UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

FORM 10-Q

___________________________________

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

For the quarterly period ended September 30, 2022

OR

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

For the transition period              to             

Commission File Number 001-16441

____________________________________

CROWN CASTLE INC.

(Exact name of registrant as specified in its charter)

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

8020 Katy Freeway, Houston, Texas 77024

(Address of principal executives office) (Zip Code)

(713) 570-3000

(Registrant's telephone number, including area code)

____________________________________

 Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	CCI	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Number of shares of common stock outstanding at November 2, 2022: 433,048,001

CROWN CASTLE INC. AND SUBSIDIARIES

INDEX

		Page
PART I—FINANCIAL INFORMATION		3
ITEM 1.	FINANCIAL STATEMENTS	3
	CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)	3
	CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited)	4
	CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)	5
	CONDENSED CONSOLIDATED STATEMENT OF EQUITY (Unaudited)	6
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)	8
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	34
ITEM 4.	CONTROLS AND PROCEDURES	35
PART II—OTHER INFORMATION		35
ITEM 1.	LEGAL PROCEEDINGS	35
ITEM 1A.	RISK FACTORS	35
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	35
ITEM 6.	EXHIBITS	36
EXHIBIT INDEX		36
SIGNATURES		37

Cautionary Language Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q ("Form 10-Q") contains forward-looking statements that are based on our management's expectations as of the filing date of this report with the Securities and Exchange Commission ("SEC"). Statements that are not historical facts are hereby identified as forward-looking statements. In addition, words such as "estimate," "anticipate," "project," "plan," "intend," "believe," "expect," "likely," "predicted," "positioned," "continue," "target," "seek," "focus" and any variations of these words and similar expressions are intended to identify forward-looking statements. Such statements include plans, projections and estimates contained in "Part I—Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A") and "Part I—Item 3. Quantitative and Qualitative Disclosures About Market Risk" herein. Such forward-looking statements include (1) benefits and opportunities stemming from our strategy, strategic position, business model and capabilities, (2) the strength and growth potential of the U.S. market for shared communications infrastructure investment, (3) expectations regarding anticipated growth in the wireless industry, and consumption of and demand for data, including growth in, and factors driving, consumption and demand, (4) potential benefits of our communications infrastructure (on an individual and collective basis) and expectations regarding demand therefore, including potential benefits and continuity of and factors driving such demand, (5) expectations regarding construction, including duration of our construction projects, and acquisition of communications infrastructure, (6) the utilization of our net operating loss carryforwards ("NOLs"), (7) expectations regarding wireless carriers' focus on improving network quality and expanding capacity, (8) expectations regarding continued increase in usage of high-bandwidth applications by organizations, (9) expected use of net proceeds from issuances under the commercial paper program ("CP Program"), (10) our full year 2022 and 2023 outlook and the anticipated growth in our financial results, including future revenues and operating cash flows, and the expectations regarding our capital expenditures, as well as the factors impacting expected growth in financial results and the levels of capital expenditures, (11) expectations regarding our capital structure and the credit markets, our availability and cost of capital, capital allocation, our leverage ratio target, our ability to service our debt and comply with debt covenants and the plans for and the benefits of any future refinancings, (12) expectations related to our ability to remain qualified as a real estate investment trust ("REIT") and the advantages, benefits or impact of, or opportunities created by, our REIT status, (13) adequacy, projected sources and uses of liquidity, (14) our dividend policy and the timing, amount, growth or tax characterization of our dividends, (15) availability of spectrum, (16) the T-Mobile Agreement (as defined below), including expectations related thereto and the benefits that may be derived therefrom, and the the impact from the T-Mobile and Sprint network consolidation contemplated therein, (17) discretionary investments and the benefits that may be derived therefrom, (18) potential adjustments in the interest rate spread and unused commitment fee percentage on our 2016 Credit Facility, (19)

1

the outcome of outstanding litigation and (20) the utility of certain financial measures, including non-GAAP financial measures. All future dividends are subject to declaration by our board of directors.

Such forward-looking statements should, therefore, be considered in light of various risks, uncertainties and assumptions, including prevailing market conditions, risk factors described in "Item 1A. Risk Factors" of the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 ("2021 Form 10-K") and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected.

Our filings with the SEC are available through the SEC website at www.sec.gov or through our investor relations website at investor.crowncastle.com. We use our investor relations website to disclose information about us that may be deemed to be material. We encourage investors, the media and others interested in us to visit our investor relations website from time to time to review up-to-date information or to sign up for e-mail alerts to be notified when new or updated information is posted on the site.

Interpretation

As used herein, the term "including," and any variation thereof, means "including without limitation." The use of the word "or" herein is not exclusive. Unless this Form 10-Q indicates otherwise or the context otherwise requires, the terms "we," "our," "our company," "the company" or "us" as used in this Form 10-Q refer to Crown Castle Inc. ("CCI") (formerly, Crown Castle International Corp.) and its predecessor (organized in 1995), as applicable, each a Delaware corporation, and their subsidiaries. Additionally, unless the context suggests otherwise, references to "U.S." are to the United States of America and Puerto Rico, collectively. Capitalized terms used but not defined in this Form 10-Q have the same meaning given to them in the 2021 Form 10-K.

2

PART I—FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

CROWN CASTLE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(Amounts in millions, except par values)

	September 30, 2022		December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	174	$	292
Restricted cash	168		169
Receivables, net	535		543
Prepaid expenses	111		105
Other current assets	194		145
Total current assets	1,182		1,254
Deferred site rental receivables	1,880		1,588
Property and equipment, net of accumulated depreciation of $12,780 and $11,937, respectively	15,265		15,269
Operating lease right-of-use assets	6,613		6,682
Goodwill	10,087		10,078
Other intangible assets, net	3,699		4,046
Other assets, net	135		123
Total assets	$	38,861	$	39,040
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	229	$	246
Accrued interest	119		182
Deferred revenues	686		776
Other accrued liabilities	387		401
Current maturities of debt and other obligations	819		72
Current portion of operating lease liabilities	344		349
Total current liabilities	2,584		2,026
Debt and other long-term obligations	20,664		20,557
Operating lease liabilities	5,941		6,031
Other long-term liabilities	1,993		2,168
Total liabilities	31,182		30,782
Commitments and contingencies (note 8)
Stockholders' equity:
Common stock, $0.01 par value; 1,200 shares authorized; shares issued and outstanding: September 30, 2022—433 and December 31, 2021—432	4		4
Additional paid-in capital	18,087		18,011
Accumulated other comprehensive income (loss)	(7)		(4)
Dividends/distributions in excess of earnings	(10,405)		(9,753)
Total equity	7,679		8,258
Total liabilities and equity	$	38,861	$	39,040

See notes to condensed consolidated financial statements.

3

CROWN CASTLE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS) (Unaudited)

(Amounts in millions, except per share amounts)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net revenues:
Site rental	$	1,568	$	1,451	$	4,711	$	4,245
Services and other	178		167		511		441
Net revenues	1,746		1,618		5,222		4,686
Operating expenses:
Costs of operations:(a)
Site rental	405		397		1,204		1,168
Services and other	119		115		344		301
Selling, general and administrative	187		167		558		500
Asset write-down charges	3		—		26		9
Acquisition and integration costs	—		—		1		1
Depreciation, amortization and accretion	430		413		1,276		1,229
Total operating expenses	1,144		1,092		3,409		3,208
Operating income (loss)	602		526		1,813		1,478
Interest expense and amortization of deferred financing costs	(177)		(163)		(506)		(493)
Gains (losses) on retirement of long-term obligations	(2)		(1)		(28)		(145)
Interest income	1		—		1		1
Other income (expense)	(2)		(4)		(5)		(16)
Income (loss) before income taxes	422		358		1,275		825
Benefit (provision) for income taxes	(3)		(7)		(14)		(20)
Income (loss) from continuing operations	419		351		1,261		805
Discontinued operations:
Net gain (loss) from disposal of discontinued operations, net of tax	—		—		—		(62)
Income (loss) from discontinued operations, net of tax	—		—		—		(62)
Net income (loss)	419		351		1,261		743
Net income (loss)	$	419	$	351	$	1,261	$	743
Foreign currency translation adjustments	(2)		(1)		(3)		1
Total other comprehensive income (loss)	(2)		(1)		(3)		1
Comprehensive income (loss)	$	417	$	350	$	1,258	$	744
Net income (loss), per common share:
Income (loss) from continuing operations, basic	$	0.97	$	0.81	$	2.91	$	1.86
Income (loss) from discontinued operations, basic	—		—		—		(0.14)
Net income (loss)—basic	$	0.97	$	0.81	$	2.91	$	1.72
Income (loss) from continuing operations, diluted	$	0.97	$	0.81	$	2.91	$	1.85
Income (loss) from discontinued operations, diluted	—		—		—		(0.14)
Net income (loss)—diluted	$	0.97	$	0.81	$	2.91	$	1.71
Weighted-average common shares outstanding:
Basic	433		432		433		432
Diluted	434		434		434		434

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

See notes to condensed consolidated financial statements.

4

CROWN CASTLE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(In millions of dollars)

	Nine Months Ended September 30,
	2022		2021
Cash flows from operating activities:
Income (loss) from continuing operations	$	1,261	$	805
Adjustments to reconcile income (loss) from continuing operations to net cash provided by (used for) operating activities:
Depreciation, amortization and accretion	1,276		1,229
(Gains) losses on retirement of long-term obligations	28		145
Amortization of deferred financing costs and other non-cash interest, net	10		9
Stock-based compensation expense	120		100
Asset write-down charges	26		9
Deferred income tax (benefit) provision	2		4
Other non-cash adjustments, net	6		18
Changes in assets and liabilities, excluding the effects of acquisitions:
Increase (decrease) in accrued interest	(63)		(59)
Increase (decrease) in accounts payable	(10)		16
Increase (decrease) in other liabilities	(256)		(57)
Decrease (increase) in receivables	8		(62)
Decrease (increase) in other assets	(370)		(102)
Net cash provided by (used for) operating activities	2,038		2,055
Cash flows from investing activities:
Capital expenditures	(921)		(892)
Payments for acquisitions, net of cash acquired	(15)		(27)
Other investing activities, net	(10)		8
Net cash provided by (used for) investing activities	(946)		(911)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	748		3,985
Principal payments on debt and other long-term obligations	(55)		(1,057)
Purchases and redemptions of long-term debt	(1,274)		(2,089)
Borrowings under revolving credit facility	2,625		580
Payments under revolving credit facility	(2,580)		(870)
Net issuances (repayments) under commercial paper program	1,329		380
Payments for financing costs	(14)		(43)
Purchases of common stock	(64)		(69)
Dividends/distributions paid on common stock	(1,924)		(1,738)
Net cash provided by (used for) financing activities	(1,209)		(921)
Net increase (decrease) in cash, cash equivalents, and restricted cash - continuing operations	(117)		223
Discontinued operations:
Net cash provided by (used for) operating activities	—		(62)
Net increase (decrease) in cash, cash equivalents, and restricted cash - discontinued operations	—		(62)
Effect of exchange rate changes	(2)		—
Cash, cash equivalents, and restricted cash at beginning of period	466		381
Cash, cash equivalents, and restricted cash at end of period	$	347	$	542

See notes to condensed consolidated financial statements.

5

CROWN CASTLE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(Amounts in millions) (Unaudited)

	Common Stock					Accumulated Other Comprehensive Income (Loss) ("AOCI")
	Shares	($0.01 Par)		Additional Paid-in Capital		Foreign Currency Translation Adjustments		Dividends/Distributions in Excess of Earnings		Total
Balance, June 30, 2022	433	$	4	$	18,050	$	(5)	$	(10,188)	$	7,861
Stock-based compensation related activity, net of forfeitures	—	—		38		—		—		38
Purchases and retirement of common stock	—	—		(1)		—		—		(1)
Other comprehensive income (loss)(a)	—	—		—		(2)		—		(2)
Common stock dividends/distributions(b)	—	—		—		—		(636)		(636)
Net income (loss)	—	—		—		—		419		419
Balance, September 30, 2022	433	$	4	$	18,087	$	(7)	$	(10,405)	$	7,679

	Common Stock					Accumulated Other Comprehensive Income (Loss) ("AOCI")
	Shares	($0.01 Par)		Additional Paid-in Capital		Foreign Currency Translation Adjustments		Dividends/Distributions in Excess of Earnings		Total
Balance, June 30, 2021	432	$	4	$	17,951	$	(2)	$	(9,240)	$	8,713
Stock-based compensation related activity, net of forfeitures	—	—		32		—		—		32
Purchases and retirement of common stock	—	—		(1)		—		—		(1)
Other comprehensive income (loss)(a)	—	—		—		(1)		—		(1)
Common stock dividends/distributions(b)	—	—		—		—		(578)		(578)
Net income (loss)	—	—		—		—		351		351
Balance, September 30, 2021	432	$	4	$	17,982	$	(3)	$	(9,467)	$	8,516

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

(b)See notes 7 and 9 for information regarding common stock dividends declared per share.

See notes to condensed consolidated financial statements.

6

CROWN CASTLE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(Amounts in millions) (Unaudited)

	Common Stock					AOCI
	Shares	($0.01 Par)		Additional paid-in capital		Foreign Currency Translation Adjustments		Dividends/Distributions in Excess of Earnings		Total
Balance, December 31, 2021	432	$	4	$	18,011	$	(4)	$	(9,753)	$	8,258
Stock-based compensation related activity, net of forfeitures	1	—		140		—		—		140
Purchases and retirement of common stock	—	—		(64)		—		—		(64)
Other comprehensive income (loss)(a)	—	—		—		(3)		—		(3)
Common stock dividends/distributions(b)	—	—		—		—		(1,913)		(1,913)
Net income (loss)	—	—		—		—		1,261		1,261
Balance, September 30, 2022	433	$	4	$	18,087	$	(7)	$	(10,405)	$	7,679

	Common Stock					AOCI
	Shares	($0.01 Par)		Additional paid-in capital		Foreign Currency Translation Adjustments		Dividends/Distributions in Excess of Earnings		Total
Balance, December 31, 2020	431	$	4	$	17,933	$	(4)	$	(8,472)	$	9,461
Stock-based compensation related activity, net of forfeitures	1	—		118		—		—		118
Purchases and retirement of common stock	—	—		(69)		—		—		(69)
Other comprehensive income (loss)(a)	—	—		—		1		—		1
Common stock dividends/distributions(b)	—	—		—		—		(1,738)		(1,738)
Net income (loss)	—	—		—		—		743		743
Balance, September 30, 2021	432	$	4	$	17,982	$	(3)	$	(9,467)	$	8,516

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

(b)See notes 7 and 9 for information regarding common stock dividends declared per share.

7

CROWN CASTLE INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited

(Tabular dollars in millions, except per share amounts)

1.General

The information contained in the following notes to the condensed consolidated financial statements is condensed from that which would appear in the annual consolidated financial statements; accordingly, the condensed consolidated financial statements included herein should be reviewed in conjunction with the consolidated financial statements for the fiscal year ended December 31, 2021, and related notes thereto, included in the 2021 Form 10-K filed by Crown Castle Inc. ("CCI") (formerly, Crown Castle International Corp.) with the SEC. Capitalized terms used but not defined in these notes to the condensed consolidated financial statements have the same meaning given to them in the 2021 Form 10-K. References to the "Company" refer to CCI and its predecessor, as applicable, and their subsidiaries, unless otherwise indicated or the context indicates otherwise. As used herein, the term "including," and any variation thereof means "including without limitation." The use of the word "or" herein is not exclusive. Unless the context suggests otherwise, references to "U.S." are to the United States of America and Puerto Rico, collectively.

The Company owns, operates and leases shared communications infrastructure that is geographically dispersed throughout the U.S., including (1) towers and other structures, such as rooftops (collectively, "towers"), and (2) fiber primarily supporting small cell networks ("small cells") and fiber solutions. The Company's towers, fiber and small cells assets are collectively referred to herein as "communications infrastructure," and the Company's customers on its communications infrastructure are referred to herein as "tenants."

The Company's core business is providing access, including space or capacity, to its shared communications infrastructure via long-term contracts in various forms, including lease, license, sublease and service agreements (collectively, "tenant contracts").

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

As part of the Company's effort to provide comprehensive communications infrastructure solutions, as an ancillary business, the Company also offers certain services primarily relating to its Towers segment, predominately consisting of (1) site development services primarily relating to existing or new tenant equipment installations, including: site acquisition, architectural and engineering, or zoning and permitting (collectively, "site development services") and (2) tenant equipment installation or subsequent augmentations (collectively, "installation services").

The Company operates as a REIT for U.S. federal income tax purposes. In addition, the Company has certain taxable REIT subsidiaries ("TRSs"). See note 6.

Approximately 53% of the Company's towers are leased or subleased or operated and managed under master leases, subleases, and other agreements with AT&T and T-Mobile. The Company has the option to purchase these towers at the end of their respective lease terms. The Company has no obligation to exercise such purchase options.

Basis of Presentation

The condensed consolidated financial statements included herein are unaudited; however, they include all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to state fairly the condensed consolidated financial position of the Company at September 30, 2022, the condensed consolidated results of operations for the three and nine months ended September 30, 2022 and 2021, and the condensed consolidated cash flows for the nine months ended September 30, 2022 and 2021. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

2.Summary of Significant Accounting Policies

Recently Adopted Accounting Pronouncements

No accounting pronouncements adopted during the nine months ended September 30, 2022 had a material impact on the Company's condensed consolidated financial statements.

8

Recent Accounting Pronouncements Not Yet Adopted

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

3.Revenues

Site Rental Revenues

The Company generates site rental revenues from its core business by providing tenants with access, including space or capacity, to its shared communications infrastructure via long-term tenant contracts in various forms, including lease, license, sublease and service agreements. Providing such access over the length of the tenant contract term represents the Company’s sole performance obligation under its tenant contracts.

Site rental revenues from the Company's tenant contracts are recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the relevant tenant contract, which generally ranges from five to 15 years for wireless tenants and three to 20 years for the Company's fiber solutions tenants (including from organizations with high-bandwidth and multi-location demands), regardless of whether the payments from the tenant are received in equal monthly amounts during the life of the tenant contract. Certain of the Company's tenant contracts contain (1) fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the CPI), (2) multiple renewal periods exercisable at the tenant's option and (3) only limited termination rights at the applicable tenant's option through the current term. If the payment terms call for fixed escalations, upfront payments, or rent-free periods, the revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the tenant contract. When calculating its straight-line rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions, even if such escalation provisions contain a variable element in addition to a minimum. The Company's assets related to straight-line site rental revenues include current amounts of $116 million included in "Other current assets" and non-current amounts of $1.9 billion included in "Deferred site rental receivables" as of September 30, 2022. Amounts billed or received prior to being earned are deferred and reflected in "Deferred revenues" and "Other long-term liabilities" on the Company's condensed consolidated balance sheet. Amounts to which the Company has an unconditional right to payment, which are related to both satisfied or partially satisfied performance obligations, are recorded within "Receivables, net" on the Company's condensed consolidated balance sheet.

Services and Other Revenues

As part of the Company’s effort to provide comprehensive communications infrastructure solutions, as an ancillary business, the Company offers certain services primarily relating to its Towers segment, predominately consisting of (1) site development services and (2) installation services. Upon contract commencement, the Company assesses its services to tenants and identifies performance obligations for each promise to provide a distinct service.

The Company may have multiple performance obligations for site development services, which primarily include: structural analysis, zoning, permitting and construction drawings. For each of these performance obligations, services revenues are recognized at completion of the applicable performance obligation, which represents the point at which the Company believes it has transferred goods or services to the tenant. The revenue recognized is based on an allocation of the transaction price among the performance obligations in a respective contract based on estimated standalone selling price. The volume and mix of site development services may vary among contracts and may include a combination of some or all of the above performance obligations. Payments generally are due within 45 to 60 days and generally do not contain variable-consideration provisions. The transaction price for the Company's tower installation services consists of amounts for (1) permanent improvements to the Company's towers that represent a lease component and (2) the performance of the service. Amounts under the Company's tower installation service agreements that represent a lease component are recognized as site rental revenues on a straight-line basis over the length of the associated estimated lease term. For the performance of the installation service, the Company has one performance obligation, which is satisfied at the time of the applicable installation or augmentation and recognized as services and other revenues on the Company's condensed consolidated statement of operations. Since performance obligations are typically satisfied prior to receiving payment from tenants, the unconditional right to payment is recorded within "Receivables, net" on the Company’s condensed consolidated balance sheet. The vast majority of the Company’s services generally have a duration of one year or less.

9

Additional Information on Revenues

As of January 1, 2022 and September 30, 2022, $2.6 billion and $2.4 billion, respectively, of unrecognized revenue was reported in "Deferred revenues" and "Other long-term liabilities" on the Company's condensed consolidated balance sheet. During the nine months ended September 30, 2022, approximately $495 million of the January 1, 2022 unrecognized revenue balance was recognized as revenue. During the nine months ended September 30, 2021, approximately $455 million of the January 1, 2021 unrecognized revenue balance was recognized as revenue.

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

	Three Months Ending December 31,		Years Ending December 31,
	2022		2023		2024		2025		2026		Thereafter		Total
Contracted amounts(a)	$	1,208	$	4,760	$	4,338	$	4,010	$	3,929	$	22,736	$	40,981

(a)Based on the nature of the contract, tenant contracts are accounted for pursuant to relevant lease accounting (ASC 842) or revenue accounting (ASC 606) guidance. Excludes amounts related to services, as those contracts generally have a duration of one year or less.

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

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4.Debt and Other Obligations

The table below sets forth the Company's debt and other obligations as of September 30, 2022.

	Original Issue Date		Final Maturity Date(a)		Balance as of September 30, 2022			Balance as of December 31, 2021		Stated Interest Rate as of September 30, 2022(a)
3.849% Secured Notes	Dec. 2012		Apr. 2023	(h)	$	—		$	998	N/A
Secured Notes, Series 2009-1, Class A-2	July 2009		Aug. 2029		48			53		9.0	%
Tower Revenue Notes, Series 2018-1	July 2018		July 2043	(h)	—			249		N/A
Tower Revenue Notes, Series 2015-2	May 2015		May 2045	(b)	697			696		3.7	%
Tower Revenue Notes, Series 2018-2	July 2018		July 2048	(b)	745			744		4.2	%
Finance leases and other obligations	Various		Various	(c)	239			242		Various		(c)
Total secured debt					$	1,729		$	2,982
2016 Revolver	Jan. 2016		July 2027	(e)	$	710	(d)	$	665	4.1	%	(e)
2016 Term Loan A	Jan. 2016		July 2027	(e)	1,199			1,222		3.8	%	(e)
Commercial Paper Notes	Various	(f)	Various	(f)	1,594		(f)	265		3.8	%
3.150% Senior Notes	Jan. 2018		July 2023		749			747		3.2	%
3.200% Senior Notes	Aug. 2017		Sept. 2024		748			747		3.2	%
1.350% Senior Notes	June 2020		July 2025		496			496		1.4	%
4.450% Senior Notes	Feb. 2016		Feb. 2026		896			895		4.5	%
3.700% Senior Notes	May 2016		June 2026		747			746		3.7	%
1.050% Senior Notes	Feb. 2021		July 2026		992			990		1.1	%
4.000% Senior Notes	Feb. 2017		Mar. 2027		497			496		4.0	%
2.900% Senior Notes	Mar. 2022		Mar. 2027	(g)	742			—		2.9	%
3.650% Senior Notes	Aug. 2017		Sept. 2027		995			995		3.7	%
3.800% Senior Notes	Jan. 2018		Feb. 2028		993			992		3.8	%
4.300% Senior Notes	Feb. 2019		Feb. 2029		594			593		4.3	%
3.100% Senior Notes	Aug. 2019		Nov. 2029		545			545		3.1	%
3.300% Senior Notes	Apr. 2020		July 2030		739			738		3.3	%
2.250% Senior Notes	June 2020		Jan. 2031		1,090			1,089		2.3	%
2.100% Senior Notes	Feb. 2021		Apr. 2031		988			988		2.1	%
2.500% Senior Notes	June 2021		July 2031		741			741		2.5	%
2.900% Senior Notes	Feb. 2021		Apr. 2041		1,233			1,233		2.9	%
4.750% Senior Notes	May 2017		May 2047		344			344		4.8	%
5.200% Senior Notes	Feb. 2019		Feb. 2049		396			395		5.2	%
4.000% Senior Notes	Aug. 2019		Nov. 2049		346			345		4.0	%
4.150% Senior Notes	Apr. 2020		July 2050		490			490		4.2	%
3.250% Senior Notes	June 2020		Jan. 2051		890			890		3.3	%
Total unsecured debt					$	19,754		$	17,647
Total debt and other obligations					21,483			20,629
Less: current maturities of debt and other obligations					819			72
Non-current portion of debt and other long-term obligations					$	20,664		$	20,557

(a)See the 2021 Form 10-K, including note 7 to the consolidated financial statements, for additional information regarding the maturity and principal amortization provisions and interest rates relating to the Company's indebtedness.

(b)If the respective series of Tower Revenue Notes are not paid in full on or prior to an applicable anticipated repayment date, then Excess Cash Flow (as defined in the indenture) of the issuers of such notes will be used to repay principal of the applicable series and class of the Tower Revenue Notes, and additional interest (of an additional approximately 5% per annum) will accrue on the respective Tower Revenue Notes. As of September 30, 2022, the Tower Revenue Notes, Series 2015-2 and Series 2018-2 have principal amounts of $700 million and $750 million, with anticipated repayment dates in 2025 and 2028, respectively.

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

(d)As of September 30, 2022, the undrawn availability under the 2016 Revolver was $6.3 billion.

(e)In July 2022, the Company entered into an amendment to the Credit Agreement governing the Company's 2016 Credit Facility ("2022 Credit Agreement Amendment") that provided for, among other things, (1) the extension of the maturity date of the 2016 Credit Facility from June 2026 to July 2027, (2) an increase to the aggregate commitments under the 2016 Revolver from $5.0 billion to $7.0 billion, (3) certain modifications to a specified sustainability

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metric and (4) the replacement of the LIBOR pricing benchmark with a Term SOFR pricing benchmark. Both the 2016 Revolver and 2016 Term Loan A bear interest, at the Company's option, at either (1) Term SOFR plus (i) a credit spread adjustment of 0.10% per annum and (ii) a credit spread ranging from 0.875% to 1.750% per annum or (2) an alternate base rate plus a credit spread ranging from 0.000% to 0.750% per annum, in each case, with the applicable credit spread based on the Company's senior unsecured debt rating. The Company pays a commitment fee ranging from 0.080% to 0.300%, based on the Company's senior unsecured debt rating, per annum on the undrawn available amount under the 2016 Revolver. See the 2021 Form 10-K, including note 7 to the consolidated financial statements, for information regarding potential adjustments to such percentages.

(f)In March 2022, the Company increased the size of its CP Program to permit the issuance of Commercial Paper Notes in an aggregate principal amount not to exceed $2.0 billion at any time outstanding. Notes under the CP Program may be issued, repaid and re-issued from time to time. The net proceeds of the Commercial Paper Notes are expected to be used for general corporate purposes. The maturities of the Commercial Paper Notes, when outstanding, may vary but may not exceed 397 days from the date of issue. The Commercial Paper Notes are issued under customary terms in the commercial paper market and are issued at a discount from par or, alternatively, can be issued at par and bear varying interest rates on a fixed or floating basis. As of September 30, 2022, the Company had net issuances of $1.6 billion under the CP Program. At any point in time, the Company intends to maintain available commitments under its 2016 Revolver in an amount at least equal to the amount of Commercial Paper Notes outstanding. While any outstanding Commercial Paper Notes generally have short-term maturities, the Company classifies the outstanding issuances, when applicable, as long-term based on its ability and intent to refinance the outstanding issuances on a long-term basis.

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

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

Scheduled Principal Payments and Final Maturities

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

	Three Months Ending December 31,			Years Ending December 31,										Total Cash Obligations		Unamortized Adjustments, Net		Total Debt and Other Obligations Outstanding
	2022			2023		2024		2025		2026		Thereafter
Scheduled principal payments and final maturities	$	1,614	(a)	$	819	$	830	$	591	$	2,770	$	15,017	$	21,641	$	(158)	$	21,483

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

Purchases and Redemptions of Long-Term Debt

The following is a summary of purchases and redemptions of long-term debt during the nine months ended September 30, 2022.

	Principal Amount		Cash Paid(a)		Gains (Losses)(b)
Tower Revenue Notes, Series 2018-1	$	250	$	252	$	(3)
3.849% Secured Notes	1,000		1,022		(23)
2016 Revolver	—		—		(2)
Total	$	1,250	$	1,274	$	(28)

(a)Exclusive of accrued interest.

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

Interest Expense and Amortization of Deferred Financing Costs

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Interest expense on debt obligations	$	174	$	160	$	496	$	484
Amortization of deferred financing costs and adjustments on long-term debt, net	6		6		19		19
Capitalized interest	(3)		(3)		(9)		(10)
Total	$	177	$	163	$	506	$	493

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5.Fair Value Disclosures

	Level in Fair Value Hierarchy	September 30, 2022				December 31, 2021
		Carrying  Amount		Fair Value		Carrying  Amount		Fair Value
Assets:
Cash and cash equivalents	1	$	174	$	174	$	292	$	292
Restricted cash, current and non-current	1	173		173		174		174
Liabilities:
Total debt and other obligations	2	21,483		18,926		20,629		21,588

The fair value of cash and cash equivalents and restricted cash approximate the carrying value. The Company determines the fair value of its debt securities based on indicative, non-binding quotes from brokers. Quotes from brokers require judgment and are based on the brokers' interpretation of market information, including implied credit spreads for similar borrowings on recent trades or bid/ask prices or quotes from active markets if available. Since December 31, 2021, there have been no changes in the Company's valuation techniques used to measure fair values.

6.Income Taxes

The Company operates as a REIT for U.S. federal income tax purposes. As a REIT, the Company is generally entitled to a deduction for dividends that it pays and therefore is not subject to U.S. federal corporate income tax on its net taxable income that is currently distributed to its stockholders. The Company also may be subject to certain federal, state, local and foreign taxes on its income and assets, including (1) taxes on any undistributed income, (2) taxes related to the TRSs, (3) franchise taxes, (4) property taxes, and (5) transfer taxes. In addition, the Company could under certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Internal Revenue Code of 1986, as amended, to maintain qualification for taxation as a REIT.

The Company's TRS assets and operations will continue to be subject, as applicable, to federal and state corporate income taxes or to foreign taxes in the jurisdictions in which such assets and operations are located. The Company's foreign assets and operations (including its tower operations in Puerto Rico) are subject to foreign income taxes in the jurisdictions in which such assets and operations are located, regardless of whether they are included in a TRS or not.

For the nine months ended September 30, 2022 and 2021, the Company's effective tax rate differed from the federal statutory rate predominately due to the Company's REIT status, including the dividends paid deduction.

7.Per Share Information

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

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	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Income (loss) from continuing operations for basic and diluted computations	$	419	$	351	$	1,261	$	805
Income (loss) from discontinued operations, net of tax	—		—		—		(62)
Net income (loss)	$	419	$	351	$	1,261	$	743
Weighted-average number of common shares outstanding (in millions):
Basic weighted-average number of common stock outstanding	433		432		433		432
Effect of assumed dilution from potential issuance of common shares relating to restricted stock units	1		2		1		2
Diluted weighted-average number of common shares outstanding	434		434		434		434
Net income (loss), per common share:
Income (loss) from continuing operations, basic	$	0.97	$	0.81	$	2.91	$	1.86
Income (loss) from discontinued operations, basic	—		—		—