UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

FORM 10-Q

___________________________________

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

For the quarterly period ended March 31, 2023

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 May 1, 2023: 433,671,293

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)	7
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	27
ITEM 4.	CONTROLS AND PROCEDURES	28
PART II—OTHER INFORMATION		29
ITEM 1.	LEGAL PROCEEDINGS	29
ITEM 1A.	RISK FACTORS	29
ITEM 6.	EXHIBITS	29
EXHIBIT INDEX		29
SIGNATURES		30

Cautionary Language Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q ("Form 10-Q") contains forward-looking statements that are based on our management's expectations as of the filing date of this report with the Securities and Exchange Commission ("SEC"). Statements that are not historical facts are hereby identified as forward-looking statements. In addition, words such as "estimate," "anticipate," "project," "plan," "intend," "believe," "expect," "likely," "predicted," "positioned," "continue," "target," "seek," "focus" and any variations of these words and similar expressions are intended to identify forward-looking statements.

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

Such forward-looking statements should, therefore, be considered in light of various risks, uncertainties and assumptions, including prevailing market conditions, risk factors described in "Item 1A. Risk Factors" of the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 ("2022 Form 10-K") and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected.

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

1

Interpretation

As used herein, the term "including," and any variation thereof, means "including without limitation." The use of the word "or" herein is not exclusive. Unless this Form 10-Q indicates otherwise or the context otherwise requires, the terms "we," "our," "our company," "the company" or "us" as used in this Form 10-Q refer to Crown Castle Inc. ("CCI") and its predecessor (organized in 1995), as applicable, each a Delaware corporation, and their subsidiaries. Additionally, unless the context suggests otherwise, references to "U.S." are to the United States of America and Puerto Rico, collectively. Capitalized terms used but not defined in this Form 10-Q have the same meaning given to them in the 2022 Form 10-K.

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)

	March 31, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	187	$	156
Restricted cash	196		166
Receivables, net	565		593
Prepaid expenses	159		102
Current portion of deferred site rental receivables	125		127
Other current assets	93		73
Total current assets	1,325		1,217
Deferred site rental receivables	2,040		1,954
Property and equipment, net of accumulated depreciation of $13,377 and $13,071, respectively	15,492		15,407
Operating lease right-of-use assets	6,482		6,526
Goodwill	10,085		10,085
Other intangible assets, net	3,496		3,596
Other assets, net	134		136
Total assets	$	39,054	$	38,921
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	233	$	236
Accrued interest	132		183
Deferred revenues	721		736
Other accrued liabilities	300		407
Current maturities of debt and other obligations	819		819
Current portion of operating lease liabilities	330		350
Total current liabilities	2,535		2,731
Debt and other long-term obligations	21,513		20,910
Operating lease liabilities	5,856		5,881
Other long-term liabilities	1,927		1,950
Total liabilities	31,831		31,472
Commitments and contingencies (note 8)
Stockholders' equity:
Common stock, $0.01 par value; 1,200 shares authorized; shares issued and outstanding: March 31, 2023—434 and December 31, 2022—433	4		4
Additional paid-in capital	18,154		18,116
Accumulated other comprehensive income (loss)	(6)		(5)
Dividends/distributions in excess of earnings	(10,929)		(10,666)
Total equity	7,223		7,449
Total liabilities and equity	$	39,054	$	38,921

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 March 31,
	2023		2022
Net revenues:
Site rental	$	1,624	$	1,576
Services and other	149		166
Net revenues	1,773		1,742
Operating expenses:
Costs of operations:(a)
Site rental	415		396
Services and other	104		113
Selling, general and administrative	195		181
Asset write-down charges	—		14
Depreciation, amortization and accretion	431		420
Total operating expenses	1,145		1,124
Operating income (loss)	628		618
Interest expense and amortization of deferred financing costs, net	(202)		(164)
Gains (losses) on retirement of long-term obligations	—		(26)
Interest income	2		—
Other income (expense)	(3)		(1)
Income (loss) before income taxes	425		427
Benefit (provision) for income taxes	(7)		(6)
Net income (loss)	418		421
Other comprehensive income (loss):
Foreign currency translation adjustments	(1)		1
Total other comprehensive income (loss)	(1)		1
Comprehensive income (loss)	$	417	$	422
Net income (loss), per common share:
Basic	$	0.97	$	0.97
Diluted	$	0.97	$	0.97
Weighted-average common shares outstanding:
Basic	433		433
Diluted	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)

	Three Months Ended March 31,
	2023		2022
Cash flows from operating activities:
Net income (loss)	$	418	$	421
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation, amortization and accretion	431		420
(Gains) losses on retirement of long-term obligations	—		26
Amortization of deferred financing costs and other non-cash interest	7		4
Stock-based compensation expense, net	41		38
Asset write-down charges	—		14
Deferred income tax (benefit) provision	1		1
Other non-cash adjustments, net	2		1
Changes in assets and liabilities, excluding the effects of acquisitions:
Increase (decrease) in accrued interest	(51)		(65)
Increase (decrease) in accounts payable	(5)		(13)
Increase (decrease) in other liabilities	(127)		(196)
Decrease (increase) in receivables	28		40
Decrease (increase) in other assets	(139)		(133)
Net cash provided by (used for) operating activities	606		558
Cash flows from investing activities:
Capital expenditures	(341)		(281)
Payments for acquisitions, net of cash acquired	(67)		(3)
Other investing activities, net	1		(5)
Net cash provided by (used for) investing activities	(407)		(289)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	999		748
Principal payments on debt and other long-term obligations	(19)		(18)
Purchases and redemptions of long-term debt	—		(1,274)
Borrowings under revolving credit facility	1,434		900
Payments under revolving credit facility	(1,305)		(665)
Net issuances (repayments) under commercial paper program	(524)		777
Payments for financing costs	(10)		(8)
Purchases of common stock	(28)		(63)
Dividends/distributions paid on common stock	(686)		(650)
Net cash provided by (used for) financing activities	(139)		(253)
Net increase (decrease) in cash, cash equivalents and restricted cash	60		16
Effect of exchange rate changes	1		—
Cash, cash equivalents, and restricted cash at beginning of period	327		466
Cash, cash equivalents, and restricted cash at end of period	$	388	$	482

See notes to condensed consolidated financial statements.

5

CROWN CASTLE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(Amounts in millions) (Unaudited)

	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss) ("AOCI")		Dividends/Distributions in Excess of Earnings
	Shares	($0.01 Par)								Total
Balance, December 31, 2022	433	$	4	$	18,116	$	(5)	$	(10,666)	$	7,449
Stock-based compensation related activity, net of forfeitures	1	—		66		—		—		66
Purchases and retirement of common stock	—	—		(28)		—		—		(28)
Other comprehensive income (loss)(a)	—	—		—		(1)		—		(1)
Common stock dividends/distributions	—	—		—		—		(681)		(681)
Net income (loss)	—	—		—		—		418		418
Balance, March 31, 2023	434	$	4	$	18,154	$	(6)	$	(10,929)	$	7,223
Balance, December 31, 2021	432	$	4	$	18,011	$	(4)	$	(9,753)	$	8,258
Stock-based compensation related activity, net of forfeitures	1	—		58		—		—		58
Purchases and retirement of common stock	—	—		(63)		—		—		(63)
Other comprehensive income (loss)(a)	—	—		—		1		—		1
Common stock dividends/distributions	—	—		—		—		(639)		(639)
Net income (loss)	—	—		—		—		421		421
Balance, March 31, 2022	433	$	4	$	18,006	$	(3)	$	(9,971)	$	8,036

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

See notes to condensed consolidated financial statements.

6

CROWN CASTLE INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited

(Tabular dollars in millions, except per share amounts)

1.General

The information contained in the following notes to the condensed consolidated financial statements is condensed from that which would appear in the annual consolidated financial statements; accordingly, the condensed consolidated financial statements included herein should be reviewed in conjunction with the consolidated financial statements for the fiscal year ended December 31, 2022, and related notes thereto, included in the 2022 Form 10-K filed by Crown Castle Inc. ("CCI") with the SEC. Capitalized terms used but not defined in these notes to the condensed consolidated financial statements have the same meaning given to them in the 2022 Form 10-K. References to the "Company" refer to CCI and its predecessor, as applicable, and their subsidiaries, unless otherwise indicated or the context indicates otherwise. As used herein, the term "including," and any variation thereof means "including without limitation." The use of the word "or" herein is not exclusive. Unless the context suggests otherwise, references to "U.S." are to the United States of America and Puerto Rico, collectively.

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

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

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

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

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

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

Basis of Presentation

The condensed consolidated financial statements included herein are unaudited; however, they include all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to state fairly the condensed consolidated financial position of the Company as of March 31, 2023, the condensed consolidated results of operations for the three months ended March 31, 2023 and 2022, and the condensed consolidated cash flows for the three months ended March 31, 2023 and 2022. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

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

2.Summary of Significant Accounting Policies

Recently Adopted Accounting Pronouncements

No accounting pronouncements adopted during the three months ended March 31, 2023 had a material impact on the Company's condensed consolidated financial statements.

7

Recent Accounting Pronouncements Not Yet Adopted

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

3.Revenues

Site Rental Revenues

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

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

Sprint Cancellation Payments. For the three months ended March 31, 2023, site rental revenues include $48 million of payments in the Company's Fiber segment to satisfy the remaining rental obligations of certain canceled Sprint leases as a result of the T-Mobile US, Inc. and Sprint network consolidation.

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 services revenue recognized is based on an allocation of the transaction price among the performance obligations in a respective tenant contract based on estimated standalone selling price. The volume and mix of site development services may vary among tenant contracts and may include a combination of some or all of the above performance obligations. Amounts are billed per contractual milestones, with payments generally due within 45 to 60 days, and generally do not contain variable-consideration provisions. The transaction price for the Company's tower installation services consists of amounts for (1) permanent improvements to the Company's towers that represent a lease component and (2) the performance of the service. Amounts under the Company's tower installation service agreements that represent a lease component are recognized as site rental revenues on a straight-line basis over the length of the associated estimated lease term. For the performance of the installation service, the Company has one performance obligation, which is satisfied at the time of the applicable installation or augmentation and recognized as services and other revenues on the Company's condensed consolidated statement of operations and comprehensive income (loss). Since performance obligations are typically satisfied prior to receiving payment from tenants, the unconditional right to payment is recorded within "Receivables, net" on the Company’s condensed consolidated balance sheet. Generally, the services the Company provides to its tenants have a duration of one year or less.

8

Additional Information on Revenues

As of both January 1, 2023 and March 31, 2023, $2.3 billion of unrecognized revenues were reported in "Deferred revenues" and "Other long-term liabilities" on the Company's condensed consolidated balance sheet. During the three months ended March 31, 2023, approximately $166 million of the January 1, 2023 unrecognized revenues balance was recognized as revenues. As of January 1, 2022, $2.6 billion of unrecognized revenues were reported in "Deferred revenues" and "Other long-term liabilities" on the Company's condensed consolidated balance sheet. During the three months ended March 31, 2022, approximately $190 million of the January 1, 2022 unrecognized revenues balance was recognized as revenues.

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

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

(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.

9

4.Debt and Other Obligations

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

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

	Original Issue Date		Final Maturity Date(a)		Balance as of March 31, 2023			Balance as of December 31, 2022		Stated Interest Rate as of March 31, 2023(a)(b)
Secured Notes, Series 2009-1, Class A-2	July 2009		Aug. 2029		$	45		$	47	9.0	%
Tower Revenue Notes, Series 2015-2	May 2015		May 2045	(c)	698			698		3.7	%
Tower Revenue Notes, Series 2018-2	July 2018		July 2048	(c)	745			745		4.2	%
Finance leases and other obligations	Various	(d)	Various	(d)	257			246		Various		(d)
Total secured debt					1,745			1,736
2016 Revolver	Jan. 2016		July 2027		1,434		(e)	1,305		5.9	%	(f)
2016 Term Loan A	Jan. 2016		July 2027		1,184			1,192		6.0	%	(f)
Commercial Paper Notes	Various	(g)	Various	(g)	717		(g)	1,241		5.6	%
3.150% Senior Notes	Jan. 2018		July 2023		749			749		3.2	%
3.200% Senior Notes	Aug. 2017		Sept. 2024		748			748		3.2	%
1.350% Senior Notes	June 2020		July 2025		497			497		1.4	%
4.450% Senior Notes	Feb. 2016		Feb. 2026		897			896		4.5	%
3.700% Senior Notes	May 2016		June 2026		747			747		3.7	%
1.050% Senior Notes	Feb. 2021		July 2026		993			992		1.1	%
4.000% Senior Notes	Feb. 2017		Mar. 2027		497			497		4.0	%
2.900% Senior Notes	Mar. 2022		Mar. 2027		743			742		2.9	%
3.650% Senior Notes	Aug. 2017		Sept. 2027		996			996		3.7	%
5.000% Senior Notes	Jan. 2023	(h)	Jan. 2028	(h)	990			—		5.0	%
3.800% Senior Notes	Jan. 2018		Feb. 2028		993			993		3.8	%
4.300% Senior Notes	Feb. 2019		Feb. 2029		595			594		4.3	%
3.100% Senior Notes	Aug. 2019		Nov. 2029		545			545		3.1	%
3.300% Senior Notes	Apr. 2020		July 2030		740			739		3.3	%
2.250% Senior Notes	June 2020		Jan. 2031		1,091			1,090		2.3	%
2.100% Senior Notes	Feb. 2021		Apr. 2031		989			989		2.1	%
2.500% Senior Notes	June 2021		July 2031		742			742		2.5	%
2.900% Senior Notes	Feb. 2021		Apr. 2041		1,234			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			396		5.2	%
4.000% Senior Notes	Aug. 2019		Nov. 2049		346			346		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					20,587			19,993
Total debt and other obligations					22,332			21,729
Less: current maturities of debt and other obligations					819			819
Non-current portion of debt and other long-term obligations					$	21,513		$	20,910

(a)See the 2022 Form 10-K, including note 7 to the consolidated financial statements, for additional information regarding the maturity and principal amortization provisions and interest rates relating to the Company's indebtedness.

(b)Represents the weighted-average stated interest rate, as applicable.

(c)If the Tower Revenue Notes, Series 2015-2 and Series 2018-2 (collectively, "Tower Revenue Notes") are not paid in full on or prior to an applicable anticipated repayment date, then Excess Cash Flow (as defined in the indenture governing the terms of such notes) of the issuers of such notes will be used to repay principal of the applicable series and class of the Tower Revenue Notes, and additional interest (of an additional approximately 5% per annum) will accrue on the respective Tower Revenue Notes. As of March 31, 2023, the Tower Revenue Notes, Series 2015-2 and Series 2018-2 have principal amounts of $700 million and $750 million, with anticipated repayment dates in 2025 and 2028, respectively.

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

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

10

(f)Both the 2016 Revolver and the senior unsecured term loan A facility ("2016 Term Loan A" and, collectively, "2016 Credit Facility") bear interest, at the Company's option, at either (1) Term SOFR plus (i) a credit spread adjustment of 0.10% per annum and (ii) a credit spread ranging from 0.875% to 1.750% per annum or (2) an alternate base rate plus a credit spread ranging from 0.000% to 0.750% per annum, in each case, with the applicable credit spread based on the Company's senior unsecured debt rating. The Company pays a commitment fee ranging from 0.080% to 0.300%, based on the Company's senior unsecured debt rating, per annum on the undrawn available amount under the 2016 Revolver. See the 2022 Form 10-K, including note 7 to the consolidated financial statements, for information regarding potential adjustments to such percentages.

(g)The maturities of the Commercial Paper Notes, when outstanding, may vary but may not exceed 397 days from the date of issue. The Commercial Paper Notes are issued under customary terms in the commercial paper market and are issued at a discount from par or, alternatively, can be issued at par and bear varying interest rates on a fixed or floating basis. As of March 31, 2023, the Company had net issuances of $717 million under the CP Program. At any point in time, the Company intends to maintain available commitments under its 2016 Revolver in an amount at least equal to the amount of Commercial Paper Notes outstanding. While any outstanding Commercial Paper Notes generally have short-term maturities, the Company classifies the outstanding issuances, when applicable, as long-term based on its ability and intent to refinance the outstanding issuances on a long-term basis.

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

Scheduled Principal Payments and Final Maturities

The following are the scheduled principal payments and final maturities of the total debt and other long-term obligations of the Company outstanding as of March 31, 2023, which do not consider the principal payments that will commence following the anticipated repayment dates on the Tower Revenue Notes.

	Nine Months Ending December 31,			Years Ending December 31,										Total Cash Obligations		Unamortized Adjustments, Net		Total Debt and Other Obligations Outstanding
	2023			2024		2025		2026		2027		Thereafter
Scheduled principal payments and final maturities	$	1,520	(a)	$	832	$	594	$	2,773	$	4,678	$	12,091	$	22,488	$	(156)	$	22,332

(a)Predominately consists of outstanding indebtedness under the CP Program as discussed in footnote (g) of the preceding table and $750 million aggregate principal amount of 3.150% senior unsecured notes ("3.150% Senior Notes").

Purchases and Redemptions of Long-Term Debt

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

Interest Expense and Amortization of Deferred Financing Costs, Net

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

	Three Months Ended March 31,
	2023		2022
Interest expense on debt obligations	$	198	$	160
Amortization of deferred financing costs and adjustments on long-term debt	7		7
Capitalized interest	(3)		(3)
Total	$	202	$	164

5.Fair Value Disclosures

	Level in Fair Value Hierarchy	March 31, 2023				December 31, 2022
		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	1	$	187	$	187	$	156	$	156
Restricted cash, current and non-current	1	201		201		171		171
Liabilities:
Total debt and other obligations	2	22,332		20,403		21,729		19,554

The fair values of cash and cash equivalents and restricted cash approximate the carrying values. The Company determines the fair value of its debt securities based on indicative, non-binding quotes from brokers. Quotes from brokers require judgment and are based on the brokers' interpretation of market information, including implied credit spreads for similar borrowings on recent trades or bid/ask prices or quotes from active markets if available. Since December 31, 2022, there have been no changes in the Company's valuation techniques used to measure fair values.

11

6.Income Taxes

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

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

For the three months ended March 31, 2023 and 2022, the Company's effective tax rate differed from the federal statutory rate predominately due to the Company's REIT status, including the dividends paid deduction.

7.Per Share Information

Basic net income (loss), per common share, excludes dilution and is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. For the three months ended March 31, 2023 and 2022, diluted net income (loss), per common share, is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period, plus any potential dilutive common share equivalents, including shares issuable upon the vesting of restricted stock units ("RSUs") as determined under the treasury stock method.

	Three Months Ended March 31,
	2023		2022
Net income (loss)	$	418	$	421
Weighted-average number of common shares outstanding (in millions):
Basic weighted-average number of common stock outstanding	433		433
Effect of assumed dilution from potential issuance of common shares relating to restricted stock units	1		1
Diluted weighted-average number of common shares outstanding	434		434
Net income (loss), per common share:
Basic	$	0.97	$	0.97
Diluted	$	0.97	$	0.97
Dividends/distributions declared per share of common stock	$	1.565	$	1.470

During the three months ended March 31, 2023, the Company granted one million RSUs to the Company's executives and certain other employees.

8.Commitments and Contingencies

Durham Lawsuits

The Company has received notices of claims and has been named as one of several defendants in lawsuits stemming from an April 2019 gas leak explosion in Durham, North Carolina, which occurred near an area where the Company's subcontractors were installing fiber. The explosion resulted in two fatalities, physical injuries (some of which were serious), and property damage to surrounding buildings and businesses. All of the claims have been resolved without any material payment by the Company.

12

Other Matters

The Company is involved in various other claims, assessments, lawsuits or proceedings arising in the ordinary course of business. While there are uncertainties inherent in the ultimate outcome of such other matters and it is impossible to presently determine the ultimate costs or losses that may be incurred, if any, management believes the adverse resolution of such uncertainties and the incurrence of such costs should not have a material adverse effect on the Company's condensed consolidated financial position or results of operations. The Company and certain of its subsidiaries are also contingently liable for commitments or performance guarantees arising in the ordinary course of business, including certain letters of credit or surety bonds. In addition, as mentioned in note 1, the Company has the option to purchase approximately 53% of its towers at the end of their respective lease terms. The Company has no obligation to exercise such purchase options.

9.Equity

Declaration and Payment of Dividends

During the three months ended March 31, 2023, the following dividends/distributions were declared or paid:

Equity Type	Declaration Date	Record Date	Payment Date	Dividends Per Share		Aggregate Payment Amount(a)
Common Stock	February 7, 2023	March 15, 2023	March 31, 2023	$	1.565	$	681

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

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

Purchases of the Company's Common Stock

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

2021 "At-the-Market" Stock Offering Program

In March 2021, the Company established an "at-the-market" stock offering program through which it may issue and sell shares of its common stock having an aggregate gross sales price of up to $750 million ("2021 ATM Program"). Sales under the 2021 ATM Program may be made by means of ordinary brokers' transactions on the NYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or, subject to the Company's specific instructions, at negotiated prices. The Company intends to use the net proceeds from any sales under the 2021 ATM Program for general corporate purposes, which may include (1) the funding of future acquisitions or investments or (2) the repayment or repurchase of any outstanding indebtedness. The Company has not sold any shares of common stock under the 2021 ATM Program.

10.Operating Segments

The Company's operating segments consist of (1) Towers and (2) Fiber. The Towers segment provides access, including space or capacity, to the Company's more than 40,000 towers geographically dispersed throughout the U.S. The Towers segment also reflects certain ancillary services relating to the Company's towers, predominately consisting of site development services and installation services. The Fiber segment provides access, including space or capacity, to the Company's approximately (1) 120,000 small cells on air or under contract and (2) 85,000 route miles of fiber primarily supporting small cells and fiber solutions geographically dispersed throughout the U.S.

The measurements of profit or loss used by the Company's chief operating decision maker ("CODM") to evaluate the performance of its operating segments are (1) segment site rental gross margin, (2) segment services and other gross margin and (3) segment operating profit (loss). The Company defines segment site rental gross margin as segment site rental revenues less segment site rental costs of operations, excluding stock-based compensation expense, net and amortization of prepaid lease purchase price adjustments recorded in consolidated site rental costs of operations. The Company defines segment services and other gross margin as segment services and other revenues less segment services and other costs of operations, excluding stock-based compensation expense, net recorded in consolidated services and other costs of operations. The Company defines segment operating profit (loss) as segment site rental gross margin plus segment services and other gross margin, and segment other operating (income) expense, less segment selling, general and administrative expenses. All of these measurements of profit or loss are exclusive of depreciation, amortization and accretion, which are shown separately.

13

The following tables set forth the Company's segment operating results for the three months ended March 31, 2023 and 2022. Costs that are directly attributable to Towers and Fiber are assigned to those respective segments. Additionally, certain costs are shared across segments and are reflected in the Company's segment measures through allocations that management believes to be reasonable. The "Other" column (1) represents amounts excluded from specific segments, such as certain selling, general and administrative expenses, asset write-down charges, acquisition and integration costs, depreciation, amortization and accretion, amortization of prepaid lease purchase price adjustments, interest expense and amortization of deferred financing costs, net, gains (losses) on retirement of long-term obligations, interest income, other income (expense), and stock-based compensation expense, net and (2) reconciles segment operating profit (loss) to income (loss) before income taxes, as the amounts are not utilized in assessing each segment’s performance. The "Other" total assets balance includes corporate assets such as cash and cash equivalents which have not been allocated to specific segments. There are no significant revenues resulting from transactions between the Company's operating segments.

	Three Months Ended March 31, 2023								Three Months Ended March 31, 2022
	Towers		Fiber		Other		Consolidated Total		Towers		Fiber		Other		Consolidated Total
Segment site rental revenues	$	1,081	$	543			$	1,624	$	1,075	$	501			$	1,576
Segment services and other revenues	146		3				149		163		3				166
Segment revenues	1,227		546				1,773		1,238		504				1,742
Segment site rental costs of operations	234		172				406		225		162				387
Segment services and other costs of operations	99		2				101		109		2				111
Segment costs of operations(a)(b)	333		174				507		334		164				498
Segment site rental gross margin	847		371				1,218		850		339				1,189
Segment services and other gross margin	47		1				48		54		1				55
Segment selling, general and administrative expenses(b)	31		49				80		28		47				75
Segment operating profit (loss)	863		323				1,186		876		293				1,169
Other selling, general and administrative expenses(b)					$	82	82						$	74	74
Stock-based compensation expense, net					41		41						39		39
Depreciation, amortization and accretion					431		431						420		420
Interest expense and amortization of deferred financing costs, net					202		202						164		164
Other (income) expenses to reconcile to income (loss) before income taxes(c)					5		5						45		45
Income (loss) before income taxes							$	425							$	427
Capital expenditures	$	50	$	279	$	12	$	341	$	47	$	222	$	12	$	281
Total assets (at period end)	$	22,185	$	16,091	$	778	$	39,054	$	22,330	$	15,839	$	882	$	39,051

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

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

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

14

11.Supplemental Cash Flow Information

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

	Three Months Ended March 31,
	2023		2022
Supplemental disclosure of cash flow information:
Cash payments related to operating lease liabilities(a)	$	142	$	139
Interest paid	249		225
Income taxes paid (refunded)	(2)		—
Supplemental disclosure of non-cash operating, investing and financing activities:
New ROU assets obtained in exchange for operating lease liabilities	30		140
Increase (decrease) in accounts payable for purchases of property and equipment	2		(8)
Purchase of property and equipment under finance leases and installment land purchases	21		1

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

The reconciliation of cash, cash equivalents and restricted cash reported within various lines on the condensed consolidated balance sheet to amounts reported in the condensed consolidated statement of cash flows is shown below.

	March 31, 2023		December 31, 2022
Cash and cash equivalents	$	187	$	156
Restricted cash, current	196		166
Restricted cash reported within other assets, net	5		5
Cash, cash equivalents and restricted cash	$	388	$	327

12.Subsequent Events

Common Stock Dividend

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

April 2023 Senior Notes Offering

On April 26, 2023, the Company issued $600 million aggregate principal amount of 4.800% senior unsecured notes due 2028 and $750 million aggregate principal amount of 5.100% senior unsecured notes due 2033 (collectively, "April 2023 Senior Notes"). The Company used the net proceeds from the April 2023 Senior Notes offering to repay a portion of the outstanding indebtedness under the 2016 Revolver and pay related fees and expenses.

15

ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the response to Part I, Item 1 of this report and the consolidated financial statements of the Company including the related notes and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A") included in the 2022 Form 10-K.

General Overview

Overview

We own, operate and lease shared communications infrastructure that is geographically dispersed throughout the U.S., including (1) more than 40,000 towers and other structures, such as rooftops (collectively, "towers"), (2) approximately 120,000 small cells on air or under contract and (3) approximately 85,000 route miles of fiber primarily supporting small cells and fiber solutions.

Our towers have a significant presence in each of the top 100 basic trading areas ("BTAs"), and the majority of our small cells and fiber assets are located in major metropolitan areas, including a presence within every major U.S. market. Site rental revenues represented 92% of our first quarter 2023 consolidated net revenues, of which 67% and 33% were from our Towers segment and Fiber segment, respectively. Within our Fiber segment, 71% and 29% of our first quarter 2023 Fiber site rental revenues related to fiber solutions and small cells, respectively. See note 10 to our condensed consolidated financial statements. The vast majority of our site rental revenues are of a recurring nature and are derived from long-term tenant contracts.

Strategy

As a leading provider of shared communications infrastructure in the U.S., our strategy is to create long-term stockholder value via a combination of (1) growing cash flows generated from our existing portfolio of communications infrastructure, (2) returning a meaningful portion of our cash generated by operating activities to our common stockholders in the form of dividends and (3) investing capital efficiently to grow cash flows and long-term dividends per share. Our strategy is based, in part, on our belief that the U.S. is the most attractive market for shared communications infrastructure investment with the greatest long-term growth potential. We measure our efforts to create "long-term stockholder value" by the combined payment of dividends to stockholders and growth in our per-share results. The key elements of our strategy are to:

•Grow cash flows from our existing communications infrastructure. We are focused on maximizing the recurring site rental cash flows generated from providing our tenants with long-term access to our shared infrastructure assets, which we believe is the core driver of value for our stockholders. Tenant additions or modifications of existing tenant equipment (collectively, "tenant additions") enable our tenants to expand coverage and capacity in order to meet increasing demand for data while generating high incremental returns for our business. We believe our product offerings of towers and small cells through our shared communications infrastructure model provide a comprehensive, efficient and cost-effective solution for our wireless tenants' growing networks. Additionally, we believe our ability to share our fiber assets across multiple tenants to both deploy small cells and offer fiber solutions allows us to generate cash flows and increase stockholder return.

•Return cash generated by operating activities to common stockholders in the form of dividends. We believe that distributing a meaningful portion of our cash generated by operating activities appropriately provides common stockholders with increased certainty for a portion of expected long-term stockholder value while still allowing us to retain sufficient flexibility to invest in our business and deliver growth. We believe this decision reflects the translation of the high-quality, long-term contractual cash flows of our business into stable capital returns to common stockholders.

•Invest capital efficiently to grow cash flows and long-term dividends per share. In addition to adding tenants to existing communications infrastructure, we seek to invest our available capital, including the net cash generated by our operating activities and external financing sources, in a manner that will increase long-term stockholder value on a risk-adjusted basis. These investments include constructing and acquiring new communications infrastructure that we expect will generate future cash flow growth and attractive long-term returns by adding tenants to those assets over time. Our historical investments have included the following (in no particular order):

16

◦construction of towers, fiber and small cells;

◦acquisitions of towers, fiber and small cells;

◦acquisitions of land interests (which primarily relate to land assets under towers);

◦improvements and structural enhancements to our existing communications infrastructure;

◦purchases of shares of our common stock from time to time; and

◦purchases, repayments or redemptions of our debt.

Our strategy to create long-term stockholder value is based on our belief that there will be considerable future demand for our communications infrastructure based on the location of our assets and the rapid and continuing growth in the demand for data. We believe that such demand for our communications infrastructure will continue, will result in growth of our cash flows due to tenant additions on our existing communications infrastructure, and will create other growth opportunities for us, such as demand for newly constructed or acquired communications infrastructure, as described above. Further, we seek to augment the long-term value creation associated with growing our recurring site rental cash flows by offering certain ancillary site development and installation services within our Towers segment.

Highlights of Business Fundamentals and Results

•We operate as a REIT for U.S. federal income tax purposes

◦As a REIT, we are generally entitled to a deduction for dividends that we pay and, therefore, are not subject to U.S. federal corporate income tax on our net taxable income that is currently distributed to our stockholders.

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

◦See note 6 to our condensed consolidated financial statements for further discussion of our REIT status.

•Potential growth resulting from the increasing demand for data

◦We expect existing and potential new tenant demand for our communications infrastructure will result from (1) new technologies, (2) increased usage of mobile entertainment, mobile internet, and machine-to-machine applications, (3) adoption of other emerging and embedded wireless devices (including smartphones, laptops, tablets, wearables and other devices), (4) increasing smartphone penetration, (5) wireless carrier focus on expanding both network quality and capacity, including the use of both towers and small cells, (6) the adoption of other bandwidth-intensive applications (such as cloud services and video communications), (7) the availability of additional spectrum and (8) increased government initiatives to support connectivity throughout the U.S.

◦We expect U.S. wireless carriers will continue to focus on improving network quality and expanding capacity (including through 5G initiatives) by utilizing a combination of towers and small cells. We believe our product offerings of towers and small cells provide a comprehensive solution to our wireless tenants' growing communications infrastructure needs.

◦We expect organizations will continue to increase the usage of high-bandwidth applications that will require the utilization of more fiber infrastructure and fiber solutions, such as those we provide.

◦Within our Fiber segment, we are able to generate growth and returns for our stockholders by deploying our fiber for both small cells and fiber solutions tenants.

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

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

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

◦We had discretionary capital expenditures of $326 million for the three months ended March 31, 2023, predominately resulting from the construction of new communications infrastructure and improvements to existing communications infrastructure in order to support additional tenants.

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

•Site rental revenues under long-term tenant contracts

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

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

17

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

•Majority of our revenues from large wireless carriers

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

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

◦For the three months ended March 31, 2023, approximately 90% of our towers site rental gross margin and approximately 80% of our towers site rental gross margin was derived from towers located on land that we own or control for greater than 10 and 20 years, respectively. The aforementioned percentages include towers located on land that is owned, including through fee interests and perpetual easements, which represented approximately 40% of our towers site rental gross margin.

•Majority of our fiber assets are located in major metropolitan areas and are on public rights-of-way

•Minimal sustaining capital expenditure requirements

◦For the three months ended March 31, 2023, sustaining capital expenditures represented approximately 1% of net revenues.

•Debt portfolio with long-dated maturities extended over multiple years, with the vast majority of such debt having a fixed rate (see note 4 to our condensed consolidated financial statements and "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt)

◦As of March 31, 2023, after giving effect to our $600 million aggregate principal amount of 4.800% senior unsecured notes due 2028 and $750 million aggregate principal amount of 5.100% senior unsecured notes due 2033 (collectively, "April 2023 Senior Notes") and the use of proceeds therefrom, our outstanding debt had a weighted-average interest rate of 3.7% and weighted-average maturity of approximately nine years (assuming anticipated repayment dates on certain debt).

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

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

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

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

◦In April 2023, we issued the April 2023 Senior Notes. We used the net proceeds from the April 2023 Senior Notes offering to repay a portion of the outstanding indebtedness under the 2016 Revolver and pay related fees and expenses.

•Significant cash flows from operations

◦Net cash provided by operating activities was $606 million for the three months ended March 31, 2023.

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

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

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

◦We currently expect our common stock dividends over the next 12 months to be a cumulative amount of at least $6.26 per share, or an aggregate amount of approximately $2.7 billion.

◦Over time, we expect to increase our dividend per share generally commensurate with our growth in cash flows. Any future common stock dividends are subject to declaration by our board of directors. See notes 9 and 12 to our condensed consolidated financial statements for further information regarding our common stock and dividends.

18

Outlook Highlights

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

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

◦We expect that our Fiber segment site rental revenues will benefit from payments to satisfy remaining rental obligations for certain canceled Sprint leases, net of estimated non-renewals, as a result of the T-Mobile US, Inc. and Sprint network consolidation ("Sprint Cancellations").

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

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

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

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

Results of Operations

The following discussion of our results of operations should be read in conjunction with our condensed consolidated financial statements and the 2022 Form 10-K.

The following discussion of our results of operations is based on our condensed consolidated financial statements prepared in accordance with GAAP, which requires us to make estimates and judgments that affect the reported amounts (see "Item 2. MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" and note 2 to our consolidated financial statements in the 2022 Form 10-K). See "Item 2. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures" for a discussion of our use of (1) segment site rental gross margin, (2) segment services and other gross margin, (3) segment operating profit (loss), including their respective definitions, and (4) Adjusted EBITDA, including its definition and a reconciliation to net income (loss).

Our operating segments consist of (1) Towers and (2) Fiber. See note 10 to our condensed consolidated financial statements for further discussion of our operating segments.

Highlights of our results of operations for the three months ended March 31, 2023 and 2022 are depicted below.

(In millions of dollars)	Three Months Ended March 31,
	2023	2022	$ Change	% Change
Site rental revenues:
Towers site rental revenues	$1,081	$1,075	+$6	+1%
Fiber site rental revenues	$543	$501	+$42	+8%
Total site rental revenues	$1,624	$1,576	+$48	+3%
Segment site rental gross margin:
Towers site rental gross margin(a)	$847	$850	$(3)	—%
Fiber site rental gross margin(a)	$371	$339	+$32	+9%
Segment services and other gross margin:
Towers services and other gross margin(a)	$47	$54	$(7)	(13)%
Fiber services and other gross margin(a)	$1	$1	$—	—%
Segment operating profit (loss):
Towers operating profit (loss)(a)	$863	$876	$(13)	(1)%
Fiber operating profit (loss)(a)	$323	$293	+$30	+10%
Net income (loss)	$418	$421	$(3)	(1)%
Adjusted EBITDA(b)	$1,104	$1,095	+$9	+1%

(a)See note 10 to our condensed consolidated financial statements and "Item 2. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures" for further discussion of our definitions of segment site rental gross margin, segment services and other gross margin and segment operating profit (loss).

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

19

Site rental revenues grew $48 million, or 3%, for the three months ended March 31, 2023 compared to the three months ended March 31, 2022. This growth was predominately comprised of the factors depicted in the chart below:

(In millions of dollars)

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

(b)Core leasing activity and non-renewals include $48 million and $2 million, respectively, of payments received from and non-renewals associated with Sprint Cancellations, respectively.

(c)Prepaid rent amortization includes amortization of upfront payments received from long-term tenants and other deferred credits.

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

Towers site rental revenues for th