charges of approximately $30 million in 2026 as a result of the 2026 Restructuring Plan, most of which we expect to incur in the first and second quarters of 2026.
Current wording
◦We expect to realize approximately $65 million annualized run-rate savings in operating costs, of which approximately $55 million will be realized in 2026 due to timing. The remaining savings of approximately $10 million will be realized in 2027. We expect to incur aggregate restructuring charges of approximately $25 million in 2026 as a result of the 2026 Restructuring Plan, most of which we expect to incur in the first and second quarters of 2026.
Previous wording
•Following the completion of the Strategic Fiber Transaction on May 1, 2026, we used a portion of the proceeds received from the sale to repay outstanding indebtedness, including all amounts outstanding under our 2016 Credit Facility. We also anticipate using approximately $1.8 billion of the proceeds to repay outstanding Commercial Paper Notes as they mature during the second quarter of 2026. We expect to use the remaining proceeds from the Strategic Fiber Transaction for approximately $1.0 billion of share repurchases under the 2026 Stock Repurchase Program, as defined below, and an additional approximately $2.1 billion of repayments of indebtedness in 2026, subject to market conditions. As a result of the completed and anticipated repayments of indebtedness, our 2026 interest expense is expected to decrease compared to 2025.
Current wording
•Following the completion of the Strategic Fiber Transaction on May 1, 2026, we used a portion of the proceeds received from the sale to repay approximately $7.2 billion of outstanding indebtedness, including all amounts then-outstanding under our 2016 Credit Facility and Commercial Paper Program, repayment of the 3.700% and 1.050% senior notes at maturity in June 2026 and July 2026, respectively, and open market debt repurchases of various series of unsecured senior notes. As a result of the completed and anticipated repayments of indebtedness, our 2026 interest expense is expected to decrease compared to 2025.
Previous wording
The Fiber Business is predominately comprised of the assets that we previously reported under the historic Fiber segment. Following the classification of the Fiber Business as discontinued operations, we have one reportable segment that constitutes consolidated results consisting of our towers operations. Following the execution of the Strategic Fiber Agreement, the Fiber Business is treated as discontinued operations for all periods presented, because the anticipated disposal represents a strategic shift that will have a material impact on our operating results. As such, the results for all periods presented reflect the Fiber Business as discontinued operations. See note 11 to our condensed consolidated financial statements for further discussion of our operating segment.
Current wording
The Fiber Business was predominately comprised of the assets that we previously reported under the historic Fiber segment. Following the classification of the Fiber Business as discontinued operations, we have one reportable segment that constitutes consolidated results consisting of our towers operations. Following the execution of the Strategic Fiber Agreement, the Fiber Business is treated as discontinued operations for all periods presented, because the disposal represents a strategic shift that will have a material impact on our operating results. As such, the results for all periods presented reflect the Fiber Business as discontinued operations until the closing of the Strategic Fiber Transaction on May 1, 2026. See note 11 to our condensed consolidated financial statements for further discussion of our operating segment.
Previous wording
Site rental revenues decreased $50 million, or 5%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This decrease was predominately comprised of the factors depicted in the chart below:
Current wording
Site rental revenues decreased $41 million, or 4%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This decrease was predominately comprised of the factors depicted in the chart below:
Previous wording
(b)Includes $49 million of non-renewals associated with DISH Terminations and $5 million of non-renewals related to Sprint Cancellations.
Current wording
(b)Includes $49 million of non-renewals associated with DISH Terminations and $5 million of non-renewals associated with the Sprint Cancellations (as defined below).
Previous wording
Site rental revenues and Adjusted Site Rental Gross Margin for the first quarter of 2026 were $1.0 billion and $725 million, respectively, compared to $1.0 billion and $776 million, respectively, in the same period in the prior year. The decrease of $50 million and $51 million in site rental revenue and Adjusted Site Rental Gross Margin, respectively, was primarily due to non-renewals associated with the DISH Terminations and Sprint Cancellations, as new leasing activity and contractual cash escalators were substantially offset by a decline in the associated straight-line accounting adjustment and a decrease in prepaid rent amortization.
Current wording
Site rental revenues and Adjusted Site Rental Gross Margin for the second quarter of 2026 were $967 million and $723 million, respectively, compared to $1.0 billion and $762 million, respectively, in the same period in the prior year. The decrease of $41 million and $39 million in site rental revenue and Adjusted Site Rental Gross Margin, respectively, was primarily due to non-renewals associated with the DISH Terminations and non-renewals associated with the previously disclosed T-Mobile and Sprint network consolidation ("Sprint Cancellations"), as new leasing activity and contractual cash escalators were partially offset by a decline in the associated straight-line accounting adjustment and a decrease in prepaid rent amortization.
Previous wording
Adjusted Services and Other Gross Margin was $24 million for the first quarter of 2026 and increased by $2 million from $22 million during the same period in the prior year, which is predominately a reflection of the volume of activity from carriers' network enhancements and the volume and mix of services and other offerings. Our services and other offerings are of a variable nature as these revenues are not under long-term tenant contracts.
Current wording
Adjusted Services and Other Gross Margin was $23 million for the second quarter of 2026 and decreased by $3 million from $26 million during the same period in the prior year, which is predominately a reflection of the volume of activity from carriers' network enhancements and the volume and mix of services and other offerings. 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 first quarter of 2026 were $90 million and decreased by $3 million, or 3%, from $93 million during the same period in the prior year, primarily related to certain employee-related costs following the 2026 Restructuring Plan.
Current wording
Selling, general and administrative expenses for the second quarter of 2026 were $97 million and decreased by $2 million, or 2%, from $99 million during the same period in the prior year, primarily related to a decrease in certain employee-related costs following the 2026 Restructuring Plan.
Previous wording
Interest expense and amortization of deferred financing costs, net were $242 million for the first quarter of 2026 and increased by $6 million, or 3%, from $236 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, including those presented within discontinued operations. 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.
Current wording
Interest expense and amortization of deferred financing costs, net were $208 million for the second quarter of 2026 and decreased by $35 million, or 14%, from $243 million during the same period in the prior year. The decrease was primarily driven by lower outstanding indebtedness following the use of a portion of the proceeds from the completion of the Strategic Fiber Transaction, including repayments of all then-outstanding indebtedness under our 2016 Credit Facility and Commercial Paper Program, repayment of the 3.700% senior unsecured notes at maturity in June 2026, and open market debt repurchases of certain senior unsecured notes. 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 first quarter for both 2026 and 2025. For the first quarter 2026 and 2025, 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 10 to our consolidated financial statements in the 2025 Form 10-K.
Current wording
The provision for income taxes was $4 million for the second quarter for both 2026 and 2025. For the second quarter 2026 and 2025, 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 10 to our consolidated financial statements in the 2025 Form 10-K.
Previous wording
Income (loss) from discontinued operations before gain (loss) from disposal, net of tax, was $276 million for the first quarter of 2026 and increased by $194 million, from $82 million during the first quarter of 2025. The increase was primarily related to a $204 million decrease in depreciation, amortization and accretion related to the cessation of depreciation and amortization of the Fiber Business long-lived assets classified as "held for sale."
Current wording
Income (loss) from discontinued operations before gain (loss) from disposal, net of tax, was $75 million for the second quarter of 2026 and decreased by $203 million, from $278 million during the second quarter of 2025. The decrease was primarily related to the absence of activity in May and June of 2026 due to the closing of the Strategic Fiber Transaction on May 1, 2026.
Previous wording
Gain (loss) from disposal of discontinued operations was $(345) million for the first quarter of 2026 compared to $(830) million for the first quarter of 2025. The loss recorded for the first quarter of 2025 primarily represents the initial excess of the carrying value of the Fiber Business over the purchase price, less estimated costs to sell. The loss recorded for the first quarter of 2026 is predominately attributable to additional investment in the Fiber Business during the quarter.
Current wording
Gain (loss) from disposal of discontinued operations was $(280) million for the second quarter of 2026 compared to $(252) million for the second quarter of 2025. The increase in loss recorded for the second quarter of 2026 is predominately attributable to additional investment in the Fiber Business until the closing of the Strategic Fiber Transaction on May 1, 2026, along with the impact of certain preliminary purchase price adjustments, which are subject to a post-closing settlement process.
Previous wording
Net income (loss) was $151 million for the first quarter of 2026 compared to $(464) million during the first quarter of 2025. The increase was primarily due to the income (loss) from discontinued operations, net of tax, being partially offset income (loss) from continuing operations, both of which are discussed above.
Current wording
Net income (loss) was $94 million for the second quarter of 2026 compared to $291 million during the second quarter of 2025. The decrease was primarily due to the income (loss) from discontinued operations, net of tax, being partially offset by income (loss) from continuing operations, both of which are discussed above.
Previous wording
Adjusted EBITDA decreased by $47 million, or 7%, from the first quarter of 2025 to the first quarter of 2026, reflecting the aforementioned decrease in Adjusted Site Rental Gross Margin.
Current wording
Adjusted EBITDA decreased by $30 million, or 4%, from the second quarter of 2025 to the second quarter of 2026, reflecting the aforementioned decrease in Adjusted Site Rental Gross Margin.
Previous wording
Depreciation, amortization and accretion was $172 million for first quarter of 2026 and decreased by $5 million, or 3%, from the same period in the prior year. This decrease predominately resulted from certain fixed assets becoming fully depreciated.
Current wording
Depreciation, amortization and accretion was $343 million for the first six months of 2026 and decreased by $9 million, or 3%, from the same period in the prior year. This decrease predominately resulted from certain fixed assets becoming fully depreciated.
Previous wording
We have engaged, and expect to continue to engage, in discretionary investments that we believe will maximize long-term stockholder value. These investments include the 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. Prior to the completion of the Strategic Fiber Transaction on May 1, 2026, we invested a significant percentage of our discretionary investments in the Fiber Business. See notes 3 and 14 to our condensed consolidated financial statements and"Item 2. MD&A—General Overview"for further discussion of the sale of the Fiber Business. 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 senior unsecured revolving credit facility ("2016 Revolver"), issuances under our commercial paper program ("CP Program"), debt financings and issuances of equity or equity-related securities, including under our 2024 ATM Program. On May 1, 2026, we entered into the 2026 Credit Facility, which replaced the 2016 Credit Facility. See note 14 to our condensed consolidated financial statements and Item 2. MD&A-General Overview for additional discussion of the 2026 Credit Facility.
Current wording
We have engaged, and expect to continue to engage, in discretionary investments that we believe will maximize long-term stockholder value. These investments include the 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. Prior to the completion of the Strategic Fiber Transaction on May 1, 2026, we invested a significant percentage of our discretionary investments in the Fiber Business. See note 3 to our condensed consolidated financial statements and"Item 2. MD&A—General Overview"for further discussion of the sale of the Fiber Business. 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 senior unsecured revolving credit facility ("2026 Revolver"), issuances under our commercial paper program ("CP Program"), debt financings and issuances of equity or equity-related securities, including under our 2024 ATM Program, as defined below in"Item 2. MD&A—Liquidity and Capital Resources—Financing Activities". See"Item 2. MD&A—Liquidity and Capital Resources—Financing Activities"for further discussion of our 2026 Revolver. We may also utilize shares held in treasury for future corporate purposes, including potential equity issuances, which provides additional flexibility in managing our capital resources.
Previous wording
We seek to maintain a capital structure that we believe drives long-term stockholder value and optimizes our weighted-average cost of capital, and we expect to maintain an investment grade credit profile. As of March 31, 2026, our contractual debt maturities over the next 12 months, consisted of (1) short-term, unsecured commercial paper notes ("Commercial Paper Notes"), of which we had $1.5 billion outstanding as of May 5, 2026, (2) the 3.700% senior unsecured notes due June 2026 ("3.700% Senior Notes"), (3) the 1.050% senior unsecured notes due July 2026 ("1.050% Senior Notes"), the 4.000% senior unsecured notes due March 2027 ("4.000% Senior Notes"), the 2.900% senior unsecured notes due March 2027 ("2.900% Senior Notes") and (4) principal payments on certain outstanding debt. In connection with the completion of the Strategic Fiber Transaction on May 1, 2026, we repaid all amounts outstanding under the 2016 Credit Facility. We also intend to use a portion of the proceeds from the Strategic Fiber Transaction to repay all Commercial Paper Notes outstanding as they mature in the second quarter of 2026. 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, and will continue to maintain available commitments under our 2026 Credit Facility subsequent to May 1, 2026, in an amount at least equal to the amount of Commercial Paper Notes outstanding.
Current wording
We seek to maintain a capital structure that we believe drives long-term stockholder value and optimizes our weighted-average cost of capital, and we expect to maintain an investment grade credit profile. As of June 30, 2026, our contractual debt maturities over the next 12 months, consisted of (1) the 1.050% senior unsecured notes due July 2026 ("1.050% Senior Notes"), (2) the 4.000% senior unsecured notes due March 2027 ("4.000% Senior Notes"), (3) the 2.900% senior unsecured notes due March 2027 ("2.900% Senior Notes") and (4) principal payments on certain outstanding debt. Subsequent to June 30, 2026, we repaid in full the 1.050% Senior Notes on the maturity date in July 2026 using proceeds from the Strategic Fiber Transaction. Amounts available under our CP Program may be issued and repaid from time to time and we intend to maintain available commitments under our 2026 Revolver in an amount at least equal to the amount of Commercial Paper Notes outstanding.
Previous wording
Liquidity Position. The following is a summary of our capitalization and liquidity position as of March 31, 2026. See"Item 3. Quantitative and Qualitative Disclosures About Market Risk" and note 5 to our condensed consolidated financial statements for additional information regarding our debt as well as note 10 to our condensed consolidated financial statements for additional information regarding our 2024 ATM Program.
Current wording
Liquidity Position. The following is a summary of our capitalization and liquidity position as of June 30, 2026. See"Item 3. Quantitative and Qualitative Disclosures About Market Risk" and note 5 to our condensed consolidated financial statements for additional information regarding our debt.
Previous wording
(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, and subsequent to May 1, 2026, the maintenance of financial covenants contained in our 2026 Credit Facility. See the 2025 Form 10-K. At any point in time, we intend to maintain available commitments under our 2016 Revolver, and will continue to maintain available commitments under our 2026 Credit Facility subsequent to May 1, 2026, in an amount at least equal to the amount of outstanding Commercial Paper Notes. See note 5 to our condensed consolidated financial statements.
Current wording
(b)Availability at any point in time is subject to certain restrictions based on the maintenance of financial covenants contained in our 2026 Credit Facility. At any point in time, we intend to maintain available commitments under our 2026 Revolver in an amount at least equal to the amount of outstanding Commercial Paper Notes. See note 5 to our condensed consolidated financial statements.
Previous wording
•In addition to the aforementioned proceeds from the sale, our liquidity sources may include (1) cash on hand, (2) cash generated by our operating activities, (3) availability under our 2026 Credit Facility, which has replaced the 2016 Credit Facility, (4) issuances under our CP Program, and (5) issuances of equity pursuant to our 2024 ATM Program or any similar successor program. Following the repayments of indebtedness discussed above using a portion of the cash proceeds from the Strategic Fiber Transaction, our liquidity uses are expected to include (1) maturing debt obligations of $3.0 billion (consisting of the 3.700% Senior Notes, the 1.050% Senior Notes, the 4.000% Senior Notes, the 2.900% Senior Notes and principal payments on certain outstanding debt), (2) share repurchases pursuant to the 2026 Stock Repurchase Program as discussed above, (3) common stock dividend payments, subject to declaration by our board of directors (see"Item 7. MD&A—General Overview—Common Stock Dividend") included in the 2025 Form 10-K, and (4) capital expenditures.
Current wording
•Our liquidity sources may include (1) cash on hand, (2) cash generated by our operating activities, (3) availability under our 2026 Credit Facility, (4) issuances under our CP Program, and (5) issuances of equity from our treasury shares or pursuant to our 2024 ATM Program or any similar successor program. Our liquidity uses are expected to include (1) maturing debt obligations of $2.2 billion (consisting of 1.050% Senior Notes, the 4.000% Senior Notes, the 2.900% Senior Notes and principal payments on certain outstanding debt), (2) common stock dividend payments, subject to declaration by our board of directors (see"Item 7. MD&A—General Overview—Common Stock Dividend" included in the 2025 Form 10-K), and (3) capital expenditures. We may also purchase shares of our common stock.
Previous wording
•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, and will continue to maintain available commitments under our 2026 Credit Facility subsequent to May 1, 2026, in an amount at least equal to the amount of Commercial Paper Notes outstanding. Historically, from time to time, we have accessed the capital markets to issue debt and equity.
Current wording
•Amounts available under our CP Program may be issued and repaid from time to time and we intend to maintain available commitments under our 2026 Revolver in an amount at least equal to the amount of Commercial Paper Notes outstanding.
Previous wording
(a)Inclusive of cash and cash equivalents and restricted cash and cash equivalents included in discontinued operations.
Current wording
(a)Inclusive of cash and cash equivalents and restricted cash and cash equivalents included in discontinued operations until the closure of the Strategic Fiber Transaction on May 1, 2026.
Previous wording
Net cash provided by operating activities of $509 million for the first three months of 2026 decreased by $132 million, or 21%, compared to the first three months of 2025, due primarily to a net decrease in income from continuing operations driven by decreases in revenue stemming from DISH Terminations and increases in restructuring expenses, as discussed in Item 2. MD&A-Results of Operations, and a net decrease from changes in working capital for both continuing and discontinued operations. 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.
Current wording
Net cash provided by operating activities of $1.0 billion for the first six months of 2026 decreased by $433 million, or 29%, compared to the first six months of 2025, due primarily to a net decrease in net cash provided by operating activities from discontinued operations as a result of the completion of the Strategic Fiber Transaction on May 1, 2026, and we no longer operate the Fiber 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.
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Current report — wording carried from elsewhere
▪All amounts outstanding under the 2016 Revolver and 2016 Term Loan A (collectively, the "2016 Credit Facility"),
Current report — wording carried from elsewhere
◦On May 1, 2026, we entered into a new senior unsecured revolving credit facility with total commitments of $4.5 billion ("2026 Credit Facility"), which replaced the 2016 Credit Facility. See note 5 to our condensed consolidated financial statements.
Current report — wording carried from elsewhere
Depreciation, amortization and accretion was $171 million for second quarter of 2026 and decreased by $4 million, or 2%, from the same period in the prior year. This decrease predominately resulted from certain fixed assets becoming fully depreciated.
Current report — wording carried from elsewhere
Highlights of our results of operations for the six months ended June 30, 2026 and 2025 are depicted below.
Current report — wording carried from elsewhere
(a)See reconciliations of these non-GAAP financial measures to net income (loss) and definition included in"Item 2. MD&A—Accounting and Reporting Matters—Non-GAAP Financial Measures."
Current report — wording carried from elsewhere
Site rental revenues decreased $91 million, or 5%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This decrease was predominately comprised of the factors depicted in the chart below:
Current report — wording carried from elsewhere
(a)Represents site rental revenues growth from tenant additions across our towers 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.
Current report — wording carried from elsewhere
(b)Includes $98 million of non-renewals associated with DISH Terminations and $10 million of non-renewals associated with the Sprint Cancellations.
Current report — wording carried from elsewhere
(c)Includes the growth or reduction in site rental revenues as a result of non-recurring contractual billings and adjustments, expense recoveries, sales credits and other amounts not captured in core leasing activity.
Current report — wording carried from elsewhere
(d)Prepaid rent amortization includes amortization of upfront payments received from long-term tenants and other deferred credits.
Current report — wording carried from elsewhere
Site rental revenues and Adjusted Site Rental Gross Margin for the first six months of 2026 were $1.9 billion and $1.4 billion, respectively, compared to $2.0 billion and $1.5 billion, respectively, in the same period in the prior year. The decreases of $91 million and $90 million in site rental revenue and Adjusted Site Rental Gross Margin, respectively, were primarily due to higher non-renewals as a result of the DISH Terminations and non-renewals associated with the Sprint Cancellations, as new leasing activity and contractual cash escalators were partially offset by a decline in the associated straight-line accounting adjustment.
Current report — wording carried from elsewhere
Adjusted Services and Other Gross Margin was $47 million for the first six months of 2026 and decreased by $3 million from $50 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.
Current report — wording carried from elsewhere
The provision for income taxes was $9 million for the first six months of both 2026 and 2025. For both periods, 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 10 to our consolidated financial statements in the 2025 Form 10-K.
Current report — wording carried from elsewhere
•Historically, from time to time, we have accessed the capital markets to issue debt and equity.
Current report — wording carried from elsewhere
(primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our financial results; and
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
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). The reconciliation of Adjusted EBITDA to our net income (loss) is set forth below: