Crown Castle
Annual Report 2024

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 10-K
 __________________________
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
or 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              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 77024-1908
(Address of principal executive offices) (Zip Code)
(713) 570-3000
(Registrant's telephone number, including area code) 
Securities Registered Pursuant to

Section 12(b) of the Act
Trading Symbols
Name of Each Exchange

on Which Registered
Common Stock, $0.01 par value
CCI
New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: NONE.
 ______________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☒    No  ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒
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 definitions of a
"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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of
the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously
issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during
the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $42.4 billion as of June 30, 2024, the last business day of the registrant's
most recently completed second fiscal quarter, based on the New York Stock Exchange closing price on that day of $97.70 per share.
Applicable Only to Corporate Registrants
As of March 12, 2025, there were 435,431,269 shares of common stock outstanding.
Documents Incorporated by Reference
The information required to be furnished pursuant to Part III of this Form 10-K will be set forth in, and incorporated by reference from, the registrant's definitive proxy statement for the annual meeting of
stockholders ("2025 Proxy Statement"), which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31, 2024.

CROWN CASTLE INC.
TABLE OF CONTENTS
 
 
 
Page
PART I
Item 1.
Business
4
Item 1A.
Risk Factors
12
Item 1B.
Unresolved Staff Comments
30
Item 1C.
Cybersecurity
30
Item 2.
Properties
31
Item 3.
Legal Proceedings
31
Item 4.
Mine Safety Disclosures
31
PART II
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
32
Item 6.
[Reserved]
34
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
34
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
54
Item 8.
Financial Statements and Supplementary Data
56
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
95
Item 9A.
Controls and Procedures
95
Item 9B.
Other Information
96
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
96
PART III
Item 10.
Directors and Executive Officers of the Registrant
97
Item 11.
Executive Compensation
97
Item 12.
Security Ownership of Certain Beneficial Owners and Management
97
Item 13.
Certain Relationships and Related Transactions
97
Item 14.
Principal Accounting Fees and Services
97
PART IV
Item 15.
Exhibits, Financial Statement Schedules
98
Item 16.
Form 10-K Summary
108
Signatures
111
Cautionary Language Regarding Forward-Looking Statements
This Annual Report on Form 10-K ("2024 Form 10-K") 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 2025 outlook and plans, projections, expectations and estimates regarding (1) our strategy,
the value of our business model and the demand for our communications infrastructure, (2) the growth potential 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) site
rental revenues, including the growth thereof, (12) sources and uses of liquidity, (13) impact from the Sprint cancellations (as defined below), (14) drivers of
cash flow growth, (15) our competitive advantage, (16) our dividend policy and the timing, amount (including any increase or decrease), payment or tax
characterization of our dividends, (17) discretionary and sustaining capital expenditures and expansion of our business, (18) impact of elevated interest
2

rates, (19) the growth in our business and its driving factors, (20) our ESG (as defined below) goals, including carbon neutrality, (21) non-renewals, (22)
restructuring activities and the cost reductions, charges, payments, scope, actions and savings associated therewith, including timing, amounts, and impact, (23)
Fiber strategic review, (24) impacts of small cell node cancellations, (25) small cell nodes backlog and deployment, including timing of small cell deployments,
(26) actions by activist stockholders and the impact therefrom, (27) the impacts to our business and results stemming from the changes to our strategy and
operating plans as a result of the Fiber operating review, including with respect to Fiber capital investments, revenues and cash flows, (28) the valuation of the
Fiber segment in connection with the goodwill impairment charge, (29) the Strategic Fiber Agreement and Strategic Fiber Transaction (each as defined below)
and pending sale of our Fiber Business (as defined below), including the timing, completion and scope thereof, the potential impacts on our business and
results, and the activities and loss associated therewith, (30) the impacts stemming from changes to our capital allocation framework, including an anticipated
decrease of our dividend, and (31) maintenance of an investment grade credit profile. Whether dividends are to be declared and the amount and timing thereof
remain subject to the discretion of 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 under "Item 1A. Risk Factors" herein 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 2024 Form 10-K indicates otherwise or the context otherwise requires, the terms, "we," "our," "our company," "the company" or "us" as used in this
2024 Form 10-K refer to Crown Castle Inc. and its predecessor (organized in 1995), as applicable, each a Delaware corporation (together, "CCI"), and their
subsidiaries. Additionally, unless the context suggests otherwise, references to "U.S." are to the United States of America and Puerto Rico, collectively.
3

PART I
Item 1.    Business
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 105,000 small cell nodes either currently generating revenue or under
contract and (3) approximately 90,000 route miles of fiber primarily supporting small cells and fiber solutions. We refer to our towers, small cells and fiber
assets collectively as "communications infrastructure," and, at times, to our customers on our communications infrastructure as "tenants." Our operating
segments consist of (1) Towers and (2) Fiber, which includes both small cells and fiber solutions.
On March 13, 2025, management signed a definitive agreement ("Strategic Fiber Agreement") to sell our Fiber segment, together with certain supporting
assets and personnel ("Fiber Business"), with Zayo Group Holdings Inc. ("Zayo") acquiring the fiber solutions business and EQT Active Core Infrastructure
fund ("EQT") acquiring the small cell business ("Strategic Fiber Transaction"). Under the agreement, we will receive $8.5 billion in aggregate, subject to
certain closing adjustments. The Strategic Fiber Transaction is expected to close in the first half of 2026, subject to certain closing conditions and regulatory
approvals.
The Fiber Business did not meet the criteria for assets held for sale as of December 31, 2024, and therefore remains presented as a component of
continuing operations. As a result, this document, unless otherwise noted, does not contemplate the planned sale of the Fiber Business. Following the
announcement of the Strategic Fiber Transaction and beginning with the Company's filing of Form 10-Q for the quarter ended March 31, 2025, the Fiber
Business will be presented as a discontinued operation, and its net assets will be classified as held for sale and comparable prior periods will be recast to reflect
this change. Upon classification as held for sale, we expect to recognize a loss of between $700 and $800 million, inclusive of estimated transaction fees.
Our core business is providing access, including space or capacity, to our shared communications infrastructure via long-term contracts in various forms,
including lease, license, sublease and service agreements (collectively, "tenant contracts"). We seek to increase our site rental revenues by adding more tenants
on our shared communications infrastructure, which we expect to result in significant incremental cash flows due to our low incremental operating costs. We
operate as a REIT for U.S. federal income tax purposes. See "Item 1. Business—REIT Status" and notes 2 and 9 to our consolidated financial statements.
Over nearly three decades, we have assembled a leading portfolio of towers predominately through acquisitions from large wireless carriers or their
predecessors. More recently, we have extended our communications infrastructure presence by investing significantly in our Fiber segment. Through our
product offerings of towers and small cells, we seek to provide a comprehensive solution to enable our wireless tenants to expand coverage and capacity for
their wireless networks. Furthermore, within our Fiber segment, we seek to generate cash flow growth and stockholder return by deploying our fiber for both
small cells' and fiber solutions' tenants.
Approximately 56% and 71% of our towers are located in the 50 and 100 largest U.S. basic trading areas ("BTAs"), respectively. Our towers have a
significant presence in each of the top 100 BTAs. We derive approximately 40% of our towers site rental gross margin from towers located on land that we
own, including through fee interests and perpetual easements, and we derive approximately 60% of our towers site rental gross margin from towers located on
land that we lease, sublease, manage or license. The contracts for the land under our towers have an average total remaining life of approximately 35 years
(including all renewal terms exercisable at our option), weighted based on towers site rental gross margin. The majority of our small cells and fiber assets are
located in major metropolitan areas, including a presence in most major U.S. markets. The vast majority of our fiber assets are located on public rights-of-way.
Our largest tenants are T-Mobile, AT&T and Verizon Wireless, which collectively accounted for approximately three-fourths of our 2024 consolidated site
rental revenues. See note 14 to our consolidated financial statements for further information regarding our largest tenants. Site rental revenues represented 97%
of our 2024 consolidated net revenues, of which 67% and 33% were from our Towers segment and Fiber segment, respectively. Within our Fiber segment, 66%
and 34% of our 2024 site rental revenues related to fiber solutions and small cells, respectively. The vast majority of our site rental revenues are of a recurring
nature and are derived from long-term tenant contracts. See "Item 1. Business—The Company" for further information. As of December 31, 2024, exclusive of
renewals exercisable at the tenants' option, our tenant contracts had a weighted-average remaining life of approximately six years and represented $35.9 billion
of expected future cash inflows.
4

As part of our effort to provide comprehensive communications infrastructure solutions, as an ancillary business, we also offer certain services primarily
relating to our Towers segment, predominately consisting of pre-construction 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").
See note 16 to our consolidated financial statements for a discussion of the July 2023 restructuring ("2023 Restructuring Plan"), which included
discontinuing tenant equipment installations and subsequent augmentations (collectively, "installation services") as a Towers product offering and (2) the June
2024 restructuring plan ("2024 Restructuring Plan," and together with the 2023 Restructuring Plan, "Restructuring Plans").
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):
◦
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
services within our Towers segment.
5

REIT Status
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. We may be subject to certain
federal, state, local and foreign taxes on our income or assets, including (1) taxes on any undistributed income, (2) taxes related to our taxable REIT
subsidiaries ("TRSs"), (3) franchise taxes, (4) property taxes and (5) transfer taxes. In addition, we 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 ("Code"), to maintain qualification for taxation as a REIT. For taxable years beginning before 2026, qualified REIT dividends (within the meaning of
Section 199A(e)(3) of the Code) constitute a part of a non-corporate taxpayer's "qualified business income amount" and thus our non-corporate U.S.
stockholders may be eligible to take a qualified business income deduction in an amount equal to 20% of such dividends received from us. Without further
legislative action, the 20% deduction applicable to qualified REIT dividends will expire on January 1, 2026.
The vast majority of our assets and revenues are in the REIT. See notes 2 and 9 to our consolidated financial statements. Additionally, we have included in
TRSs certain other assets and operations. Those 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.
Our foreign assets and operations (including our tower operations in Puerto Rico) most likely will be subject to foreign income taxes in the jurisdictions in
which such assets and operations are located, regardless of whether or not they are included in a TRS.
To remain qualified and be taxed as a REIT, we are generally required to annually distribute to our stockholders at least 90% of our REIT taxable income,
after the utilization of our net operating loss carryforwards "NOLs" (determined without regard to the dividends paid deduction and excluding net capital gain)
(see notes 2 and 9 to our consolidated financial statements). Our quarterly common stock dividend will delay the utilization of our NOLs and may cause certain
of the NOLs to expire without utilization. See "Item 1A. Risk Factors" for risks associated with our REIT status.
Industry Overview
Consumer demand for data continues to grow due to increases in data consumption and increased penetration of bandwidth-intensive devices. This
increase in data consumption is driven by factors such as growth in (1) mobile entertainment (such as mobile video, mobile applications and social networking),
(2) mobile internet usage (supporting web browsing and trends in telehealth, remote working, online learning and other remote communications), (3) machine-
to-machine applications or the "Internet of Things" (such as connected cars and wearables), and (4) the adoption of other bandwidth-intensive applications
(such as cloud services, artificial intelligence and video communications). As a result, consumer wireless devices are trending toward bandwidth-intensive
devices, including smartphones, laptops, tablets and other emerging and embedded devices, and U.S. wireless carriers are among the first carriers in the world
to offer commercial 5th Generation ("5G") mobile cellular communications services to further support such growth.
We expect the following factors to contribute to potential demand for our communications infrastructure:
•
consumers' growing wireless data consumption leading major wireless carriers to upgrade and enhance their networks through the efficient use of
both towers and small cells, including in connection with 5G deployments, in an effort to improve network quality and capacity and customer
retention or satisfaction;
•
prior and future potential spectrum auctioned, licensed or made available by the Federal Communications Commission ("FCC") enabling additional
wireless carrier network development;
•
next-generation technologies and new uses for wireless communications may potentially result in new entrants or increased demand in the wireless
industry, which may include companies involved in the continued evolution and deployment of the Internet of Things;
•
the continued adoption of bandwidth-intensive applications, including artificial intelligence, could result in demand for high-capacity, multi-
location, fiber-based network solutions; and
•
increased government initiatives to expand broadband infrastructure to support connectivity throughout the U.S.
The Company
Virtually all of our operations in both our Towers and Fiber operating segments are located in the U.S. For more information about our operating
segments, see "Item 7. MD&A—Results of Operations" and note 14 to our consolidated financial statements. Our core business is providing access, including
space or capacity, to our shared communications infrastructure via long-term tenant contracts in the U.S. We believe our communications infrastructure is
integral to our tenants' networks and organizations. See "Item 1. Business—Strategy."
6

Towers Segment. We believe towers are the most efficient and cost-effective solution for providing coverage and capacity for wireless carrier network
deployments. We acquired ownership interests or exclusive rights to the majority of our towers directly or indirectly from the largest U.S. wireless carriers (or
their predecessors) through transactions consummated since 1999, including towers from (1) AT&T in 2013, (2) T-Mobile in 2012, (3) companies now part of
T-Mobile in 2007, (4) companies now part of Verizon Wireless in 1999 and 2000 and (5) companies now part of AT&T in 1999 and 2000.
We generally receive monthly rental payments and, in some cases, upfront payments, from our Towers tenants pursuant to long-term tenant contracts with
(1) initial contract terms generally between five to 15 years, (2) multiple renewal periods generally between five to 10 years each, exercisable at the option of
the tenant, (3) limited termination rights for our tenants and (4) contractual escalations of the rental price. We strive to negotiate with our existing tenant base
for longer contractual terms, which often contain fixed escalation rates.
Our Towers tenant contracts, while amended and re-negotiated over time, have historically led to a long-term relationship with tenants on our towers,
resulting in a retention rate generally between 98% and 99% each year. In general, each renewable tenant contract automatically renews at the end of its term
unless (1) the tenant provides prior notice of its intent not to renew or (2) the contract is amended or re-negotiated. See "Item 1A. Risk Factors" for additional
information regarding higher non-renewals (which we define as the reduction in site rental revenues as a result of tenant churn, terminations and, in limited
circumstances, reductions of existing lease rates) expected as a result of the T-Mobile and Sprint network consolidation. See note 3 to our consolidated financial
statements for a tabular presentation of the minimum rental payments due to us by tenants pursuant to tenant contracts without consideration of tenant renewal
options as of December 31, 2024.
The average monthly rental payment from a new tenant added to towers can vary based on (1) aggregate tenant volume, (2) the location of the tower, or
(3) the amount of tower and ground space leased to a tenant, which can be influenced by the quantity, size, and weight of the tenant's antenna installation or
related equipment. When possible, we seek to receive rental payment increases in connection with tenant contract amendments, pursuant to which our tenants
add antennas or other equipment to our towers or ground space on which they already have equipment pursuant to preexisting tenant contracts. Our Towers
tenant contracts and pricing are not influenced by whether or not we perform the site development services.
As of December 31, 2024, the average number of tenants (calculated as a unique license together with any related amendments thereto) per tower was
approximately 2.4.
Fiber Segment. Our Fiber segment consists of communications infrastructure offerings of small cells and fiber solutions.
•
Our small cells offload data traffic from towers and bolster our tenants' network capacity where data demand is the greatest and are typically
attached to public right-of-way infrastructure, including utility poles and street lights.
•
We offer fiber solutions to large wireless carriers and organizations with high-bandwidth and multi-location demands. Our fiber solutions provide
essential connectivity resources needed to create integrated networks and support organizations.
Most of our fiber assets were acquired through transactions dating back to 2012, with the largest transactions occurring in 2017. Our fiber assets include
those we acquired from LTS Group Holdings LLC, Inc., Wilcon Holdings LLC and FPL FiberNet Holdings, LLC and certain other subsidiaries of NextEra
Energy in 2017, Quanta Fiber Networks, Inc. in 2015, and NextG Networks, Inc. in 2012.
We generally receive monthly recurring payments and, in some cases, upfront payments, from our Fiber tenants pursuant to tenant contracts with initial
terms that generally vary between one to 20 years. The average monthly rental payment from a new tenant can vary based on the amount or cost of (1)
construction for initial and subsequent tenants, (2) fiber strand requirements and supply, (3) equipment at the site, (4) the market in the U.S. where the fiber is
located and the competition thereof and (5) any upfront payment received.
Additional Site Rental Information. For both our Towers and Fiber segments, we have existing master agreements with our largest tenants, including T-
Mobile, AT&T and Verizon Wireless. Such agreements provide certain terms (including economic terms) that govern underlying contracts (entered into during
the term of the master agreements) regarding the right to use our communications infrastructure by such tenants.
Approximately 40% of our site rental costs of operations consists of Towers ground lease expenses, and the remainder primarily includes fiber access
expenses (primarily leases of fiber assets and other access agreements to facilitate our communications infrastructure), repairs and maintenance, employee
compensation or related benefit costs, property taxes, and utilities. Assuming current leasing activity levels, our cash operating expenses generally tend to
escalate at approximately the rate of inflation. We seek to add tenants to our existing communications infrastructure at a low incremental operating cost,
7

delivering high incremental returns to our business. Once constructed, our communications infrastructure requires minimal sustaining capital expenditures,
including maintenance or other non-discretionary capital expenditures, which are typically between 1% and 2% of net revenues. See note 13 to our
consolidated financial statements for a tabular presentation of the rental payments we owe to landlords pursuant to our operating lease agreements.
Services. As part of our effort to provide comprehensive communications infrastructure solutions, as an ancillary business, we also offer certain services
primarily relating to pre-construction site development services in our Towers segment. See note 16 to our consolidated financial statements for a discussion of
the July 2023 restructuring plan, which included discontinuing installation services as a Towers product offering. In 2024, our services and other revenues
primarily related to site development services. We seek to grow our services revenues by capitalizing on (1) increased leasing volumes that may result from
carrier network upgrades, (2) promoting site development services, (3) expanding the scope of our services, and (4) focusing on tenant service and deployment
speed. We do not always provide the site development services for our tenants on our communications infrastructure as other service providers also provide
these services (see also "—Competition" below). Typically, our site development services are non-recurring and are billed on a fixed fee basis, and the terms
and pricing of site development services are negotiated separately from our tenant contracts.
Customers. Our Towers customers are primarily comprised of large wireless carriers that operate national networks.
Our Fiber customers generally consist of large wireless carriers and organizations with high-bandwidth and multi-location demands, such as enterprise
(including healthcare and financial), wholesale, government and education institutions.
Our three largest tenants are T-Mobile, AT&T and Verizon Wireless. Collectively, these three tenants accounted for approximately three-fourths of our
2024 site rental revenues. See "Item 1A. Risk Factors" for risks associated with our dependence on a small number of customers and note 14 to our
consolidated financial statements. For 2024, our site rental revenues by tenant were as follows:
Sales and Marketing. Our sales organization markets our communications infrastructure with the objective of contracting access with tenants to existing
communications infrastructure or to new communications infrastructure prior to construction. We seek to become the critical partner and preferred independent
communications infrastructure provider for our tenants and increase tenant satisfaction relative to our peers by leveraging our (1) existing unique
communications infrastructure footprint, (2) tenant relationships, (3) process-centric approach, (4) technological tools and (5) construction capabilities and
expertise relative to the Fiber segment.
Our sales team is organized based on a variety of factors, including tenant type (such as large wireless carriers, vertical customers and organizations),
product offering and geography. A team of national account directors maintains our relationships with our largest tenants. These directors work to develop new
business opportunities, as well as to ensure that tenants' communications infrastructure needs are efficiently translated into new contracts for our
communications infrastructure. Sales personnel in our local offices develop and maintain relationships with our tenants that are expanding their networks,
entering new markets, seeking new or additional communication infrastructure offerings, bringing new technologies to market or requiring maintenance or add-
on business. In addition to our full-time sales or marketing staff, a number of senior-level employees spend a significant portion of their time on sales and
marketing activities and call on existing or prospective tenants.
8

Competition. We face competition for site rental tenants from various sources, including (1) other independent communications infrastructure owners or
operators, including competitors that own, operate, or manage towers, rooftops, broadcast or transmission towers, utility poles, fiber (including non-traditional
competitors, such as cable providers) or small cells, (2) tenants who elect to self-perform or (3) new alternative deployment methods for communications
infrastructure.
Some of our largest competitors in the Towers segment are American Tower Corporation and SBA Communications Corporation. Our Fiber segment
business competitors can vary significantly based on geography. Some of the larger competitors in the Fiber segment include other owners of fiber, tenants who
elect to self-perform and recent and potential entrants into small cells and the fiber solutions business. We believe that location, existing communications
infrastructure footprint, deployment speed, quality of service, expertise, reputation, capacity and price have been and will continue to be the most significant
competitive factors affecting our businesses. See "Item 1A. Risk Factors" for a discussion of competition in our industry.
Competitors to our services offering can include site acquisition consultants, zoning consultants, real estate firms, right-of-way consulting firms,
construction companies, tower owners or managers, radio frequency engineering consultants, our tenants' internal staff or contractors, or telecommunications
equipment vendors who can provide turnkey site development services through multiple subcontractors. We believe that our tenants base their decisions on the
outsourcing of services on criteria such as a company's experience, record of accomplishment, reputation, price and time for completion of a project.
Environmental, Social and Governance ("ESG")
Our shared communications infrastructure model results in the use of fewer resources, including water, energy, metals and other materials, than would
otherwise be needed to construct and maintain communications infrastructure under a single-tenant infrastructure model. We are committed to operating
responsibly and ethically and considering social and environmental impacts as we make business decisions. We currently maintain annual sustainability targets
in our senior unsecured credit facility. Further, we have a goal to be carbon neutral for 2025 in Scope 1 and 2 emissions by continuing to invest in energy
reduction initiatives, sourcing renewable energy, and, to a lesser extent, utilizing carbon credits or offsets. We plan to continue investing in projects that are
both good for our business and good for the environment.
The Nominating, Environmental, Social and Governance Committee assists the board of directors with ESG oversight. Our executive management team
and senior management keep our board of directors apprised of our ESG priorities, goals and initiatives. Together, our board of directors and executive
management team define our strategic approach to managing actual and potential impacts of significant ESG risks and opportunities.
Additional information regarding our sustainability initiatives and progress is also available through the Investors section of our website at
https://investor.crowncastle.com. The information on our website, including our ESG Reports, is not, and shall not be deemed to be, incorporated by reference
into this 2024 Form 10-K or any other filings with the SEC unless expressly noted in any such other filings.
Human Capital
The people who work for Crown Castle are essential to our ability to execute on our strategy. As of January 31, 2025, we employed approximately 3,900
people, all of whom were based in the U.S. From time to time, we also add contingent workers to support our business.
We believe attracting, developing and retaining talented employees is paramount to serving our customers and our communities and creating value for our
stockholders. We also periodically conduct company-wide employee surveys to help us understand how they feel about working at our company and track the
results to inform our human capital strategies. We focus on building and retaining a strong and innovative workforce with a variety of backgrounds, experiences
and points of view.
The well-being of our employees is a crucial element of our safety culture, employee engagement and productivity. We offer a comprehensive total
rewards package which includes market-based pay, performance-based annual incentive awards, healthcare and retirement benefits, mental health benefits,
parental and family leave, holiday and paid time off and tuition assistance. We further invest in our employees' professional growth and development by
providing resources and opportunities to hone their skills and expand their subject-matter expertise, which empowers them to advance their careers and enables
our business to prosper.
We are not a party to any collective bargaining agreements and have not experienced any strikes or work stoppages. See "Item 1A. Risk Factors" and note
16 to our consolidated financial statements for further discussion of our Restructuring Plans, which resulted in a reduction of total employee headcount.
9

Regulatory and Environmental Matters
We are required to comply with a variety of federal, state and local regulations and laws in the U.S., including FCC and Federal Aviation Administration
("FAA") regulations and those discussed under "—Environmental" below. To date, we have not incurred any material fines or penalties or experienced any
material adverse effects to our business as a result of any domestic or international regulations, including any environmental regulations. The summary below is
based on regulations currently in effect, and such regulations are subject to review or modification by the applicable governmental authority from time to time.
If we fail to comply with applicable laws and regulations, we may be fined or lose our rights to conduct some of our business.
Federal Regulations. Both the FCC and the FAA regulate towers used for wireless communications, radio, or television broadcasting. Such regulations
control the siting, construction, modification, lighting, and marking of towers and may, depending on the characteristics of particular towers, require the
registration of tower facilities with the FCC and the issuance of determinations confirming no hazard to air traffic. Wireless communications devices operating
on towers are separately regulated and independently licensed based upon the particular frequency used. In addition, the FCC and the FAA have developed
standards to consider proposals for new or modified tower or antenna structures based upon the height or location, including proximity to airports. Proposals to
construct or to modify existing tower or antenna structures above certain heights are reviewed by the FAA to ensure the structure will not present a hazard to
aviation, which determination may be conditioned upon compliance with lighting or marking requirements. The FCC requires its licensees to operate
communications devices only on towers that comply with FAA rules and are registered with the FCC, if required by its regulations. Where tower lighting is
required by FAA regulation, tower owners bear the responsibility of notifying the FAA of any tower lighting outage and ensuring the timely restoration of such
outages.
State and Local Regulations. The U.S. Telecommunications Act of 1996 amended the Communications Act of 1934 to preserve state and local zoning
authorities' jurisdiction over the siting of communications towers and small cells. The law, however, limits state and local zoning authority by prohibiting
actions by such authorities that discriminate between different service providers of wireless communications or prohibit altogether (actually or effectively) the
provision of wireless communications. Additionally, the law prohibits state and local restrictions based on the environmental effects of radio frequency
emissions to the extent the facilities comply with FCC regulations.
Local regulations include city and other local ordinances (including subdivision and zoning ordinances), approvals for construction, modification and
removal of towers and small cells, and restrictive covenants imposed by community developers. These regulations vary greatly, but typically require us to
obtain prior approval from local officials. Local zoning authorities may render decisions that prevent the construction or modification of towers or small cells,
or place conditions on such construction or modifications that are responsive to community residents' concerns regarding the height, visibility, or other
characteristics of such infrastructure. Over the last several years, the FCC has adopted regulations and 32 states have passed legislation intended to expedite and
streamline the deployment of wireless networks, including establishing presumptively reasonable timeframes for reviews by local and state governments.
Notwithstanding such developments, decisions of local regulatory authorities and utilities in certain jurisdictions may continue to adversely affect deployment
timing and cost.
Certain of our subsidiaries hold state authorizations, including authorizations to act as competitive local exchange carriers ("CLECs"), to provide
intrastate telecommunication services in addition to FCC authorization to provide domestic interstate telecommunication services. State authorizations may
help promote access to public rights-of-way, which is beneficial to the timely deployment of fiber and small cells, and often allow us to deploy such
infrastructure in locations where zoning restrictions might otherwise delay, restrict, or prevent building or expanding traditional wireless tower and rooftop
sites. See "Item 1A. Risk Factors" for additional information regarding rights to our infrastructure.
Environmental. We are required to comply with a variety of federal, state and local environmental laws and regulations protecting environmental quality,
including air and water quality, and wildlife. To date, we have not incurred any material fines or penalties or experienced any material adverse effects to our
business as a result of any domestic or international environmental regulations or matters. See "Item 1A. Risk Factors" for additional information regarding
compliance with laws and regulations.
The construction of new towers and small cells or, in some cases, their modification in the U.S. may be subject to environmental review under the
National Environmental Policy Act of 1969, as amended ("NEPA"), which requires federal agencies to evaluate the environmental impact of major federal
actions. NEPA regulations require applicants to investigate the potential environmental impact of the proposed tower or small cells construction. If the FCC
determines that the proposed tower or small cells construction or modification presents a significant environmental impact, the FCC is required to prepare an
environmental impact statement, which is subject to public comment. Such determination could significantly delay the FCC's approval of the construction or
modification.
10

Our operations are also subject to federal, state and local laws and regulations relating to the management, use, storage, disposal, emission, or remediation
of, or exposure to, hazardous or non-hazardous substances, materials, or wastes. As an owner, lessee, or operator of real property, we are subject to certain
environmental laws that impose strict, joint-and-several liability for the cleanup of on-site or off-site contamination relating to existing or historical operations;
or we could also be subject to personal injury or property damage claims relating to such contamination. In general, our tenant contracts prohibit our tenants
from using or storing any hazardous substances on our communications infrastructure sites in violation of applicable environmental laws and require our
tenants to provide notice of certain environmental conditions caused by them.
We are subject to Occupational Safety and Health Administration and similar guidelines regarding employee protection from radio frequency exposure. In
recent years, the scientific community has extensively studied low-level radio frequency emissions to determine whether they have any connection to certain
negative health effects, such as cancer.
We have compliance programs and monitoring projects designed to promote compliance with applicable environmental laws and regulations.
Nevertheless, there can be no assurance that the costs of compliance with existing or future environmental laws will not have a material adverse effect on us.
Available Information
We maintain a website at www.crowncastle.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K (and
any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act")),
proxy statements and other information about us are made available, free of charge, through the Investors section of our website at
https://investor.crowncastle.com and at the SEC's website at http://sec.gov as soon as reasonably practicable after we electronically file such material with, or
furnish it to, the SEC.
In addition, our Corporate Governance Guidelines, Proper Business Practices and Ethics Policy, Financial Code of Ethics, and the charters of our Audit
Committee, Compensation and Human Capital Committee and Nominating, Environmental, Social and Governance Committee are available through the
Investors section of our website at https://investor.crowncastle.com, and such information is also available in print to any stockholder who requests it. We
intend to post to our website any amendments to or waivers from each of the Business Practices and Ethics Policy and Financial Code of Ethics applicable to
our Chief Executive Officer, Chief Financial Officer and Controller that are required to be disclosed.
11

Item 1A.     Risk Factors
You should carefully consider all of the risks described below, as well as the other information contained in this document, when evaluating your
investment in our securities.
Summary of Risk Factors
The following summarizes our material risk factors. However, this summary is not intended to be a comprehensive and complete list of all risk factors
identified by the Company. Refer to the following pages of this section for additional details regarding these summarized risk factors.
Risks Relating to Our Business and Industry:
•
Our business depends on the demand for our communications infrastructure (including towers, small cells and fiber), driven primarily by demand for
data, and we may be adversely affected by any slowdown in such demand. Additionally, a reduction in the amount or change in the mix of network
investment by our tenants may materially and adversely affect our business (including reducing demand for our communications infrastructure or
services).
•
A substantial portion of our revenues is derived from a small number of tenants, and the loss, consolidation or financial instability of any of such
tenants may materially decrease revenues, reduce demand for our communications infrastructure and services and impact our dividend per share
growth.
•
The expansion or development of our business, including through acquisitions, increased product offerings or other strategic opportunities, may cause
disruptions in our business, which may have an adverse effect on our business, operations or financial results.
•
Our Fiber business model contains certain differences from our Towers business model, resulting in different operational risks. If we do not
successfully operate our Fiber business model or identify or manage the related operational risks, such operations may produce results that are lower
than anticipated.
•
Failure to timely, efficiently and safely execute on our construction projects could adversely affect our business.
•
New technologies may reduce demand for our communications infrastructure or negatively impact our revenues.
•
If we fail to retain rights to our communications infrastructure, including the rights to land under our towers and the right-of-way and other agreements
related to our small cells and fiber, our business may be adversely affected.
•
Our services business has historically experienced significant volatility in demand, which reduces the predictability of our results.
•
As a result of competition in our industry, we may find it more difficult to negotiate favorable rates on our new or renewing tenant contracts.
•
New wireless technologies may not deploy or be adopted by tenants as rapidly or in the manner projected.
•
If radio frequency emissions from wireless handsets or equipment on our communications infrastructure are demonstrated to cause negative health
effects, potential future claims could adversely affect our operations, costs or revenues.
•
Cybersecurity breaches or other information technology disruptions could adversely affect our operations, business, and reputation.
•
Our business may be adversely impacted by climate-related events, natural disasters, including wildfires, and other unforeseen events.
•
Our focus on and disclosure of our ESG position, metrics, strategy, goals and initiatives expose us to potential litigation or regulatory action and other
adverse effects to our business.
•
Failure to attract, recruit and retain qualified and experienced employees could adversely affect our business, operations and costs.
•
Changes to management, including turnover of our top executives, could have an adverse effect on our business.
•
Actions that we are taking, or have completed, to restructure our business in alignment with our strategic priorities may not be as effective as
anticipated.
•
Actions of activist stockholders could impact the pursuit of our business strategies and adversely affect our results of operations, financial condition,
or stock price.
12

Risks Relating to Our Pending Sale of the Fiber Business:
•
The pendency of the sale of our Fiber Business to Zayo and EQT may have an adverse effect on our business, results of operations, cash flows and
financial position.
•
Completion of the Strategic Fiber Transaction is subject to the conditions contained in the Strategic Fiber Agreement, including regulatory approvals,
which may not be received, and separation of the Fiber Business from our current operations, and if these conditions are not satisfied or waived, the
transaction will not be completed.
•
The failure to complete the planned sale of the Fiber Business to Zayo and EQT could have a material and adverse effect on our business, results of
operations, financial condition, cash flows, and stock price.
Risks Relating to Our Debt and Equity
•
Our substantial level of indebtedness could adversely affect our ability to react to changes in our business, and the terms of our debt instruments limit
our ability to take a number of actions that our management might otherwise believe to be in our best interests. In addition, if we fail to comply with
our covenants, our debt could be accelerated.
•
We have a substantial amount of indebtedness. In the event we do not repay or refinance such indebtedness, we could face substantial liquidity issues
and might be required to issue equity securities or securities convertible into equity securities, or sell some of our assets, possibly on unfavorable
terms, to meet our debt payment obligations.
•
Sales or issuances of a substantial number of shares of our common stock or securities convertible into shares of our common stock may adversely
affect the market price of our common stock.
•
Certain provisions of our restated certificate of incorporation ("Charter") and second amended and restated by-laws, as amended ("By-laws") and
operative agreements, and domestic and international competition laws may make it more difficult for a third party to acquire control of us or for us to
acquire control of a third party, even if such a change in control would be beneficial to our stockholders.
Risks Relating to Corporate Compliance
•
If we fail to comply with laws or regulations which regulate our business and which may change at any time, we may be fined or even lose our right to
conduct some of our business.
Risks Relating to Our REIT Status
•
Future dividend payments to our stockholders will reduce the availability of our cash on hand available to fund future discretionary investments, and
may result in a need to incur indebtedness or issue equity securities to fund growth opportunities. In such event, the then current economic, credit
market or equity market conditions will impact the availability or cost of such financing, which may hinder our ability to grow our per share results of
operations.
•
Remaining qualified to be taxed as a REIT involves highly technical and complex provisions of the Code. Failure to remain qualified as a REIT would
result in our inability to deduct dividends to stockholders when computing our taxable income, thereby increasing our tax obligations and reducing our
available cash.
•
Complying with REIT requirements, including the 90% distribution requirement, may limit our flexibility or cause us to forgo otherwise attractive
opportunities, including certain discretionary investments and potential financing alternatives.
•
REIT related ownership limitations and transfer restrictions may prevent or restrict certain transfers of our capital stock.
13

Risks Relating to Our Business and Industry
Our business depends on the demand for our communications infrastructure (including towers, small cells and fiber), driven primarily by demand for data,
and we may be adversely affected by any slowdown in such demand. Additionally, a reduction in the amount or change in the mix of network investment by
our tenants may materially and adversely affect our business (including reducing demand for our communications infrastructure or services).
Tenant demand for our communications infrastructure depends on consumers' and organizations' demand for data. Additionally, the willingness of our
tenants to utilize our communications infrastructure, or renew or extend existing tenant contracts on our communications infrastructure, is affected by numerous
factors, including:
•
availability or capacity of our communications infrastructure or associated land interests;
•
location of our communications infrastructure;
•
financial condition of our tenants, including their profitability and availability or cost of capital, including through government funding;
•
willingness of our tenants to maintain or increase their network investment or changes in their capital allocation strategy;
•
need for integrated networks and organizations;
•
availability and cost of spectrum for commercial use;
•
increased use of network sharing, roaming, joint development, or resale agreements by our tenants;
•
mergers or consolidations by and among our tenants;
•
changes in, or success of, our tenants' business models;
•
governmental regulations and initiatives, including local or state restrictions on the proliferation of communications infrastructure;
•
cost of constructing communications infrastructure;
•
our market competition, including tenants that may elect to self-perform;
•
technological changes, including those (1)  affecting the number or type of communications infrastructure needed to provide data to a given
geographic area or which may otherwise serve as a substitute or alternative to our communications infrastructure or (2) resulting in the obsolescence
or decommissioning of certain existing wireless networks; and
•
our ability to efficiently satisfy our tenants' service requirements.
A slowdown in demand for data or our communications infrastructure may negatively impact our growth or otherwise have a material adverse effect on
us. If our current or potential tenants are unable to raise adequate capital to fund their business plans, as a result of disruptions in the financial and credit
markets or otherwise, they may reduce their spending, which could adversely affect our anticipated growth or the demand for our communications
infrastructure or services.
The amount, timing, and mix of our tenants' network investment is variable and can be significantly impacted by the various matters described in these
risk factors. Changes in tenant network investment typically impact the demand for our communications infrastructure. As a result, changes in tenant plans such
as delays in the implementation of new systems, new and emerging technologies, or change in plans to expand coverage or capacity may reduce demand for our
communications infrastructure. As part of our announced plans to enhance returns in the Fiber segment, during the fourth quarter of 2024, we completed
discussions with certain of our tenants regarding approximately 7,000 previously-identified greenfield small cell nodes in our contracted backlog that both
parties mutually agreed to cancel. These cancellations resulted in a $106 million asset write-down charge in the fourth quarter of 2024.
Furthermore, the industries in which our tenants operate (particularly those in the wireless industry) could experience a slowdown or slowing growth rates
as a result of numerous factors, including a reduction in consumer demand for data or general economic conditions. There can be no assurances that weakness
or uncertainty in the economic environment will not adversely impact our tenants or their industries, which may materially and adversely affect our business,
including by reducing demand for our communications infrastructure or services. In addition, a slowdown may increase competition for site rental tenants or
services. Such an industry slowdown or a reduction in tenant network investment may materially and adversely affect our business.
14

A substantial portion of our revenues is derived from a small number of tenants, and the loss, consolidation or financial instability of any of such tenants
may materially decrease revenues, reduce demand for our communications infrastructure and services and impact our dividend per share growth.
Our three largest tenants are T-Mobile, AT&T and Verizon Wireless. In addition to our three largest tenants, we also derive a meaningful portion of our
revenues and anticipated future growth from DISH Network Corporate ("DISH"). The loss of any one of our largest tenants, including DISH, as a result of
consolidation, merger, bankruptcy, insolvency, network sharing, roaming, joint development, resale agreements by our tenants or otherwise may result in (1) a
material decrease in our revenues, (2) uncollectible account receivables, (3) an impairment of our deferred site rental receivables, communications
infrastructure assets, or intangible assets (including goodwill), or (4) other adverse effects to our business. We cannot guarantee that tenant contracts with our
largest tenants will not be terminated or that these tenants will renew their tenant contracts with us.
Consolidation among our largest tenants will likely result in duplicate or overlapping parts of networks, for example, where they are co-residents on a
tower or small cell network, which may result in the termination, non-renewal or re-negotiation of tenant contracts and negatively impact revenues from our
communications infrastructure. Due to the long-term nature of our tenant contracts, we generally expect that the impact to our site rental revenues from any
termination of our tenant contracts as a result of such potential consolidation would be spread out over multiple years. Such consolidation (or potential
consolidation) may result in a reduction or slowdown in such tenants' network investment in the aggregate because their expansion plans may be similar. Tenant
consolidation could decrease the demand for our communications infrastructure and services, which in turn may result in a reduction in our revenues or cash
flows and may trigger a review for impairment of certain long-lived assets.
On January 6, 2022, we entered into an agreement with T-Mobile that addressed the T-Mobile and Sprint network consolidation. We anticipate that this
consolidation will result in approximately $200 million in Towers non-renewals in 2025, with additional non-renewals from this agreement, which we expect to
fall within our historical non-renewal range of 1% to 2% of Towers annual site rental revenues, to occur each year through 2034. We expect an additional
impact of approximately $45 million in aggregate Fiber non-renewals to occur in 2025 and in subsequent years.
See "Item 1. Business—The Company" and note 14 to our consolidated financial statements for further information regarding our largest tenants.
The expansion or development of our business, including through acquisitions, increased product offerings or other strategic opportunities, may cause
disruptions in our business, which may have an adverse effect on our business, operations or financial results.
We seek to expand and develop our business, including through acquisitions, increased product offerings, or other strategic opportunities. In the ordinary
course of our business, we review, analyze and evaluate various potential transactions or other activities in which we may engage. Such transactions or
activities could be complex, costly and time-consuming, or cause disruptions in, increase risk to or otherwise negatively impact our business. Among other
things, such transactions and activities may:
•
disrupt our business relationships with our tenants and landlords, depending on the nature of or counterparty to such transactions and activities;
•
divert capital and the time or attention of management away from other business operations, including as a result of post-transaction integration
activities;
•
fail to achieve revenue or margin targets, operational synergies or other benefits contemplated;
•
increase operational risk or volatility in our business;
•
temporarily decrease the volume of our business;
•
not result in the benefits management had expected to realize from such expansion and development activities, or those benefits may take longer to
realize than expected;
•
impact our cost structure and result in the need to hire additional employees;
•
increase demands on current employees or result in current or prospective employees experiencing uncertainty about their future roles with us,
which might adversely affect our ability to retain or attract key employees; or
•
result in the need for additional TRSs or contributions of certain assets to TRSs, which are subject to federal and state corporate income taxes.
15

Our Fiber business model contains certain differences from our Towers business model, resulting in different operational risks. If we do not successfully
operate our Fiber business model or identify or manage the related operational risks, such operations may produce results that are lower than anticipated.
Over the last decade, we have allocated a significant amount of capital to our Fiber business, which is a much less mature business for us than our Towers
business. Our Fiber segment represented 33% and 34% of our site rental revenues for the years ended December 31, 2024 and 2023, respectively. The business
model for our Fiber operations contains certain differences from our business model for our Towers operations, including those relating to tenant base,
competition, contract terms (including requirements for service level agreements regarding network performance and maintenance), upfront capital
requirements, labor costs, landlord demographics, deployment and ownership of certain network assets, operational oversight requirements, government
regulations, growth rates and applicable laws.
While our Fiber operations have certain risks that are similar to our Towers operations, they also have certain operational risks (including the scalability
of processes) that are different from our Towers business, including:
•
the use of public rights-of-way and franchise agreements;
•
the use of poles and conduits owned solely by, or jointly with, third parties;
•
risks relating to overbuilding competitive fiber assets;
•
risks relating to the specific markets in which we choose or plan to operate;
•
risks relating to construction hazards, including boring, trenching, utility and maintenance of traffic hazards;
•
construction management and construction-related billings to tenants;
•
risks relating to efficiently and rapidly adjusting the size of the personnel needed to operate our Fiber business;
•
risks relating to wireless carriers building their own small cell networks, or tenants utilizing their own or alternative fiber assets;
•
the risk of failing to optimize the use of our finite supply of fiber strands;
•
damage to our assets and the need to maintain, repair, upgrade and periodically replace our assets;
•
the risk of failing to properly maintain or operate highly specialized hardware and software;
•
network data security risks;
•
the risk of new technologies that could enable tenants to realize the same benefits with less utilization of our fiber;
•
potential damage to our overall reputation as a communications infrastructure provider; and
•
the use of CLEC status.
In addition, the rate at which tenants adopt or prioritize small cells and fiber solutions has been lower or slower than we anticipated, and may continue to
be lower or slower, or may cease to exist altogether. For example, our tenants have initially focused on utilizing towers in the first phase of deploying their 5G
networks, which has led to delays in some of our small cell deployments. We anticipate that these delays will be temporary, as our tenants plan for the next
phase of their 5G network deployment which we believe will require small cells at scale. Our Fiber operations also expose us to different safety or liability risks
or hazards than our Towers business as a result of numerous factors, including those stemming from the deployment, location or nature of the assets involved.
There may be risks and challenges associated with small cells and fiber solutions being comparatively new and emerging technologies that are continuing to
evolve, and there may be other risks related to small cells and fiber solutions of which we are not yet aware. See "—The pendency of the sale of our Fiber
Business to Zayo and EQT may have an adverse effect on our business, results of operations, cash flows and financial position.", "—Completion of the
Strategic Fiber Transaction is subject to the conditions contained in the Strategic Fiber Agreement, including regulatory approvals, which may not be received,
and separation of the Fiber Business from our current operations, and if these conditions are not satisfied or waived, the transaction will not be completed.",
"—The failure to complete the planned sale of the Fiber Business to Zayo and EQT could have a material and adverse effect on our business, results of
operations, financial condition, cash flows, and stock price." and "—Our business depends on the demand for our communications infrastructure (including
towers, small cells and fiber), driven primarily by demand for data, and we may be adversely affected by any slowdown in such demand. Additionally, a
reduction in the amount or change in the mix of network investment by our tenants may materially and adversely affect our business (including reducing
demand for our communications infrastructure or services.)", for discussions of the Strategic Fiber Transaction and the potential impact to the growth of our
Fiber segment as well as the previously announced small cell node cancellations.
Failure to timely, efficiently and safely execute on our construction projects could adversely affect our business.
Our construction projects and related contracts can be long-term, complex in nature, dangerous, costly and challenging to execute. The quality of our
performance on such construction projects depends in large part upon our ability to manage (1) the associated tenant relationship and (2) the project itself by
timely deploying and properly managing appropriate internal and external project resources. In connection with our construction projects, we generally bear the
risk of cost over-runs, labor availability and productivity, and contractor pricing and performance.
16

In addition, the construction projects (including modifications of existing communications infrastructure) can pose certain safety risks, including:
•
risks resulting from elevated work, including falling hazards;
•
risks of third-party non-compliance with safety regulations, industry best practices or other applicable standards;
•
risks associated with utility hazards, including gas line, electrical or sewage strikes, which may result in explosions, electrocution and other
potentially catastrophic events; and
•
risk of potential wildfires, including due to welding, grinding, cutting, or other construction activity.
Such safety risks may cause personal injury or loss of life, severe damage to or destruction of property, suspension of operations or services, or significant
damage to the environment, creating financial, regulatory or reputational damage that could adversely affect our business. See "—Our business may be
adversely impacted by climate-related events, natural disasters, including wildfires, and other unforeseen events" below for additional information regarding
potential adverse impacts to our business which may result from wildfires and other climate-related events.
Further, investments in newly constructed communications infrastructure may result in lower initial returns compared to returns on our existing
communications infrastructure or us not being able to realize future tenant additions at anticipated levels.
Additionally, contracts with our tenants for these projects typically specify delivery dates, performance criteria and penalties for our failure to perform.
Our failure to perform timely and in accordance with the performance criteria exposes us to penalties specified in the contract or possible litigation. We often
experience unforeseen delays from municipalities and utility companies that result in longer construction timelines than expected, which impact our ability to
timely deliver on our projects. We may also experience unforeseen delays and increased project costs as a result of labor shortages, which may impact the
availability of contractors to work on our construction projects. Our failure to manage such tenant relationships, project resources, and project milestones in a
timely and efficient manner and appropriately manage safety risks could have a material adverse effect on our business.
New technologies may reduce demand for our communications infrastructure or negatively impact our revenues.
Improvements in the efficiency, architecture, and design of communication networks may reduce the demand for our communications infrastructure. For
example, new technologies and spectrum that may promote network sharing, joint development, backhaul and fronthaul efficiency or resale agreements by our
tenants, such as signal combining technologies or network virtualization, may reduce the need for our communications infrastructure. In addition, other
technologies, such as WiFi, blimps, satellite (such as low earth orbiting) and mesh transmission systems may, in the future, serve as substitutes for, or
alternatives to, leasing on communications infrastructure that might otherwise be anticipated or expected had such technologies not existed. In addition, new
technologies that enhance the range, efficiency and capacity of communication equipment could reduce demand for our communications infrastructure. Any
significant reduction in demand for our communications infrastructure resulting from the new technologies may negatively impact our revenues or otherwise
have a material adverse effect on us.
If we fail to retain rights to our communications infrastructure, including the rights to land under our towers and the right-of-way and other agreements
related to our small cells and fiber, our business may be adversely affected.
The property interests and other rights to our communications infrastructure, including the land under our towers, are derived from leasehold and sub-
leasehold interests, fee interests, easements, licenses, rights-of-way, and franchise and other agreements. A loss of these interests and other rights may interfere
with our ability to conduct our business or generate revenues. For various reasons, we may not always have the ability to access, analyze, or verify all
information regarding titles or other issues prior to acquiring communications infrastructure. Further, we may not be able to renew ground leases or other
agreements on commercially viable terms.
Our ability to retain rights to the land on which our towers are located depends on our ability to purchase such land, by acquiring fee interests and
perpetual easements, or renegotiate or extend the terms of the agreements relating to such land. Approximately 10% of our towers site rental gross margin for
the year ended December 31, 2024 was derived from towers where the leases for the land under such towers had final expiration dates of less than 10 years. If
we are unable to retain rights to the property on which our communications infrastructure is located, our business may be adversely affected.
As of December 31, 2024, approximately 54% of our towers were leased or subleased or operated and managed under master leases, subleases, or other
agreements with AT&T and T-Mobile (including those which T-Mobile assumed in its merger with Sprint). We have the option to purchase these towers at the
end of their respective lease terms. We have no obligation to exercise such purchase options. We may not have the required available capital to exercise our
right to purchase some or all of these towers at the time these options are exercisable. Even if we do have available capital, we may choose not to exercise our
17

right to purchase these towers or some or all of the T-Mobile or AT&T towers for business or other reasons. In the event that we do not exercise these purchase
rights, or are otherwise unable to acquire an interest that would allow us to continue to operate these towers after the applicable period, we will lose the cash
flows derived from such towers, which may have a material adverse effect on our business. In the event that we decide to exercise these purchase rights, the
benefits of the acquisition of these towers may not exceed the costs, which could adversely affect our business. Additional information concerning these towers
and the applicable purchase options as of December 31, 2024 is as follows:
•
22% of our towers are leased or subleased or operated and managed under a master lease or other related agreements with AT&T for a weighted-
average initial term of approximately 28 years, weighted based on towers site rental gross margin. We have the option to purchase the leased and
subleased towers from AT&T at the end of the respective lease or sublease terms for aggregate option payments of approximately $4.2 billion,
which payments, if such option is exercised, would be due between 2032 and 2048.
•
32% of our towers are leased or subleased or operated and managed under master leases, subleases or other agreements with T-Mobile (including
those which T-Mobile assumed in its merger with Sprint). Approximately half of such towers have an initial term of 32 years (through May 2037),
and we have the option to purchase in 2037 all (but not less than all) of such leased and subleased towers from T-Mobile for approximately $2.3
billion. The remainder of such towers have a weighted-average initial term of approximately 28 years, weighted based on towers site rental gross
margin. We have the option to purchase such towers from T-Mobile at the end of the respective terms for aggregate option payments of
approximately $2.0 billion, which payments, if such option is exercised, would be due between 2035 and 2049. In addition, another 1% of our
towers under master leases, subleases, and other agreements with T-Mobile are subject to a lease and sublease or other related arrangements with
AT&T. We have the option to purchase these towers from AT&T at the end of their respective lease terms for aggregate option payments of up to
approximately $385 million, which payments, if such option is exercised, would be due prior to 2032 (less than $12 million would be due before
2029).
Under master lease or master prepaid lease arrangements we have with AT&T and T-Mobile (including those which T-Mobile assumed in its merger with
Sprint), certain of our subsidiaries lease or sublease, or are otherwise granted the right to operate and manage, towers from bankruptcy remote subsidiaries of
such carriers. If one of these bankruptcy remote subsidiaries should become a debtor in a bankruptcy proceeding and is permitted to reject the underlying
ground lease, our subsidiaries could lose their interest in the applicable sites. If our subsidiaries were to lose their interest in the applicable sites or if the
applicable ground leases were to be terminated, we would lose the cash flow derived from the towers on those sites, which may have a material adverse effect
on our business. We have similar bankruptcy risks with respect to sites that we operate under management agreements.
For our small cells and fiber, we must maintain rights-of-way, franchise, pole attachment, conduit use, fiber use and other agreements to operate our
assets. For various reasons, we may not always have the ability to maintain these agreements or obtain future agreements to construct, maintain and operate our
fiber assets. Access to rights-of-way may depend on our CLEC status, and we cannot be certain that jurisdictions will (1) recognize such CLEC status or (2) not
change their laws concerning CLEC access to rights-of-way. If a material portion of these agreements are terminated or are not renewed, we might be forced to
abandon our assets, which may adversely impact our business. In order to operate our assets, we must also maintain fiber agreements that we have with public
and private entities. There is no assurance that we will be able to renew these agreements on favorable terms, or at all. If we are unable to renew these
agreements on favorable terms, we may face increased costs or reduced revenues.
Additionally, in order to expand our communications infrastructure footprint to new locations, we often need to obtain new or additional rights-of-way
and other agreements. Our failure to obtain these agreements in a prompt and cost-effective manner may prevent us from expanding our footprint, which may
be necessary to meet our contractual obligations to our tenants and could adversely impact our business.
Our services business has historically experienced significant volatility in demand, which reduces the predictability of our results.
The operating results of our services business for any particular period may experience significant fluctuations given its non-recurring nature and should
not necessarily be considered indicative of longer-term results for this activity. Our services business is generally driven by demand for our communications
infrastructure and may be adversely impacted by various factors, including:
•
competition;
•
the timing, mix and amount of tenant network investments;
•
the rate and volume of tenant deployment plans;
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•
unforeseen delays or challenges relating to work performed;
•
economic weakness or uncertainty;
•
labor availability and productivity;
•
availability of key components;
•
our market share; and
•
changes in the size, scope, or volume of work performed.
During both 2023 and 2024, due primarily to our discontinuation of installation services as a Towers product offering previously announced in July 2023,
services and other revenues decreased by 36% and 53%, respectively, when compared to years ended December 31, 2022 and 2023, respectively. We continue
to offer site development services on our towers. See note 16 to our consolidated financial statements and "Item 7. MD&A—General Overview—Highlights of
Business Fundamentals and Results" for further discussion of our 2023 Restructuring Plan, which included discontinuing installation services as a Towers
product offering.
As a result of competition in our industry, we may find it more difficult to negotiate favorable rates on our new or renewing tenant contracts.
Our growth is dependent on our entering into new tenant contracts (including amendments to tenant contracts upon modification of existing towers, small
cells or fiber), as well as renewing or renegotiating tenant contracts when existing tenant contracts terminate. Competition in our industry may make it more
difficult for us to attract new tenants, maintain or increase our gross margins, or maintain or increase our market share. In addition, competition (primarily in
our fiber solutions business) may, in certain circumstances, cause us to renegotiate certain existing tenant contracts to avoid early contract terminations. We
face competition for site rental tenants and associated contractual rates from various sources, including (1) other independent communications infrastructure
owners or operators, including those that own, operate, or manage towers, rooftops, broadcast or transmission towers, utility poles, fiber (including non-
traditional competitors such as cable providers) or small cells, (2) tenants who elect to self-perform and (3) new alternative deployment methods for
communications infrastructure.
Our Fiber business generally has different competitors than those in our Towers business, including other owners of fiber, as well as new entrants into
small cells and fiber solutions, some of which may have larger networks, greater financial resources or more experience in managing such assets than we have.
The level of non-renewals associated with fiber solutions is generally higher than that of Towers and small cells.
New wireless technologies may not deploy or be adopted by tenants as rapidly or in the manner projected.
There can be no assurances that new wireless services or technologies, which may drive demand for our communications infrastructure, will be
introduced or deployed as rapidly or in the manner projected by the wireless carriers. In addition, demand or tenant adoption rates for such new technologies
may be lower or slower than anticipated for numerous reasons. As a result, growth opportunities or demand for our communications infrastructure arising from
such technologies may not be realized at the times or to the extent anticipated.
If radio frequency emissions from wireless handsets or equipment on our communications infrastructure are demonstrated to cause negative health effects,
potential future claims could adversely affect our operations, costs or revenues.
The potential connection between radio frequency emissions and certain negative health effects, including some forms of cancer, has been the subject of
substantial study by the scientific community in recent years. We cannot guarantee that claims relating to radio frequency emissions will not arise in the future
or that the results of such studies will not be adverse to us.
Public perception of possible health risks associated with cellular or other wireless connectivity services and wireless technologies (such as 5G) may slow
or diminish the growth of wireless companies and deployment of new wireless technologies, which may in turn slow or diminish our growth. In particular,
negative public perception of, and regulations regarding, these perceived health risks may slow or diminish the market acceptance of wireless services and
technologies. If a connection between radio frequency emissions and possible negative health effects were established, our operations, costs, or revenues may
be materially and adversely affected. We currently do not maintain any significant insurance with respect to these matters.
Cybersecurity breaches or other information technology disruptions could adversely affect our operations, business, and reputation.
Despite existing security measures, certain of our information technology and communications infrastructure may be subject to damage, disruptions, or
shutdowns due to unauthorized access, computer viruses, ransomware or other malicious software, cyber-attacks and other security breaches. In addition, our
reliance on cloud- or internet-based services and on remote
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access to information systems increases our exposure to potential cybersecurity incidents. An attack attempt or security breach, such as a distributed denial of
service attack, could potentially result in (1) interruption or cessation of certain of our services to our tenants or access by our tenants to certain of our
information technology systems, (2) our inability to meet expected levels of service to our tenants, (3) data transmitted over our tenants' networks being
compromised or misappropriated, or (4) business or other sensitive data being compromised, misappropriated or lost. Although we believe we have a
comprehensive incident response plan and other cybersecurity measures and policies in place, we cannot guarantee that our security measures will not be
circumvented, resulting in tenant network failures or interruptions that could impact our tenants' network availability and have a material adverse effect on our
business, financial condition, or operational results.
Additionally, security incidents impacting our tenants, vendors and business partners could result in a material adverse effect on our business. We may be
required to expend significant resources to protect against or recover from such threats. If an actual or perceived breach of our cybersecurity or information
technology, or that of our cloud- or internet-based service providers, occurs, the market perception of the effectiveness of our security measures could be
harmed, and we could lose tenants. Further, the perpetrators of cyber-attacks are not restricted to particular groups or persons. These threats can arise from
external parties, such as cyber terrorists or nation-state actors, as well as insiders, such as our employees or contractors, who knowingly or unknowingly engage
in or enable malicious cyber activities. In addition, our acquisitions, both past and future, may alter our potential exposure to the risks described above. While
we maintain insurance that includes coverage in the event of cybersecurity or other information technology breaches, there can be no assurances that such
coverage will be adequate to cover exposure from such incidents.
Our business may be adversely impacted by climate-related events, natural disasters, including wildfires, and other unforeseen events.
We could be negatively impacted by other unforeseen events, such as extreme weather events or natural disasters (including as a result of any potential
effects of climate change), or acts of vandalism. There is increasing concern that global climate change is occurring and could result in increased frequency of
certain types of natural disasters and extreme weather events. Although we have implemented a wildfire risk mitigation program, the effects of climate change
have increased the risk and extent of wildfires that could potentially result from certain of our construction and maintenance projects and other operating
activities. We cannot predict with certainty the rate at which climate change is occurring or the potential direct or indirect impacts of climate change to our
business. Any such unforeseen events could, among other things, damage or delay deployment of our communications infrastructure, interrupt or delay service
to our tenants or could result in legal claims or penalties, disruption in operations, damage to our reputation, negative market perception, or costly response
measures, which could adversely affect our business.
While we currently maintain insurance policies that include coverage in the event of natural disasters and other unforeseen events, including possible
incidents in which our actions (or the actions of those acting on our behalf) contribute to such events, there can be no assurances that such coverage will be
adequate to cover exposure from such events. Further, we do not maintain, and do not expect to maintain, insurance policies that provide adequate coverage in
the event that our actions (or those actions of those acting on our behalf) contribute to a wildfire event, as a result of the fact that such insurance policies are
generally not economically available.
Our focus on and disclosure of our ESG position, metrics, strategy, goals and initiatives expose us to potential litigation or regulatory action and other
adverse effects to our business.
In recent years, certain of our investors, tenants, employees and other stakeholders have increased their focus on ESG matters and disclosure. In response,
we have published ESG reports and related materials and made other public announcements regarding our ESG position, initiatives and goals. Our ESG
metrics, initiatives and goals, and progress against those goals, may be based on standards that are still developing and that may not be uniformly adopted or
applied by other companies, processes and internal controls that continue to evolve, potentially missing or deficient third-party data, wide range of acceptable
estimation techniques, and estimates and assumptions that are subject to a greater degree of uncertainty and may change more frequently than those underlying
our financial metrics. Our ESG initiatives and goals may be difficult to implement, may lead to increased scrutiny by policymakers and stakeholders, may be
contrary to interests of other stakeholders and may increase operating costs and result in changes to certain of our operations, assets and processes.
In addition, we are subject to, and may become subject to additional, climate change-based and other ESG-related laws, regulations and policies, with
varying scopes and complexity, such as the SEC's climate-related disclosure rules and the State of California's carbon and climate disclosure laws, that have
increased, and could further increase, compliance burdens and associated costs. Applicable laws, regulations and policies in some jurisdictions may conflict
with those in other jurisdictions. In addition, regulators may interpret and apply laws, regulations and policies in a manner inconsistent with previous
interpretation and application. Failure to comply with any legislation, regulation or policy, including as a result of good faith
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interpretations that may differ from those taken by the relevant enforcement authorities, could potentially result in substantial fines, criminal sanctions,
reputational harm or operational changes.
Our focus and disclosure of our ESG goals and initiatives – including achievement of or failure to achieve such goals and initiatives, accurately reporting
our metrics or adherence to prior public statements – exposes us to potential litigation or regulatory action, which may materially adversely affect our business,
results of operations, financial condition and stock price.
Failure to attract, recruit and retain qualified and experienced employees could adversely affect our business, operations and costs.
Our ability to sustain and grow our business and execute on our strategy requires us, in part, to attract, recruit and retain qualified and experienced
employees, including key management personnel and other talent. We have encountered a competitive labor market for experienced talent in our industry due,
in part, to macroeconomic conditions. Our stock price performance has caused, and may continue to cause, a failure to achieve certain metrics on which vesting
of our performance-based equity awards is based. If our total compensation package is not viewed as competitive, our ability to successfully attract, recruit and
retain key employees could adversely impact our business, operations, and costs, which could result in the loss of institutional knowledge and expertise of
departing employees.
We have recently experienced, and may continue to experience, the departure of key management personnel, as well as the elimination and consolidation
of roles and responsibilities. See "—Changes to management, including turnover of our top executives, could have an adverse effect on our business.", "—
Actions that we are taking, or have completed, to restructure our business in alignment with our strategic priorities may not be as effective as anticipated." and
"— The pendency of the sale of our Fiber Business to Zayo and EQT may have an adverse effect on our business, results of operations, cash flows and financial
position." for a discussion of the Strategic Fiber Transaction, recent management changes and the reductions in our workforce in 2023 and 2024, and the
potential adverse impact on our workforce therefrom.
Changes to management, including turnover of our top executives, could have an adverse effect on our business.
Our business has experienced, and may continue to experience, significant executive management changes, including the consolidation of roles and
responsibilities. In December 2023, we announced the retirement of Jay A. Brown, our President and Chief Executive Officer ("CEO") and the appointment of
Anthony J. Melone, a member of our board of directors, to serve as interim President and CEO. In April 2024, Steven J. Moskowitz was appointed as President
and CEO. Additionally, in January 2025, we announced that Daniel K. Schlanger would cease serving as our Executive Vice President and Chief Financial
Officer, effective March 2025. We also have experienced and may continue to experience the departure and transition of other members of our executive
management team.
These leadership changes may be inherently difficult to manage and may hamper our ability to meet our financial and operational goals as new
management becomes familiar with their roles and the business. Such changes may also result in added costs, uncertainty concerning our future direction,
decreased employee morale, and the loss of personnel with deep institutional knowledge and industry relationships. Any of the foregoing could result in
significant disruptions to our operations and impact our ability to execute on our strategy and pursue strategic initiatives.
Further, we have increased our dependency on the remaining members of our executive management team to facilitate a smooth transition in leadership
roles. Our executive officers are at-will employees; as such, their employment with us could terminate at any time, and any such departure could be particularly
disruptive in light of the recent leadership changes. If we are unable to mitigate these or other similar risks, our business, results of operations and financial
condition may be adversely affected.
Actions that we are taking, or have completed, to restructure our business in alignment with our strategic priorities may not be as effective as anticipated.
In July 2023, we initiated the 2023 Restructuring Plan as part of our efforts to reduce costs to better align our operational needs with lower tower activity.
The 2023 Restructuring Plan included reducing our total employee headcount by approximately 15%, discontinuing installation services as a Towers product
offering, and consolidating office space. As a result of the foregoing actions, we incurred $85 million and $9 million of restructuring charges in 2023 and 2024,
respectively. The actions associated with the 2023 Restructuring Plan were substantially completed and related charges were recorded by June 30, 2024, while
the payments for the employee headcount reduction were substantially completed by December 31, 2024. The remaining payments for the office space
consolidation will be completed in 2032.
In June 2024, we initiated the 2024 Restructuring Plan as part of our efforts to drive operational efficiencies and reduce operating costs and capital
expenditures, with a primary focus on our Fiber segment. As a result, we announced a reduction of
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our total employee headcount by more than 10% and the closing of certain offices. Related to the actions undertaken for the 2024 Restructuring Plan, we
incurred $100 million of restructuring charges in 2024. The actions associated with the 2024 Restructuring Plan and related charges were substantially
completed and recorded by December 31, 2024, while the payments are expected to be completed for the employee headcount reduction in 2025 and office
closures in 2033.
In addition, we may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur, including in
connection with the execution of these actions. We have made certain assumptions in estimating the anticipated savings we expect to achieve under the
Restructuring Plans, which include the estimated savings from the elimination of certain headcount and the consolidation and closure of office space. These
assumptions may turn out to be incorrect due to a variety of factors. In addition, our ability to realize the expected benefits from the Restructuring Plans is
subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. As such, we may not realize,
in full or in part, or sustain, the anticipated benefits from the Restructuring Plans or do so within the expected time frame, and anticipated benefits may not be
adequate to meet our long-term profitability and operational expectations.
Furthermore, the Restructuring Plans may result in unintended consequences, including:
•
employee attrition beyond the intended reduction in force;
•
damage to our corporate culture and decreased employee morale and productivity among our remaining employees;
•
diversion of management attention;
•
adverse effects to our reputation as an employer (which could make it more difficult for us to hire new employees in the future);
•
loss of institutional knowledge and expertise of departing employees;
•
inability to timely and efficiently scale our workforce in response to shifting demand in our business; and
•
potential failure or delays to meet operational and growth targets due to the loss of qualified employees.
If we experience any of these adverse consequences, the Restructuring Plans and other strategic initiatives may not achieve or sustain their intended
benefits, or the benefits, even if achieved, may not be adequate to meet our long-term profitability and operational expectations, which could adversely affect
our business, results of operations and financial condition.
Actions of activist stockholders could impact the pursuit of our business strategies and adversely affect our results of operations, financial condition,
or stock price.
We have been, and may in the future be, subject to activities initiated by activist stockholders. In December 2023, we entered into a Cooperation
Agreement ("Cooperation Agreement") with Elliott Investment Management L.P., Elliott Associates, L.P. and Elliott International, L.P. (collectively, "Elliott").
Pursuant to the Cooperation Agreement, we agreed, among other things, (1) to promptly appoint Jason Genrich and Sunit Patel as members of the board of
directors, with an initial term that expired at our 2024 Annual Meeting of Stockholders ("2024 Annual Meeting"), (2) to establish a Fiber Review Committee to
conduct a strategic and operational review of our Fiber business and (3) to establish a CEO Search Committee to conduct a search for the next CEO of our
company.
On March 3, 2024, we entered into an amendment to the Cooperation Agreement with Elliott, which, among other things, (1) eliminated limitations on the
size of our board of directors, the Fiber Review Committee and the CEO Search Committee, (2) provided that Elliott and certain of its affiliates would vote pro
rata in accordance with the vote of other stockholders at the 2024 Annual Meeting, subject to certain exceptions, and (3) provided our board of directors could
change its recommendation and cease soliciting proxies in favor of Messrs. Genrich or Patel if it first made a determination that its fiduciary duties required it
to do so. Messrs. Genrich and Patel were subsequently reelected to serve until our 2025 Annual Meeting of Stockholders. The operational review of our Fiber
business and the search for the next CEO of our company concluded during 2024, and the strategic review of our Fiber business concluded in 2025 with our
entry into the Strategic Fiber Agreement. See "—The pendency of the sale of our Fiber Business to Zayo and EQT may have an adverse effect on our business,
results of operations, cash flows and financial position.", "—Completion of the Strategic Fiber Transaction is subject to the conditions contained in the
Strategic Fiber Agreement, including regulatory approvals, which may not be received, and separation of the Fiber Business from our current operations, and
if these conditions are not satisfied or waived, the transaction will not be completed." and "—The failure to complete the planned sale of the Fiber Business to
Zayo and EQT could have a material and adverse effect on our business, results of operations, financial condition, cash flows, and stock price." for a
discussion of the Strategic Fiber Transaction. The Cooperation Agreement, as amended, remains in effect.
We strive to maintain constructive, ongoing communications with all stockholders, and we welcome constructive input from all stockholders toward the
shared goal of enhancing long-term stockholder value. Nonetheless, we may not be successful in engaging constructively with one or more stockholders, and
any resulting activist campaign that contests, or seeks to change,
22

our strategic direction or business mix (for example, our proxy contest in 2024 with Boots Capital) could have an adverse effect on us because: (1) responding
to actions by activist stockholders could disrupt our business and operations, be costly or time-consuming, or divert the attention of our board of directors or
management from the pursuit of business strategies, which could adversely affect our results of operations or financial condition; (2) perceived uncertainties as
to our future direction may lead to the perception of a change in the direction of the business, instability, or lack of continuity, any of which may be exploited
by our competitors, cause concern to our current or potential customers and vendors, cause concern in the minds of our employees and make it more difficult to
attract and retain qualified personnel; and (3) these types of actions could cause significant fluctuations in our share price based on temporary or speculative
market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.
Risks Relating to Our Pending Sale of the Fiber Business
The pendency of the sale of our Fiber Business to Zayo and EQT may have an adverse effect on our business, results of operations, cash flows and
financial position.
On March 13, 2025, we signed the Strategic Fiber Agreement to sell all of our Fiber Business, with Zayo acquiring the fiber solutions business and EQT
acquiring the small cell business. The pending sale of the Fiber Business may have an adverse effect on our operating results if our customers delay, defer, or
cancel work with us pending completion of the Strategic Fiber Transaction.
We are subject to additional risks in connection with the pendency of the proposed Strategic Fiber Transaction, including:
•
Parties with which we do business may be uncertain as to the effects the transaction may have on them, including with respect to current or future
business relationships with us, and these relationships may be subject to disruption as customers, suppliers and other persons with whom we have a
business relationship may delay or defer certain business decisions or might decide to terminate, change or renegotiate their relationships with us, as
applicable, or consider entering into business relationships with parties other than us. The risk, and adverse effect, of any disruption could be
exacerbated by a delay in the consummation of the transaction or termination of the Strategic Fiber Agreement;
•
The restrictions and requirements imposed on our business and operations pursuant to certain covenants set forth in the Strategic Fiber Agreement
and ancillary transaction agreements obligate us to generally conduct our business in a commercially reasonable manner and in all material respects
in the ordinary course of business consistent with past practice and may prevent us from pursuing certain opportunities, entering into certain
contracts with customers and suppliers, or taking certain other actions without Zayo’s and/or EQT's approval;
•
We may be unable to attract, recruit, retain and motivate current and prospective employees who may be uncertain about their future roles following
completion of the proposed transaction, and our operations could suffer due to employee attrition or a reduction in employee productivity as a result
of this uncertainty; and
•
The pursuit and planning for the transaction have placed and will continue to place a significant burden on management and other internal resources
and may divert management’s attention away from day-to-day business concerns and other opportunities that may have been beneficial to us could
adversely affect our business, financial condition and operating results.
See "—The failure to complete the planned sale of the Fiber Business to Zayo and EQT could have a material and adverse effect on our business, results
of operations, financial condition, cash flows, and stock price." below for a discussion of risks associated with the potential failure to complete the planned sale
of the Fiber Business.
Completion of the Strategic Fiber Transaction is subject to the conditions contained in the Strategic Fiber Agreement, including regulatory approvals,
which may not be received, and separation of the Fiber Business from our current operations, and if these conditions are not satisfied or waived, the
transaction will not be completed.
The Strategic Fiber Agreement contains closing conditions and requirements with which we must comply pending the closing of the Strategic Fiber
Transaction, including (1) obtaining regulatory approvals from certain U.S. regulatory and governmental authorities, including various consents, clearances
under antitrust statutes, authorizations and declarations of non-objection, or expiration of waiting periods (or extensions thereof), and (2) separating each of the
fiber solutions and small cell businesses from our current operations, in accordance with the terms of the Strategic Fiber Agreement.
In deciding whether to grant the required regulatory approval, consent or clearance, the relevant governmental entities will consider the effect of the
transaction on competition within their relevant jurisdiction. Regulatory and governmental entities may impose conditions on their respective approvals, in
which case lengthy negotiations may ensue among such regulatory or
23

governmental entities, Zayo, EQT and us. Such conditions, any such negotiations and the process of obtaining regulatory approvals could have the effect of
delaying or preventing consummation of the transaction.
The separation and conveyance of each of the fiber solutions and small cells businesses from our current operations to the respective purchaser in
connection with the Strategic Fiber Transaction poses significant challenges, including division and allocation of assets, information technology, contracts and
employees relating to each of the applicable businesses.
If any of these conditions, certain of which may not be within our control, are not satisfied or waived, the Strategic Fiber Agreement may be terminated,
or the Strategic Fiber Transaction may not close.
The failure to complete the planned sale of the Fiber Business to Zayo and EQT could have a material and adverse effect on our business, results of
operations, financial condition, cash flows, and stock price.
The Strategic Fiber Transaction, which is expected to close in the first half of 2026, is subject to the satisfaction or waiver of certain closing conditions,
and there is no assurance that all of the various conditions will be satisfied, or that the transaction will be completed on the proposed terms, within the expected
timeframe or at all. The closing of the transaction may be delayed, and the transaction may ultimately not be completed, due to a number of factors, including
as a result of the failure to satisfy any requisite closing condition in the Strategic Fiber Agreement, potential future stockholder litigation and other legal and
regulatory proceedings.
If the Strategic Fiber Transaction does not close, we may suffer consequences that could adversely affect our ongoing and future business, financial
condition, operating results, cash flows and stock price, and our stockholders would be exposed to additional risks, including for example:
•
To the extent that the current market price of our stock reflects an assumption that the transaction will be completed, the price of our common stock
could decrease;
•
Investor confidence in us could decline and stockholder litigation could be brought against us;
•
We have incurred significant costs, including professional services fees and other transaction costs, in connection with the proposed transaction that
we would be unable to recover, and devoted substantial commitments of time and resources by our management and employees, which could have
otherwise been devoted to day-to-day operations and other opportunities that could have been beneficial to us as an independent company; and
•
There can be no assurance that our business, relationships with other parties, liquidity or financial condition will not be adversely affected, as
compared to the condition prior to the announcement of the transaction, if the transaction is delayed or not consummated.
Risks Relating to Our Debt and Equity
Our substantial level of indebtedness could adversely affect our ability to react to changes in our business, and the terms of our debt instruments limit our
ability to take a number of actions that our management might otherwise believe to be in our best interests. In addition, if we fail to comply with our
covenants, our debt could be accelerated.
We have a substantial amount of indebtedness (approximately $23.8 billion as of March  12, 2025). See "Item 7. MD&A—Liquidity and Capital
Resources" for a tabular presentation of our contractual debt maturities. As a result of our substantial indebtedness:
•
we may be more vulnerable to general adverse economic or industry conditions;
•
we may find it more difficult to obtain additional financing to fund discretionary investments or other general corporate requirements or to refinance
our existing indebtedness;
•
we are or will be required to dedicate a substantial portion of our cash flows from operations to the payment of principal or interest on our debt,
thereby reducing the available cash flows to fund other projects, including the discretionary investments discussed in "Item 1. Business" and "Item 7.
MD&A—Liquidity and Capital Resources";
•
we may have limited flexibility in planning for, or reacting to, changes in our business or in the industry;
•
we may have a competitive disadvantage relative to other companies in our industry with less debt;
•
we may be adversely impacted by changes in interest rates (see below);
•
we may be adversely impacted by changes to credit ratings related to our debt instruments;
•
we may be required to issue equity securities or securities convertible into equity securities or sell some of our assets, possibly on unfavorable terms,
in order to meet our debt payment obligations;
•
we may be limited in our ability to take advantage of strategic business opportunities, including communications infrastructure development or
mergers and acquisitions; and
•
we could fail to remain qualified for taxation as a REIT due to limitations on our ability to declare and pay dividends to stockholders as a result of
restrictive covenants in our debt instruments.
24

From March 2022 until recently, the Federal Reserve repeatedly raised the federal funds rate, which adversely impacted the interest rates on our variable
rate debt and refinancings of fixed rate debt. As of March 12, 2025, approximately 9% of our outstanding indebtedness consisted of variable interest rates. Such
variable interest debt had a weighted average rate of 5.2% as of March 12, 2025, compared to 6.5%, 5.4% and 1.1% as of December 31, 2023, 2022 and 2021,
respectively. Recently, the Federal Reserve has started to loosen its monetary policy by lowering the federal funds rate; however, any prolonged period of
elevated interest rates or further increases to interest rates on such debt could continue to adversely impact our financial results and our ability to meet our
dividend growth targets, strategically deploy our capital or execute our business plan. See "Item 7A. Quantitative and Qualitative Disclosures about Market
Risk" for a further discussion of our interest rate risk.
Currently, we have debt instruments in place that limit, in certain circumstances, our ability to incur additional indebtedness, pay dividends, create liens,
sell assets, or engage in certain mergers and acquisitions, among other things. In addition, the credit agreement governing our senior unsecured credit facility
("2016 Credit Agreement"), which consists of our senior unsecured term loan A facility and senior unsecured revolving credit facility (collectively, "2016
Credit Facility"), contains financial maintenance covenants. Our ability to comply with these covenants or to satisfy our debt obligations will depend on our
future operating performance. If we violate the restrictions in our debt instruments or fail to comply with our financial maintenance covenants, we will be in
default under those instruments, which in some cases would cause the maturity of a substantial portion of our long-term indebtedness to be accelerated.
Furthermore, if the limits on our ability to pay dividends prevent us from satisfying our REIT distribution requirements, we could fail to remain qualified for
taxation as a REIT. If these limits do not jeopardize our qualification for taxation as a REIT but nevertheless prevent us from distributing 100% of our REIT
taxable income, we will be subject to federal and state corporate income taxes, and potentially a nondeductible excise tax, on our undistributed taxable income.
If our operating subsidiaries were to default on their debt, the trustee could seek to foreclose the collateral securing such debt, in which case we could lose the
communications infrastructure and the associated revenues. See "Item 7. MD&A—Liquidity and Capital Resources—Debt Covenants" for a further discussion
of our debt covenants.
CCI is a holding company that conducts all of its operations through its subsidiaries. Accordingly, CCI's sources of cash to pay interest or principal on its
outstanding indebtedness are distributions relating to its respective ownership interests in its subsidiaries from the net earnings and cash flows generated by
such subsidiaries or from proceeds of debt or equity offerings. Earnings and cash flows generated by CCI's subsidiaries are first applied by such subsidiaries to
conduct their operations, including servicing their respective debt obligations, after which any excess cash flows generally may be paid to CCI, in the absence
of any special conditions, such as a continuing event of default. However, CCI's subsidiaries are legally distinct from the holding company and, unless they
guarantee such debt, have no obligation to pay amounts due on their debt or to make funds available to us for such payment.
We have a substantial amount of indebtedness. In the event we do not repay or refinance such indebtedness, we could face substantial liquidity issues and
might be required to issue equity securities or securities convertible into equity securities, or sell some of our assets, possibly on unfavorable terms, to meet
our debt payment obligations.
We have a substantial amount of indebtedness, which, upon final maturity, we will need to refinance or repay. See "Item 7. MD&A—Liquidity and Capital
Resources" for a tabular presentation of our contractual debt maturities. There can be no assurances we will be able to refinance our indebtedness (1) on
commercially reasonable terms, (2) on terms, including with respect to interest rates, as favorable as our current debt, or (3) at all. As of March 12, 2025,
approximately 55% of our fixed rate debt, with a weighted average interest rate of 3.8%, is scheduled to mature over the next five years. If interest rates remain
elevated or continue to increase, we may have to (1) refinance our maturing fixed rate debt at interest rates that exceed the current interest rates on such debt or
(2) use our variable interest rate debt to repay such fixed rate debt, thereby increasing our exposure to interest rate fluctuations.
Economic conditions and the credit markets have historically experienced, and may continue to experience, periods of volatility, uncertainty, or weakness
that could impact (1) the availability or cost of debt financing, including any refinancing of the obligations described above, (2) our ability to draw the full
amount of our $7.0 billion senior unsecured revolving credit facility under our 2016 Credit Facility ("2016 Revolver"), that, as of March 12, 2025, had $7.0
billion of undrawn availability, or (3) our ability to issue the full amount of the $2.0 billion commercial paper notes ("Commercial Paper Notes") under our
unsecured commercial paper program ("CP Program"), that, as of March 12, 2025, had $1.1 billion outstanding.
If we are unable to repay or refinance our debt, we cannot guarantee that we will be able to generate enough cash flows from operations or that we will be
able to obtain enough capital to service our debt, fund our planned capital expenditures or pay future dividends. In such an event, we could face substantial
liquidity issues and might be required to issue equity securities or securities convertible into equity securities, or sell some of our assets, possibly on
unfavorable terms, to meet our debt payment obligations. Failure to repay or refinance indebtedness when required could result in a default under such
indebtedness. If we incur additional indebtedness, any such indebtedness could exacerbate the risks described above.
25

Sales or issuances of a substantial number of shares of our common stock or securities convertible into shares of our common stock may adversely affect
the market price of our common stock.
Future sales or issuances of common stock or other equity related securities may adversely affect the market price of our common stock, including any
shares of our common stock issued to finance capital expenditures, finance strategic initiatives or repay debt. Our business strategy contemplates access to
external financing to fund certain discretionary investments, which may include issuances of common stock or other equity related securities. We maintain an
"at-the-market" stock offering program ("2024 ATM Program") through which we may, from time to time, issue and sell shares of our common stock having an
aggregate gross sales price of up to $750 million to or through sales agents. As of March 12, 2025, we had $750 million of gross sales of common stock
remaining under our 2024 ATM Program. From time to time, we may refresh or implement a new "at-the-market" stock offering program. See note 10 to our
consolidated financial statements. As of March 12, 2025, we had approximately 435 million shares of common stock outstanding.
We have reserved an aggregate of approximately 15 million shares of common stock for issuance in connection with awards granted under our stock
compensation plans.
Further, a small number of common stockholders own a significant percentage of our outstanding common stock. If any one of these common
stockholders, or any group of our common stockholders, sells a large quantity of shares of our common stock, or the public market perceives that existing
common stockholders might sell a large quantity of shares of our common stock, the market price of our common stock may significantly decline.
Certain provisions of our Charter and By-laws and operative agreements, and domestic and international competition laws may make it more difficult for a
third party to acquire control of us or for us to acquire control of a third party, even if such a change in control would be beneficial to our stockholders.
We have a number of anti-takeover devices in place that will hinder takeover attempts or may reduce the market value of our common stock. Our anti-
takeover provisions include:
•
the authority of the board of directors to issue preferred stock without approval of the holders of our common stock;
•
advance notice and other procedural requirements relating to director nominations or proposals submitted by stockholders for actions to be taken at
annual meetings of stockholders; and
•
provisions that the state courts or, in certain circumstances, the federal courts, in Delaware shall be the sole and exclusive forum for certain actions
involving us, our directors, officers, employees and stockholders, and, unless the Company otherwise consents, that the federal courts shall be the
sole and exclusive forum for resolution of claims arising under the Securities Act of 1933, as amended (“Securities Act”). Since the Securities Act
provides that federal and state courts have concurrent jurisdiction over lawsuits brought pursuant to the Securities Act, there may be uncertainty as
to whether a court would enforce such a provision. Stockholders will not be deemed to have waived compliance with the federal securities laws, and
this provision does not apply to claims for which the federal courts have exclusive jurisdiction (such as under the Exchange Act).
Such provisions, as well as the provisions of Section 203 of the Delaware General Corporation Law, may impede a merger, consolidation, takeover, or
other business combination or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.
In addition, domestic or international competition laws may prevent or discourage us from acquiring communications infrastructure in certain
geographical areas or impede a merger, consolidation, takeover, or other business combination or discourage a potential acquirer from making a tender offer or
otherwise attempting to obtain control of us.
Risks Relating to Corporate Compliance
If we fail to comply with laws or regulations which regulate our business and which may change at any time, we may be fined or even lose our right to
conduct some of our business.
A variety of federal, state, local, and foreign laws and regulations apply to our business, including those discussed in "Item 1. Business." Failure to
comply with applicable requirements may lead to civil or criminal penalties, require us to assume indemnification obligations or breach contractual provisions.
We cannot guarantee that existing or future laws or regulations, including federal, state, local, or foreign tax laws, will not adversely affect our business
(including our REIT status), increase delays or result in additional costs. We also may incur additional costs as a result of liabilities under applicable laws and
regulations, such as those governing environmental and safety matters. These factors may have a material adverse effect on us.
26

Risks Relating to Our REIT Status
Future dividend payments to our stockholders will reduce the availability of our cash on hand available to fund future discretionary investments, and may
result in a need to incur indebtedness or issue equity securities to fund growth opportunities. In such event, the then current economic, credit market or
equity market conditions will impact the availability or cost of such financing, which may hinder our ability to grow our per share results of operations.
During each of the quarters in the year ended 2024, we paid a common stock dividend of $1.565 per share, totaling approximately $2.7 billion. We are
updating our capital allocation framework to focus more on free cash flow generation and financial flexibility, which we currently expect to result in a
reduction to our dividend, beginning with our expected second quarter 2025 dividend. As we grow cash flows thereafter, we expect to increase our dividend per
share. Whether dividends are to be declared and the amount and timing thereof remain subject to the discretion of our board of directors. See notes 10 and 17 to
our consolidated financial statements.
We operate as a REIT for U.S. federal income tax purposes. To remain qualified and be taxed as a REIT, we are generally required to annually distribute
at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction, excluding net capital gain and after the utilization of any
available NOLs) to our stockholders. Our quarterly cash common stock dividend will delay the utilization of our NOLs and may cause certain of the NOLs to
expire without utilization. See also "Item 1. Business—REIT Status" and "Item 7. MD&A—General Overview—Common Stock Dividend."
As discussed in "Item 1. Business—Strategy," we seek to invest our available capital, including the net cash generated by our operating activities and
external financing sources, in a manner that we believe will increase long-term stockholder value on a risk-adjusted basis. Our historical discretionary
investments have included the following (in no particular order): construction of communications infrastructure; acquisitions of communications infrastructure;
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. External financing,
including debt, equity, and equity-related issuances to fund future discretionary investments either (1) may not be available to us or (2) may not be accessible
by us at terms that would result in the investment of the net proceeds raised yielding incremental growth in our per share operating results. As a result, future
dividend payments may hinder our ability to grow our per share results of operations or otherwise adversely affect our ability to execute our business plan.
Remaining qualified to be taxed as a REIT involves highly technical and complex provisions of the Code. Failure to remain qualified as a REIT would
result in our inability to deduct dividends to stockholders when computing our taxable income, thereby increasing our tax obligations and reducing our
available cash.
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 common stockholders.
While we intend to operate so that we remain qualified as a REIT, given the highly complex nature of the rules governing REITs, the importance of
ongoing factual determinations, the possibility of future changes in our circumstances, and the potential impact of future changes to laws and regulations
impacting REITs, no assurance can be given that we will qualify as a REIT for any particular year.
In addition, the present U.S. federal tax treatment of REITs is subject to change, possibly with retroactive effect, by legislative, judicial or administrative
action at any time, and any such change might adversely affect our REIT status or benefits. We cannot predict the impact, if any, that such changes, if enacted,
might have on our business. However, it is possible that such changes could adversely affect our business, including our REIT status.
If, in any taxable year, we fail to qualify for taxation as a REIT and are not entitled to relief under certain provisions of the Code, then:
•
we will not be allowed a deduction for dividends paid to stockholders in computing our taxable income;
•
we will be subject to federal and state income tax on our taxable income at regular corporate tax rates and, for years beginning before January 1,
2018, any applicable alternative minimum tax; and
•
we would be disqualified from re-electing REIT status for the four taxable years following the year during which we were so disqualified.
Although we may have federal NOLs available to reduce any taxable income, to the extent our federal NOLs have been utilized or are otherwise
unavailable, any such corporate tax liability could be substantial, would reduce the amount of cash available for other purposes and might necessitate the
borrowing of additional funds or the liquidation of some investments to pay any additional tax liability. Accordingly, funds available for investment would be
reduced.
27

Under the Code, for taxable years beginning in or after 2018, no more than 20% of the value of the assets of a REIT may be represented by securities of
one or more TRSs. These limitations may affect our ability to make additional investments in non-REIT qualifying operations or assets, or in any operations
held through TRSs. The net income of our TRSs is not required to be distributed to us, and income that is not distributed to us generally will not be subject to
the REIT income distribution requirement. However, there may be limitations on our ability to accumulate earnings in our TRSs and the accumulation or
reinvestment of significant earnings in our TRSs could result in adverse tax treatment. In particular, if the accumulation of cash in our TRSs causes the fair
market value of our securities in our TRSs to exceed current or future limitations of the fair market value of our assets at the end of any quarter, then we may
fail to remain qualified as a REIT.
Complying with REIT requirements, including the 90% distribution requirement, may limit our flexibility or cause us to forgo otherwise attractive
opportunities, including certain discretionary investments and potential financing alternatives.
To remain qualified and be taxed as a REIT, we are required to satisfy the 90% distribution requirement as described above. We commenced declaring
regular quarterly dividends to our common stockholders beginning with the first quarter of 2014. See notes 10 and 17 to our consolidated financial statements.
Whether dividends are to be declared and the amount and timing thereof remain subject to the discretion of our board of directors based on then-current and
anticipated future conditions, including our earnings, net cash generated by operating activities, capital requirements, financial condition, our relative market
capitalization, our existing federal NOLs of approximately $1.5 billion or other factors deemed relevant by our board of directors.
To the extent that we satisfy the 90% distribution requirement but distribute less than 100% of our REIT taxable income (determined without regard to the
dividends paid deduction, excluding net capital gain and after the utilization of any available NOLs), we will be subject to federal corporate income tax on our
undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay to our stockholders for a
calendar year is less than a minimum amount specified under the Code.
From time to time, we may generate REIT taxable income greater than our cash flow as a result of differences in timing between the recognition of
taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization
payments. If we do not have other funds available in these situations, we could be required to borrow funds on unfavorable terms, sell assets at disadvantageous
prices, or distribute amounts that would otherwise be invested in future acquisitions to make distributions sufficient to enable us to pay out enough of our
taxable income to satisfy the REIT dividend requirement and to avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could
increase our costs or reduce our equity. Thus, compliance with the REIT requirements may hinder our ability to grow, which could adversely affect the value of
our common stock. Furthermore, the REIT dividend requirements may increase the financing we need to fund capital expenditures, future growth, or expansion
initiatives, which would increase our total leverage.
In addition to satisfying the 90% distribution requirement, to remain qualified as a REIT for tax purposes, we are required to continually satisfy tests
concerning, among other things, the sources of our income, the nature and diversification of our assets and the ownership of our capital stock. Compliance with
these tests will require us to refrain from certain activities and may hinder our ability to make certain attractive investments, including the purchase of non-
qualifying assets, the expansion of non-real estate activities, or investments in the businesses to be conducted by our TRSs, and to that extent, limit our
opportunities and our flexibility to change our business strategy. Furthermore, acquisition opportunities in domestic or international markets may be adversely
affected if we need or require the target company to comply with some REIT requirements prior to completing any such acquisition. In addition, our status as a
REIT may result in investor pressures not to pursue growth opportunities that are not immediately accretive.
Moreover, if we fail to comply with certain asset ownership tests, at the end of any calendar quarter, we must correct the failure within 30 days after the
end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification. As a result, we may be required to liquidate
assets in adverse market conditions or forgo otherwise attractive investments. These actions may reduce our income and amounts available for distribution to
our stockholders.
28

REIT related ownership limitations and transfer restrictions may prevent or restrict certain transfers of our capital stock.
In order for us to continue to satisfy the requirements for REIT qualification, our capital stock must be beneficially owned by 100 or more persons during
at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year. Also, not more than 50% of the value of the outstanding
shares of our capital stock may be owned, directly or indirectly, by five or fewer "individuals" (as defined in the Code to include certain entities such as private
foundations) during the last half of a taxable year. In order to facilitate compliance with the REIT rules, our Charter includes provisions regarding REIT-related
ownership limitations and transfer restrictions that generally prohibit any "person" (as defined in our Charter) from beneficially or constructively owning, or
being deemed to beneficially or constructively own by virtue of the attribution provisions of the Code, more than (1) 9.8%, by value or number of shares,
whichever is more restrictive, of the outstanding shares of our common stock, or (2) 9.8% in aggregate value of the outstanding shares of all classes and series
of our capital stock. In addition, our Charter provides for certain other ownership limitations and transfer restrictions. Under applicable constructive ownership
rules, any shares of capital stock owned by certain affiliated owners generally would be added together for purposes of the ownership limitations. These
ownership limitations and transfer restrictions could have the effect of delaying, deferring or preventing a transaction or a change in control of our company
that might involve a premium price for our capital stock or otherwise might be in the best interest of our stockholders.
Certifications
We submitted the CEO certification required by Section 303A.12(a) of the New York Stock Exchange ("NYSE") Listed Company Manual, relating to
compliance with the NYSE's corporate governance listing standards, to the NYSE on June 7, 2024 with no qualifications. We have included the certifications of
our CEO and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002 and related rules as Exhibits 31.1 and 31.2 to this 2024 Form
10-K.
29

Item 1B.    Unresolved Staff Comments
None.
Item 1C.    Cybersecurity
Our company maintains a comprehensive Information Security Program ("IS Program") focused on detection, assessment and mitigation of cybersecurity
risks. Our dedicated enterprise security team, led by our Chief Information Security Officer ("CISO"), administers the IS Program and is responsible for
identification, investigation and response to cyber threats and vulnerabilities. The enterprise security team also implements, manages, and assesses our
company's cyber policies, standards and procedures, which leverage our team's expertise and the National Institute of Standards and Technology Cybersecurity
Framework. We have developed an incident response plan to handle suspected loss of, or unauthorized access to, information. We regularly conduct tabletop
exercises, red team exercises, simulations, and other exercises to evaluate the effectiveness of our IS Program and to position our company for a coordinated,
strategic response in the event of an actual security incident. All employees are required to complete cybersecurity trainings and employees in higher-risk roles
are required to complete additional customized training tailored to address their specific risk exposure. Our Security Operations Center ("SOC"), which
operates 24 hours a day, 365 days a year, is designed to provide visibility of security events across our Company and a mechanism for swiftly addressing cyber
threats before they compromise data security. Through a combination of a threat management platform and our team of cybersecurity specialists, our SOC
continuously monitors and proactively isolates and analyzes cybersecurity alerts to help us address cybersecurity risks.
The identification, assessment and management of cybersecurity risks are integrated into our existing enterprise risk management ("ERM") framework.
Cybersecurity related risks are included in the risk universe that the ERM function evaluates to assess top risks to the enterprise on an annual basis, which are
presented to and reviewed by the Audit Committee.
We engage third-party providers to conduct evaluations of our security controls, including through vulnerability assessments and penetration testing,
independent audits or consulting on best practices. These evaluations include testing both the design and operational effectiveness of security controls.
Additionally, our internal audit team regularly evaluates the effectiveness of the IS Program, with results reported to the board of directors.
We also have policies and procedures in place to manage cybersecurity risks associated with third-party service providers. We impose security
requirements on our suppliers, which include maintaining a security management program, complying with information handling requirements, and notifying
us in the event of any known or suspected cyber incident. Where appropriate, we assess third-party cybersecurity controls and include security and privacy
addenda to our vendor contracts.
Our CISO reports directly to our Executive Vice President and Chief Information Officer ("CIO"), who reports to our CEO. Our CISO is informed about
and monitors prevention, detection, mitigation, and remediation efforts through regular communication with and reporting from the enterprise security team,
many of whom hold cybersecurity certifications, and through the use of technological tools and software and results from third-party assessments. Our CISO
and CIO have extensive experience assessing and managing cybersecurity programs and cybersecurity risk. Our CISO has over 25 years of cybersecurity
experience, including having served as Chief Technology Officer/CISO and co-founder of two cybersecurity companies, during which time he provided
cybersecurity consulting services to Fortune 500 companies and taught a digital and network forensics course at the National Computer Forensics Institute.
Prior to joining our company, our CISO served as the Director of Security Services for a large network infrastructure company, and our CIO was responsible
for network security policies, technology, and operations, including intrusion detection systems and conduct penetration testing, at another large public
company. The CIO periodically reports to the Audit Committee regarding cybersecurity risk exposure and risk mitigation strategies. The board of directors also
may review and assess cybersecurity risks in connection with its review of our company's mission critical risks.
While we have not, as of the date of this 2024 10-K, experienced a cybersecurity threat or incident that resulted in a material adverse impact to our
business or operations, there can be no guarantee that we will not experience such an incident in the future. See "Risk Factors" for more information on our
cybersecurity risks.
30

Item 2.     Properties
Communications Infrastructure
We own, lease or manage more than 40,000 towers geographically dispersed throughout the U.S. Towers are vertical metal structures generally ranging in
height from 50 to 300 feet. Our tenants' wireless equipment may be placed on towers, building rooftops and other structures. Our towers are located on tracts of
land that support the towers, equipment shelters and, where applicable, guy-wires to stabilize the tower.
Additionally, we own or lease approximately 90,000 route miles of fiber primarily supporting our (1) approximately 105,000 small cell nodes either
currently generating revenue or under contract and (2) fiber solutions. The majority of our fiber assets are located in major metropolitan areas, including a
presence in most major U.S. markets. Our small cells and fiber are typically located outdoors and are often attached to public right-of-way infrastructure,
including utility poles or street lights.
See the following for further information regarding our communications infrastructure:
•
"Item 1. Business—Overview" for information regarding our tower and fiber portfolios and the pending sale of the Fiber Business.
•
"Item 7. MD&A—Liquidity and Capital Resources—Material Cash Requirements" for information regarding our lease obligations.
•
"Schedule III - Schedule of Real Estate and Accumulated Depreciation" for further information on our productive properties.
Approximately 54% of our towers are leased or subleased or operated and managed under master leases, subleases, or other agreements with AT&T and
T-Mobile (including those which T-Mobile assumed in its merger with Sprint). We have the option to purchase these towers at the end of their respective lease
terms. We have no obligation to exercise such purchase options. See note 4 to our consolidated financial statements and "Item 1A. Risk Factors" for a further
discussion.
Substantially all of our communications infrastructure can accommodate additional tenancy, either as currently constructed or with appropriate
modifications. Additionally, if so inclined as a result of a request for a tenant addition, we could generally replace an existing tower with another tower, replace
a small cell network antenna with another antenna or overlay additional fiber in order to provide additional coverage or capacity, subject to certain restrictions.
Offices
Our principal corporate headquarters is owned and located in Houston, Texas. In addition, we have offices throughout the U.S. in locations convenient for
the management and operation of our communications infrastructure, with significant consideration being given to the amount of our communications
infrastructure located in a particular area. We believe that our facilities are suitable and adequate to meet our anticipated needs. See "Item 1. Business—
Overview" for further discussion of the pending sale of the Fiber Business, which includes the sale of certain of our office buildings.
Item 3.     Legal Proceedings
We are periodically involved in legal proceedings that arise in the ordinary course of business. Most of these proceedings arising in the ordinary course of
business involve disputes with landlords, vendors, collection matters involving bankrupt tenants, zoning or siting matters, construction, condemnation, tax,
employment, or wrongful termination matters. While the outcome of these matters cannot be predicted with certainty, management does not expect any pending
matters to have a material adverse effect on us.
See the disclosure in note 12 to our consolidated financial statements.
Item 4.     Mine Safety Disclosures
N/A
31

PART II
Item 5.     Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information and Holders
Our common stock is listed and traded on the NYSE under the symbol "CCI."
As of March 12, 2025, there were approximately 540 holders of record of our common stock.
Dividend Policy
We operate as a REIT for U.S. federal income tax purposes. To remain qualified and be taxed as a REIT, we are generally required to annually distribute
to our stockholders at least 90% of our REIT taxable income after the utilization of any available NOLs (determined without regard to the dividends paid
deduction and excluding net capital gain).
We are updating our capital allocation framework to focus more on free cash flow generation and financial flexibility, which we currently expect to result
in a reduction to our dividend, beginning with our expected second quarter 2025 dividend. As we grow cash flows thereafter, we expect to increase our
dividend per share. Whether dividends are to be declared and the amount and timing thereof remain subject to the discretion of our board of directors. based on
then-current or anticipated future conditions, including our earnings, net cash generated by operating activities, capital requirements, financial condition, our
relative market capitalization, our existing NOLs, or other factors deemed relevant by our board of directors. In addition, our ability to pay dividends is limited
under certain circumstances by the terms of our debt instruments. See also "Item 1. Business—Overview," "Item 1. Business—REIT Status," "Item 1A. Risk
Factors," "Item 7. MD&A—General Overview—Common Stock Dividend," "Item 7. MD&A—Liquidity and Capital Resources—Financing Activities—
Common Stock" and notes 9 and 10 to our consolidated financial statements.
32

Performance Graph
The following performance graph is a comparison of the five-year cumulative total stockholder return on our common stock against the cumulative total
return of the S&P 500 Market Index and the FTSE NAREIT All Equity REITs Index for the period commencing December 31, 2019 and ending December 31,
2024. The performance graph assumes an initial investment of $100.00 and the reinvestment of all dividends in our common stock and in each of the indices.
The performance graph and related text are based on historical data and are not necessarily indicative of future performance.
Years Ended December 31,
Company/Market/Index
2019
2020
2021
2022
2023
2024
Crown Castle Inc.
$
100.00 
$
115.61 
$
156.16 
$
105.39 
$
94.54 
$
79.04 
S&P 500 Market Index
100.00 
118.40 
152.39 
124.79 
157.59 
197.02 
FTSE NAREIT All Equity REITs Index
100.00 
94.88 
134.06 
100.62 
112.04 
117.56 
The performance graph above and related text are being furnished solely to accompany this 2024 Form 10-K pursuant to Item 201(e) of Regulation S-K,
and are not being filed for purposes of Section 18 of the Exchange Act, and are not to be incorporated by reference into any filing of ours, whether made before
or after the date hereof, regardless of any general incorporation language in such filing.
33

Item 6.     [Reserved]
Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations
General Overview
Overview
We own, operate and lease shared communications infrastructure. See "Item 1. Business" for a further discussion of our business, including our long-term
strategy, our REIT status, certain key terms of our tenant contracts and growth trends in the demand for data.
On March 13, 2025, management signed the Strategic Fiber Agreement to sell our Fiber Business, with Zayo acquiring the fiber solutions business and
EQT acquiring the small cell business. Under the Strategic Fiber Agreement, we will receive $8.5 billion in aggregate, subject to certain closing adjustments.
The Strategic Fiber Transaction is expected to close in the first half of 2026, subject to certain closing conditions and regulatory approvals. See "Item 1.
Business—Overview" for further discussion of the pending sale of the Fiber Business.
The Fiber Business did not meet the criteria for assets held for sale as of December 31, 2024, and therefore remains presented as a component of
continuing operations. As a result, this document, unless otherwise noted, does not contemplate the planned sale of the Fiber Business.
Highlights of Business Fundamentals and Results
•
Site rental revenues represented 97% of our 2024 consolidated net revenues. The vast majority of our site rental revenues is of a recurring nature and
has been contracted for in prior years.
•
We operate as a REIT for U.S. federal income tax purposes (see "Item 1. Business—REIT Status" and notes 2 and 9 to our consolidated financial
statements)
•
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, artificial intelligence 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.
•
Returning cash flows provided by operations to stockholders in the form of dividends (see also "Item 1. Business—Strategy")
◦
During 2024, we paid common stock dividends totaling approximately $2.7 billion.
•
Investing capital efficiently to grow long-term dividends per share
◦
We had discretionary capital expenditures of $1.1 billion for the year ended December 31, 2024, 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. See note 16 to our consolidated financial statements for a discussion of the 2024 Restructuring
Plan, which resulted in, among other things, an
34

increase in return thresholds on new growth opportunities in the Fiber segment and a reduction in Fiber segment capital expenditures for the
year ended December 31, 2024.
•
Site rental revenues under long-term tenant contracts
◦
Our wireless tenant contracts have initial terms generally between five to 15 years with contractual escalators and multiple renewal periods
generally between five to 10 years each, exercisable at the option of the tenant.
◦
Our fiber solutions tenant contracts' initial terms generally vary between one to 20 years.
◦
As of December 31, 2024, our weighted-average remaining term was approximately six years, exclusive of renewals exercisable at the tenants'
option, currently representing approximately $35.9 billion of expected future cash inflows.
•
Majority of our revenues from large wireless carriers
◦
For the year ended December 31, 2024, approximately three-fourths of our site rental revenues were derived from T-Mobile, AT&T and Verizon
Wireless. See "Item 1A. Risk Factors" and note 14 to our consolidated financial statements for a further discussion of our largest customers.
•
Majority of land under our towers under long-term control
◦
For the year ended December 31, 2024, approximately 90% of our towers site rental gross margin and approximately 80% of our towers site
rental gross margin was derived from towers located on land that we own or control for greater than 10 and 20 years, respectively. The
aforementioned percentages include towers located on land that is owned, including through fee interests and perpetual easements, which
represented approximately 40% of our towers site rental gross margin.
•
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 year ended December 31, 2024, 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 7 to our
consolidated financial statements and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt)
◦
As of December 31, 2024, our outstanding debt had a weighted average interest rate of 3.9% and weighted average maturity of approximately
eight years (assuming anticipated repayment dates on certain debt).
◦
As of December 31, 2024, 90% of our debt has fixed rate coupons.
◦
Our debt service coverage and leverage ratios are within their respective financial maintenance covenants. See "Item 7. MD&A—Liquidity and
Capital Resources—Debt Covenants" for a further discussion of our debt covenants.
•
During 2024, we refinanced and extended the maturities of certain of our debt (see note 7 to our consolidated financial statements and "Item 7.
MD&A—Liquidity and Capital Resources—Financing Activities" for further discussion of our debt transactions)
•
Significant cash flows from operations
◦
Net cash provided by operating activities was $2.9 billion for the year ended December 31, 2024.
◦
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.
•
When compared to full year 2023, full year 2024 results were impacted by a reduction of the small cell and fiber solutions lease cancellations
("Sprint Cancellations") related to the previously disclosed T-Mobile and Sprint network consolidation. For full year 2024, there was a reduction in
cash payments related to Sprint Cancellations of $165 million to satisfy the remaining rental obligations. Additionally, $59 million in accelerated
amortization of prepaid rent from the remaining deferred revenues was recognized for the year ended December 31, 2023 that did not recur for the
year ended December 31, 2024.
•
Restructuring Plan
◦
In July 2023, we initiated the 2023 Restructuring Plan as part of our efforts to reduce costs to better align our operational needs with lower
tower activity. See note 16 to our consolidated financial statements and "Item 2. MD&A—Results of Operations" for further discussion of the
2023 Restructuring Plan.
◦
In June 2024, we initiated the 2024 Restructuring Plan as part of our efforts to drive operational efficiencies, enhance returns by increasing
return thresholds on new growth opportunities and reduce operating costs and capital expenditures, with a primary focus on our Fiber segment.
See note 16 to our consolidated financial statements and "Item 2. MD&A—Results of Operations" for further discussion of the 2024
Restructuring Plan.
•
In December 2023, we announced a strategic and operating review of our Fiber business, and in the second quarter of 2024, we concluded our
operating review and implemented changes to our operating plans and strategy based on the findings. Additionally, in March 2025, we concluded
the strategic review following the announcement of the Strategic Fiber Transaction, as discussed above. See note 16 to our consolidated financial
statements and "Item 2.
35

MD&A—Results of Operations" for further discussion of the 2024 Restructuring Plan and "Item 1. Business—Overview" for further discussion of
the pending sale of the Fiber Business.
◦
As part of the announced plans to enhance returns in the Fiber segment, during the fourth quarter of 2024 we completed discussions with certain
of our tenants regarding approximately 7,000 previously-identified greenfield small cell nodes in our contracted backlog that we mutually
agreed to cancel. We wrote off property and equipment deemed to have no alternative future use, and as a result, recognized approximately
$106 million as "Asset write-down charges" on our consolidated statement of operations and comprehensive income (loss) for the year ended
December 31, 2024.
•
Goodwill Impairment
◦
Management performed its annual goodwill impairment test in the fourth quarter of 2024. The quantitative impairment test indicated that the
carrying amount of our Fiber reporting unit exceeded its estimated fair value. As such, management recorded a goodwill impairment charge of
$5.0 billion for the year ended December 31, 2024, resulting in no goodwill remaining for the Fiber reporting unit. See "Item 7. MD&A—
Accounting and Reporting Matters—Critical Accounting Policies and Estimates" and note 5 to our consolidated financial statements.
Common Stock Dividend
During each of the quarters in the year ended 2024, we paid a common stock dividend of $1.565 per share, totaling approximately $2.7 billion. We are
updating our capital allocation framework to focus more on free cash flow generation and financial flexibility, which we currently expect to result in a
reduction to our dividend, beginning with our expected second quarter 2025 dividend. As we grow cash flows thereafter, we expect to increase our dividend per
share. Whether dividends are to be declared and the amount and timing thereof remain subject to the discretion of our board of directors. See notes 10 and 17 to
our consolidated financial statements.
Outlook Highlights
The following are certain highlights of our outlook that impact our business fundamentals described above.
•
Beginning in the first quarter 2025, the Fiber Business will be presented as a discontinued operation, and its net assets will be classified as held for
sale and comparable prior periods will be recast to reflect this change. Upon classification as held for sale in the first quarter of 2025, we expect to
recognize a loss of between $700 and $800 million, inclusive of estimated transaction fees.
•
We expect a year over year reduction in site rental revenues in our Towers segment related to (1) higher Towers non-renewals in 2025, which are
expected to reduce site rental revenues by approximately $200 million as a result of the T-Mobile US, Inc. and Sprint network consolidation and (2)
a decline in long-term deferred revenue amortization.
•
As part of the aforementioned 2024 Restructuring Plan:
◦
We expect to realize approximately $100 million annualized run-rate labor and facilities cost savings, of which approximately $65 million was
realized in 2024. The remaining savings of approximately $35 million are expected to be realized in 2025, with $30 million expected in selling,
general and administrative and $5 million in site rental costs of operations. See "Item 1A. Risk Factors" for a discussion of risks related to our
restructuring activities.
•
Notwithstanding the plan to sell our Fiber Business, we expect to continue to invest a significant amount of our available capital in the form of
discretionary capital expenditures until the closing of the Strategic Fiber Transaction.
•
We also expect sustaining capital expenditures of approximately 1-2% of net revenues, including with respect to the Fiber Business, for full year
2025, relatively consistent with historical annual levels.
36

Results of Operations
The following discussion of our results of operations for 2024 compared to 2023 should be read in conjunction with "Item 1. Business," "Item 7. MD&A—
Liquidity and Capital Resources" and our consolidated financial statements. For a discussion of our results of operations and financial condition for 2023
compared to 2022 that is not included in this 2024 Form 10-K, see "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 23, 2024.
The following discussion of our results of operations is based on our consolidated financial statements prepared in accordance with GAAP, which requires
us to make estimates and judgments that affect the reported amounts (see "Item 7. MD&A—Accounting and Reporting Matters—Critical Accounting Policies
and Estimates" and note 2 to our consolidated financial statements). See "Item 7. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment
Financial Measures" for a discussion of our use of (1) segment operating profit (loss), including its definition, (2) Segment Adjusted Site Rental Gross Margin
and (3) Segment Adjusted Services and Other Gross Margin, including their respective definitions and reconciliations to segment operating profit (loss) 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 14 to our consolidated financial statements for further discussion of our operating
segments.
Highlights of our results of operations for 2024, 2023 and 2022 are depicted below: 
 
Years Ended December 31,
Percent Change
(In millions of dollars)
2024
2023
2022
2024 vs. 2023
2023 vs. 2022
Site rental revenues:
Towers site rental revenues
$
4,266 
$
4,313 
$
4,322 
(1)%
— %
Fiber site rental revenues
2,092 
2,219 
1,967 
(6)%
13 %
Total site rental revenues
6,358 
6,532 
6,289 
(3)%
4 %
Adjusted Site Rental Gross Margin :
Towers Adjusted Site Rental Gross Margin
3,307 
3,370 
3,404 
(2)%
(1)%
Fiber Adjusted Site Rental Gross Margin
1,358 
1,533 
1,317 
(11)%
16 %
Adjusted Services and Other Gross Margin :
Towers Adjusted Services and Other Gross Margin
91 
127 
238 
(28)%
(47)%
Fiber Adjusted Services and Other Gross Margin
6 
16 
3 
(63)%
433 %
Segment operating profit (loss) :
Towers operating profit (loss)
3,322 
3,393 
3,527 
(2)%
(4)%
Fiber operating profit (loss)
1,188 
1,355 
1,130 
(12)%
20 %
Net income (loss)
(3,903)
1,502 
1,675 
(360)%
(10)%
Adjusted EBITDA
4,161 
4,415 
4,340 
(6)%
2 %
(a)
See reconciliations of these non-GAAP financial measures to segment operating profit (loss) and definitions included in "Item 7. MD&A—Accounting and Reporting Matters—Non-GAAP.
(b)
See "Item 7. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures" and note 14 to our consolidated financial statements for our definition of segment
operating profit.
(c)
See reconciliation of this non-GAAP financial measure to net income (loss) and definition included in "Item 7. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial
Measures."
(a)
(a)
(b)
(c)
37

2024 and 2023
Total site rental revenues for 2024 decreased by $174 million, or 3%, from 2023. This decrease 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 and change in payments for Sprint Cancellations.
(b)
Includes $9 million of non-renewals associated with Sprint Cancellations.
(c)
Represents $170 million of payments associated with Sprint Cancellations received in 2023 and not recurring in 2024, which were partially offset by approximately $5 million of payments
associated with Sprint Cancellations received in 2024.
(d)
Prepaid rent amortization includes amortization of upfront payments received from long-term tenants and other deferred credits. Prepaid rent amortization includes $59 million of accelerated
prepaid rent amortization associated with the Sprint Cancellations that was recognized in 2023 that did not recur in 2024.
Towers site rental revenues and Towers Adjusted Site Rental Gross Margin for 2024 were $4.3 billion and $3.3 billion, respectively, compared to $4.3
billion and $3.4 billion, respectively, from 2023. The decrease of $47 million and $63 million in Towers site rental revenue and Towers Adjusted Site Rental
Gross Margin, respectively, was primarily due to a decrease in prepaid rent amortization, as new leasing activity and contractual cash escalators were
substantially offset by a decline in the associated straight-line accounting adjustment.
Fiber site rental revenues and Fiber Adjusted Site Rental Gross Margin for 2024 were $2.1 billion and $1.4 billion, respectively, and decreased by $127
million and $175 million, respectively, from 2023. Both Fiber site rental revenues and Fiber Adjusted Site Rental Gross Margin were predominately impacted
by a $165 million reduction in site rental revenues and an absence of $59 million of accelerated prepaid rent amortization, both related to Sprint Cancellations,
which were partially offset by increased demand for small cells and fiber solutions.
Towers Adjusted Services and Other Gross Margin was $91 million for 2024 and decreased by $36 million from $127 million from 2023, which is a
reflection of (1) the lower volume of activity from carriers' network enhancements, (2) the volume and mix of services and other work and (3) the
discontinuation of installation services as a Towers product offering. Our services and other offerings are of a variable nature as these revenues are not under
long-term tenant contracts. See note 16 to our consolidated financial statements for a discussion of the 2023 Restructuring Plan, which included discontinuing
installation services as a Towers product offering.
Fiber Adjusted Services and Other Gross Margin was $6 million for 2024 and decreased by $10 million from $16 million from 2023 primarily as a result
of the absence of payments received for site abandonment fees associated with the Sprint Cancellations that were received during 2023.
38

Selling, general and administrative expenses for 2024 were $706 million and decreased by $53 million, or 7%, from $759 million from 2023. The
decrease in selling, general and administrative expenses was primarily related to a decrease in employee- and facility-related costs as a result of our
aforementioned restructuring activities, which was partially offset by an increase in advisory fees, mostly stemming from our recent proxy contest and the Fiber
strategic review.
Asset write-down charges for 2024 increased by $115 million, or 348% from 2023. The increase was primarily related to the $106 million charge due to
the cancellation of approximately 7,000 greenfield small cell nodes in our contracted backlog, as was mutually agreed upon with certain of our tenants. See
"Item 7. MD&A—General Overview" for additional information.
Towers operating profit (loss) for 2024 decreased by $71 million, or 2%, from 2023. The decrease in Towers operating profit (loss) was primarily related
to the previously-mentioned decreases in both Towers Adjusted Site Rental Gross Margin and Towers Adjusted Services and Other Gross Margin, which were
partially offset by a decrease in Towers selling, general and administrative expenses as a result of the 2023 Restructuring Plan.
Fiber operating profit (loss) for 2024 decreased by $167 million, or 12%, from 2023. The decrease in Fiber operating profit (loss) was primarily related to
the previously-mentioned decreases in both Fiber Adjusted Site Rental Gross Margin and Fiber Adjusted Services and Other Gross Margin, which were
partially offset by a decrease in Fiber selling, general and administrative expenses following the 2024 Restructuring Plan.
Depreciation, amortization and accretion was approximately $1.7 billion for 2024 and decreased by $16 million, or 1%, from 2023. This decrease
predominately resulted from certain site rental contracts and tenant relationships intangible assets becoming fully amortized.
Restructuring charges in connection with the Restructuring Plans for 2024 were $109 million and increased by $24 million, or 28%, from $85 million in
2023. This increase primarily resulted from an increase in office closure or consolidation costs in connection with the 2024 Restructuring Plan, when compared
to the 2023 Restructuring Plan. This increase was partially offset by lower employee headcount reduction charges in connection with the 2024 Restructuring
Plan, when compared to the 2023 Restructuring Plan. See note 16 to our consolidated financial statements for further discussion of our Restructuring Plans.
Goodwill impairment charges of $5.0 billion were recorded for our Fiber reporting unit for 2024. See "Item 7. MD&A—Accounting and Reporting
Matters—Critical Accounting Policies and Estimates" and note 5 to our consolidated financial statements.
Interest expense and amortization of deferred financing costs, net was $932 million for 2024 and increased by $82 million, or 10%, from $850 million
during 2023. The increase predominately resulted from an increase in our outstanding indebtedness due to the financing of our discretionary capital
expenditures. See note 7 to our consolidated financial statements, "Item 1A. Risk Factors" and "Item 7A. Quantitative and Qualitative Disclosures About
Market Risk" for a further discussion of our debt and interest rate exposure.
The provisions for income taxes for 2024 and 2023 were $24 million and $26 million, respectively. For both 2024 and 2023, the effective tax rate differs
from the federal statutory rate predominately due to our REIT status, including the dividends paid deduction. See "Item 1. Business—REIT Status," "Item 7.
MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" and note 9 to our consolidated financial statements.
Net income (loss) was $(3.9) billion during 2024 compared to $1.5 billion during 2023. The decrease was related to the previously-mentioned decreases
in Towers and Fiber operating profits, the previously-mentioned increases in goodwill impairment charges, asset write-down charges and interest expense and
amortization of deferred financing costs, net, while being partially offset by a decrease in selling, general and administrative expenses.
Adjusted EBITDA decreased by $254 million, or 6%, from 2023 to 2024, reflecting the previously mentioned decreases in Towers and Fiber operating
profits.
39

Liquidity and Capital Resources
Overview
General. Our core business generates revenues under long-term tenant contracts (see "Item 1. Business—Overview" and "Item 7. MD&A—General
Overview—Overview") from (1) the largest U.S. wireless carriers and (2) other towers and fiber solutions tenants. As a leading provider of shared
communications infrastructure in the U.S., our strategy is to create long-term stockholder value via a combination of (1) growing cash flows generated from our
portfolio of communications infrastructure, (2) returning a meaningful portion of our cash generated by operating activities to our stockholders in the form of
dividends, and (3) investing capital efficiently to grow cash flows and long-term dividends per share. Our strategy is based, in part, on our belief that the U.S. is
the most attractive market for shared communications infrastructure investment with the greatest long-term growth potential. We measure our efforts to create
"long-term stockholder value" by the combined payment of dividends to stockholders and growth in our per share results. See "Item 1. Business—Strategy" for
a further discussion of our strategy.
We have engaged, and expect to continue to engage, in discretionary investments that we believe will maximize long-term stockholder value. Our
historical discretionary investments include (in no particular order): constructing communications infrastructure, acquiring communications infrastructure,
acquiring land interests (which primarily relate to land assets under towers), improving and structurally enhancing our existing communications infrastructure,
purchasing shares of our common stock, and purchasing, repaying, or redeeming our debt. We have recently spent, and expect to continue to spend, a
significant percentage of our discretionary investments on the construction of small cells and fiber through the closing of the sale of the Fiber Business. See
"Item 1. Business—Overview" for further detail. See note 16 to our consolidated financial statements and "Item 2. MD&A—Results of Operations" for further
discussion of the 2024 Restructuring Plan, which resulted in, among other things, an increase in return thresholds on new growth opportunities in the Fiber
segment and a reduction in Fiber segment capital expenditures for full year 2024. We seek to fund our discretionary investments with both cash generated by
operating activities and cash available from financing capacity, such as the use of our availability under our 2016 Revolver, issuances under our CP Program,
debt financings and issuances of equity or equity-related securities, including under our 2024 ATM Program or any similar successor program.
We seek to maintain a capital structure that we believe drives long-term stockholder value and optimizes our weighted-average cost of capital.
Additionally, we expect to maintain an investment grade credit profile. Our contractual debt maturities over the next 12 months, consist of (1) Commercial
Paper Notes, of which we had $1.1 billion outstanding as of March 12, 2025, (2) the 1.350% senior unsecured notes due July 2025 ("1.350% Senior Notes")
and (3) principal payments on certain outstanding debt. We currently expect to refinance $700 million of Tower Revenue Notes, Series 2015-2 on or prior to the
anticipated repayment date on May 15, 2025. Amounts available under our CP Program may be repaid and re-issued from time to time and we intend to
maintain available commitments under our 2016 Revolver in an amount at least equal to the amount of Commercial Paper Notes outstanding.
We operate as a REIT for U.S. federal income tax purposes. We expect to continue to pay minimal cash income taxes as a result of our REIT status and
our NOLs. See "Item 1. Business—REIT Status," "Item 7. MD&A—General Overview" and note 9 to our consolidated financial statements.
Liquidity Position. The following is a summary of our capitalization and liquidity position as of December 31, 2024. See "Item 7A. Quantitative and
Qualitative Disclosures About Market Risk" and note 7 to our consolidated financial statements for additional information regarding our debt as well as note 10
to our consolidated financial statements for additional information regarding our 2024 ATM Program.
(In millions of dollars)
Cash and cash equivalents and restricted cash and cash equivalents
$
295 
Undrawn 2016 Revolver availability
6,961 
Total debt and other obligations (current and non-current)
24,081 
Total deficit
(133)
(a)
Inclusive of $5 million included within "Other assets, net" on our consolidated balance sheet.
(b)
Availability at any point in time is subject to certain restrictions based on the maintenance of financial covenants contained in our 2016 Credit Facility. At any point in time, we intend to maintain
available commitments under our 2016 Revolver in an amount at least equal to the amount of outstanding Commercial Paper Notes. See note 7 to our consolidated financial statements.
Over the next 12 months:
•
Our liquidity sources may include (1) cash on hand, (2) cash generated by our operating activities, (3) availability under our 2016 Revolver, (4)
issuances under our CP Program, and (5) issuances of equity pursuant to our 2024 ATM
(a)
(b)
40

Program or any similar successor program. Our liquidity uses over the next 12 months are expected to include (1) debt obligations of $2.0 billion
(consisting of Commercial Paper Notes, the 1.350% Senior Notes and principal payments on certain outstanding debt), (2) common stock dividend
payments, subject to declaration by our board of directors (see "Item 7. MD&A—General Overview—Common Stock Dividend"), and (3) capital
expenditures. We currently expect to refinance the Tower Revenue Notes, Series 2015-2 on or prior to the anticipated repayment date of May 15, 2025,
see "Item 7a. Quantitative and Qualitative Disclosures About Market Risk" for further discussion.
•
We may also purchase shares of our common stock. Additionally, amounts available under our CP Program may be repaid and re-issued from time to
time and we intend to maintain available commitments under our 2016 Revolver in an amount at least equal to the amount of Commercial Paper Notes
outstanding. During the next 12 months, while our liquidity uses are expected to exceed our cash generated by operating activities, we expect that our
liquidity sources described above should be sufficient to cover our expected uses. Historically, from time to time, we have accessed the capital markets
to issue debt and equity.
•
See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a discussion of interest rate risk and note 7 to our consolidated
financial statements for a tabular presentation of our debt maturities and a discussion of anticipated repayment dates.
Summary Cash Flows Information 
 
Years Ended December 31,
(In millions of dollars)
2024
2023
2022
Operating activities
$
2,943 
$
3,126 
$
2,878 
Investing activities
(1,220)
(1,519)
(1,352)
Financing activities
(1,708)
(1,654)
(1,665)
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents
15 
(47)
(139)
Effect of exchange rate changes on cash
(1)
1 
— 
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents
$
14 
$
(46)
$
(139)
Operating Activities
The decrease in net cash provided by operating activities of $183 million for 2024 from 2023 was due primarily to the aforementioned decrease in Towers
operating profit and the reduction in Fiber site rental revenues related to the absence of Sprint Cancellation payments, which was partially offset by a net
increase from changes in working capital. Changes in working capital contribute to variability in net cash provided by operating activities, largely due to the
timing of advanced payments by us and advanced receipts from tenants. We expect to grow our net cash provided by operating activities in the future (exclusive
of changes in working capital) if we realize expected growth in our core business.
Investing Activities
Net cash used for investing activities for  2024  decreased  by $299 million from  2023  primarily as a result of a decrease in discretionary capital
expenditures in both our Towers and Fiber segments and a decrease in payments for acquisitions in our Towers segment.
Our capital expenditures are categorized as discretionary or sustaining as described below.
•
Discretionary capital expenditures are made with respect to activities which we believe exhibit sufficient potential to enhance long-term stockholder
value. They primarily consist of expansion or development of communications infrastructure (including capital expenditures related to (1) enhancing
communications infrastructure in order to add new tenants for the first time or support subsequent tenant equipment augmentations or (2) modifying
the structure of a communications infrastructure asset to accommodate additional tenants) and construction of new communications infrastructure.
Discretionary capital expenditures also include purchases of land interests (which primarily relate to land assets under towers as we seek to manage
our interests in the land beneath our towers), certain technology-related investments necessary to support and scale future customer demand for our
communications infrastructure, and other capital projects. The expansion or development of existing communications infrastructure to accommodate
new leasing typically varies based on, among other factors: (1) the type of communications infrastructure, (2) the scope, volume, and mix of work
performed on the communications infrastructure, (3) existing capacity prior to installation, or (4) changes in structural engineering regulations and
standards. Currently, construction of new communications infrastructure is predominately comprised of the construction of small cells and fiber
(including certain construction projects that may take 18 to 36 months to complete). Our decisions regarding discretionary capital expenditures are
influenced by the availability and cost of capital and expected returns on alternative uses of cash, such as payments of dividends and investments.
41

•
Sustaining capital expenditures consist of those capital expenditures not otherwise categorized as discretionary capital expenditures, such as (1)
maintenance capital expenditures on our communications infrastructure assets that enable our tenants' ongoing quiet enjoyment of the communications
infrastructure and (2) ordinary corporate capital expenditures.
A summary of our capital expenditures for the last three years is as follows:
For the Years Ended
December 31, 2024
December 31, 2023
December 31, 2022
(In millions of dollars)
Towers
Fiber
Other
Total
Towers
Fiber
Other
Total
Towers
Fiber
Other
Total
Discretionary:
Communications infrastructure
improvements and other capital
projects
$
65  $
992  $
20  $
1,077 
$
122  $
1,131  $
24  $
1,277 
$
121  $
1,017  $
24  $
1,162 
Purchases of land interests
58 
— 
— 
58 
64 
— 
— 
64 
53 
— 
— 
53 
Sustaining
10 
53 
24 
87 
8 
44 
31 
83 
11 
41 
43 
95 
Total
$
133  $
1,045  $
44  $
1,222 
$
194  $
1,175  $
55  $
1,424 
$
185  $
1,058  $
67  $
1,310 
(a)
Towers segment includes $12 million, $32 million and $48 million of capital expenditures incurred during the years ended December 31, 2024, 2023 and 2022, respectively, in connection with
tenant installations and upgrades on our towers.
The reduction in discretionary capital expenditures for the Fiber segment was primarily related to the higher return thresholds on new growth
opportunities in the Fiber segment as a result of the Fiber operating review completed in the second quarter of 2024, while the reduction in discretionary capital
expenditures for the Towers segment was primarily impacted by the discontinuation of installation services as a Towers product offering and the timing of
Towers tenant activity during full year 2024 compared to full year 2023. See "Item 7. MD&A—General Overview—Outlook Highlights" for a discussion of our
expectations surrounding 2025 capital expenditures.
Financing Activities
We seek to allocate cash generated by our operations in a manner that will enhance long-term stockholder value, which may include various financing
activities such as (in no particular order): (1) paying dividends on our common stock, subject to declaration by our board of directors, (2) purchasing our
common stock or (3) purchasing, repaying, or redeeming our debt. See "Item 7. MD&A—General Overview—Common Stock Dividend," "Item 7. MD&A—
Liquidity and Capital Resources—Overview" and notes 7, 10 and 17 to our consolidated financial statements.
In 2024, our financing activities predominately related to the following:
•
paying an aggregate of $2.7 billion in dividends on our common stock;
•
repaying in full the previously outstanding 3.200% senior unsecured notes on the contractual maturity date in September 2024; and
•
issuing $550 million aggregate principal amount of 4.900% senior unsecured notes and $700 million aggregate principal amount of 5.200% senior
unsecured notes in August 2024, the net proceeds of which were used to repay a portion of the outstanding indebtedness under our CP Program and
pay related fees and expenses.
In 2023, our financing activities predominately related to the following:
•
paying an aggregate of $2.7 billion in dividends on our common stock;
•
issuing $1.5 billion aggregate principal amount of senior unsecured notes in December 2023, the net proceeds of which were used to repay a portion of
the outstanding indebtedness under our CP Program and pay related fees and expenses;
•
repaying in full the previously outstanding 3.150% senior unsecured notes on the contractual maturity date in July 2023;
•
issuing $600 million aggregate principal amount of 4.800% senior unsecured notes and $750 million aggregate principal amount of 5.100% senior
unsecured notes in April 2023, the net proceeds of which were used to repay a portion of the outstanding indebtedness under the 2016 Revolver and
pay related fees and expenses; and
•
issuing $1.0 billion aggregate principal amount of senior unsecured notes in January 2023, the net proceeds of which were used to repay a portion of
the outstanding indebtedness under the 2016 Revolver and pay related fees and expenses.
Incurrence, Purchases and Repayments of Debt. See note 7 to our consolidated financial statements, "Item 7. MD&A—General Overview" and "Item 7.
MD&A—Liquidity and Capital Resources—Overview—Liquidity Position" for further discussion of our recent issuances, purchases, redemptions and
repayments of debt.
(a)
42

Common Stock. See notes 10 and 17 to our consolidated financial statements for further information regarding our common stock as well as dividends
declared and paid.
ATM Program. We previously maintained a 2021 ATM Program through which we had the right to issue and sell shares of our common stock having an
aggregate gross sales price of up to $750 million to or through sales agents. In March 2024, we terminated the formerly outstanding 2021 ATM Program with
the entire gross sales price of $750 million remaining unsold.
In March 2024, we established the 2024 ATM Program through which we may issue and sell shares of our common stock having an aggregate gross sales
price of up to $750 million. Sales under the 2024 ATM Program, or any similar successor program, may be made by means of ordinary brokers' transactions on
the New York Stock Exchange ("NYSE") or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or, subject to
our specific instructions, at negotiated prices. We intend to use the net proceeds from any sales under the 2024 ATM Program, or any similar successor
program, for general corporate purposes, which may include (1) the funding of future acquisitions or investments or (2) the repayment or repurchase of any
outstanding indebtedness. We have not sold any shares of common stock under the 2024 ATM Program. See also note 10 to our consolidated financial
statements. As of March 12, 2025, we had $750 million of gross sales of common stock availability remaining on our 2024 ATM Program.
Credit Facility. See note 7 to our consolidated financial statements for further information regarding our 2016 Credit Facility. As of March 12, 2025, we
did not have an outstanding balance under our 2016 Revolver and maintained $7.0 billion in undrawn availability. The proceeds from our 2016 Revolver may
be used for general corporate purposes, which may include the financing of capital expenditures, acquisitions, the repayment or repurchase of any outstanding
indebtedness and purchases of our common stock.
Commercial Paper Program. See note 7 to our consolidated financial statements for further information regarding our CP Program. As of March 12,
2025, there was $1.1 billion outstanding under our CP Program. The proceeds from our Commercial Paper Notes may be used for general corporate purposes,
which may include the financing of capital expenditures, acquisitions, the repayment or repurchase of any outstanding indebtedness and purchases of our
common stock.
Restricted Cash and Cash Equivalents. Pursuant to the indentures governing certain of our operating companies' debt securities, all rental cash receipts of
the issuers of these debt instruments and their subsidiaries are restricted and held by an indenture trustee. The restricted cash and cash equivalents in excess of
required reserve balances is subsequently released to us in accordance with the terms of the indentures. See also note 2 to our consolidated financial statements.
43

Material Cash Requirements
The following table summarizes our material cash requirements as of December  31, 2024. These material cash requirements relate primarily to our
outstanding borrowings or lease obligations for land interests under our towers. The debt maturities reflect contractual maturity dates and do not consider the
impact of the principal payments that will commence following the anticipated repayment dates of certain debt (see footnote (b)). 
(In millions of dollars)
Years Ending December 31,
Material Cash Requirements
2025
2026
2027
2028
2029
Thereafter
Totals
Debt and other long-term obligations
$
1,951 
$
2,787 
$
3,258 
$
2,635 
$
2,478 
$
11,130 
$
24,239 
Interest payments on debt and other long-term obligations
897 
859 
759 
646 
558 
5,396 
9,115 
Lease obligations
558 
551 
547 
543 
538 
5,682 
8,419 
Total material cash requirements
$
3,406 
$
4,197 
$
4,564 
$
3,824 
$
3,574 
$
22,208 
$
41,773 
(a)
The impact of principal payments that will commence following the anticipated repayment dates of our Tower Revenue Notes, Series 2015-2 and 2018-2 (collectively, "Tower Revenue Notes") is
not considered. The Tower Revenue Notes, Series 2015-2 and 2018-2 have principal amounts of $700 million and $750 million, with anticipated repayment dates in 2025 and 2028, respectively.
See note 7 to our consolidated financial statements for our definition of and additional information regarding the Tower Revenue Notes.
(b)
If the Tower Revenue Notes are not repaid in full by the applicable anticipated repayment dates, the applicable interest rate increases by approximately 5% per annum and monthly principal
payments commence using the Excess Cash Flow (as defined in the indenture governing the applicable Tower Revenue Notes) of the issuers of the Tower Revenue Notes. The Tower Revenue
Notes are presented based on their contractual maturity dates ranging from 2045 to 2048 and include the impact of an assumed 5% increase in interest rate that would occur following the
anticipated repayment dates but exclude the impact of monthly principal payments that would commence using Excess Cash Flow of the issuers of the Tower Revenue Notes. The full year 2024
Excess Cash Flow of the issuers of the Tower Revenue Notes was approximately $1.0 billion. We currently expect to refinance these notes on or prior to the respective anticipated repayment
dates.
(c)
Includes the unused commitment fees on our 2016 Credit Facility. Interest payments on the variable rate debt are based on estimated rates currently in effect. See note 7 to our consolidated
financial statements for information regarding potential upward or downward adjustments to the interest rate spread and unused commitment fee percentage on our 2016 Credit Facility if we
achieve specified annual sustainability targets or fail to meet annual sustainability thresholds. Each annual period presented assumes the downward adjustments in the interest rate spread and
unused commitment fee percentage on our 2016 Credit Facility. See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a discussion of our interest rate risk.
(d)
Amounts relate primarily to lease obligations for the land on which our towers are located and are based on the assumption that payments will be made for certain renewal periods exercisable at
our option that are reasonably certain to be exercised and excludes our contingent payments for operating leases (such as payments based on revenues derived from the communications
infrastructure located on the leased asset) as such arrangements are excluded from our operating lease liability. See note 13 to our consolidated financial statements for further discussion of our
operating lease obligations. See also the table below summarizing remaining terms to expiration.
(a)
(b)(c)
(d)
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The following chart summarizes our rights to the land interests under our towers, including renewal terms exercisable at our option, as of December 31,
2024. As of December 31, 2024, the leases for land interests under our towers had an average remaining life of approximately 35 years, weighted based on
towers site rental gross margin. See "Item 1A. Risk Factors" for a discussion of retaining the rights to land under our towers.
(a)
Inclusive of land owned through fee interests and perpetual easements.
(b)
For the three months ended December 31, 2024, without consideration of the term of the tenant contract.
Debt Covenants
Our 2016 Credit Agreement contains financial maintenance covenants. We are currently in compliance with these financial maintenance covenants and,
based upon our current expectations, we believe we will continue to comply with our financial maintenance covenants. In addition, certain of our debt
agreements contain restrictive covenants that place restrictions on us and may limit our ability to, among other things, incur additional debt and liens, purchase
our securities, make capital expenditures, dispose of assets, undertake transactions with affiliates, make other investments, pay dividends or distribute excess
cash flow. See note 7 to our consolidated financial statements for further discussion of our debt covenants. See also "Item 1A. Risk Factors" for a discussion of
compliance with our debt covenants. The following are ratios applicable to the financial maintenance covenants under the 2016 Credit Agreement as of
December 31, 2024.
Borrower / Issuer
Financial Maintenance Covenant
Covenant Level Requirement
As of December 31, 2024
CCI
Total Net Leverage Ratio
≤ 6.50x
5.7x
CCI
Total Senior Secured Leverage Ratio
≤ 3.50x
0.4x
CCI
Consolidated Interest Coverage Ratio
N/A
N/A
    
(a)
Failure to comply with the financial maintenance covenants would, absent a waiver, result in an event of default under the 2016 Credit Agreement.
(b)
As defined in the 2016 Credit Agreement.
(c)
Applicable solely to the extent that the senior unsecured debt rating by any two of S&P, Moody's and Fitch is lower than BBB-, Baa3 or BBB-, respectively. If applicable, the consolidated
interest coverage ratio must be greater than or equal to 2.50.
(a)(b)
(c)
45

Accounting and Reporting Matters
Critical Accounting Policies and Estimates
Our critical accounting policies and estimates are those that we believe (1) are most important to the portrayal of our financial condition and results of
operations or (2) require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are
inherently uncertain. In many cases, the accounting treatment of a particular transaction is specifically prescribed by GAAP. In other cases, management is
required to exercise judgment in the application of accounting principles with respect to particular transactions. Accordingly, actual results could differ
materially from our estimates. The critical accounting policies and estimates for 2024 are not intended to be a comprehensive list of our accounting policies and
estimates. See note 2 to our consolidated financial statements for a summary of our significant accounting policies.
Lease Accounting—Lessee. For our Towers segment, our lessee arrangements primarily consist of ground leases for land under our towers and are for an
initial term generally between five to 15 years. We also enter into ground leases, such as term easements, in which we prepay the entire term. For our Fiber
segment, our lessee arrangements primarily include leases of fiber assets to facilitate our small cells and fiber solutions. The majority of our lease agreements
have certain termination rights that provide for cancellation after a notice period and multiple renewal options exercisable at our option. We include certain
renewal option periods in the lease term when we determine that the options are reasonably certain to be exercised.
For both our Towers and Fiber segments, operating lease expense is recognized on a ratable basis, regardless of whether the payment terms require us to
make payments annually, semi-annually, quarterly, monthly, or for the entire term in advance. Certain of our ground lease and fiber access agreements contain
fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the change in consumer
price index ("CPI")). If the payment terms include fixed escalators, upfront payments, or rent-free periods, the effect of such increases is recognized on a
straight-line basis. When calculating straight-line ground lease and fiber access expenses, we consider all fixed elements of contractual escalation provisions,
even if such escalation provisions contain a variable element in addition to a minimum. We calculate the straight-line expense over the contract's estimated
lease term, including any renewal option periods that we deem reasonably certain to be exercised.
We recognize a right-of-use ("ROU") asset (and, as applicable, a corresponding lease liability) for each of our operating leases. ROU assets represent our
right to use an underlying asset for the estimated lease term, and lease liabilities represent the present value of our future lease payments. In assessing our leases
and determining our lease liability at lease commencement or upon modification, we are not able to readily determine the rate implicit for our lessee
arrangements and thus use our incremental borrowing rate on a collateralized basis to determine the present value of our lease payments. Our ROU assets are
measured as the balance of the lease liability plus any prepaid or accrued lease payments and any unamortized initial direct costs.
We review the carrying value of our ROU assets for impairment, similar to our other long-lived assets, whenever events or changes in circumstances
indicate that the carrying amounts may not be recoverable. We could record impairments in the future if there are changes in (1) long-term market conditions,
(2) expected future operating results or (3) the utility of the assets that negatively impact the fair value of our ROU assets.
Revenue Recognition. 97% of our total revenue for 2024 consisted of site rental revenues, which are recognized on a ratable basis over the fixed, non-
cancelable term of the relevant tenant contract, generally between five to 15 years for site rental revenues derived from wireless tenants and generally between
one to 20 years for site rental revenues derived from fiber solutions tenants, regardless of whether the payments from the tenant are received in equal monthly
amounts during the life of a tenant contract. Certain of our 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 change in 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 our straight-line
rental revenues, we consider all fixed elements of tenant contractual escalation provisions, even if such escalation provisions contain a variable element (such
as an escalator tied to an inflation-based index) in addition to a minimum. To the extent we acquire below-market tenant leases for contractual interests with
tenants on the acquired communications infrastructure (for example with respect to small cells and fiber), we record the fair value as deferred credits and
amortize such deferred credits to site rental revenues over their estimated lease term. Since we recognize revenue on a straight-line basis, a portion of the site
rental revenues in a given period represents cash collected or contractually collectible in other periods. Our 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 consolidated balance sheet. Amounts billed or
received prior to being earned are deferred and reflected in "Deferred revenues"
46

and "Other long-term liabilities" on the consolidated balance sheet. Amounts to which we have an unconditional right to payment, which are related to both
satisfied or partially satisfied performance obligations, are recorded within "Receivables, net" on the consolidated balance sheet.
As part of our effort to provide comprehensive communications infrastructure solutions, as an ancillary business, we also offer certain services primarily
relating to our Towers segment, which represented 3% of our total revenues for 2024. For the periods presented, such services and other revenues consisted
predominately 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) installation services. See note 16 to our consolidated financial
statements for a discussion of the 2023 Restructuring Plan, which included discontinuing installation services as a Towers product offering. Our services
generally have a duration of one year or less. Upon contract commencement, we assess our services to tenants and identify performance obligations for each
promise to provide a distinct service.
We may have multiple performance obligations for site development services, which primarily include: structural analysis, zoning, permitting and
construction drawings. For each of the above performance obligations, services revenues are recognized at completion of the applicable performance
obligation, which represents the point at which we believe we have 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 transaction price for tower installation services consists of amounts for (1) permanent improvements to our towers that represent a lease component
and (2) the performance of the service. Amounts under our tower installation services agreements that represent a lease component are recognized as site rental
revenues on a ratable basis over the length of the associated estimated lease term. For the performance of the tower installation service, we have one
performance obligation, which is satisfied at the time of the applicable installation or augmentation and recognized as services and other revenues.
Since performance obligations are typically satisfied prior to receiving payment from tenants, the unconditional right to payment is recorded within
"Receivables, net" on our consolidated balance sheet.
Accounting for Acquisitions—General. The majority of our towers have been acquired directly or indirectly from the three largest wireless carriers (or
their predecessors) through transactions consummated since 1999 while most of our fiber assets were acquired through transactions dating back to 2012, with
the largest transactions occurring in 2017. We evaluate each of our acquisitions to determine if it should be accounted for as a business combination or as an
acquisition of assets. For our business combinations, we allocate the purchase price to the assets acquired and liabilities assumed based on their estimated fair
value at the date of acquisition. Any purchase price in excess of the net fair value of the assets acquired and liabilities assumed is allocated to goodwill. See
"Item 7. MD&A—Accounting and Reporting Matters—Accounting for Acquisitions—Valuation" below.
The determination of the final purchase price allocation could extend over several quarters resulting in the use of preliminary estimates that are subject to
adjustment until finalized. Such changes could have a significant impact on our consolidated financial statements.
Accounting for Acquisitions—Leases. With respect to business combinations that include towers that we lease and operate, such as the AT&T and T-
Mobile leased and subleased towers (including those which T-Mobile assumed in its merger with Sprint), we evaluate such agreements to determine treatment
as finance or operating leases. The evaluation of such agreements for finance or operating lease treatment previously included consideration of each of the lease
classification criteria under ASC 840-10-25, namely (1) the transfer of ownership provisions, (2) the existence of bargain purchase options, (3) the length of the
remaining lease term, and (4) the present value of the minimum lease payments. With respect to the AT&T and T-Mobile leased and subleased towers
(including those which T-Mobile assumed in its merger with Sprint), we determined that the tower leases were finance leases and the underlying land leases
were operating leases based upon the lease term criterion, after considering the fragmentation criteria applicable under ASC 840-10-25 to leases involving both
land and buildings (i.e., towers). We determined that the fragmentation criteria was met, and the tower leases could be accounted for as finance leases apart
from the land leases, which are accounted for as operating leases, since (1) the fair value of the land in the aforementioned business combinations was greater
than 25% of the total fair value of the leased property at inception and (2) the tower lease expirations occur beyond 75% of the estimated economic life of the
tower assets.
Accounting for Acquisitions—Valuation. As of December  31, 2024, our largest asset was property and equipment (which primarily consists of
communications infrastructure) followed by operating lease ROU assets, goodwill and intangible assets. Our identifiable intangible assets predominately relate
to the site rental contracts and tenant relationships intangible assets.
47

The fair value of the vast majority of our assets and liabilities is determined by using either:
(1)
discounted cash flow valuation methods (for estimating identifiable intangibles such as site rental contracts and tenant relationships or operating
lease right-of-use assets and lease liabilities acquired); or
(2)
estimates of replacement costs (for tangible fixed assets such as communications infrastructure).
The purchase price allocation requires subjective estimates that, if incorrectly estimated, could be material to our consolidated financial statements,
including the amount of depreciation, amortization and accretion expense. The most important estimates for measurement of tangible fixed assets are (1) the
cost to replace the asset with a new asset and (2) the economic useful life after giving effect to age, quality, and condition. The most important estimates for
measurement of intangible assets are (1)  discount rates and (2)  timing and amount of cash flows including estimates regarding tenant renewals and
cancellations. The most important estimates for measurement of operating lease ROU assets and lease liabilities acquired are (1) present value of our future
lease payments, including whether renewals or extensions should be measured, and (2) favorability or unfavorability to the current market terms. With respect
to business combinations that include towers that we lease and operate, such as the AT&T and T-Mobile leased and subleased towers (including those which T-
Mobile assumed in its merger with Sprint), we evaluate such agreements to determine treatment as finance or operating leases and identification of any bargain
purchase options.
We record the fair value of obligations to perform certain asset retirement activities, including requirements, pursuant to our ground leases, leased facility
and certain pole attachment agreements, to remove communications infrastructure or remediate the space upon which certain of our communications
infrastructure resides. In determining the fair value of these asset retirement obligations we must make several subjective and highly judgmental estimates such
as those related to: (1) timing of cash flows, (2) future costs, (3) discount rates and (4) the probability of enforcement to remove the towers or small cells or
remediate the land. We do not record an obligation for asset retirement activities related to our fiber, as a settlement date is indeterminable and therefore a
reasonable estimation of fair value cannot be made.
Accounting for Long-Lived Assets—Useful Lives. We are required to make subjective assessments as to the useful lives of our tangible and intangible
assets for purposes of determining depreciation, amortization and accretion expense that, if incorrectly estimated, could be material to our consolidated
financial statements. Depreciation expense for our property and equipment is computed using the straight-line method over the estimated useful lives of our
various classes of tangible assets. A substantial portion of our property and equipment represents the cost of our communications infrastructure, the majority of
which is depreciated with an estimated useful life equal to the shorter of 20 years or the term of the underlying ground lease (where applicable and including
optional renewals).
The useful lives of our intangible assets are estimated based on the period over which the intangible asset is expected to benefit us and gives consideration
to the expected useful life of other assets to which the useful life may relate. We review the expected useful lives of our intangible assets on an ongoing basis
and adjust if necessary. Amortization expense for intangible assets is computed using the straight-line method over the estimated useful life of each of the
intangible assets. The useful lives of site rental contracts and tenant relationships intangible assets are limited by the maximum depreciable life of the
communications infrastructure (20 years), as a result of the interdependency of the communications infrastructure and the site rental contracts and tenant
relationships. In contrast, the site rental contracts and tenant relationships are estimated to provide economic benefits for several decades because of the low
rate of tenant cancellations and high rate of tenant retention experienced to date. Thus, while site rental contracts and tenant relationships intangible assets are
valued based upon the fair value of the site rental contracts and tenant relationships which includes assumptions regarding both (1) tenants' exercise of optional
renewals contained in the acquired leases and (2) renewals of the acquired leases past the contractual term including exercisable options, site rental contracts
and tenant relationships intangible assets are amortized over a period not to exceed 20 years as a result of the useful life being limited by the depreciable life of
the communications infrastructure.
Accounting for Long-Lived Assets—Impairment Evaluation. We review the carrying values of property and equipment, intangible assets, or other long-
lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.
For purposes of our Towers segment, we utilize the following dual grouping policy for purposes of determining the unit of account for testing impairment
of site rental contracts and tenant relationships intangible assets:
(1)
we pool site rental contracts and tenant relationships intangible assets and property and equipment into portfolio groups; and
(2)
we separately pool the site rental contracts and tenant relationships by significant tenant or by tenant grouping for individually insignificant tenants,
as appropriate.
48

We first pool site rental contracts and tenant relationships intangible assets and property and equipment into portfolio groups for purposes of determining
the unit of account for impairment testing, because we view communications infrastructure as portfolios and communications infrastructure in a given portfolio
and its related tenant contracts are not largely independent of the other communications infrastructure in the portfolio. We re-evaluate the appropriateness of the
pooled groups at least annually. This use of grouping is based in part on (1)  our limitations regarding disposal of communications infrastructure, (2)  the
interdependencies of communications infrastructure portfolios, and (3) the manner in which communications infrastructure is traded in the marketplace. The
vast majority of our site rental contracts and tenant relationships intangible assets and property and equipment are pooled into the U.S. owned communications
infrastructure group. Secondly, and separately, we pool the site rental contracts and tenant relationships by significant tenant or by tenant grouping for
individually insignificant tenants, as appropriate, for purposes of determining the unit of account for impairment testing because we associate the value ascribed
to site rental contracts and tenant relationships intangible assets to the underlying contracts and related tenant relationships acquired.
For purposes of our Fiber segment, we evaluate financial performance of major U.S. markets where we have made significant investments. In addition, as
discrete cash flows (including projected cash flows) are most readily available at the segment level, we also review the undiscounted cash flows at this level to
evaluate potential impairment of our long-lived assets.
Our determination that an adverse event or change in circumstance has occurred that indicates that the carrying amounts may not be recoverable will
generally involve (1)  a deterioration in an asset's financial performance compared to historical results, (2)  a shortfall in an asset's financial performance
compared to forecasted results, or (3) changes affecting the utility and estimated future demands for the asset. When considering the utility of our assets, we
consider events that would meaningfully impact (1) our communications infrastructure or (2) our tenant relationships. For example, consideration would be
given to events that impact (1) the structural integrity and longevity of our communications infrastructure or (2) our ability to derive benefit from our existing
tenant relationships, including events such as tenant's bankruptcy or insolvency or loss of a significant tenant.
If the sum of the associated estimated future cash flows (undiscounted) from an asset group is less than its carrying amount, an impairment loss may be
recognized. If the carrying value were to exceed the undiscounted cash flows, measurement of an impairment loss would be based on the fair value of the asset,
which is based on an estimate of discounted future cash flows. The most important estimates for such calculations of undiscounted cash flows are (1) the
expected additions of new tenants and equipment on our communications infrastructure and (2) estimates regarding tenant cancellations and renewals of tenant
contracts. We could record impairments in the future if changes in long-term market conditions, expected future operating results or the utility of the assets
results in changes for our impairment test calculations which negatively impact the fair value of our property and equipment and intangible assets, or if we
changed our unit of account in the future.
In light of the aforementioned impairment of the Fiber segment goodwill balance, we conducted a review during the fourth quarter of 2024, including
analysis of both market-level and segment-level information, and determined there was no impairment of Fiber segment long-lived assets. In regard to our
Towers segment, there were no events or circumstances that caused us to review the carrying value of our intangible assets or property and equipment due in
part to our assets performing consistently with or better than our expectations.
The Fiber Business did not meet the criteria for assets held for sale as of December 31, 2024, and therefore remains presented as a component of
continuing operations. Following the announcement of the Strategic Fiber Transaction and beginning with the Company's filing of Form 10-Q for the quarter
ended March 31, 2025, the Fiber Business will be presented as a discontinued operation, and its net assets will be classified as held for sale and comparable
prior periods will be recast to reflect this change. Upon classification as held for sale, we expect to recognize a loss of between $700 and $800 million,
inclusive of estimated transaction fees.
Approximately 5% of our total towers currently have no tenants. We continue to pay operating expenses on these towers in anticipation of obtaining
tenants on these towers in the future, primarily because of the demographics and continuing increase in demand for data in the areas around these individual
towers. We estimate, based on current visibility, potential tenants on a majority of these towers. To the extent we do not believe there are long-term prospects of
obtaining tenants on an individual asset and all other possible avenues for recovering the carrying value have been exhausted, including sale of the asset, we
appropriately reduce the carrying value of such assets to fair value.
Accounting for Goodwill—Impairment Evaluation. Management tests goodwill for impairment at least annually or whenever events or circumstances
indicate the carrying amount may not be recoverable. The annual test begins with goodwill and all intangible assets being allocated to applicable reporting
units. We then perform a qualitative assessment to determine whether it is "more likely than not" that the fair value of the reporting unit is less than its carrying
amount. If we conclude that it
49

is "more likely than not" that the fair value of a reporting unit is less than its carrying amount, we would be required to perform a quantitative goodwill
impairment test. The quantitative goodwill impairment test compares the estimated fair value of the reporting unit and the carrying value of the reporting unit.
If the carrying amount of a reporting unit is greater than its fair value, an impairment loss shall be recognized in an amount equal to such excess, limited to the
total amount of goodwill allocated to the reporting unit. Our reporting units are the same as our operating segments (Towers and Fiber). See note 14 to our
consolidated financial statements.
For the year ended December 31, 2024, we recorded an impairment charge of approximately $5.0 billion related to the goodwill associated with our Fiber
segment, which represents a reporting unit for purposes of evaluating goodwill, which resulted in no goodwill remaining for the Fiber reporting unit.
Management performed its annual goodwill impairment test in the fourth quarter of 2024. The means of estimating the fair value of our reporting units is
using discounted cash flow ("DCF") models developed by management. Key assumptions and estimates used in the DCF models included projected future
revenues, operating cash flows, capital expenditures (net of certain payments received from customers), an exit multiple and a discount rate. With respect to the
Towers reporting unit, there was no indication of impairment following the quantitative assessment, as the estimated fair value was well in excess of the
corresponding carrying amount.
The quantitative impairment test indicated that the carrying amount of our Fiber reporting unit exceeded its estimated fair value. The impairment was due
to a number of factors, one of which was a reduction in management’s assumptions for long-term revenue growth as actual demand, particularly related to
small cells, has continued to be lower than previous expectations. In the face of this reduced demand, and consistent with the recently concluded operating
review of the Fiber business, management implemented operational and strategic changes targeted at reducing future capital investment in the Fiber business by
focusing primarily on colocation opportunities which require less capital expenditures than new-build opportunities. Although this more targeted strategy is
focused on higher-return projects, the lower capital investment is expected to result in lower overall revenues and operating cash flows in the Fiber business.
Following implementation of these changes, and consistent with the ongoing developments surrounding the Company's strategic review of its Fiber business,
during the fourth quarter of 2024, management incorporated the anticipated impact of these changes in expectations into its long-term forecasts, which
decreased the estimated fair value of the Fiber reporting unit. Additionally, management’s expectations regarding the terminal value of the projections
decreased due to several factors, including lower operating cash flows forecasted by management in the terminal year as well as lower exit multiples derived
from industry research firms' outlook reports, which management uses in its DCF models. Finally, changes in the macroeconomic environment, including
elevated interest rates, resulted in an increase in the discount rate used in the valuation model, which had a negative impact on estimated fair value.
The impairment charges for the Fiber reporting unit are recorded in "Goodwill impairment charges" on the consolidated statement of operations and
comprehensive income (loss).
Deferred Income Taxes. We operate as a REIT for U.S. federal income tax purposes. Our REIT taxable income is generally not subject to federal and state
income taxes as a result of the deduction for dividends paid and any usage of our remaining NOLs. Accordingly, the only provision or benefit for federal
income taxes for the year ended December 31, 2024 relates to TRSs. Furthermore, as a result of the deduction for dividends paid, some or all of our NOLs
related to our REIT may expire without utilization. See "Item 1. Business—REIT Status" for a discussion of the impact of our REIT status. 
Our TRSs will continue to be subject, as applicable, to federal and state income taxes and foreign taxes in the jurisdictions in which such assets and
operations are located. Our 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. Our ability to utilize our NOLs is dependent, in part,
upon us having sufficient future earnings to utilize our NOLs before they expire. If market conditions change materially and we determine that we will be
unable to generate sufficient taxable income in the future to utilize our NOLs, we would be required to record an additional valuation allowance, which would
reduce our earnings. The change in our valuation allowance has no effect on our cash flows. For a further discussion of our benefit (provision) for income
taxes, see "Item 7. MD&A—Results of Operations" and note 9 to our consolidated financial statements.
Accounting Pronouncements
Recently Adopted Accounting Pronouncements. See note 2 to our consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted. See note 2 to our consolidated financial statements.
50

Non-GAAP and Segment Financial Measures
In addition to the non-GAAP measures used herein and as discussed in note 14 to our consolidated financial statements, we also provide segment
operating profit (loss), which is a key measure used by management to evaluate the performance of our operating segments. This segment measure is provided
pursuant to GAAP requirements related to segment reporting.
We define segment operating profit (loss) as segment site rental revenues plus segment services and other revenues, less segment site rental costs of
operations, segment services and other costs of operations, and segment selling, general and administrative expenses, each of which excludes stock-based
compensation, net, and prepaid lease purchase price adjustments, which are recorded in the respective consolidated figures.
We define Segment Adjusted Site Rental Gross Margin as segment site rental revenues less segment site rental costs of operations, excluding stock-based
compensation expense, net and amortization of prepaid lease purchase price adjustments recorded in consolidated site rental costs of operations. We define
Segment Adjusted 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 three aforementioned segment performance measurements are exclusive of depreciation, amortization and accretion, which are shown separately.
Additionally, certain costs are shared across segments and are reflected in our segment measures through allocations that management believes to be
reasonable.
We use Segment Adjusted Site Rental Gross Margin and Segment Adjusted Services and Other Gross Margin, which are non-GAAP financial measures,
as indicators of segment financial performance. Our measures of Segment Adjusted Site Rental Gross Margin and Segment Adjusted Services and Other Gross
Margin may not be comparable to similarly titled measures of other companies, including companies in the communications infrastructure sector or other
REITs, and are not measures of performance calculated in accordance with GAAP. Segment Adjusted Site Rental Gross Margin and Segment Adjusted Services
and Other Gross Margin should not be considered in isolation or as substitutes for segment operating profit (loss) or other income statement or cash flow
statement data prepared in accordance with GAAP and should be considered only as supplements to segment operating profit (loss) computed in accordance
with GAAP as measures of our performance. There are material limitations to using measures such as Segment Adjusted Site Rental Gross Margin and
Segment Adjusted Services and Other Gross Margin, including the difficulty associated with comparing results among more than one company, including our
competitors, and the inability to analyze certain significant items, including stock-based compensation expense, net, prepaid lease purchase price adjustments
and depreciation, amortization, and accretion, that directly affect our net income (loss). Management compensates for these limitations by considering the
economic effect of the excluded expense items independently as well as in connection with their analysis of net income (loss). The reconciliations of Segment
Adjusted Site Rental Gross Margin and Segment Adjusted Services and Other Gross Margin to our segment operating profit (loss) are set forth below:
Years Ended December 31,
(In millions of dollars)
2024
2023
2022
Towers
Fiber
Towers
Fiber
Towers
Fiber
Segment operating profit (loss)
$
3,322  $
1,188 
$
3,393  $
1,355 
$
3,527  $
1,130 
Adjustments to increase (decrease) segment operating profit (loss):
Segment services and other revenues
(192)
(18)
(421)
(28)
(685)
(12)
Segment services and other costs of operations
101 
12 
294
12
447
9
Segment selling, general and administrative expenses
76 
176 
104 
194 
115 
190 
Segment Adjusted Site Rental Gross Margin
$
3,307  $
1,358 
$
3,370  $
1,533 
$
3,404  $
1,317 
Years Ended December 31,
2024
2023
2022
Towers
Fiber
Towers
Fiber
Towers
Fiber
Segment operating profit (loss)
$
3,322  $
1,188 
$
3,393  $
1,355 
$
3,527  $
1,130 
Adjustments to increase (decrease) segment operating profit (loss):
Segment site rental revenues
(4,266)
(2,092)
(4,313)
(2,219)
(4,322)
(1,967)
Segment site rental costs of operations
959 
734 
943 
686 
918 
650 
Segment selling, general and administrative expenses
76 
176 
104 
194 
115 
190 
Segment Adjusted Services and Other Gross Margin
$
91  $
6 
$
127  $
16 
$
238  $
3 
(a)
Segment services and other costs of operations for the year ended December 31, 2024 excludes stock-based compensation expense, net of $6 million, and for the years ended December 31, 2023
and 2022, excludes $10 million of stock-based compensation expense, net in each year.
(a)
(b)
(c)(d)
(b)
51

(b)
Segment selling, general and administrative expenses for the years ended December 31, 2024, 2023 and 2022 excludes stock-based compensation expense, net of $44 million, $50 million and
$47 million, respectively.
(c)
Segment site rental costs of operations for the years ended December 31, 2024 and 2023 excludes stock-based compensation expense, net of $19 million in each year, and for the year ended
December 31, 2022, excludes $18 million of stock-based compensation expense, net. Additionally, segment site rental costs of operations excludes prepaid lease purchase price adjustments of
$16 million in each of the three years ended December 31, 2024, 2023 and 2022.
(d)
Exclusive of depreciation, amortization and accretion shown separately.
We believe Segment Adjusted Site Rental Gross Margin and Segment Adjusted Services and Other Gross Margin are useful to investors or other
interested parties in evaluating our financial performance because:
i.
they are measures used by our management (1) to evaluate the economic productivity of our operating segments, (2) to identify underlying business
trends that are impacting our performance, and (3) for purposes of making decisions about allocating resources to, and assessing the performance of,
our operating segments; and
ii.
we believe it helps investors and other interested parties meaningfully evaluate and compare the results of our operations from period to period.
Our management uses Segment Adjusted Site Rental Gross Margin and Segment Adjusted Services and Other Gross Margin:
i.
as a measurement of financial performance because it assists us in comparing our financial performance excluding the impact of certain non-cash
items such as stock-based compensation expense, net and amortization of prepaid lease purchase price adjustments and asset base (primarily
depreciation, amortization and accretion) from our operating results and before consideration of segment selling, general and administrative
expenses; and
ii.
for planning purposes, including preparation of our annual operating budget by operating segment.
We define earnings before interest, taxes, depreciation, amortization and accretion, as adjusted ("Adjusted EBITDA") as net income (loss) plus
restructuring charges (credits), asset write-down charges, goodwill impairment, acquisition and integration costs, depreciation, amortization and accretion,
amortization of prepaid lease purchase price adjustments, interest expense and amortization of deferred financing costs, net, (gains) losses on retirement of
long-term obligations, net (gain) loss on interest rate swaps, (gains) losses on foreign currency swaps, impairment of available-for-sale securities, interest
income, other (income) expense, (benefit) provision for income taxes, net (income) loss from discontinued operations, (gain) loss on sale of discontinued
operations, cumulative effect of a change in accounting principle, stock-based compensation expense, net and net (gain) loss from disposal of discontinued
operations, net of tax.
We use Adjusted EBITDA, which is a non-GAAP financial measure, as an indicator of consolidated financial performance. Our measure of Adjusted
EBITDA may not be comparable to similarly titled measures of other companies, including companies in the communications infrastructure sector or other
REITs, and is not a measure of performance calculated in accordance with GAAP. Adjusted EBITDA should not be considered in isolation or as a substitute for
operating income (loss), net income (loss), net cash provided by (used for) operating, investing and financing activities or other income statement or cash flow
statement data prepared in accordance with GAAP and should be considered only as a supplement to net income (loss) computed in accordance with GAAP as
a measure of our performance. There are material limitations to using a measure such as Adjusted EBITDA, including the difficulty associated with comparing
results among more than one company, including our competitors, and the inability to analyze certain significant items, including depreciation and interest
expense, that directly affect our net income (loss). Management compensates for these limitations by considering the economic effect of the excluded expense
items independently as well as in connection with their analysis of net income (loss). The reconciliation of Adjusted EBITDA to our net income (loss) is set
forth below:
52

Years Ended December 31,
(In millions of dollars)
2024
2023
2022
Net income (loss)
$
(3,903)
$
1,502 
$
1,675 
Adjustments to increase (decrease) net income (loss):
Asset write-down charges
148 
33 
34 
Goodwill impairment
4,958 
— 
— 
Acquisition and integration costs
— 
1 
2 
Depreciation, amortization and accretion
1,738 
1,754 
1,707 
Restructuring charges
109 
85 
— 
Amortization of prepaid lease purchase price adjustments
16 
16 
16 
Interest expense and amortization of deferred financing costs, net
932 
850 
699 
(Gains) losses on retirement of long-term obligations
— 
— 
28 
Interest income
(19)
(15)
(3)
Other (income) expense
28 
6 
10 
(Benefit) provision for income taxes
24 
26 
16 
Stock-based compensation expense, net
131 
157 
156 
Adjusted EBITDA
$
4,161 
$
4,415 
$
4,340 
(a)
The above reconciliation excludes the items included in our Adjusted EBITDA definition which are not applicable to the periods shown.
We believe Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial performance because:
•
it is the primary measure used by our management (1) to evaluate the economic productivity of our operations and (2) for purposes of making
decisions about allocating resources to, and assessing the performance of, our operations;
•
although specific definitions may vary, it is widely used by investors or other interested parties in evaluation of the communications infrastructure
sector and other REITs to measure financial performance without regard to items such as depreciation, amortization and accretion, which can vary
depending upon accounting methods and the book value of assets;
•
we believe it helps investors and other interested parties meaningfully evaluate and compare the results of our operations (1) from period to period
and (2) to our competitors by removing the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base
(primarily depreciation, amortization and accretion) from our financial results; and
•
it is similar to the measure of current financial performance generally used in our debt covenant calculations.
Our management uses Adjusted EBITDA:
•
as a performance goal in employee annual incentive compensation;
•
as a measurement of financial performance because it assists us in comparing our financial performance on a consistent basis as it removes the
impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and
accretion) from our operating results;
•
in presentations to our board of directors to enable it to have the same measurement of financial performance used by management;
•
for planning purposes, including preparation of our annual operating budget;
•
as a valuation measure in strategic analyses in connection with the purchase and sale of assets;
•
in determining self-imposed limits on our debt levels, including the evaluation of our leverage ratio; and
•
with respect to compliance with our debt covenants, which require us to maintain certain financial ratios that incorporate concepts such as, or similar
to, Adjusted EBITDA.
(a)
53

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk
Our primary exposures to market risks are related to changes in interest rates, which may adversely affect our results of operations and financial position.
We seek to manage exposure to changes in interest rates where economically prudent to do so by utilizing fixed rate debt. As of December 31, 2024 and
December 31, 2023 we had no interest rate swaps.
Interest Rate Risk
Our interest rate risk as of December 31, 2024 relates primarily to the impact of interest rate movements on the following:
•
the potential refinancing of our $24.1 billion in existing debt, compared to $22.9 billion as of December 31, 2023;
•
our $2.5 billion of floating rate debt, compared to $1.8 billion as of December 31, 2023, representing approximately 10% and 8% of total debt
respectively; potential future borrowings of incremental debt, including borrowings under our 2016 Credit Facility and issuances under our CP
Program; and
•
potential future borrowings of incremental debt, including borrowings under our 2016 Credit Facility and issuances under our CP Program.
From March 2022 until recently, the Federal Reserve repeatedly raised the federal funds rate, which adversely impacted the interest rates on our variable
rate debt and refinancings of fixed rate debt. Recently, the Federal Reserve has started to loosen its monetary policy by lowering the federal funds rate;
however, any prolonged period of elevated interest rates or further increases to interest rates could increase our costs of borrowing. See also "Item 1a. Risk
Factors" for a further discussion of risks stemming from interest rate increases.
Sensitivity Analysis. We manage our exposure to market interest rates on our existing debt by controlling the mix of fixed and floating rate debt. As of
December 31, 2024, we had $2.5 billion of floating rate debt. A hypothetical unfavorable fluctuation in market interest rates on our existing floating rate debt of
1/4 of a percent point over a 12-month period would increase our interest expense by approximately $6 million.
Potential Future Borrowings of Incremental Debt. We typically do not hedge our exposure to interest rates on potential future borrowings of incremental
debt for a substantial period prior to issuance. See "Item 7. MD&A—Liquidity and Capital Resources" regarding our liquidity strategy.
Potential Refinancing of Existing Debt. Our contractual debt maturities over the next 12 months consist of Commercial Paper Notes that may be
outstanding from time to time, the 1.350% Senior Notes and principal payments on certain outstanding debt. We currently expect to refinance the Tower
Revenue Notes, Series 2015-2 on or prior to the anticipated repayment date of May 15, 2025. See below for additional discussion as well as a tabular
presentation of our scheduled contractual debt maturities as of December 31, 2024.
54

Future Principal Payments and Interest Rates
The following table provides information about our market risk related to changes in interest rates. The future principal payments and weighted-average
interest rates are presented as of December  31, 2024. These debt maturities reflect final maturity dates, and do not consider the impact of the principal
payments that will commence following the anticipated repayment dates of certain debt (see footnotes (b) and (d)). The information presented below regarding
the variable rate debt is supplementary to our sensitivity analysis regarding the impact of changes in the interest rates. See note 7 to our consolidated financial
statements for additional information regarding our debt.
 
Future Principal Payments and Interest Rates by the Debt Instruments' Contractual Year of Maturity
(In millions of dollars)
2025
2026
2027
2028
2029
Thereafter
Total
Fair Value
Fixed rate debt
$
550 
$
2,696 
$
2,292 
$
2,635 
$
2,478 
$
11,130 
$
21,781 
$
19,940 
Average interest rate
1.6 %
3.0 %
3.5 %
4.5 %
4.6 %
3.7 %
3.7 %
Variable rate debt
$
1,401 
$
91 
$
966 
$
— 
$
— 
$
— 
$
2,458 
$
2,458 
Average interest rate
5.0 %
5.3 %
5.1 %
— %
— %
— %
5.1 %
(a)
The fair value of our debt is based on indicative quotes, non-binding quotes from brokers that require judgment to interpret market information, including implied credit spreads for similar
borrowings on recent trades or bid/ask offers. These fair values are not necessarily indicative of the amount, which could be realized in a current market exchange.
(b)
The impact of principal payments that will commence following the anticipated repayment dates is not considered (see footnote (d) below). The Tower Revenue Notes, Series 2015-2 and Series
2018-2 have principal amounts of $700 million and $750 million, with anticipated repayment dates in 2025 and 2028, respectively.
(c)
The average interest rate represents the weighted-average stated coupon rate (see also footnote (d)).
(d)    If the Tower Revenue Notes are not repaid in full by the applicable anticipated repayment dates, the applicable interest rate increases by approximately 5% per annum and monthly principal
payments commence using the Excess Cash Flow (as defined in the indenture governing the applicable Tower Revenue Notes) of the issuers of the Tower Revenue Notes. The Tower Revenue
Notes are presented based on their contractual maturity dates ranging from 2045 to 2048 and include the impact of an assumed 5% increase in interest rate that would occur following the
anticipated repayment dates but exclude the impact of monthly principal payments that would commence using Excess Cash Flow of the issuers of the Tower Revenue Notes. The full year 2024
Excess Cash Flow of the issuers of the Tower Revenue Notes was approximately $1.0 billion. We currently expect to refinance these notes on or prior to the respective anticipated repayment
dates.
(e)    Predominately consists of our senior unsecured term loan A facility ("2016 Term Loan A"), which matures in 2027. See note 7 to our consolidated financial statements for information regarding
potential upward or downward adjustments to the interest rate spread and unused commitment fee percentage on our 2016 Credit Facility if we achieve specified annual sustainability targets or
fail to meet annual sustainability thresholds. Each annual period presented assumes the downward adjustments in the interest rate spread and unused commitment fee percentage on our 2016
Credit Facility.
(f)    Predominately consists of outstanding indebtedness under our CP Program. Such amounts may be issued, repaid or re-issued from time to time.
(a)
(b)
(b)(c)(d)
(e)
(f)
(e)
55

Item 8.    Financial Statements and Supplementary Data
Crown Castle Inc. and Subsidiaries
Index to Consolidated Financial Statements and Financial Statement Schedules
 
 
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
57
Consolidated Balance Sheet as of December 31, 2024 and 2023
60
Consolidated Statement of Operations and Comprehensive Income (Loss) for each of the three years in the period ended December 31, 2024
61
Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, 2024
62
Consolidated Statement of Equity (Deficit) for each of the three years in the period ended December 31, 2024
63
Notes to Consolidated Financial Statements
64
Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2024, 2023 and 2022
109
Schedule III - Schedule of Real Estate and Accumulated Depreciation for the years ended December 31, 2024, 2023 and 2022
110
56

Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
Crown Castle Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheet of Crown Castle Inc. and its subsidiaries (the “Company”) as of December 31, 2024 and 2023,
and the related consolidated statements of operations and comprehensive income (loss), of equity (deficit) and of cash flows for each of the three years in the
period ended December 31, 2024, including the related notes and financial statement schedules listed in the index appearing under Item 15(a)(2) (collectively
referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2024,
based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of
December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in
conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework
(2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and
for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial
Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's
internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal
control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control
over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of
its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
57

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were
communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated
financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing
separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Revenue Recognition - Towers Segment - Site Rental Revenues
As described in Notes 2 and 14 to the consolidated financial statements, the Company recognized $4,266 million in site rental revenues from the Towers
segment for the year ended December 31, 2024. The Company generates site rental revenues from its core business by providing tenants with access 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.
The principal considerations for our determination that performing procedures relating to revenue recognition for the site rental revenues from the Towers
segment is a critical audit matter are a high degree of auditor effort in performing procedures and evaluating audit evidence related to revenue recognition for
the site rental revenues from the Towers segment.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated
financial statements. These procedures included testing the effectiveness of controls relating to revenue recognition for the site rental revenues from the Towers
segment. These procedures also included, among others (i) testing management’s identification of the contractual terms by obtaining and inspecting tenant
contracts and other relevant source documents on a test basis and (ii) testing the appropriateness of the amount of revenue recognized based on contractual
terms on a test basis.
Quantitative Goodwill Impairment Test – Fiber Reporting Unit
As described in Notes 2 and 5 to the consolidated financial statements, the Company’s consolidated goodwill balance was $5,127 million as of December 31,
2024. Management tests goodwill for impairment at least annually or whenever events or circumstances indicate the carrying amount may not be recoverable.
The quantitative goodwill impairment test compares the estimated fair value of the reporting unit and the carrying value of the reporting unit. If the carrying
amount of a reporting unit is greater than its fair value, an impairment loss shall be recognized in an amount equal to such excess, limited to the total amount of
goodwill allocated to the reporting unit. Management performed the most recent annual goodwill impairment test in the fourth quarter of 2024. The quantitative
impairment test indicated that the carrying amount of the Company’s Fiber reporting unit exceeded its estimated fair value. As such, management recorded an
impairment charge of $4,958 million, which resulted in no goodwill remaining for the Fiber reporting unit. The means of estimating the fair value of the
Company’s reporting units is using discounted cash flow (DCF) models developed by management. Key assumptions and estimates used in the DCF models
included projected future revenues, operating cash flows, capital expenditures (net of certain payments received from customers), an exit multiple and a
discount rate.
The principal considerations for our determination that performing procedures relating to the quantitative goodwill impairment test of the Fiber reporting unit is
a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Fiber reporting unit; (ii) a high degree of
auditor judgment, subjectivity, and effort in performing the procedures and evaluating management’s significant assumptions related to the exit multiple and
discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated
financial statements. These procedures included testing the effectiveness of controls relating to management’s quantitative goodwill impairment test, including
controls over the valuation of the Fiber reporting unit. These procedures also included, among others (i) testing management’s process for developing the fair
value estimate of the Fiber reporting unit; (ii) evaluating the appropriateness of the DCF model used by management; (iii) testing the completeness and
accuracy of underlying data used in the DCF model; and (iv) evaluating the reasonableness of management’s significant
58

assumptions related to the exit multiple and discount rate. Evaluating management's assumption related to the exit multiple involved evaluating whether the
assumption used by management was reasonable considering the consistency with external market and industry data. Professionals with specialized skill and
knowledge were used to assist in the evaluation of (i) the appropriateness of the DCF model and (ii) the reasonableness of the exit multiple and discount rate
assumptions.
/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
March 14, 2025
We have served as the Company’s auditor since 2011.
59

CROWN CASTLE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In millions of dollars, except par values)
 
December 31,
2024
2023
ASSETS
Current assets:
Cash and cash equivalents
$
119 
$
105 
Restricted cash and cash equivalents
171 
171 
Receivables, net of allowance of $22 and $19, respectively
478 
481 
Prepaid expenses
106 
103 
Current portion of deferred site rental receivables
176 
116 
Other current assets
40 
56 
Total current assets
1,090 
1,032 
Deferred site rental receivables
2,343 
2,239 
Property and equipment, net
15,495 
15,666 
Operating lease right-of-use assets
5,797 
6,187 
Goodwill
5,127 
10,085 
Site rental contracts and tenant relationships, net
2,727 
3,122 
Other intangible assets, net
54 
57 
Other assets, net
103 
139 
Total assets
$
32,736 
$
38,527 
LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
Accounts payable
$
192 
$
252 
Accrued interest
244 
219 
Deferred revenues
476 
605 
Other accrued liabilities
359 
342 
Current maturities of debt and other obligations
610 
835 
Current portion of operating lease liabilities
296 
332 
Total current liabilities
2,177 
2,585 
Debt and other long-term obligations
23,471 
22,086 
Operating lease liabilities
5,236 
5,561 
Other long-term liabilities
1,985 
1,914 
Total liabilities
32,869 
32,146 
Commitments and contingencies (see note 12)
CCI stockholders' equity (deficit):
Common stock, $0.01 par value; 1,200 shares authorized; shares issued and outstanding: December 31, 2024—435 and
December 31, 2023—434
4 
4 
Additional paid-in capital
18,393 
18,270 
Accumulated other comprehensive income (loss)
(5)
(4)
Dividends/distributions in excess of earnings
(18,525)
(11,889)
Total equity (deficit)
(133)
6,381 
Total liabilities and equity (deficit)
$
32,736 
$
38,527 
See accompanying notes to consolidated financial statements.
60

CROWN CASTLE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(In millions of dollars, except per share amounts)
 
Years Ended December 31,
 
2024
2023
2022
Net revenues:
Site rental
$
6,358 
$
6,532 
$
6,289 
Services and other
210 
449 
697 
Net revenues
6,568 
6,981 
6,986 
Operating expenses:
Costs of operations:
Site rental
1,728 
1,664 
1,602 
Services and other
119 
316 
466 
Selling, general and administrative
706 
759 
750 
Asset write-down charges
148 
33 
34 
Acquisition and integration costs
— 
1 
2 
Depreciation, amortization and accretion
1,738 
1,754 
1,707 
Restructuring charges
109 
85 
— 
Goodwill impairment charges
4,958 
— 
— 
Total operating expenses
9,506 
4,612 
4,561 
Operating income (loss)
(2,938)
2,369 
2,425 
Interest expense and amortization of deferred financing costs, net
(932)
(850)
(699)
Gains (losses) on retirement of long-term obligations
— 
— 
(28)
Interest income
19 
15 
3 
Other income (expense)
(28)
(6)
(10)
Income (loss) before income taxes
(3,879)
1,528 
1,691 
Benefit (provision) for income taxes
(24)
(26)
(16)
Net income (loss)
$
(3,903)
$
1,502 
$
1,675 
Other comprehensive income (loss):
Foreign currency translation adjustments
(1)
1 
(1)
Total other comprehensive income (loss)
(1)
1 
(1)
Comprehensive income (loss)
$
(3,904)
$
1,503 
$
1,674 
Net income (loss), per common share:
Net income (loss)—basic
$
(8.98)
$
3.46 
$
3.87 
Net income (loss)—diluted
$
(8.98)
$
3.46 
$
3.86 
Weighted-average common shares outstanding:
Basic
434 
434 
433 
Diluted
434 
434 
434 
(a)
Exclusive of depreciation, amortization and accretion shown separately.
See accompanying notes to consolidated financial statements.
(a)
61

CROWN CASTLE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(In millions of dollars)
 
Years Ended December 31,
2024
2023
2022
Cash flows from operating activities:
Net Income (loss)
$
(3,903)
$
1,502 
$
1,675 
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation, amortization and accretion
1,738 
1,754 
1,707 
Goodwill impairment charges
4,958 
—  — 
— 
(Gains) losses on retirement of long-term obligations
— 
— 
28 
Amortization of deferred financing costs and other non-cash interest
32 
29 
17 
Stock-based compensation expense, net
131 
157 
156 
Asset write-down charges
148 
33 
34 
Deferred income tax (benefit) provision
4 
8 
3 
Restructuring charges, non-cash
12 
7 
— 
Other non-cash adjustments, net
23 
7 
5 
Changes in assets and liabilities, excluding the effects of acquisitions:
Increase (decrease) in accrued interest
25 
36 
— 
Increase (decrease) in accounts payable
(22)
(14)
(5)
Increase (decrease) in other liabilities
(91)
(265)
(281)
Decrease (increase) in receivables
6 
115 
(49)
Decrease (increase) in other assets
(118)
(243)
(412)
Net cash provided by (used for) operating activities
2,943 
3,126 
2,878 
Cash flows from investing activities:
Capital expenditures
(1,222)
(1,424)
(1,310)
Payments for acquisitions, net of cash acquired
(8)
(96)
(35)
Other investing activities, net
10 
1 
(7)
Net cash provided by (used for) investing activities
(1,220)
(1,519)
(1,352)
Cash flows from financing activities:
Proceeds from issuance of long-term debt
1,244 
3,843 
748 
Principal payments on debt and other long-term obligations
(99)
(79)
(74)
Purchases and redemptions of long-term debt
(750)
(750)
(1,274)
Borrowings under revolving credit facility
— 
3,613 
3,495 
Payments under revolving credit facility
(670)
(4,248)
(2,855)
Net issuances (repayments) under commercial paper program
1,341 
(1,241)
976 
Payments for financing costs
(12)
(39)
(14)
Purchases of common stock
(33)
(30)
(65)
Dividends/distributions paid on common stock
(2,729)
(2,723)
(2,602)
Net cash provided by (used for) financing activities
(1,708)
(1,654)
(1,665)
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents
15 
(47)
(139)
Effect of exchange rate changes on cash
(1)
1 
— 
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period
281  
327 
466 
Cash and cash equivalents and restricted cash and cash equivalents at end of period
$
295 
$
281 
$
327 
See accompanying notes to consolidated financial statements.
62

CROWN CASTLE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EQUITY (DEFICIT)
(Amounts in millions)
 
Common Stock
Additional

Paid-In Capital
Accumulated Other
Comprehensive
Income (Loss)
Dividends/Distributions
in Excess of Earnings
Total
 
Shares
($0.01 Par)
Balance, December 31, 2021
432 
$
4 
$
18,011 
$
(4)
$
(9,753)
$
8,258 
Stock-based compensation related activity, net of forfeitures
1 
— 
170 
— 
— 
170 
Purchases and retirement of common stock
— 
— 
(65)
— 
— 
(65)
Other comprehensive income (loss)
— 
— 
— 
(1)
— 
(1)
Common stock dividends/distributions
— 
— 
— 
— 
(2,588)
(2,588)
Net income (loss)
— 
— 
— 
— 
1,675 
1,675 
Balance, December 31, 2022
433 
4 
18,116 
(5)
(10,666)
7,449 
Stock-based compensation related activity, net of forfeitures
1 
— 
184 
— 
— 
184 
Purchases and retirement of common stock
— 
— 
(30)
— 
— 
(30)
Other comprehensive income (loss)
— 
— 
— 
1 
— 
1 
Common stock dividends/distributions
— 
— 
— 
— 
(2,725)
(2,725)
Net income (loss)
— 
— 
— 
— 
1,502 
1,502 
Balance, December 31, 2023
434 
4 
18,270 
(4)
(11,889)
6,381 
Stock-based compensation related activity, net of forfeitures
1 
— 
156 
— 
— 
156 
Purchases and retirement of common stock
— 
— 
(33)
— 
— 
(33)
Other comprehensive income (loss)
— 
— 
— 
(1)
— 
(1)
Common stock dividends/distributions
— 
— 
— 
— 
(2,733)
(2,733)
Net income (loss)
— 
— 
— 
— 
(3,903)
(3,903)
Balance, December 31, 2024
435 
$
4 
$
18,393 
$
(5)
$
(18,525)
$
(133)
(a)
See the consolidated statement of operations and comprehensive income (loss) for the components of "total other comprehensive income (loss)."
See accompanying notes to consolidated financial statements.
(a)
(a)
(a)
63

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in millions, except per share amounts)
1.     Basis of Presentation
The consolidated financial statements include the accounts of Crown Castle Inc. and its predecessor, as applicable (together, "CCI"), and their
subsidiaries, collectively referred to herein as the "Company." All significant intercompany balances and transactions have been eliminated in consolidation. 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 14.
On March 13, 2025, the Company signed a definitive agreement (“Strategic Fiber Agreement”) to sell its Fiber segment, together with certain supporting
assets and personnel ("Fiber Business"), with Zayo Group Holdings Inc. ("Zayo") acquiring the fiber solutions business and EQT Active Core Infrastructure
fund ("EQT") acquiring the small cell business ("Strategic Fiber Transaction"). The Fiber Business did not meet the criteria for assets held for sale as of
December 31, 2024, and therefore remains presented as a component of continuing operations. As a result, this document, unless otherwise noted, does not
contemplate the planned sale of the Fiber Business. In subsequent periods, the Fiber Business will be presented as a discontinued operation, and its net assets
will be classified as held for sale and comparable prior periods will be recast to reflect this change. See note 17.
Approximately 54% 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. See notes 4 and 13.
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. For the periods presented, such services predominately consisted 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 and subsequent augmentations (collectively, "installation services").
See note 16 to the Company's consolidated financial statements for a discussion of (1) the Company's July 2023 restructuring plan ("2023 Restructuring
Plan"), which included discontinuing installation services as a Towers product offering and (2) the Company's June 2024 restructuring plan ("2024
Restructuring Plan," and together with the 2023 Restructuring Plan, "Restructuring Plans").
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 9.
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
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and highly liquid investments with original maturities of three months or less.
64

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents represents (1) the cash held in reserve by the indenture trustees pursuant to the indenture governing certain of the
Company's debt instruments, (2) cash securing performance obligations such as letters of credit and (3) any other cash whose use is limited by contractual
provisions. The restriction of rental cash receipts is a critical feature of certain of the Company's debt instruments due to the applicable indenture trustee's
ability to utilize the restricted cash for the payment of (1) debt service costs, (2) ground rents, (3) real estate or personal property taxes, (4) insurance premiums
related to towers, (5) other assessments by governmental authorities and potential environmental remediation costs or (6) a portion of advance rents from
tenants. The restricted cash in excess of required reserve balances is subsequently released to the Company in accordance with the terms of the indentures. See
note 15 for a reconciliation of cash and cash equivalents and restricted cash and cash equivalents.
Receivables Allowance
An allowance for credit losses is recorded as an offset to accounts receivable. The Company uses judgment in estimating this allowance and considers
historical collections, current credit status, or contractual provisions. Additions to the allowance for credit losses are charged either to "Site rental costs of
operations" or to "Services and other costs of operations," as appropriate, and deductions from the allowance are recorded when specific accounts receivable
are written off as uncollectible.
Lease Accounting
General. The Company evaluates whether a contract meets the definition of a lease whenever a contract grants a party the right to control the use of an
identified asset for a period of time in exchange for consideration. To the extent the identified asset is able to be shared among multiple parties, the Company
has determined that one party does not have control of the identified asset and the contract is not considered a lease. The Company accounts for contracts that
do not meet the definition of a lease under other relevant accounting guidance (such as ASC 606 for revenue from contracts with customers).
Lessee. For its Tower segment, the Company's lessee arrangements primarily consist of ground leases for land under towers. Ground leases for land are
specific to each site, generally contain an initial term between five to 15 years and are renewable (and cancellable after a notice period) at the Company's
option. The Company also enters into term ground leases, such as term easements, in which it prepays the entire term. For its Fiber segment, the Company's
lessee arrangements primarily include leases of fiber assets to support the Company's small cells and fiber solutions.
The majority of the Company's lease agreements have certain termination rights that provide for cancellation after a notice period and multiple renewal
options exercisable at the Company's option. The Company includes renewal option periods in its calculation of the estimated lease term when it determines the
options are reasonably certain to be exercised. When such renewal options are deemed to be reasonably certain, the estimated lease term determined under ASC
842 will be greater than the non-cancelable term of the contractual arrangement. Although certain renewal periods are included in the estimated lease term, the
Company would have the ability to terminate or elect to not renew a particular lease if business conditions warrant such a decision.
The Company classifies its lessee arrangements at inception as either operating leases or finance leases. A lease is classified as a finance lease if at least
one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase
the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset,
(4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset, or (5) the underlying asset is
of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. A lease is classified as an operating lease if
none of the five criteria described above for finance lease classification is met.
Right-of-use ("ROU") assets associated with operating leases are included in "Operating lease right-of-use assets" on the Company's consolidated balance
sheet. Current and long-term portions of lease liabilities related to operating leases are included in "Current portion of operating lease liabilities" and
"Operating lease liabilities" on the Company's consolidated balance sheet, respectively. ROU assets represent the Company's right to use an underlying asset for
the estimated lease term and lease liabilities represent the Company's present value of its future lease payments. In assessing its leases and determining its lease
liability at lease commencement or upon modification, the Company is not able to readily determine the rate implicit for its lessee arrangements, and thus uses
its incremental borrowing rate on a collateralized basis to determine the present value of the lease payments. The Company's ROU assets are measured as the
balance of the lease liability plus any prepaid or accrued lease payments and any unamortized initial direct costs. For both the Towers and Fiber segments,
operating lease expenses are recognized on a ratable basis, regardless of whether the payment terms require the Company to make payments annually, semi-
65

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
annually, quarterly, monthly, or for the entire term in advance. Certain of the Company's ground lease and fiber lease agreements contain fixed escalation
clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the change in consumer price index
("CPI")). If the payment terms include fixed escalators, upfront payments, or rent-free periods, the effect of such increases is recognized on a straight-line basis.
The Company calculates the straight-line expense over the contract's estimated lease term, including any renewal option periods that the Company deems
reasonably certain to be exercised.
Lease agreements may also contain provisions for a contingent payment based on (1) the revenues derived from the communications infrastructure
located on the leased asset, (2) the change in CPI or (3) the usage of the leased asset. The Company's contingent payments are considered variable lease
payments and are (1) not included in the initial measurement of the ROU asset or lease liability due to the uncertainty of the payment amount and (2) recorded
as expense in the period such contingencies are resolved.
ROU assets associated with finance leases are included in "Property and equipment, net" on the Company's consolidated balance sheet. Lease liabilities
associated with finance leases are included in "Current maturities of debt and other obligations" and "Debt and other long-term obligations" on the Company's
consolidated balance sheet. For both its Towers and Fiber segments, the Company measures the lease liability for finance leases using the effective interest
method. The initial lease liability is increased to reflect interest on the liability and decreased to reflect payments made during the period. Interest on the lease
liability is determined each period during the lease term as the amount that results in a constant periodic discount rate on the remaining balance of the liability.
The Company depreciates ROU assets for finance leases on a ratable basis over the applicable lease term.
The Company reviews the carrying value of its ROU assets for impairment, similar to its other long-lived assets, whenever events or changes in
circumstances indicate that the carrying amounts may not be recoverable. The Company could record impairments in the future if there are changes in (1) long-
term market conditions, (2) expected future operating results or (3) the utility of the assets that negatively impact the fair value of its ROU assets.
Lessor. The Company's lessor arrangements primarily include tenant contracts for dedicated space (including dedicated fiber) on its shared
communications infrastructure. The Company classifies its leases at inception as operating, direct financing or sales-type leases. A lease is classified as a sales-
type lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an
option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of
the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying assets or (5)
the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. Furthermore, when
none of the above criteria is met, a lease is classified as a direct financing lease if both of the following criteria are met: (1) the present value of the of the sum
of the lease payments and any residual value guaranteed by the lessee, that is not already reflected in the lease payments, equals or exceeds the fair value of the
underlying asset and (2) it is probable that the lessor will collect the lease payments plus any amount necessary to satisfy a residual value guarantee. A lease is
classified as an operating lease if it does not qualify as a sales-type or direct financing lease. Currently, the Company classifies all of its lessor arrangements as
operating leases.
Site rental revenues from the Company’s lessor arrangements are recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the
relevant tenant contract, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of a tenant contract. Certain
of the Company's tenant contracts contain fixed escalation clauses (such as fixed-dollar or fixed-percentage increases) or inflation-based escalation clauses
(such as those tied to the change in CPI). If the payment terms call for fixed escalators, upfront payments, or rent-free periods, the rental revenue is recognized
on a straight-line basis over the fixed, non-cancelable term of the agreement. When calculating straight-line site rental revenues, the Company considers all
fixed elements of tenant contractual escalation provisions.
Certain of the Company's arrangements with tenants in its Fiber segment contain both lease and non-lease components. In such circumstances, the
Company has determined (1) the timing and pattern of transfer for the lease and non-lease component are the same and (2) the stand-alone lease component
would be classified as an operating lease. As such, the Company has aggregated certain non-lease components with lease components and has determined that
the lease components (generally dedicated fiber) represent the predominant component of the arrangement.
Property and Equipment
Property and equipment is stated at cost, net of accumulated depreciation. Property and equipment includes land owned through fee interests and
perpetual easements, which have no definite life. Depreciation is computed utilizing the straight-line
66

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
method at rates based upon the estimated useful lives of the various classes of assets. Depreciation for the majority of communications infrastructure is
computed with a useful life equal to the shorter of 20 years or the term of the underlying ground lease (where applicable and including optional renewal
periods). Additions and permanent improvements to the Company's communications infrastructure are capitalized, while maintenance and repairs are expensed.
Labor and interest costs incurred directly related to the construction of certain property and equipment are capitalized during the construction phase of
projects. For the years ended December 31, 2024, 2023 and 2022, the Company recorded $298 million, $299 million and $265 million in capitalized labor
costs, respectively. The carrying value of property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount of the assets may not be recoverable.
Abandonments and write-offs of property and equipment are recorded to "Asset write-down charges" on the Company's consolidated statement of
operations and comprehensive income (loss) and were $146 million, $40 million and $39 million for the years ended December 31, 2024, 2023 and 2022,
respectively. The increase in asset write-down charges from 2023 to 2024 is primarily driven by the cancellation of approximately 7,000 greenfield small cell
nodes in the Company's contracted backlog that it mutually agreed to cancel following discussions with certain of its tenants. The Company wrote off property
and equipment deemed to have no alternative future use, and as a result, recognized approximately $106  million as "Asset write-down charges" on its
consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2024.
Asset Retirement Obligations
Pursuant to its ground lease, leased facility and certain pole attachment agreements, the Company records obligations to perform asset retirement
activities, including requirements to remove communications infrastructure or remediate the space on which certain of its communications infrastructure is
located. The Company does not record an obligation for asset retirement activities related to its fiber, as a settlement date is indeterminable and therefore a
reasonable estimation of fair value cannot be made. Asset retirement obligations are included in "Other long-term liabilities" on the Company's consolidated
balance sheet. The liability accretes as a result of the passage of time and the related accretion expense is included in "Depreciation, amortization and accretion"
on the Company's consolidated statement of operations and comprehensive income (loss). The associated asset retirement costs are capitalized as an additional
carrying amount of the related long-lived asset and depreciated over the useful life of such asset.
Goodwill
Goodwill represents the excess of the purchase price for an acquired business over the allocated value of the related net assets. Management tests
goodwill for impairment at least annually or whenever events or circumstances indicate the carrying amount may not be recoverable. The annual test begins
with goodwill and all intangible assets being allocated to applicable reporting units. The Company's reporting units are the same as its operating segments
(Towers and Fiber). The Company then performs a qualitative assessment to determine whether it is "more likely than not" that the fair value of the reporting
unit is less than its carrying amount. If the Company concludes it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount,
it is necessary to perform a quantitative goodwill impairment test. The quantitative goodwill impairment test compares the estimated fair value of the reporting
unit and the carrying value of the reporting unit. If the carrying amount of a reporting unit is greater than its fair value, an impairment loss shall be recognized
in an amount equal to such excess, limited to the total amount of goodwill allocated to the reporting unit. The Company performed its most recent annual
goodwill impairment test during the fourth quarter of 2024, which resulted in an impairment of $5.0 billion for the year ended December 31, 2024 to its Fiber
reporting unit. With respect to the Towers reporting unit, there was no indication of impairment following the quantitative assessment, as the estimated fair
value was well in excess of the corresponding carrying value. See note 5 to the Company's consolidated financial statements.
Intangible Assets
Intangible assets are included in "Site rental contracts and tenant relationships, net" and "Other intangible assets, net" on the Company's consolidated
balance sheet and predominately consist of the estimated fair value of site rental contracts and tenant relationships or other contractual rights, such as
trademarks, that are recorded in conjunction with acquisitions. Site rental contracts and tenant relationships intangible assets are comprised of (1) the current
term of the existing leases, (2) the high rate of tenant retention, and (3) any associated relationships that are expected to generate value following the expiration
of all renewal periods under existing leases.
67

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
The useful lives of intangible assets are estimated based on the period over which the intangible asset is expected to benefit the Company and gives
consideration to the expected useful life of other assets to which the useful life may relate. Amortization expense for intangible assets is computed using the
straight-line method over the estimated useful life of each of the intangible assets. The useful lives of site rental contracts and tenant relationships intangible
assets are limited by the maximum depreciable life of the communications infrastructure (20 years), as a result of the interdependency of the communications
infrastructure and the site rental contracts and tenant relationships. In contrast, the site rental contracts and tenant relationships are estimated to provide
economic benefits for several decades because of the low rate of tenant cancellations and high rate of tenant retention experienced to date. Thus, while site
rental contracts and tenant relationships intangible assets are valued based upon the fair value of the site rental contracts and tenant relationships, which
includes assumptions regarding both (1) tenants' exercise of optional renewals contained in the acquired leases and (2) renewals of the acquired leases past the
contractual term including exercisable options, site rental contracts and tenant relationships intangible assets are amortized over a period not to exceed 20 years.
The carrying value of other intangible assets with finite useful lives will be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of the assets may not be recoverable. The Company has a dual grouping policy for purposes of determining the unit of
account for testing impairment of site rental contracts and tenant relationships intangible assets. First, the Company pools site rental contracts and tenant
relationships intangible assets with the related communications infrastructure assets into portfolio groups for purposes of determining the unit of account for
impairment testing. Second and separately, the Company pools the site rental contracts and tenant relationships by significant tenant or by tenant grouping for
individually insignificant tenants, as appropriate. If the sum of the associated estimated future cash flows (undiscounted) from an asset is less than its carrying
amount, an impairment loss may be recognized. Measurement of an impairment loss would be based on the fair value of the asset.
Deferred Credits
Deferred credits are included in "Deferred revenues" and "Other long-term liabilities" on the Company's consolidated balance sheet and consist of the
estimated fair value of below-market tenant leases for contractual interests with tenants on acquired communications infrastructure that are amortized to site
rental revenues.
Fair value for these deferred credits represents the difference between (1) the stated contractual payments to be made pursuant to the in-place lease and (2)
management's estimate of fair market lease rates for each corresponding lease. Deferred credits are measured over a period equal to the estimated remaining
economic lease term considering renewal provisions or economics associated with those renewal provisions, to the extent applicable. Deferred credits are
amortized over their respected estimated lease terms at the time of acquisition, the most recent of which took place in 2017.
Deferred Financing Costs
Third-party costs incurred to obtain financing, with the exception of costs incurred related to revolving lines of credit, are deferred and are included as a
direct deduction from the carrying amount of the related debt liability in "Debt and other long-term obligations" on the Company's consolidated balance sheet
and are amortized using the effective interest yield methodology to "Interest expense and amortization of deferred financing costs, net" on the Company's
consolidated statement of operations and comprehensive income (loss) over the term of the related debt liability. Third party costs incurred to obtain financing
through a revolving line of credit are deferred and are included in "Other assets, net" on the Company's consolidated balance sheet and are amortized using the
effective interest yield methodology to "Interest expense and amortization of deferred financing costs, net" on the Company's consolidated statement of
operations and comprehensive income (loss) over the term of the 2016 Credit Agreement (as defined in note 7).
Revenue Recognition
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. 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 between five to 15 years for wireless tenants and between one 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
68

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
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 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 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 consolidated balance sheet.
Payments Associated with Sprint Cancellations. For the years ended December 31, 2024 and December 31, 2023, site rental revenues include $5 million
and $170 million, respectively, of payments in the Company's Fiber segment to satisfy the remaining rental obligations of certain canceled Sprint leases as a
result of the T-Mobile US, Inc. and Sprint network consolidation. In connection with such canceled Sprint leases, the Company also recognized $59 million of
accelerated prepaid rent amortization in the Company's Fiber segment for the year ended December 31, 2023 that did not recur in the year ended December 31,
2024.
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. For the periods presented, such services predominately consisted of (1)
pre-construction site development services and (2) installation services. See note 16 to the Company's consolidated financial statements for a discussion of the
Company's July 2023 restructuring plan, which included discontinuing installation services as a Towers product offering. Upon contract commencement, the
Company assesses its services to tenants and identifies performance obligations for each promise to provide a distinct service.
The Company may have multiple performance obligations for site development services, which primarily include: structural analysis, zoning, permitting
and construction drawings. For each of these performance obligations, services revenues are recognized at completion of the applicable performance obligation,
which represents the point at which the Company believes it has transferred goods or services to the tenant. The services revenue recognized is based on an
allocation of the transaction price among the performance obligations in a respective tenant contract based on estimated standalone selling price. The volume
and mix of site development services may vary among tenant contracts and may include a combination of some or all of the above performance obligations.
Amounts are billed per contractual milestones, with payments generally due within 45 to 90 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 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
consolidated balance sheet. Generally, the services the Company provides to its tenants have a duration of one year or less.
Additional Information on Revenues. As of January 1, 2024 and  December 31, 2024, $2.1 billion  and  $2.0 billion of unrecognized revenues,
respectively,  were reported in "Deferred revenues" and "Other long-term liabilities" on the Company's consolidated balance sheet. During the year
ended December 31, 2024, approximately $490 million of the January 1, 2024 unrecognized revenues balance was recognized as revenues. As of January 1,
2023, $2.3 billion of unrecognized revenues were reported in "Deferred revenues" and "Other long-term liabilities" on the Company's consolidated balance
sheet. During the year ended  December 31,  2023, approximately  $631 million  of the January 1, 2023 unrecognized revenues balance was recognized as
revenues.
See note 3 for further discussion regarding the Company’s revenues.
69

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
Costs of Operations
Approximately 40% of the Company's site rental costs of operations expenses consist of Towers ground lease expenses, and the remainder includes fiber
access expenses, repairs and maintenance expenses, employee compensation or related benefit costs, property taxes, or utilities. Generally, the ground leases for
land are specific to each site and are for an initial term of between five to 15 years and are renewable for pre-determined periods. The Company also enters into
ground leases, such as term easements, in which it prepays the entire term in advance. Fiber access expenses primarily consist of leases of fiber assets and other
access agreements to facilitate the Company's communications infrastructure.
Ground lease and fiber access expenses are recognized on a ratable basis, regardless of whether the payment terms require the Company to make
payments annually, semi-annually, quarterly, monthly, or for the entire term in advance. Certain of the Company's ground lease and fiber access agreements
contain fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the change in
CPI). If the payment terms include fixed escalators, upfront payments, or rent-free periods, the effect of such increases is recognized on a straight-line basis.
When calculating straight-line ground lease and fiber access expenses, the Company considers all fixed elements of contractual escalation provisions, even if
such escalation provisions contain a variable element in addition to a minimum. The Company's liability related to straight-line expense is included in
"Operating lease right-of-use assets" on the Company's consolidated balance sheet. The Company's assets related to prepaid agreements is included in "Prepaid
expenses" and "Operating lease right-of-use assets" on the Company's consolidated balance sheet.
Services and other costs of operations predominately consist of third-party service providers such as contractors and professional services firms and, to a
lesser extent, internal labor costs, associated with the Company's site development and installation services. See note 16 to the Company's consolidated
financial statements for a discussion of the Company's July 2023 restructuring plan, which included discontinuing installation services as a Towers product
offering. The Company's costs incurred prior to the satisfaction of associated performance obligations of $31 million and $44 million as of December 31, 2024
and 2023, respectively, are included in "Other current assets" on the Company's consolidated balance sheet.
Acquisitions and Integration Costs
Direct or incremental costs related to a potential or completed business combination transaction are expensed as incurred. Such costs are predominately
comprised of severance, retention bonuses payable to employees of an acquired enterprise, temporary employees to assist with the integration of the acquired
operations, fees paid for services (such as consulting, accounting, legal, or engineering reviews), and any other costs directly associated with the transaction.
These business combination costs are included in "Acquisition and integration costs" on the Company's consolidated statement of operations and
comprehensive income (loss). For those transactions accounted for as asset acquisitions, these costs are capitalized as part of the purchase price.
Stock-based Compensation Expense, Net
Restricted Stock Units. The Company records stock-based compensation expense for unvested restricted stock units ("RSUs") for which the requisite
service is expected to be rendered. The cumulative effect of a change in the estimated number of RSUs for which the requisite service is expected to be or has
been rendered is recognized in the period of the change in the estimate. To the extent that the requisite service is rendered, compensation cost for accounting
purposes is not reversed; rather, it is recognized regardless of whether or not the awards vest. A discussion of the Company's valuation techniques and related
assumptions and estimates used to measure the Company's stock-based compensation expense is as follows:
Valuation. The fair value of RSUs without market conditions is determined based on the number of shares relating to such RSUs and the quoted price of
the Company's common stock at the date of grant. The Company estimates the fair value of RSUs with market conditions granted using a Monte Carlo
simulation. The Company's determination of the fair value of RSUs with market conditions on the date of grant is affected by its common stock price as well as
assumptions regarding a number of highly complex or subjective variables. The determination of fair value using a Monte Carlo simulation requires the input
of subjective assumptions, and other reasonable assumptions could provide differing results.
Amortization Method. The Company amortizes the fair value of all RSUs on a straight-line basis for each separately vesting tranche of the award (graded
vesting schedule) over the requisite service periods.
Expected Volatility. The Company estimates the volatility of its common stock at the date of grant based on the historical volatility of its common stock.
Expected Dividend Rate. The expected dividend rate at the date of grant is based on the then-current dividend yield.
70

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
Risk-Free Rate. The Company bases the risk-free rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term
equal to the expected life of the award.
Forfeitures. The Company uses historical award forfeiture data and management's judgment about the future employee turnover rates to estimate the
number of shares for which the requisite service period will not be rendered.
Interest Expense and Amortization of Deferred Financing Costs, Net
The components of interest expense and amortization of deferred financing costs, net are as follows:
 
Years Ended December 31,
 
2024
2023
2022
Interest expense on debt obligations
$
920 
$
836 
$
685 
Amortization of deferred financing costs and adjustments on long-term debt
32 
29 
26 
Capitalized interest
(20)
(15)
(12)
Total
$
932 
$
850 
$
699 
The Company amortizes deferred financing costs, discounts and premiums over the estimated term of the related borrowing using the effective interest
yield method. Deferred financing costs and discounts are generally presented as a direct reduction to the related debt obligation on the Company's consolidated
balance sheet. 
Assets Held for Sale and Discontinued Operations
We classify an asset as held for sale when the following criteria are met: (1) management with proper authority has approved and committed to a plan to
sell, (2) the asset is available for immediate sale, (3) an active program to locate a buyer has commenced at a price that is reasonable in relation to its current
fair value, (4) the sale of the asset is probable (5) transfer of the asset is expected to occur within one year, except in certain circumstances such as extended
regulatory approval, and (6) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Assets classified as held for sale
are recorded at the lower of carrying value or fair value, less costs to sell and are no longer depreciated.
Further, we classify the balances and results related to a disposal in discontinued operations if all of the following criteria are met: (1) the operations and
cash flows of the disposal group can be clearly distinguished from the rest of the company, (2) the disposal group meets the criteria to be classified as held for
sale and (3) the disposal represents a strategic shift that has or will have a major effect on our operations and financial results. For businesses classified as
discontinued operations, the associated balances included in the consolidated balance sheet and consolidated statement of operations and comprehensive
income (loss) are reclassified from their historical presentation to assets and liabilities of discontinued operations on the consolidated balance sheet and to
discontinued operations on the consolidated statement of operations and comprehensive income (loss), respectively, for all periods presented. The gains or
losses associated with the discontinued operation are also recorded in discontinued operations on the consolidated statement of operations and comprehensive
income (loss).
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 ("Code"), to maintain qualification for taxation as a REIT.
Additionally, the Company has included in TRSs certain other assets and operations. Those 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 certain acquisitions by the REIT, the Company will be subject to a federal
corporate level tax rate (currently 21%) on any gain recognized from the sale of assets occurring within a specified period (generally 5 years) after the transfer
date up to the amount of the built in gain that existed on the transfer date, which is based upon the fair market value of those assets in excess of the Company's
tax basis on the transfer date. This gain can be offset by any remaining federal net operating loss carryforwards ("NOLs").
71

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
For the Company's TRSs, the Company accounts for income taxes using an asset and liability approach, which requires the recognition of deferred
income tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax
returns. Deferred income tax assets and liabilities are determined based on the temporary differences between the financial statement and tax bases of assets and
liabilities using enacted tax rates. A valuation allowance is provided on deferred tax assets if it is determined that it is "more likely than not" that the asset will
not be realized. The Company records a valuation allowance against deferred tax assets when it is "more likely than not" that some portion or all of the deferred
tax asset will not be realized. The Company reviews the recoverability of deferred tax assets each quarter and based upon projections of future taxable income,
reversing deferred tax liabilities or other known events that are expected to affect future taxable income, records a valuation allowance for assets that do not
meet the "more likely than not" realization threshold. Valuation allowances may be reversed if related deferred tax assets are deemed realizable based upon
changes in facts and circumstances that impact the recoverability of the asset.
The Company recognizes a tax position if it is "more likely than not" that it will be sustained upon examination. The tax position is measured at the
largest amount that is greater than 50 percent likely of being realized upon ultimate settlement. The Company reports penalties and tax-related interest expense
as a component of the benefit (provision) for income taxes. As of December 31, 2024 and 2023, the Company has not recorded any material penalties related to
its income tax positions. See note 9.
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 years ended December 31, 2024, 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 RSUs as determined under the treasury stock method.
A reconciliation of the numerators and denominators of the basic and diluted per share computations is shown in the table below.
 
Years Ended December 31,
 
2024
2023
2022
Net income (loss)
$
(3,903)
$
1,502 
$
1,675 
Weighted-average number of common shares outstanding (in millions):
Basic weighted-average number of common stock outstanding
434 
434 
433 
Effect of assumed dilution from potential issuance of common shares relating to RSUs
— 
— 
1 
Diluted weighted-average number of common shares outstanding
434 
434 
434 
Net income (loss), per common share:
Basic
$
(8.98)
$
3.46 
$
3.87 
Diluted
$
(8.98)
$
3.46 
$
3.86 
Dividends/distributions declared per share of common stock
$
6.26 
$
6.26 
$
5.98 
Fair Values
The Company's assets and liabilities recorded at fair value are categorized based upon a fair value hierarchy that ranks the quality and reliability of the
information used to determine fair value. The three levels of the fair value hierarchy are (1) Level 1 — quoted prices (unadjusted) in active and accessible
markets, (2) Level 2 — observable prices that are based on inputs not quoted in active markets but corroborated by market data, and (3) Level 3 —
unobservable inputs and are not corroborated by market data. The Company evaluates fair value hierarchy level classifications quarterly, and transfers between
levels are effective at the end of the quarterly period.
72

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
The fair values of cash and cash equivalents and restricted cash and cash equivalents 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. There were no changes since December  31, 2023 in the Company's valuation techniques used to measure fair values. See note 8 for a further
discussion of fair values. 
Recently Adopted Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board ("FASB") issued new guidance, which became effective starting with the Company's 2024
Form 10-K, that is designed to improve reportable segment disclosure requirements, primarily through enhanced disclosure of significant segment expenses.
The Company adopted the guidance as of the effective date (i.e. for fiscal years beginning after December 15, 2023). The new guidance also expands interim
segment disclosure requirements and requires disclosure of the position and title of the Company's chief operating decision-maker. The Company adopted the
new segment guidance using a retrospective approach for each prior reporting period presented. The adoption of the new guidance did not have a material
impact on the Company's consolidated financial statement but resulted in expanded disclosure, primarily within its segment reporting footnote. See note 14 to
the Company's consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued new guidance that enhances the transparency and decision usefulness of income tax disclosures, primarily through
changes to the rate reconciliation and income taxes paid disclosures. The guidance will be effective for the Company's fiscal year ending December 31, 2025,
and can be applied prospectively or retrospectively, with early adoption permitted. The Company is currently evaluating the effect of the guidance, including
the impact on its financial statement disclosures.
In November 2024, the FASB issued new guidance which requires disclosure of disaggregated information about certain income statement expense line
items in the notes to the financial statements for both annual and interim periods. The guidance will be effective for the Company's fiscal year ending
December 31, 2027, and can be applied prospectively or retrospectively, with early adoption permitted. The Company is currently evaluating the effect of the
guidance, including the impact on its financial statement disclosures.
3.
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 December 31,
2024. As of December 31, 2024, the weighted-average remaining term of tenant contracts was approximately six years, exclusive of renewals exercisable at the
tenant's option.
Years Ending December 31,
2025
2026
2027
2028
2029
Thereafter
Total
Contracted amounts
$
5,056 
$
4,882 
$
4,733 
$
4,474 
$
3,661 
$
13,126 
$
35,932 
(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 notes 2 and 13 for further discussion regarding the Company's lessor arrangements and note 14 for further information regarding the Company's
operating segments.
(a)
73

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
4.
Property and Equipment
The major classes of property and equipment are summarized in the table below.
 
Estimated Useful Lives
As of December 31,
 
2024
2023
Land
—
$
2,537 
$
2,442
Buildings
40 years
213 
209
Communications infrastructure assets
1-20 years
26,519 
25,479
Information technology assets and other
2-7 years
725 
681
Construction in process
—
1,045 
1,134
Total gross property and equipment
31,039 
29,945
Less: accumulated depreciation
(15,544)
(14,279
Total property and equipment, net
$
15,495 
$
15,666
(a)
Includes land owned through fee interests and perpetual easements.
For each of the years ended December 31, 2024 and December 31, 2023, depreciation expense was $1.3 billion, while depreciation expense for the year
ended December 31, 2022 was $1.2 billion.
22% of the Company's towers are leased or subleased or operated and managed under a master lease or other related agreements with AT&T for a
weighted-average initial term of approximately 28 years, weighted based on towers site rental gross margin. The Company has the option to purchase the leased
and subleased towers from AT&T at the end of the respective lease or sublease terms for aggregate option payments of approximately $4.2 billion, which
payments, if such option is exercised, would be due between 2032 and 2048.
32% of the Company's towers are leased or subleased or operated and managed under master leases, subleases, or other agreements with T-Mobile
(including those which T-Mobile assumed in its merger with Sprint). Approximately half of such towers have an initial term of 32 years (through May 2037),
and the Company has the option to purchase in 2037 all (but not less than all) of such leased and subleased towers from T-Mobile for approximately $2.3
billion. The remainder of such towers have a weighted-average initial term of approximately 28 years, weighted based on towers site rental gross margin, and
the Company has the option to purchase such towers from T-Mobile at the end of the respective terms for aggregate option payments of approximately $2.0
billion, which payments, if such option is exercised, would be due between 2035 and 2049. In addition, another 1% of the Company's towers under master
leases, subleases, or other agreements with T-Mobile are subject to a lease and sublease or other related arrangements with AT&T. The Company has the option
to purchase these towers from AT&T at the end of their respective lease terms for aggregate option payments of up to approximately $385 million as of
December 31, 2024, which payments, if such option is exercised, would be due prior to 2032 (less than $12 million would be due before 2029).
See note 13 for further discussion of finance leases recorded as "Property and equipment, net" on the Company's consolidated balance sheet.
(a)
74

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
5.
Goodwill and Intangible Assets
Goodwill
For the year ended December 31, 2024, the Company recorded an impairment charge of approximately $5.0 billion related to the goodwill associated with
its Fiber segment, which represents a reporting unit for purposes of evaluating goodwill, which resulted in no goodwill remaining for the Fiber reporting unit.
Management performed its annual goodwill impairment test in the fourth quarter of 2024. The means of estimating the fair value of the Company’s
reporting units is using discounted cash flow ("DCF") models developed by management. Key assumptions and estimates used in the DCF models included
projected future revenues, operating cash flows, capital expenditures (net of certain payments received from customers), an exit multiple and a discount rate.
With respect to the Towers reporting unit, there was no indication of impairment following the quantitative assessment, as the estimated fair value was well in
excess of the corresponding carrying amount.
The quantitative impairment test indicated that the carrying amount of the Company's Fiber reporting unit exceeded its estimated fair value. The
impairment was due to a number of factors, one of which was a reduction in management’s assumptions for long-term revenue growth as actual demand,
particularly related to small cells, has continued to be lower than previous expectations. In the face of this reduced demand, and consistent with the recently
concluded operating review of the Fiber business, management implemented operational and strategic changes targeted at reducing future capital investment in
the Fiber business by focusing primarily on colocation opportunities which require less capital expenditures than new-build opportunities. Although this more
targeted strategy is focused on higher-return projects, the lower capital investment is expected to result in lower overall revenues and operating cash flows in
the Fiber business. Following implementation of these changes, and consistent with the ongoing developments surrounding the Company's strategic review of
its Fiber business, during the fourth quarter of 2024, management incorporated the anticipated impact of these changes in expectations into its long-term
forecasts, which decreased the estimated fair value of the Fiber reporting unit. Additionally, management’s expectations regarding the terminal value of the
projections decreased due to several factors, including lower operating cash flows forecasted by management in the terminal year as well as lower exit
multiples derived from industry research firms' outlook reports, which management uses in its DCF models. Finally, changes in the macroeconomic
environment, including elevated interest rates, resulted in an increase in the discount rate used in the valuation model, which had a negative impact on
estimated fair value.
The impairment charges for the Fiber reporting unit are recorded in "Goodwill impairment charges" on the Company's consolidated statement of
operations and comprehensive income (loss).
The change in the carrying value of goodwill for the years ended December 31, 2024 and 2023 is as follows:
Towers
Fiber
Total
Balance as of December 31, 2023
$
5,127 
$
4,958 
$
10,085 
Impairment
— 
(4,958)
(4,958)
Balance as of December 31, 2024
$
5,127 
$
— 
$
5,127 
Intangible Assets
The following is a summary of the Company's intangible assets.
As of December 31, 2024
As of December 31, 2023
Gross Carrying
Value
Accumulated
Amortization
Net Book Value
Gross Carrying
Value
Accumulated
Amortization
Net Book Value
Site rental contracts and tenant relationships
$
7,879 
$
(5,152)
$
2,727 
$
7,880 
$
(4,758)
$
3,122 
Other intangible assets
113 
(59)
54 
113 
(56)
57 
Total
$
7,992 
$
(5,211)
$
2,781 
$
7,993 
$
(4,814)
$
3,179 
75

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
Amortization expense related to intangible assets is classified as "Depreciation, amortization and accretion" on the Company's consolidated statement of
operations and comprehensive income (loss) and was $397 million, $447 million, and $446 million for the years ended December 31, 2024, 2023 and 2022,
respectively.
The estimated annual amortization expense related to intangible assets for the years ending December 31, 2025 to 2029 is as follows:
 
Years Ending December 31,
2025
2026
2027
2028
2029
Estimated annual amortization
$
375 
$
371 
$
288 
$
284 
$
284 
6.
Other Liabilities
Other long-term liabilities
The following is a summary of the components of "Other long-term liabilities" as presented on the Company's consolidated balance sheet. See also note 2.
 
As of December 31,
 
2024
2023
Deferred rental revenues
$
1,356 
$
1,310 
Deferred credits, net
174 
216 
Asset retirement obligation
395 
355 
Deferred income tax liabilities
31 
26 
Other long-term liabilities
29 
7 
Total
$
1,985 
$
1,914 
Pursuant to its ground lease, leased facility, and certain pole attachment agreements, the Company has the obligation to perform certain asset retirement
activities, including requirements upon contract termination to remove communications infrastructure or remediate the space on which its communications
infrastructure is located. The changes in the carrying amount of the Company's asset retirement obligations were as follows:
 
Years Ending December 31,
 
2024
2023
Balance, January 1
$
355 
$
327 
Additions
14 
6 
Accretion expense
27 
24 
Settlements
(1)
(2)
Balance, December 31
$
395 
$
355 
As of December 31, 2024, the estimated undiscounted future cash outlay for asset retirement obligations was approximately $1.2 billion. See note 2.
For the years ended December 31, 2024, 2023 and 2022, the Company recognized $42 million, $45 million and $49 million, respectively, in "Site rental
revenues" related to the amortization of below-market tenant leases. The estimated annual amounts related to below-market tenant leases expected to be
amortized into site rental revenues for the years ending December 31, 2025 to 2029 are as follows:
Years Ending December 31,
2025
2026
2027
2028
2029
Below-market tenant leases
$
34 
$
25 
$
20 
$
18 
$
16 
76

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
Other accrued liabilities
Other accrued liabilities included accrued payroll and other accrued compensation of $148 million and $140 million as of December 31, 2024 and 2023,
respectively.
7.
Debt and Other Obligations
The table below sets forth the Company's debt and other obligations as of December 31, 2024.
 
Original Issue Date
Contractual
Maturity Date
 
Outstanding Balance as of December 31,
Stated Interest Rate
as of
December 31,
2024
 
2023
2024
Secured Notes, Series 2009-1, Class A-2
July 2009
Aug. 2029
32 
40 
9.0 %
Tower Revenue Notes, Series 2015-2
May 2015
May 2045
700 
698 
3.7 %
Tower Revenue Notes, Series 2018-2
July 2018
July 2048
747 
746 
4.2 %
Installment purchase liabilities and finance leases
Various
Various
299 
270 
Various
Total secured debt
1,778 
1,754 
2016 Revolver
Jan. 2016
July 2027
— 
670 
N/A
2016 Term Loan A
Jan. 2016
July 2027
1,117 
1,162 
5.6 %
Commercial Paper Notes
Various
Various
1,341 
— 
5.0 %
3.200% Senior Notes
Aug. 2017
Sept. 2024
— 
749 
N/A
1.350% Senior Notes
June 2020
July 2025
499 
498 
1.4 %
4.450% Senior Notes
Feb. 2016
Feb. 2026
899 
898 
4.5 %
3.700% Senior Notes
May 2016
June 2026
749 
748 
3.7 %
1.050% Senior Notes
Feb. 2021
July 2026
997 
994 
1.1 %
4.000% Senior Notes
Feb. 2017
Mar. 2027
498 
498 
4.0 %
2.900% Senior Notes
Mar. 2022
Mar. 2027
746 
744 
2.9 %
3.650% Senior Notes
Aug. 2017
Sept. 2027
997 
997 
3.7 %
5.000% Senior Notes
Jan. 2023
Jan. 2028
993 
991 
5.0 %
3.800% Senior Notes
Jan. 2018
Feb. 2028
996 
995 
3.8 %
4.800% Senior Notes
Apr. 2023
Sept. 2028
595 
594 
4.8 %
4.300% Senior Notes
Feb. 2019
Feb. 2029
596 
595 
4.3 %
5.600% Senior Notes
Dec. 2023
June 2029
742 
740 
5.6 %
4.900% Senior Notes
Aug. 2024
Sept. 2029
544 
— 
4.9 %
3.100% Senior Notes
Aug. 2019
Nov. 2029
547 
546 
3.1 %
3.300% Senior Notes
Apr. 2020
July 2030
742 
741 
3.3 %
2.250% Senior Notes
June 2020
Jan. 2031
1,093 
1,091 
2.3 %
2.100% Senior Notes
Feb. 2021
Apr. 2031
991 
990 
2.1 %
2.500% Senior Notes
June 2021
July 2031
744 
743 
2.5 %
5.100% Senior Notes
Apr. 2023
May 2033
743 
743 
5.1 %
5.800% Senior Notes
Dec. 2023
Mar. 2034
742 
740 
5.8 %
5.200% Senior Notes
Aug. 2024
Sept. 2034
689 
— 
5.2 %
2.900% Senior Notes
Feb. 2021
Apr. 2041
1,235 
1,234 
2.9 %
4.750% Senior Notes
May 2017
May 2047
345 
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
891 
890 
3.3 %
Total unsecured debt
22,303 
21,167 
Total debt and other obligations
24,081 
22,921 
Less: current maturities of debt and other obligations
610 
835 
Non-current portion of debt and other long-term obligations
$
23,471 
$
22,086 
(a)
Represents the weighted-average stated interest rate, as applicable.
(b)
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 December 31, 2024, the Tower Revenue Notes, Series 2015-2 and
2018-2 have principal amounts of $700 million and $750 million, with anticipated repayment dates in 2025 and 2028, respectively.
(c)
The Company's installment purchases primarily relate to land and bear interest rates up to 8% and mature in periods ranging from less than one year to approximately 20 years.
(a)
(b)
(b)
(c)
(c)
(d)
(d)
(c)
(e)
(f)
(f)
(g)
(g)
(h)
(i)
(i)
(i)
(i)
77

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
(d)
For the years ended December 31, 2024 and December 31, 2023, reflects $35 million and $18 million, respectively, in finance lease obligations (primarily related to vehicles).
(e)
As of December 31, 2024, the undrawn availability under the senior unsecured revolving credit facility ("2016 Revolver") was $7.0 billion.
(f)
Both the 2016 Revolver and 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 further discussion below regarding potential
adjustments to such percentages.
(g)
The maturities of the Commercial Paper Notes, as defined below, when outstanding, may vary but may not exceed 397 days from the date of issue. There were no Commercial Paper Notes issued
or outstanding during the period that had original maturities greater than three months.
(h)
In September 2024, the Company repaid in full the 3.200% senior unsecured notes on the contractual maturity date.
(i)
See "Bonds—Senior Notes" below for further discussion of senior unsecured notes issued during 2024.
The credit agreement governing the Company's 2016 Credit Facility ("2016 Credit Agreement") contains financial maintenance covenants. The Company
is currently in compliance with these financial maintenance covenants. In addition, certain of the Company's debt agreements also contain restrictive covenants
that place restrictions on CCI or its subsidiaries and may limit the Company's ability to, among other things, incur additional debt and liens, purchase the
Company's securities, make capital expenditures, dispose of assets, undertake transactions with affiliates, make other investments, pay dividends or distribute
excess cash flow.
Bank Debt
2016 Credit Facility. In January 2016, the Company established the 2016 Credit Facility, which was originally comprised of (1) a $2.5 billion 2016
Revolver maturing in January 2021, (2) a $2.0 billion 2016 Term Loan A maturing in January 2021 and (3) a $1.0 billion senior unsecured 364-day revolving
credit facility ("364-Day Facility") maturing in January 2017.  The Company used the net proceeds from the 2016 Credit Facility (1) to repay the then
outstanding senior credit facility originally established in January 2012 and (2) for general corporate purposes. In February 2016, the Company used a portion
of the net proceeds from the February 2016 issuance of $1.5  billion aggregate principal amount of senior unsecured notes offering to repay in full all
outstanding borrowings under the then outstanding 364-Day Facility.
In February 2017, the Company entered into an amendment to the 2016 Credit Facility to (1) incur additional term loans in an aggregate principal amount
of $500 million and (2) extend the maturity of both the 2016 Term Loan A and the 2016 Revolver to January 2022.
In August 2017, the Company entered into an amendment to the 2016 Credit Facility to (1) increase commitments on the 2016 Revolver to $3.5 billion,
and (2) extend the maturity of the 2016 Credit Facility to August 2022.
In June 2018, the Company entered into an amendment to the 2016 Credit Facility to (1) increase commitments on the 2016 Revolver to $4.25 billion, and
(2) extend the maturity of the 2016 Credit Facility to June 2023.
In June 2019, the Company entered into an amendment to the 2016 Credit Facility to (1) increase commitments on the 2016 Revolver to $5.0 billion, and
(2) extend the maturity of the 2016 Credit Facility to June 2024.
In June 2021, the Company entered into an amendment to the 2016 Credit Agreement that provided for, among other things, (1) the extension of the
maturity date of the 2016 Credit Facility to June 2026, (2) reductions to the interest rate spread ("Spread") and unused commitment fee ("Commitment Fee")
percentage upon meeting specified annual sustainability targets ("Targets") and increases to the Spread and Commitment Fee percentage upon the failure to
meet specified annual sustainability thresholds ("Thresholds") and (3) the inclusion of "hardwired" LIBOR transition provisions consistent with those published
by the Alternative Reference Rate Committee. The Spread and Commitment Fee are subject to an upward adjustment of up to 0.05% and 0.01%, respectively, if
the Company fails to achieve the Thresholds. The Spread and Commitment Fee are subject to a downward adjustment of up to 0.05% and 0.01%, respectively,
if the Company achieves the Targets. In January of the years 2022 through 2025, the Company submitted the required documentation and received confirmation
from its administrative agent that all Targets were met as of the respective prior fiscal year ends, and, as such, the Spread and Commitment Fee percentage
reductions were applied in January 2022 and maintained for 2023, 2024 and 2025.
In July 2022, the Company entered into an amendment to the 2016 Credit Agreement that provided for, among other things, (1) the extension of the
maturity date of the 2016 Credit Facility to July 2027, (2) an increase to the commitments on the 2016 Revolver to $7.0 billion, (3) certain modifications to the
specified sustainability metric and (4) the replacement of the LIBOR pricing benchmark with a Term SOFR pricing benchmark.
78

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
Commercial Paper Program. In April 2019, the Company established a commercial paper program ("CP Program"), pursuant to which the Company may
issue short-term, unsecured commercial paper notes ("Commercial Paper Notes"). Commercial Paper Notes may be issued, repaid and re-issued from time to
time, with an aggregate principal amount of Commercial Paper Notes outstanding under the CP Program at any time originally not to exceed $1.0 billion. 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. There were no Commercial Paper Notes issued or outstanding during the period that
had original maturities greater than three months. 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. 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 issuances generally have short-term maturities, the Company classifies the outstanding issuances as long-term based on its
ability and intent to refinance the outstanding issuances on a long-term basis.
In March 2022, the Company increased the size of the 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. As of December 31, 2024, the Company had net issuances of $1.3 billion under the CP Program.
Securitized Debt
The Tower Revenue Notes and the Secured Notes, Series 2009-1, Class A-2 ("2009 Securitized Notes") (collectively, "Securitized Debt") are obligations
of special purpose entities and their direct and indirect subsidiaries (each an "issuer"), all of which are wholly-owned, indirect subsidiaries of CCI. The Tower
Revenue Notes and 2009 Securitized Notes are governed by separate indentures. The 2015 Tower Revenue Notes and 2018 Tower Revenue Notes (each as
defined below) are governed by one indenture and consist of multiple series of notes, each with its own anticipated repayment date.
In May 2015, the Company issued $1.0 billion aggregate principal amount of Senior Secured Tower Revenue Notes ("2015 Tower Revenue Notes"),
which were issued pursuant to the existing indenture and have similar terms and security as the Company's then outstanding Tower Revenue Notes. The 2015
Tower Revenue Notes originally consisted of (1) $300 million aggregate principal amount of 3.222% senior secured tower revenue notes with an anticipated
repayment date of May 2022 and a final maturity date of May 2042 ("Series 2015-1 Notes") and (2) $700 million aggregate principal amount of 3.663% senior
secured tower revenue notes with an anticipated repayment date of May 2025 and a final maturity date of May 2045 ("Series 2015-2 Notes"). The Company
primarily used the net proceeds of the 2015 Tower Revenue Notes, together with proceeds received from the Company's sale of the formerly 77.6% owned
subsidiary that operated towers in Australia ("CCAL"), to (1) repay $250 million aggregate principal amount of previously outstanding August 2010 Tower
Revenue Notes, (2) repay all of the then outstanding WCP Secured Wireless Site Contracts Revenue Notes, Series 2010-1 ("WCP Securitized Notes"), (3)
repay portions of outstanding borrowings under the 2012 Credit Facility and (4) pay related fees and expenses. In June 2021, the Company used a portion of the
net proceeds from the 2.500% senior unsecured notes offering due July 2031 to repay in whole the Series 2015-1 Notes.
In July 2018, the Company issued $1.0 billion aggregate principal amount of Senior Secured Tower Revenue Notes ("2018 Tower Revenue Notes"),
which were issued pursuant to the existing indenture and have similar terms and security as the Company's then outstanding Tower Revenue Notes. The 2018
Tower Revenue Notes originally consisted of (1) $250 million aggregate principal amount of 3.720% senior secured tower revenue notes with an anticipated
repayment date of July 2023 and a final maturity of July 2043 ("Series 2018-1 Notes") and (2) $750 million aggregate principal amount of 4.241% senior
secured tower revenue notes with an anticipated repayment date of July 2028 and a final maturity of July 2048 ("Series 2018-2 Notes"). The Company used the
net proceeds of the 2018 Tower Revenue Notes, together with cash on hand, to repay all of the previously outstanding Tower Revenue Notes, Series 2010-6 and
to pay related fees and expenses. In addition to the 2018 Tower Revenue Notes described above, in connection with Exchange Act risk retention requirements
("Risk Retention Rules"), an indirect subsidiary of the Company issued and a majority-owned affiliate of the Company purchased approximately $53 million of
the Senior Secured Tower Revenue Notes, Series 2018-1, Class R-2028 to retain an eligible horizontal residual interest (as defined in the Risk Retention Rules)
in an amount equal to at least 5% of the fair value of the 2018 Tower Revenue Notes. In March 2022, the Company prepaid the Series 2018-1 Notes.
The Securitized Debt is paid solely from the cash flows generated by the operation of the towers held directly and indirectly by the issuers of the
respective Securitized Debt. The Securitized Debt is secured by, among other things, (1)  a security interest in substantially all of the applicable issuers'
assignable personal property, (2) a pledge of the equity interests in each applicable issuer and (3) a security interest in the applicable issuers' leases with tenants
to lease tower space (space
79

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
licenses). The governing instruments of two indirect subsidiaries ("Crown Atlantic" and "Crown GT") of the issuers of the Tower Revenue Notes generally
prevent them from issuing debt and granting liens on their assets without the approval of a subsidiary of Verizon Communications. Consequently, while
distributions paid by Crown Atlantic and Crown GT will service the Tower Revenue Notes, the Tower Revenue Notes are not obligations of, nor are the Tower
Revenue Notes secured by the cash flows or any other assets of, Crown Atlantic and Crown GT. As of December  31, 2024, the Securitized Debt was
collateralized with personal property and equipment with an aggregate net book value of approximately $667 million, exclusive of Crown Atlantic and Crown
GT personal property and equipment.
The excess cash flows from the issuers of the Securitized Debt, after the payment of principal, interest, reserves, expenses and management fees, are
distributed to the Company in accordance with the terms of the indentures. If the Debt Service Coverage Ratio ("DSCR") (as defined in the applicable
governing loan agreement) as of the end of any calendar quarter falls to a certain level, then all excess cash flow of the issuers of the applicable debt instrument
will be deposited into a reserve account instead of being released to the Company. The funds in the reserve account will not be released to the Company until
the DSCR exceeds a certain level for two consecutive calendar quarters. If the DSCR falls below a certain level as of the end of any calendar quarter, then all
cash on deposit in the reserve account along with future excess cash flows of the issuers will be applied to prepay the debt with applicable prepayment
consideration.
The Company may repay the Securitized Debt in whole or in part at any time, provided in each case that such prepayment is accompanied by any
applicable prepayment consideration. The Securitized Debt has covenants and restrictions customary for rated securitizations, including provisions prohibiting
the issuers from incurring additional indebtedness or further encumbering their assets. The Company is currently in compliance with these financial
maintenance covenants.
Bonds—Senior Notes
In August 2024, the Company issued $550 million aggregate principal amount of 4.900% senior unsecured notes due 2029 and $700 million aggregate
principal amount of 5.200% senior unsecured notes due 2034 (collectively, "August 2024 Senior Notes"). The Company used the net proceeds from the August
2024 Senior Notes offering to repay a portion of the outstanding indebtedness under the CP Program and pay related fees and expenses.
In December 2023, the Company issued $750 million aggregate principal amount of 5.600% senior unsecured notes due June 2029 and $750 million
aggregate principal amount of 5.800% senior unsecured notes due March 2034 (collectively, "December 2023 Senior Notes"). The Company used the net
proceeds from the December 2023 Senior Notes offering to repay a portion of the outstanding indebtedness under its commercial paper program and pay
related fees and expenses.
In April 2023, the Company issued $600 million aggregate principal amount of 4.800% senior unsecured notes due September 2028 and $750 million
aggregate principal amount of 5.100% senior unsecured notes due May 2033 (collectively, "April 2023 Senior Notes"). The Company used the net proceeds
from the April 2023 Senior Notes offering to repay a portion of the outstanding indebtedness under the 2016 Revolver and pay related fees and expenses.
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.
In March 2022, the Company issued $750 million aggregate principal amount of 2.900% senior unsecured notes due March 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 the CP
Program and pay related fees and expenses.
Each of the outstanding senior notes listed in the table above (collectively, "Senior Notes") are senior unsecured obligations of the Company and rank
equally with all of the Company's existing and future senior unsecured indebtedness, including obligations under the 2016 Credit Facility, and senior to all of
the Company's future subordinated indebtedness. The Senior Notes are structurally subordinated to all existing and future liabilities and obligations of the
Company's subsidiaries. The Company's subsidiaries are not guarantors of the Senior Notes.
The Company may redeem any of the Senior Notes in whole or in part at any time at a price equal to 100% of the principal amount to be redeemed, plus a
make whole premium, if applicable, and accrued and unpaid interest, if any, to the date of redemption.
80

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
Previously Outstanding Indebtedness
Bonds—Senior Notes. In September 2024, the Company repaid in full the previously outstanding 3.200% senior unsecured notes due September 2024.
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 December 31, 2024, which do not consider the principal payments that will commence following the anticipated repayment dates on the Tower Revenue
Notes. If the Tower Revenue Notes are not paid in full on or prior to their respective anticipated repayment dates, as applicable, then the 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 Tower Revenue Notes.
Years Ending December 31,
Thereafter
Total Cash
Obligations
Unamortized
Adjustments, Net
Total Debt and
Other Obligations
Outstanding
2025
2026
2027
2028
2029
Scheduled principal payments
and
final maturities
$
1,951 
$
2,787 
$
3,258 
$
2,635 
$
2,478 
$
11,130 
$
24,239 
$
(158)
$
24,081 
(a)
Predominately consists of outstanding indebtedness under the CP Program and the 1.350% senior unsecured notes due July 2025.
Purchases and Redemptions of Long-Term Debt
The following is a summary of the purchases, payments and redemptions of long-term debt during the years ended December 31, 2024, 2023 and 2022.
Principal Amount
Cash Paid
Gains (losses)
Year Ended December 31, 2024
3.200% Senior Unsecured Notes
750 
750 
— 
Total
$
750 
$
750 
$
— 
Year Ended December 31, 2023
3.150% Senior Unsecured Notes
750 
750 
— 
Total
$
750 
$
750 
$
— 
Year Ended December 31, 2022
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 the respective deferred financing costs.
8.
Fair Value Disclosures
The following table shows the estimated fair values of the Company's financial instruments, along with the carrying amounts of the related assets
(liabilities). See also note 2.
 
Level in Fair Value
Hierarchy
December 31, 2024
December 31, 2023
 
Carrying Amount
Fair Value
Carrying Amount
Fair Value
Assets:
Cash and cash equivalents
1
$
119 
$
119 
$
105 
$
105 
Restricted cash and cash equivalents, current and
non-current
1
176 
176 
176 
176 
Liabilities:
Total debt and other obligations
2
24,081 
22,398 
22,921 
21,201 
(a)
(a)
(b)
81

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
9.
Income Taxes
Income (loss) before income taxes by geographic area is summarized in the table below.
 
Years Ended December 31,
 
2024
2023
2022
Domestic
$
(3,904)
$
1,499 
$
1,661 
Foreign
25 
29 
30 
Total
$
(3,879)
$
1,528 
$
1,691 
(a)
Inclusive of income (loss) before income taxes from Puerto Rico.
The benefit (provision) for income taxes consists of the following: 
 
Years Ended December 31,
 
2024
2023
2022
Current:
Federal
$
(9)
$
(7)
$
(6)
Foreign
(6)
(9)
(9)
State
(5)
(2)
2 
Total current
(20)
(18)
(13)
Deferred:
Federal
1 
— 
— 
Foreign
(5)
(8)
(3)
Total deferred
(4)
(8)
(3)
Total tax benefit (provision)
$
(24)
$
(26)
$
(16)
A reconciliation between the benefit (provision) for income taxes and the amount computed by applying the federal statutory income tax rate to the
income (loss) before income taxes is as follows:
 
Years Ended December 31,
 
2024
2023
2022
Benefit (provision) for income taxes at statutory rate
$
815 
$
(321)
$
(355)
Tax adjustment related to REIT operations
(822)
313 
349 
Valuation allowances
(1)
— 
(1)
State tax (provision) benefit, net of federal
(5)
(2)
2 
Foreign tax
(11)
(16)
(11)
Total
$
(24)
$
(26)
$
(16)
(a)
82

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
The components of the net deferred income tax assets and liabilities are as follows: 
 
December 31,
 
2024
2023
Deferred income tax liabilities:
Property and equipment
$
11 
$
10 
Deferred site rental receivables
7 
9 
Site rental contracts and tenant relationships, net
29 
29 
Total deferred income tax liabilities
47 
48 
Deferred income tax assets:
Other intangible assets, net
29 
29 
Net operating loss carryforwards
1 
5 
Straight-line rent expense liability
5 
5 
Accrued liabilities
5 
5 
Other
6 
5 
Valuation allowances
(3)
(2)
Total deferred income tax assets, net
43 
47 
Net deferred income tax assets (liabilities)
$
(4)
$
(1)
(a)
Balance results from the Company's foreign NOLs. Due to the Company's REIT status, no federal or state NOLs result in the Company recording a deferred income tax asset. See further
discussion surrounding the Company's NOL balances below.
The Company operates as a REIT for U.S. federal income tax purposes.
The components of the net deferred income tax assets (liabilities) are as follows:
 
December 31, 2024
December 31, 2023
Classification
Gross
Valuation
Allowance
Net
Gross
Valuation
Allowance
Net
Federal
$
28 
$
(2)
$
26 
$
26 
$
(1)
$
25 
State
1 
— 
1 
1 
— 
1 
Foreign
(30)
(1)
(31)
(26)
(1)
(27)
Total
$
(1)
$
(3)
$
(4)
$
1 
$
(2)
$
(1)
The Company recorded valuation allowances totaling $3 million and $2 million, as of December 31, 2024 and 2023 respectively, related to certain
deferred tax assets as management believes that it is not "more likely than not" that the Company will realize the assets.
At December 31, 2024, the Company had U.S. federal and state NOLs of approximately $1.5 billion and $0.4 billion, respectively, which are available to
offset future taxable income. These amounts include approximately $237 million of losses related to stock-based compensation. As footnoted above, the
Company’s federal and state NOLs are valued at a tax rate of 0% for deferred income tax purposes due to the Company’s REIT status. As a result, any
expirations of these NOLs will not have any impact on the Company’s Consolidated Balance Sheet or the Consolidated Statement of Operations and
Comprehensive Income (Loss). The Company also has foreign NOLs of $3 million. If not utilized, the Company's U.S. federal NOLs expire starting in 2025
and ending in 2036, the remaining state NOLs expire starting in 2025 and ending in 2043, and the foreign NOLs start expiring in 2028 and ending in 2036. The
federal NOLs potentially expiring in 2025 are $128 million, and the state NOLs potentially expiring in 2025 are $52 million. The utilization of the NOLs is
subject to certain limitations. The Company's U.S. federal and state income tax returns generally remain open to examination by taxing authorities until three
years after the applicable NOLs have been used or expired.
As of December 31, 2024, there were no unrecognized tax benefits that would impact the effective tax rate, if recognized.
From time to time, the Company is subject to examinations by various tax authorities in jurisdictions in which the Company has business operations. At
this time, the Company is not subject to an Internal Revenue Service examination.
The Company regularly assesses the likelihood of additional assessments in each of the tax jurisdictions in which it has business operations. The
Company has no uncertain tax positions as of December 31, 2024. Additionally, the Company does
(a)
83

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
not believe any such additional assessments arising from examinations or audits will have a material effect on the Company's financial statements.
As of December 31, 2024, the Company's deferred tax assets are included in "Other assets, net" and the Company's deferred tax liabilities are included in
"Other long-term liabilities" on the Company's consolidated balance sheet.
10.
Equity
2021 "At-the-Market" Stock Offering Program
The Company previously maintained an "at-the-market" stock offering program through which it had the right to issue and sell shares of its common
stock having an aggregate gross sales price of up to $750 million ("2021 ATM Program"). The Company terminated its previously outstanding 2021 ATM
Program in March 2024 with the entire gross sales price of $750 million remaining unsold.
2024 "At-the-Market" Stock Offering Program
In March 2024, the Company established a new "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 ("2024 ATM Program"). Sales under the 2024 ATM Program may be made by means of ordinary
brokers' transactions on the New York Stock Exchange ("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
2024 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 2024 ATM Program.
During the year ended December 31, 2024, the following dividends/distributions were declared or paid:
Equity Type
Declaration Date
Record Date
Payment Date
Dividends Per
Share
Aggregate
Payment
Amount
Common Stock
February 21, 2024
March 15, 2024
March 28, 2024
$
1.565 
$
683 
Common Stock
May 22, 2024
June 14, 2024
June 28, 2024
$
1.565 
$
684 
Common Stock
August 7, 2024
September 13, 2024
September 30, 2024
$
1.565 
$
683 
Common Stock
November 6, 2024
December 13, 2024
December 31, 2024
$
1.565 
$
682 
(a)
Inclusive of dividends accrued for holders of unvested RSUs, which will be paid when and if the RSUs vest.
See also note 17 for a discussion of the Company's common stock dividend declared in March 2025.
Tax Treatment of Dividends
The following table summarizes, for income tax purposes, the nature of dividends paid during 2024 on the Company's common stock.
Equity Type
Payment Date
Cash Distribution
(per share)
Ordinary Taxable
Dividend (per share)
Qualified Taxable
Dividend (per share)
Section 199A
Dividend (per share)
Non-Taxable
Distribution (per
share)
Common Stock
March 28, 2024
$
1.565000 
$
0.884582 
$
0.018596 
$
0.865986 
$
0.680418 
Common Stock
June 28, 2024
$
1.565000 
$
0.884582 
$
0.018596 
$
0.865986 
$
0.680418 
Common Stock
September 30, 2024
$
1.565000 
$
0.884582 
$
0.018596 
$
0.865986 
$
0.680418 
Common Stock
December 31, 2024
$
1.565000 
$
0.884582 
$
0.018596 
$
0.865986 
$
0.680418 
(a)
Qualified taxable dividend and section 199A dividend amounts are included in ordinary taxable dividend amounts.
(a)
(a)
84

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
Purchases of the Company's Common Stock
During the years ended December 31, 2024, 2023 and 2022, the Company purchased 0.3 million, 0.2 million and 0.4 million shares of its common stock,
respectively, utilizing $33 million, $30 million and $65 million in cash, respectively. The shares of common stock purchased relate to shares withheld in
connection with the payment of withholding taxes upon vesting of RSUs.
11.
Stock-based Compensation
Stock Compensation Plans
Pursuant to stockholder approved plans, the Company has granted stock-based awards to certain employees, consultants or non-employee directors of the
Company and its subsidiaries or affiliates. Following the stockholder approval of the 2022 Long-Term Incentive Plan ("2022 LTIP"), no further awards can be
made under the 2013 Long-Term Incentive Plan ("2013 LTIP"). As of December 31, 2024, the Company had approximately 0.4 million and 0.1 million shares
available for issuance under existing and future awards, respectively, pursuant to the 2013 LTIP and approximately 2.2 million and 11.9 million shares available
for issuance under existing and future awards, respectively, pursuant to the 2022 LTIP.
Restricted Stock Units
The Company issues RSUs to certain executives and employees. Each RSU represents a contingent right to receive one share of the Company's common
stock subject to satisfaction of the applicable vesting terms. The RSUs granted to certain executives and employees include (1) annual awards that contain only
service-based conditions, (2) annual performance awards that vest subject to the achievement of certain stock performance-based metrics (as further described
below), (3) annual performance awards that vest subject to the achievement of the Company's performance related to its average return on invested capital (as
further described below), (4) new hire, promotional or relocation awards that generally contain only service-based vesting conditions and (5) other awards
related to specific business initiatives or compensation objectives including retention and merger integration. Generally, such awards vest over periods of
approximately three years.
The following is a summary of the RSU activity during the year ended December 31, 2024.
 
RSUs
 
(In millions)
Outstanding at the beginning of year
3 
Granted
1 
Vested
(1)
Forfeited
— 
Outstanding at end of year
3 
The Company granted approximately 1.4  million RSUs to its executives and certain other employees for the year ended December  31, 2024,
approximately 1.6 million RSUs for the year ended December 31, 2023 and approximately 0.9 million RSUs for the year ended December 31, 2022. The
weighted-average grant-date fair value per share of the grants for the years ended December 31, 2024, 2023 and 2022 was $107.98, $126.56 and $146.52 per
share, respectively. The weighted-average requisite service period for the RSUs granted during 2024 was approximately 2.2 years.
Of the approximately 1.4 million RSUs granted during the year ended December 31, 2024, (1) approximately 1.2 million RSUs were granted to the
Company's executive and certain other employees and generally were subject to time-based vesting conditions, vesting over a three-year period (2)
approximately 0.1 million RSUs were granted to the Company's executives and certain other employees and may vest on the third anniversary of the grant date
based upon the Company's total stockholder return compared to that of the companies in the Standard & Poor's 500 Index and (3) approximately 0.1 million
RSUs were granted to the Company's executives and certain other employees and may vest on the third anniversary of the grant date based upon the Company's
average return on invested capital (defined as Adjusted EBITDA (as defined in the Restricted Stock Unit Agreement for 2022 Long-Term Incentive Plan
(effective August 1, 2022)) less cash taxes paid, divided by the Company's historical gross investment in (a) property and equipment (excluding the impact of
construction in process), (b) site rental contracts and tenant relationships and (c) goodwill) over a three-year performance period. Certain RSU agreements
contain provisions that result in forfeiture by the employee of any unvested shares in the event that the Company's common stock does not achieve certain
market performance targets. To the extent that the requisite service is rendered, compensation cost for accounting purposes is not reversed; rather, it is
recognized regardless of whether or not the market performance target is achieved.
85

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
The following table summarizes the assumptions used in the Monte Carlo simulation to determine the grant-date fair value for the RSUs with market
conditions granted during the years ended December 31, 2024, 2023 and 2022. 
 
Years Ended December 31,
 
2024
2023
2022
Risk-free rate
4.4 %
4.5 %
1.7 %
Expected volatility
27 %
27 %
31 %
Expected dividend rate
5.5 %
4.6 %
3.0 %
The Company recognized aggregate stock-based compensation expense related to RSUs of $111 million, $139 million and $134 million for the years
ended December  31, 2024, 2023 and 2022, respectively. The aggregate unrecognized compensation (net of estimated forfeitures) related to RSUs at
December 31, 2024 is $71 million and is estimated to be recognized over a weighted-average period of less than one year.
The following table is a summary of the RSUs vested during the years ended December 31, 2024, 2023 and 2022.
Years Ended December 31,
Total Shares

Vested
Fair Value on

Vesting Date
 
(In millions of shares)
 
2024
1 
$
102 
2023
1 
92 
2022
1 
187 
Stock-based Compensation Expense, Net
The following table discloses the components of stock-based compensation expense, net.
 
Years Ended December 31,
 
2024
2023
2022
Stock-based compensation expense, net:
Site rental costs of operations
$
19 
$
19 
$
18 
Services and other costs of operations
6 
10 
10 
Selling, general and administrative expenses
106 
128 
128 
Total stock-based compensation expense, net
$
131 
$
157 
$
156 
12.
Commitments and Contingencies
Other Matters
The Company is involved in various claims, assessments, lawsuits or proceedings arising in the ordinary course of business. While there are uncertainties
inherent in the ultimate outcome of such 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
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.
See note 13 for a discussion of operating lease commitments. In addition, as mentioned in note 4, the Company has the option to purchase approximately
54% of its towers at the end of their respective lease terms. The Company has no obligation to exercise such purchase options.
13.
Leases
Lessor Tenant Leases
See note 3 for further information regarding the contractual amounts owed to the Company pursuant to tenant contracts in effect as of December 31, 2024
and other information.
86

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
Lessee Operating Leases
The components of the Company's operating lease expense are as follows:
Years Ended December 31,
2024
2023
2022
Lease cost:
Operating lease expense
$
706 
$
708 
$
660 
Variable lease expense
209 
205 
175 
Total lease expense
$
915 
$
913 
$
835 
(a)
Represents the Company's operating lease expense related to its ROU assets.
(b)
Represents the Company's expense related to contingent payments for operating leases (such as payments based on revenues derived from the communications infrastructure located on the leased
asset). Such contingencies are recognized as expense in the period they are resolved.
(c)
Excludes those direct operating expenses accounted for pursuant to accounting guidance outside the scope of ASC 842.
Lessee Finance Leases
The vast majority of the Company's finance leases are related to the towers subject to prepaid master lease agreements with AT&T and T-Mobile
(including those which T-Mobile assumed in its merger with Sprint), and are recorded as "Property and equipment, net" on the consolidated balance sheet. See
note 4 for further discussion of the Company's prepaid master lease agreements.
The components of the Company's finance leases are as follows:
As of December 31, 2024
As of December 31, 2023
Gross Carrying Value
Accumulated
Amortization
Net Book Value
Gross Carrying Value
Accumulated
Amortization
Net Book Value
Master Prepaid Leases
$
4,234 
$
(3,007)
$
1,227 
$
4,243 
$
(2,832)
$
1,411 
Finance Leases
86 
(48)
38 
71 
(49)
22 
Total
$
4,320 
$
(3,055)
$
1,265 
$
4,314 
$
(2,881)
$
1,433 
For the year ended December 31, 2024, the Company recorded $191 million to "Depreciation, amortization and accretion" related to finance leases and
recorded $182 million in each of the years ended December 31, 2023 and December 31, 2022.
Other Lessee Information
As of December 31, 2024, the Company's weighted-average remaining lease term and weighted-average discount rate for operating leases were 15 years
and 4.9%, respectively.
The following table is a summary of the Company's maturities of operating lease liabilities as of December 31, 2024:
Years Ending December 31,
Thereafter
Total undiscounted
lease payments
Less: Imputed
interest
Total operating lease
liabilities
2025
2026
2027
2028
2029
Operating leases
$
558 
$
551 
$
547 
$
543 
$
538 
$
5,682 
$
8,419 
$
(2,887)
$
5,532 
(a)
Excludes the Company's contingent payments for operating leases (such as payments based on revenues derived from the communications infrastructure located on the leased asset) as such
arrangements are excluded from the Company's operating lease liability. Such contingencies are recognized as expense in the period they are resolved.
14.
Operating Segments and Concentrations of Credit Risk
Reportable Segments
The Company's operating segments, which are also its reportable segments, consist of (1) Towers and (2) Fiber. The Towers segment provides access,
including space or capacity, to the Company's more than 40,000 towers geographically dispersed throughout the U.S. The Towers segment also reflects certain
ancillary services relating to the Company's towers, predominately consisting of site development services and installation services. See note 16 to the
Company's consolidated financial statements for a discussion of the Company's 2023 Restructuring Plan, which included discontinuing installation services as a
Towers product offering and note 17 for a discussion of the sale of the Fiber segment which is expected to close in the first half of 2026. The Fiber segment
provides access, including space or capacity, to the Company's approximately (1)
(a)
(b)
(c)
(a)
87

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
105,000 small cells either currently generating revenue or under contract and (2) 90,000 route miles of fiber primarily supporting small cells and fiber solutions
geographically dispersed throughout the U.S.
The Company’s President and Chief Executive Officer functions as the chief operating decision maker ("CODM"). The measurement of profit or loss
primarily used by the CODM to evaluate the performance of the Company's operating segments is segment operating profit (loss). The CODM uses segment
operating profit (loss) to evaluate budget-to-actual variances to assist in deciding whether to (1) reinvest capital into the Company's operating segments by
constructing new assets, acquire new assets or land interests (which primarily relate to land assets under towers), or make improvements and structural
enhancements to our existing infrastructure, (2) return cash generated to stockholders in the form of dividends, (3) purchase shares of our common stock, or (4)
repurchase, repay, or redeem the Company's debt. The CODM also uses segment operating profit (loss) in the evaluation of pricing of new projects and new
tenant agreements. Additionally, the Company CODM reviews segment adjusted site rental gross margin and segment adjusted services and other gross margin.
The CODM uses segment adjusted site rental gross margin and segment adjusted services and other gross margin to (1) evaluate the economic productivity of
the Company's operating segments, (2) identify underlying business trends that are impacting the Company's segment performance, (3) assist in making
resource allocation decisions and (4) aid in the preparation of the annual operating budget for the Company's operating segments.
The Company defines segment operating profit (loss) as segment site rental revenues plus segment services and other revenues, less segment site rental
costs of operations, segment services and other costs of operations, and segment selling, general and administrative expenses, each of which excludes stock-
based compensation, net, and prepaid lease purchase price adjustments, which are recorded in the respective consolidated figures. The Company defines
segment adjusted 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 adjusted 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. All of these measurements are exclusive of depreciation,
amortization and accretion, which are shown separately.
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 Non-Segment Items" column,
which does not meet the criteria to be classified as a reportable segment, (1) represents amounts excluded from specific segments, such as restructuring charges
(credits), asset write-down charges, goodwill impairment, 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), stock-based compensation expense, net and certain selling, general and administrative expenses, and (2) reconciles
segment operating profit (loss) to income (loss) before income taxes, as the amounts are not utilized in assessing each segment’s performance. The "Other Non-
Segment Items" total assets balance includes corporate assets such as cash and cash equivalents and restricted cash and cash equivalents which have not been
allocated to specific segments. For both the Towers and Fiber segments, other segment costs of operations primarily consists of (1) utilities, (2) property taxes,
(3) third-party costs related to ancillary services performed and (4) various other insignificant expenses. Other segment selling, general and administrative
expenses primarily contains an allocation of corporate facilities expense relating to employees operating for each respective segment and external selling costs
in the Fiber segment. There are no significant revenues resulting from transactions between the Company's operating segments.
88

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
2024 Segment Results and Significant Segment Expenses
Year Ended December 31, 2024
Towers
Fiber
Other Non-Segment
Items
Total
Segment site rental revenues
$
4,266 
$
2,092 
$
6,358 
Segment services and other revenues
192 
18 
210 
Segment revenues
4,458 
2,110 
6,568 
Segment site rental costs of operations
959 
734 
1,693 
Segment services and other costs of operations
101 
12 
113 
Segment costs of operations
1,060 
746 
1,806 
Segment adjusted site rental gross margin
3,307 
1,358 
4,665 
Segment adjusted services and other gross margin
91 
6 
97 
Segment selling, general and administrative expenses
76 
176 
252 
Segment operating profit (loss)
3,322 
1,188 
4,510 
Other selling, general and administrative expenses
$
348 
348 
Stock-based compensation expense, net
131 
131 
Depreciation, amortization and accretion
1,738 
1,738 
Restructuring charges
109 
109 
Interest expense and amortization of deferred financing costs, net
932 
932 
Goodwill impairment
4,958 
4,958 
Other (income) expenses to reconcile to income (loss) before income taxes
173 
173 
Income (loss) before income taxes
$
(3,879)
Capital expenditures
$
133 
$
1,045 
$
44 
$
1,222 
Total assets (at year end)
$
20,814 
$
11,283 
$
639 
$
32,736 
Total goodwill (at year end)
$
5,127 
$
— 
$
— 
$
5,127 
Year Ended December 31, 2024
Towers
Fiber
Other Non-Segment
Items
Total
Segment costs of operations:
Lease expense
$
745 
$
369 
$
— 
$
1,114 
Employee compensation expense
90 
95 
— 
185 
Repairs and maintenance expense
54 
120 
— 
174 
Other segment costs of operations expense
171 
162 
— 
333 
Total segment costs of operations
1,060 
746 
— 
1,806 
Segment selling, general and administrative expenses:
Employee compensation expense
63 
102 
160 
325 
Other segment selling, general and administrative expenses
13 
74 
188 
275 
Total segment selling, general and administrative expenses
$
76 
$
176 
$
348 
$
600 
(a)
Exclusive of depreciation, amortization and accretion shown separately.
(b)
Segment costs of operations for the year ended December 31, 2024 excludes (1) stock-based compensation expense, net of $25 million and (2) prepaid lease purchase price adjustments of $16
million. For the year ended December 31, 2024, segment selling, general and administrative expenses and other selling, general and administrative expenses exclude stock-based compensation
expense, net of $106 million.
(c)
See consolidated statement of operations and comprehensive income (loss) for further information.
(a)(b)
(b)
(b)
(c)
(a)(b)
(b)
89

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
2023 Segment Results and Significant Segment Expenses
Year Ended December 31, 2023
Towers
Fiber
Other Non-Segment
Items
Total
Segment site rental revenues
$
4,313 
$
2,219 
$
6,532 
Segment services and other revenues
421 
28 
449 
Segment revenues
4,734 
2,247 
6,981 
Segment site rental costs of operations
943 
686 
1,629 
Segment services and other costs of operations
294 
12 
306 
Segment costs of operations
1,237 
698 
1,935 
Segment adjusted site rental gross margin
3,370 
1,533 
4,903 
Segment adjusted services and other gross margin
127 
16 
143 
Segment selling, general and administrative expenses
104 
194 
298 
Segment operating profit (loss)
3,393 
1,355 
4,748 
Other selling, general and administrative expenses
$
333 
333 
Stock-based compensation expense, net
157 
157 
Depreciation, amortization and accretion
1,754 
1,754 
Restructuring charges
85 
85 
Interest expense and amortization of deferred financing costs, net
850 
850 
Other (income) expenses to reconcile to income (loss) before income taxes
41 
41 
Income (loss) before income taxes
$
1,528 
Capital expenditures
$
194 
$
1,175 
$
55 
$
1,424 
Total assets (at year end)
$
21,550 
$
16,308 
$
669 
$
38,527 
Total goodwill (at year end)
$
5,127 
$
4,958 
$
— 
$
10,085 
Year Ended December 31, 2023
Towers
Fiber
Other Non-Segment
Items
Total
Segment costs of operations:
Lease expense
$
732 
$
347 
$
— 
$
1,079 
Employee compensation expense
122 
98 
— 
220 
Repairs and maintenance expense
58 
107 
— 
165 
Other segment costs of operations expense
325 
146 
— 
471 
Total segment costs of operations
1,237 
698 
— 
1,935 
Segment selling, general and administrative expenses:
Employee compensation expense
82 
117 
171 
370 
Other segment selling, general and administrative expenses
22 
77 
162 
261 
Total segment selling, general and administrative expenses
$
104 
$
194 
$
333 
$
631 
(a)
Exclusive of depreciation, amortization and accretion shown separately.
(b)
Segment costs of operations for the year ended December 31, 2023 excludes (1) stock-based compensation expense, net of $29 million and (2) prepaid lease purchase price adjustments of $16
million. For the year ended December 31, 2023, segment selling, general and administrative expenses and other selling, general and administrative expenses exclude stock-based compensation
expense, net of $128 million.
(c)
See consolidated statement of operations and comprehensive income (loss) for further information.
(a)(b)
(b)
(b)
(c)
(a)(b)
(b)
90

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
2022 Segment Results and Significant Segment Expenses
Year Ended December 31, 2022
Towers
Fiber
Other Non-Segment
Items
Total
Segment site rental revenues
$
4,322 
$
1,967 
$
6,289 
Segment services and other revenues
685 
12 
697 
Segment revenues
5,007 
1,979 
6,986 
Segment site rental costs of operations
918 
650 
1,568 
Segment services and other costs of operations
447 
9 
456 
Segment costs of operations
1,365 
659 
2,024 
Segment adjusted site rental gross margin
3,404 
1,317 
4,721 
Segment adjusted services and other gross margin
238 
3 
241 
Segment selling, general and administrative expenses
115 
190 
305 
Segment operating profit (loss)
3,527 
1,130 
4,657 
Other selling, general and administrative expenses
$
317 
317 
Stock-based compensation expense, net
156 
156 
Depreciation, amortization and accretion
1,707 
1,707 
Interest expense and amortization of deferred financing costs, net
699 
699 
Other (income) expenses to reconcile to income (loss) before income taxes
87 
87 
Income (loss) before income taxes
$
1,691 
Capital expenditures
$
185 
$
1,058 
$
67 
$
1,310 
Total assets (at year end)
$
22,210 
$
16,010 
$
701 
$
38,921 
Total goodwill (at year end)
$
5,127 
$
4,958 
$
— 
$
10,085 
Year Ended December 31, 2022
Towers
Fiber
Other Non-Segment
Items
Total
Segment costs of operations:
Lease expense
$
707 
$
321 
$
— 
$
1,028 
Employee compensation expense
159 
100 
— 
259 
Repairs and maintenance expense
56 
97 
— 
153 
Other segment costs of operations expense
443 
141 
— 
584 
Total segment costs of operations
1,365 
659 
— 
2,024 
Segment selling, general and administrative expenses:
Employee compensation expense
93 
118 
183 
394 
Other segment selling, general and administrative expenses
22 
72 
134 
228 
Total segment selling, general and administrative expenses
$
115 
$
190 
$
317 
$
622 
(a)
Exclusive of depreciation, amortization and accretion shown separately.
(b)
Segment costs of operations for the year ended December 31, 2022 excludes (1) stock-based compensation expense, net of $28 million and (2) prepaid lease purchase price adjustments of $16
million. For the year ended December 31, 2022, segment selling, general and administrative expenses and other selling, general and administrative expenses exclude stock-based compensation
expense, net of $128 million.
(c)
See consolidated statement of operations and comprehensive income (loss) for further information.
(a)(b)
(b)
(b)
(c)
(a)(b)
(b)
91

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
Major Tenants
The following table summarizes the percentage of the consolidated revenues for those tenants accounting for more than 10% of the Company's
consolidated revenues.
 
Years Ended December 31,
 
2024
2023
2022
T-Mobile
35 %
38 %
38 %
AT&T
19 %
19 %
18 %
Verizon Wireless
19 %
19 %
18 %
Total
73 %
76 %
74 %
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents, restricted cash and
cash equivalents and trade receivables. The Company mitigates its risk with respect to cash and cash equivalents by maintaining such deposits at high credit
quality financial institutions and monitoring the credit ratings of those institutions. The Company's restricted cash and cash equivalents are predominately held
and directed by a trustee (see note 2).
The Company derives the largest portion of its revenues from tenants in the wireless industry. The Company also has a concentration in its volume of
business with T-Mobile, AT&T and Verizon Wireless or their agents that accounts for a significant portion of the Company's revenues, receivables and deferred
site rental receivables. The Company mitigates its concentrations of credit risk with respect to trade receivables by actively monitoring the creditworthiness of
its tenants, the use of tenant leases with contractually determinable payment terms or proactive management of past due balances.
15.
Supplemental Cash Flow Information
The following table is a summary of the supplemental cash flow information during the years ended December 31, 2024, 2023 and 2022.
 
Years Ended December 31,
 
2024
2023
2022
Supplemental disclosure of cash flow information:
Cash payments related to operating lease liabilities
$
566 
$
571 
$
560 
Interest paid
895 
800 
684 
Income taxes paid
17 
18 
10 
Supplemental disclosure of non-cash investing and financing activities:
ROU assets recorded in exchange for operating lease liabilities
4 
12 
191 
Increase (decrease) in accounts payable for purchases of property and equipment
(33)
36 
(5)
Capitalized stock-based compensation
23 
29 
21 
Purchase of property and equipment under finance leases and installment land purchases
69 
62 
28 
(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 and cash equivalents and restricted cash and cash equivalents reported within various lines on the consolidated balance sheet to
amounts reported in the consolidated statement of cash flows is shown below.
As of December 31,
2024
2023
2022
Cash and cash equivalents
$
119 
$
105 
$
156 
Restricted cash and cash equivalents, current
171 
171 
166 
Restricted cash and cash equivalents reported within other assets, net
5 
5 
5 
Cash and cash equivalents and restricted cash and cash equivalents
$
295 
$
281 
$
327 
(a)
92

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
16.
Restructuring
2023 Restructuring Plan
In July 2023, the Company initiated the 2023 Restructuring Plan as part of its efforts to reduce costs to better align the Company's operational needs with
lower tower activity. The 2023 Restructuring Plan included reducing the Company's total employee headcount by approximately 15%, discontinuing
installation services as a Towers product offering while continuing to offer site development services on Company towers, and consolidating office space.
The 2023 Restructuring Plan included charges related to the (1) employee headcount reduction, including severance, stock-based compensation and other
one-time termination benefits and (2) office space consolidation, which included remaining obligations under facility leases and non-cash charges for
accelerated depreciation. The actions associated with the 2023 Restructuring Plan were substantially completed and related charges were recorded by June 30,
2024. The payments for the employee headcount reduction were completed in 2024, while payments for the office space consolidation are expected to be
completed in 2032. The following tables summarize the activities related to the 2023 Restructuring Plan for the years ended December 31, 2024 and 2023:
Year Ended December 31,
2024
2023
Employee
Headcount
Reduction
Office Space
Consolidation
Total
Employee
Headcount
Reduction
Office Space
Consolidation
Total
Liability as of the beginning of the respective year
$
16 
$
12 
$
28 
$
— 
$
— 
$
Charges (credits)
— 
9 
9 
63 
22 
Payments
(14)
(12)
(26)
(46)
(4)
Non-cash items
— 
(4)
(4)
(1)
(6)
Liability as of the end of the respective year
$
2 
$
5 
$
7 
$
16 
$
12 
$
2024 Restructuring Plan
In June 2024, the Company initiated the 2024 Restructuring Plan as part of its efforts to drive operational efficiencies and reduce operating costs and
capital expenditures, with a primary focus on the Company's Fiber segment. As a result, the Company announced a reduction of the Company's total employee
headcount by more than 10% and the closing of certain offices.
The 2024 Restructuring Plan includes charges related to the (1) employee headcount reduction, including severance, stock-based compensation and other
one-time termination benefits and (2) office closures, which includes remaining obligations under facility leases and non-cash charges for accelerated
depreciation. The actions associated with the 2024 Restructuring Plan were substantially completed and the related charges were recorded by December 31,
2024, while the payments are expected to be completed for the employee headcount reduction in 2025 and office closures in 2033. The Company may incur
other charges or cash expenditures not currently contemplated due to unanticipated events that may occur, including in connection with the implementation of
the 2024 Restructuring Plan.
The following table summarizes the activities related to the 2024 Restructuring Plan for the year ended December 31, 2024:
Year Ended December 31, 2024
Employee Headcount
Reduction
Office Space Consolidation
Total
Liability as of December 31, 2023
$
— 
$
— 
$
— 
Charges (credits)
39 
61 
100 
Payments
(34)
(10)
$
(44)
Non-cash items
4 
(12)
$
(8)
Liability as of December 31, 2024
$
9 
$
39 
$
48 
As of December  31, 2024, the liability for restructuring charges is included in "Other accrued liabilities" and "Other long-term liabilities" on the
consolidated balance sheet, and the corresponding expense is included in "Restructuring charges" on the consolidated statements of operations and
comprehensive income (loss).
93

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
The Company does not allocate restructuring charges between its operating segments. If charges related to the Restructuring Plans were allocated to
operating segments, for the year ended December 31, 2024, $13 million and $64 million of the aforementioned charge would have been allocated to the
Company's Towers and Fiber segments, respectively, with the remaining $32 million allocated to Other. Similarly, for the year ended December 31, 2023,
$44 million and $18 million of the aforementioned charge would have been allocated to the Company's Towers and Fiber segment, respectively, with the
remaining $23 million allocated to Other.
17.
Subsequent Events
Common Stock Dividend
On February 26, 2025, the Company's board of directors declared a quarterly cash dividend of $1.565 per common share. The quarterly dividend will be
payable on March 31, 2025, to common stockholders of record as of March 14, 2025.
Strategic Fiber Transaction
On March 13, 2025, the Company signed the Strategic Fiber Agreement to sell its Fiber Business, with Zayo acquiring the fiber solutions business and
EQT acquiring the small cell business. Under the Strategic Fiber Agreement, the Company will receive $8.5 billion in aggregate, subject to certain closing
adjustments. The Fiber Business did not meet the criteria for assets held for sale as of December 31, 2024, and therefore remains presented as a component of
continuing operations. In subsequent periods, the Fiber Business will be presented as a discontinued operation, and its net assets will be classified as held for
sale and comparable prior periods will be recast to reflect this change. Upon classification as held for sale in the first quarter of 2025, the Company expects to
recognize a loss of between $700 million and $800 million, inclusive of estimated transaction fees. This Strategic Fiber transaction is expected to close in the
first half of 2026, subject to certain closing conditions and regulatory approvals.
94

Item 9.    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A.    Controls and Procedures
(a) Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
In connection with the preparation of the 2024 Form 10-K, the Company's management conducted an evaluation, under the supervision and with the
participation of the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act")). Based upon
their evaluation, the CEO and CFO concluded that as of December 31, 2024, the Company's disclosure controls and procedures were effective to provide
reasonable assurance that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and to provide reasonable assurance that information
required to be disclosed by the Company in such reports is accumulated and communicated to the Company's management, including its CEO and CFO, as
appropriate to allow timely decisions regarding required disclosure.
(b) Management's Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-
15(f) under the Exchange Act) for the Company. Under the supervision and with the participation of the Company's CEO and CFO, management assessed the
effectiveness of the Company's internal control over financial reporting based on the framework described in Internal Control – Integrated Framework (2013),
issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles in the United States of America. The Company's internal control over financial reporting includes
those policies and procedures that:
•
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
Company;
•
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles in the United States of America, and that receipts and expenditures of the Company are being made only in
accordance with authorization of management and directors of the Company; and
•
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the Company's assets that
could have a material effect on the financial statements.
Management has assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2024. Based on the Company's
assessment, management has concluded that the Company's internal control over financial reporting was effective as of December  31, 2024 to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance
with generally accepted accounting principles in the United States of America.
The effectiveness of the Company's internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP,
an independent registered public accounting firm, as stated in their report which appears in Part II, Item 8 of the 2024 Form 10-K.
(c) Changes in Internal Control Over Financial Reporting
There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of
the Exchange Act) during the most recent fiscal quarter that have materially affected or are reasonably likely to materially affect the Company's internal control
over financial reporting.
(d) Limitations on the Effectiveness of Controls
Because of its inherent limitations, the Company's internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies and procedures may deteriorate.
95

Item 9B.    Other Information
None.
Item 9C.    Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
N/A
96

PART III
Item 10.    Directors and Executive Officers of the Registrant
The information required to be furnished pursuant to this item will be set forth under "Executive Compensation—Executive Officers," "Election of
Directors—Nominees for Director," "Other Matters—Delinquent Section 16(a) Reports," if applicable, "Election of Directors—Board Committees" and "Other
Matters—Available Information" in the 2025 Proxy Statement and is incorporated herein by reference.
We have adopted an Insider Trading Policy and procedures governing the purchase, sale or other disposition of our securities by directors, officers,
employees, contingent workers, contractors and consultants, which we believe are reasonably designed to promote compliance with insider trading laws, rules
and regulations and applicable NYSE listing standards. A copy of our Insider Trading Policy is filed as Exhibit 19 to this 2024 Form 10-K.
Item 11.    Executive Compensation
The information required to be furnished pursuant to this item will be set forth under "Executive Compensation," except as to the information required
pursuant to Item 402(v) of Regulation S-K relating to pay versus performance, "Election of Directors—Board Compensation," "Election of Directors—Director
Compensation Table for 2024" and "Election of Directors—Board Committees—Compensation Committee Interlocks and Insider Participation" in the 2025
Proxy Statement and is incorporated herein by reference.
Item 12.    Security Ownership of Certain Beneficial Owners and Management
The information required to be furnished pursuant to this item will be set forth under "Other Matters—Beneficial Ownership of Common Stock" in the
2025 Proxy Statement and is incorporated herein by reference.
The following table summarizes information with respect to equity compensation plans under which equity securities of the registrant are authorized for
issuance as of December 31, 2024: 
Plan Category
Number of securities to be
issued upon exercise of
outstanding options, warrants
and rights
Weighted-average exercise
price of outstanding options,
warrants and rights
Number of securities
remaining available for future
issuance under equity
compensation plans
 
(In millions of shares)
(In dollars per share)
(In millions of shares)
Equity compensation plans approved by security holders
— 
$
— 
15 
Equity compensation plans not approved by security holders
— 
— 
— 
Total
— 
$
— 
15 
(a)
See note 11 to the consolidated financial statements for more detailed information regarding the registrant's equity compensation plan.
(b)
Represents the 2013 Long-Term Incentive Plan ("2013 LTIP") and the 2022 Long-Term Incentive Plan ("2022 LTIP"). Of the shares remaining available for future issuance, 0.4 million and 2.2
million shares may be issued pursuant to outstanding RSUs granted under the 2013 LTIP and the 2022 LTIP, respectively. Following the adoption of the 2022 LTIP, no further awards may be
granted under the 2013 LTIP.
Item 13.    Certain Relationships and Related Transactions
The information required to be furnished pursuant to this item will be set forth under "Election of Directors—Certain Relationships and Related
Transactions" and "Election of Directors—Board Independence" in the 2025 Proxy Statement and is incorporated herein by reference.
Item 14.    Principal Accounting Fees and Services
The information required to be furnished pursuant to this item will be set forth under "Ratification of Appointment of Independent Registered Public
Accountants" in the 2025 Proxy Statement and is incorporated herein by reference.
(a)
(b)
97

PART IV
Item 15.    Exhibits, Financial Statement Schedules
(a)(1) Financial Statements:
The list of financial statements filed as part of this report is submitted as a separate section, the index to which is located on page 56.
(a)(2) Financial Statement Schedules:
Schedule II—Valuation and Qualifying Accounts for the years ended December 31, 2024, 2023 and 2022, which is located on page 109.
Schedule III—Schedule of Real Estate and Accumulated Depreciation for the years ended December 31, 2024, 2023 and 2022, which is
located on page 110.
All other schedules are omitted because they are not applicable or because the required information is contained in the financial statements or notes
thereto included in this 2024 Form 10-K.
(a)(3) Exhibits:
Exhibit Index
Incorporated by Reference
Exhibit Number
Exhibit Description
Form
File Number
Date of Filing
Exhibit
Number
2.1
Agreement and Plan of Merger by and between Crown Castle International Corp.
and Crown Castle REIT Inc., dated September 19, 2014
8-K
001-16441
September 23,
2014
2.1
2.2
Stock Purchase Agreement, dated as of April 29, 2015, by and among Quanta
Services, Inc., Crown Castle International Corp. and CC SCN Fiber LLC
10-Q
001-16441

May 8, 2015
10.5
2.3
Agreement for the Sale and Purchase of the Shares of Crown Castle Australia
Holdings Pty Ltd, dated May 14, 2015, by and among Crown Castle International
Corp., Crown Castle Operating LLC, The Trust Company (Nominees) Limited,
Todd International Investments Limited, Oceania Capital Limited, Birdsong
Capital Limited, Baytown Investments Limited, Heritage PTC LLC, David Lloyd
CCA Limited, Turri Finance Pty Ltd and Turri Bidco Pty Ltd
10-Q
001-16441

August 7, 2015
10.2
2.4
Agreement and Plan of Merger, dated as of July 18, 2017, by and among Crown
Castle International Corp., LTS Group Holdings, LLC, Berkshire Fund VII-A
(LTS) Acquisition Partners, Berkshire Fund VIII-A (LTS) Acquisition Partners,
LTS Berkshire Fund VII-A Blocker Corporation, LTS Berkshire Fund VIII-A
Blocker Corporation, LTS Co-Invest Blocker LLC, LTS Co-Invest Blocker II
LLC, LTS Rollover Blocker LLC, LTS BF VII-A Blocker Merger Sub, Inc., LTS
BF VIII-A Blocker Merger Sub, Inc., LTS Co-Invest Blocker Merger Sub, Inc.,
LTS Co-Invest Blocker II Merger Sub, Inc., LTS Rollover Blocker Merger Sub,
Inc., LTS Group Holdings Merger Sub, Inc. and BSR LLC, as equityholders’
representative
8-K
001-16441
July 19, 2017
2.1
3.1
Restated Certificate of Incorporation of Crown Castle Inc., dated July 25, 2023
10-Q
001-16441
August 2, 2023
3.1
3.2
Second Amended and Restated By-laws of Crown Castle Inc., dated November
6, 2024
8-K
001-16441

November 12,
2024
3.1
3.3
Amendment to Second Amended and Restated By-laws of Crown Castle Inc.,
dated February 26, 2025
8-K
001-16441
February 26,
2025
3.1
4.1
Specimen of Common Stock Certificate
8-K
001-16441
December 16,
2014
4.2
98

Incorporated by Reference
Exhibit Number
Exhibit Description
Form
File Number
Date of Filing
Exhibit
Number
4.2
Indenture, dated as of June 1, 2005, by and among JPMorgan Chase Bank, N.A.,
as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC,
Crown Communications Inc., Crown Castle PT Inc., Crown Communication
New York, Inc. and Crown Castle International Corp. de Puerto Rico,
collectively as Issuers, relating to the Senior Secured Tower Revenue Notes
8-K
001-16441
June 9, 2005
4.1
4.3
Indenture Supplement, dated December 1, 2023, by and among Crown Castle
Towers LLC, Crown Castle South LLC, Crown Communication LLC, Crown
Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC, Crown
Castle MUPA LLC and The Bank of New York Mellon (as successor to The
Bank of New York, as successor to JPMorgan Chase Bank, N.A.), as trustee.
8-K
001-16441
December 1,
2023
4.1
4.4
Indenture Supplement, dated as of September 26, 2006, by and among JPMorgan
Chase Bank, N.A., as Indenture Trustee, and Crown Castle Towers LLC, Crown
Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown
Communication New York, Inc. and Crown Castle International Corp. de Puerto
Rico, collectively, as Issuers, relating to the Senior Secured Tower Revenue
Notes, Series 2005-1
8-K
001-16441
September 29,
2006
10.1
4.5
Indenture Supplement, dated as of November 29, 2006, relating to the Senior
Secured Tower Revenue Notes, Series 2006-1, by and among The Bank of New
York (as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and
Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication
Inc., Crown Castle PT Inc., Crown Communication New York, Inc., Crown
Castle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown
Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC,
collectively as Issuers
8-K
001-16441
December 5,
2006
4.1
4.6
Indenture Supplement, dated as of January 15, 2010, relating to the Senior
Secured Tower Revenue Notes, Series 2010-1, by and among The Bank of New
York Mellon (as successor to The Bank of New York as successor to J.P. Morgan
Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown
Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown
Communication New York, Inc., Crown Castle International Corp. de Puerto
Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU
LLC and Crown Castle MUPA LLC, collectively as Issuers
8-K
001-16441
January 20, 2010
4.1
4.7
Indenture Supplement, dated as of January 15, 2010, relating to the Senior
Secured Tower Revenue Notes, Series 2010-2, by and among The Bank of New
York Mellon (as successor to The Bank of New York as successor to JPMorgan
Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown
Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown
Communication New York, Inc., Crown Castle International Corp. de Puerto
Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU
LLC and Crown Castle MUPA LLC, collectively as Issuers
8-K
001-16441
January 20, 2010
4.2
4.8
Indenture Supplement, dated as of January 15, 2010, relating to the Senior
Secured Tower Revenue Notes, Series 2010-3, by and among The Bank of New
York Mellon (as successor to The Bank of New York as successor to JPMorgan
Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown
Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown
Communication New York, Inc., Crown Castle International Corp. de Puerto
Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU
LLC and Crown Castle MUPA LLC, collectively as Issuers
8-K
001-16441
January 20, 2010
4.3
99

Incorporated by Reference
Exhibit Number
Exhibit Description
Form
File Number
Date of Filing
Exhibit
Number
4.9
Indenture Supplement, dated as of June 30, 2014, by and among The Bank of
New York Mellon (as successor to The Bank of New York as successor to
JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers
LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle PT
Inc., Crown Communication New York, Inc., Crown Castle International Corp.
de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown
Castle MU LLC and Crown Castle MUPA LLC, relating to the Senior Secured
Tower Revenue Notes
8-K
001-16441
July 1, 2014
4.1
4.10
Indenture Supplement, dated as of May 15, 2015, by and among The Bank of
New York Mellon (as successor to The Bank of New York as successor to
JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers
LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle
Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown
Castle MUPA LLC, collectively as Issuers, relating to the Senior Secured Tower
Revenue Notes, Series 2015-1
8-K
001-16441
May 21, 2015
4.1
4.11
Indenture Supplement, dated as of May 15, 2015, by and among The Bank of
New York Mellon (as successor to The Bank of New York as successor to
JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers
LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle
Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown
Castle MUPA LLC, collectively as Issuers, relating to the Senior Secured Tower
Revenue Notes, Series 2015-2
8-K
001-16441
May 21, 2015
4.2
4.12
Indenture Supplement, dated as of July 11, 2018, by and among The Bank of
New York Mellon (as successor to The Bank of New York as successor to
JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers
LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle
Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown
Castle MUPA LLC, collectively as Issuers, relating to the Senior Secured Tower
Revenue Notes, Series 2018-1, Class C-2023
8-K
001-16441
July 16, 2018
4.1
4.13
Indenture Supplement, dated as of July 11, 2018, by and among The Bank of
New York Mellon (as successor to The Bank of New York as successor to
JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers
LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle
Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown
Castle MUPA LLC, collectively as Issuers, relating to the Senior Secured Tower
Revenue Notes, Series 2018-2, Class C-2028
8-K
001-16441
July 16, 2018
4.2
4.14
Indenture Supplement, dated as of July 11, 2018, by and among The Bank of
New York Mellon (as successor to The Bank of New York as successor to
JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers
LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle
Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown
Castle MUPA LLC, collectively as Issuers, relating to the Senior Secured Tower
Revenue Notes, Series 2018-1, Class R-2028
8-K
001-16441
July 16, 2018
4.3
4.15
Indenture dated July 31, 2009, between Pinnacle Towers Acquisition Holdings
LLC, GS Savings Inc., GoldenState Towers, LLC, Pinnacle Towers Acquisition
LLC, Tower Ventures III, LLC and TVHT, LLC, as Issuers, Global Signal
Holdings III, LLC, as Guarantor, and The Bank of New York Mellon Trust
Company, N.A., as Indenture Trustee, relating to Senior Secured Notes
8-K
001-16441
August 4, 2009
4.1
100

Incorporated by Reference
Exhibit Number
Exhibit Description
Form
File Number
Date of Filing
Exhibit
Number
4.16
Indenture Supplement dated July 31, 2009, between Pinnacle Towers Acquisition
Holdings LLC, GS Savings Inc., GoldenState Towers, LLC, Pinnacle Towers
Acquisition LLC, Tower Ventures III, LLC and TVHT, LLC, as Issuers, Global
Signal Holdings III, LLC, as Guarantor, and The Bank of New York Mellon
Trust Company, N.A., as Indenture Trustee, relating to Senior Secured Notes,
Series 2009-1, Class A-2
8-K
001-16441
August 4, 2009
4.2
4.17
Indenture dated April 15, 2014, between Crown Castle International Corp. and
The Bank of New York Mellon Trust Company, N.A., as trustee
8-K
001-16441
April 15, 2014
4.1
4.18
Second Supplemental Indenture dated December 15, 2014, between Crown
Castle REIT Inc., Crown Castle International Corp. and The Bank of New York
Mellon Trust Company, N.A., as trustee
8-K
001-16441
December 16,
2014
4.5
4.19
Third Supplemental Indenture dated December 15, 2014, between Crown Castle
REIT Inc., Crown Castle International Corp. and The Bank of New York Mellon
Trust Company, N.A., as trustee
8-K
001-16441
December 16,
2014
4.6
4.20
Fourth Supplemental Indenture dated February 8, 2016 between Crown Castle
International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee, to the Indenture dated April 15, 2014, between Crown Castle
International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee, relating to 4.450% Senior Notes due 2026
8-K
001-16441
February 8, 2016
4.1
4.21
Fifth Supplemental Indenture dated May 6, 2016, between Crown Castle
International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee, to the Indenture dated April 15, 2014, between Crown Castle
International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee, relating to 3.700% Senior Notes due 2026
8-K
001-16441
May 6, 2016
4.1
4.22
Seventh Supplemental Indenture dated February 2, 2017, between Crown Castle
International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee, to the Indenture dated April 15, 2014, between Crown Castle
International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee, relating to 4.000% Senior Notes due 2027
8-K
001-16441
February 2, 2017
4.1
4.23
Eighth Supplemental Indenture dated May 1, 2017, between Crown Castle
International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee, to the Indenture dated April 15, 2014, between Crown Castle
International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee, relating to 4.750% Senior Notes due 2047
8-K
001-16441
May 1, 2017
4.1
4.24
Ninth Supplemental Indenture dated August 1, 2017, between Crown Castle
International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee, to the Indenture dated April 15, 2014, between Crown Castle
International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee, relating to 3.200% Senior Notes due 2024 and 3.650% Senior Notes due
2027
8-K
001-16441
August 1, 2017
4.1
4.25
Tenth Supplemental Indenture dated January 16, 2018, between Crown Castle
International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee, to the Indenture dated April 15, 2014, between Crown Castle
International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee, relating to 3.150% Senior Notes due 2023 and 3.800% Senior Notes due
2028
8-K
001-16441
January 17, 2018
4.1
4.26
Indenture dated February 11, 2019, between Crown Castle International Corp.
and The Bank of New York Mellon Trust Company, N.A., as trustee
8-K
001-16441
February 11,
2019
4.1
101

Incorporated by Reference
Exhibit Number
Exhibit Description
Form
File Number
Date of Filing
Exhibit
Number
4.27
First Supplemental Indenture dated February 11, 2019, between Crown Castle
International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee, to the Indenture dated February 11, 2019, between Crown Castle
International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee, relating to 4.300% Senior Notes due 2029 and 5.200% Senior Notes due
2049
8-K
001-16441
February 11,
2019
4.2
4.28
Second Supplemental Indenture dated August 15, 2019, between Crown Castle
International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee, to the Indenture dated February 11, 2019, between Crown Castle
International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee, relating to 3.100% Senior Notes due 2029 and 4.000% Senior Notes due
2049
8-K
001-16441

August 15, 2019
4.1
4.29
Third Supplemental Indenture dated April 3, 2020, between Crown Castle
International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee, to the Indenture dated February 11, 2019, between Crown Castle
International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee, relating to 3.300% Senior Notes due 2030 and 4.150% Senior Notes due
2050
8-K
001-16441
April 3, 2020
4.1
4.30
Fourth Supplemental Indenture dated June 15, 2020, between Crown Castle
International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee, to the Indenture dated February 11, 2019, between Crown Castle
International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee, relating to 1.350% Senior Notes due 2025, 2.250% Senior Notes due
2031 and 3.250% Senior Notes due 2051
8-K
001-16441
June 15, 2020
4.1
4.31
Fifth Supplemental Indenture, dated February 16, 2021, between Crown Castle
International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee, to the Indenture dated February 11, 2019, between Crown Castle
International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee, relating to 1.050% Senior Notes due 2026, 2.100% Senior Notes due
2031 and 2.900% Senior Notes due 2041
8-K
001-16441
February 16,
2021
4.1
4.32
Sixth Supplemental Indenture dated June 29, 2021, between Crown Castle
International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee, to the Indenture dated February 11, 2019, between Crown Castle
International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee, relating to 2.500% Senior Notes due 2031
8-K
001-16441
June 29, 2021
4.1
4.33
Seventh Supplemental Indenture dated March 4, 2022, between Crown Castle
International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee, to the Indenture dated February 11, 2019, between Crown Castle
International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee, relating to 2.900% Senior Notes due 2027
8-K
001-16441
March 4, 2022
4.1
4.34
Eighth Supplemental Indenture dated January 11, 2023, between Crown Castle
Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the
Indenture dated February 11, 2019, between the Company and The Bank of New
York Mellon Trust Company, N.A., as trustee, relating to 5.00% Senior Notes
due 2028
8-K
001-16441
January 11, 2023
4.1
4.35
Ninth Supplemental Indenture dated April 26, 2023, between the Crown Castle
Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the
Indenture dated February 11, 2019, between the Company and The Bank of New
York Mellon Trust Company, N.A., as trustee, relating to 4.800% Senior Notes
due 2028 and 5.100% Senior Notes due 2033
8-K
001-16441
April 26, 2023
4.1
102

Incorporated by Reference
Exhibit Number
Exhibit Description
Form
File Number
Date of Filing
Exhibit
Number
4.36
Tenth Supplemental Indenture dated December 6, 2023, between Crown Castle
Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the
Indenture dated February 11, 2019, between the Company and The Bank of New
York Mellon Trust Company, N.A., as trustee, relating to 5.600% Senior Notes
due 2029 and 5.800% Senior Notes due 2034
8-K
001-16441
December 6,
2023
4.1
4.37
Eleventh Supplemental Indenture dated August 12, 2024, between the Company
and The Bank of New York Mellon Trust Company, N.A., as trustee, to the
Indenture dated February 11, 2019, between the Company and The Bank of New
York Mellon Trust Company, N.A., as trustee, relating to 4.900% Senior Notes
due 2029 and 5.200% Senior Notes due 2034
8-K
001-16441
August 12, 2024
4.1
4.38*
Description of the Company's Common Stock
—
—
—
—
10.1†
Amended and Restated Severance Agreement between Crown Castle
International Corp. and Jay A. Brown, effective as of June 1, 2016
8-K
001-16441
February 24,
2016
10.3
10.2†
Letter Agreement between Crown Castle Inc. and Jay A. Brown, dated January
16, 2024
10-K
001-16441
February 23,
2024
10.2
10.3†
Form of Severance Agreement between Crown Castle International Corp. and
Philip M. Kelley
8-K
001-16441
July 15, 2008
10.1
10.4†
Form of Amendment to Severance Agreement between Crown Castle
International Corp. and certain senior officers, including Philip M. Kelley,
effective April 6, 2009
8-K
001-16441
April 8, 2009
10.2
10.5†
Form of Amendment to Severance Agreement between Crown Castle
International Corp. and certain executive officers, including Philip M. Kelley
8-K
001-16441
February 24,
2016
10.5
10.6†
Form of Severance Agreement between Crown Castle International Corp. and
each of Daniel K. Schlanger, Michael J. Kavanagh, Christopher D. Levendos,
Catherine Piche, Edward B. Adams, Jr., and Edmond Chan
10-K
001-16441
February 22,
2016
10.47
10.7†*
Severance Agreement between Crown Castle Inc. and Steven J. Moskowitz,
effective April 11, 2024
—
—
—
—
10.8†
Letter Agreement between Crown Castle Inc. and Daniel K. Schlanger, dated
January 23, 2024
10-K
001-16441
February 23,
2024
10.8
10.9†
Crown Castle International Corp. 2013 Long-Term Incentive Plan
DEF
14A
001-16441
April 8, 2013
App. A
10.10†
First Amendment to Crown Castle International Corp. 2013 Long-Term Incentive
Plan, as amended
10-Q
001-16441
August 4, 2016
10.1
10.11†
Amendment to Crown Castle International Corp. 2013 Long-Term Incentive
Plan, as amended
8-K
001-16441
May 20, 2022
10.3
10.12†
Form of 2013 Long-Term Incentive Plan Restricted Stock Units Agreement
(effective as of February 21, 2018)
8-K
001-16441
February 27,
2018
10.2
10.13†
Crown Castle International Corp. 2022 Long-Term Incentive Plan
DEF
14A
001-16441
April 4, 2022
App. A
10.14†
First Amendment to Crown Castle International Corp. 2022 Long-Term Incentive
Plan
10-K
001-16441
February 24,
2023
10.11
10.15†
Form of Restricted Stock Unit Agreement for 2022 Long-Term Incentive Plan
(effective May 19, 2022)
8-K
001-16441
May 20, 2022
10.2
10.16†
Form of Restricted Stock Unit Agreement for 2022 Long-Term Incentive Plan
(effective August 1, 2022)
10-K
001-16441
February 24,
2023
10.13
10.17†
Form of Restricted Stock Unit Agreement for 2022 Long-Term Incentive Plan
(effective January 1, 2024)
10-Q
001-16441
May 1, 2024
10.4
10.18†*
Form of Restricted Stock Unit Agreement for 2022 Long-Term Incentive Plan
(effective February 26, 2025)
—
—
—
—
10.19†
Amended and Restated Crown Castle Inc. Extended Service Separation Program
(effective October 17, 2023)
10-K
001-16441
February 23,
2024
10.17
10.20†
Crown Castle Inc. 2024 EMT Annual Incentive Plan
8-K
001-16441
November 9,
2023
10.1
103

Incorporated by Reference
Exhibit Number
Exhibit Description
Form
File Number
Date of Filing
Exhibit
Number
10.21†
Crown Castle Inc. 2025 EMT Annual Incentive Plan
8-K
001-16441
February 26,
2025
10.1
10.22
Global Lease Agreement dated March 31, 1999 between Crown Atlantic
Company, LLC and Cellco Partnership
8-K
000-24737
April 12, 1999
99.6
10.23
Agreement to Sublease dated June 1, 1999 by and among BellSouth Mobility
Inc., BellSouth Telecommunications Inc., the Transferring Entities (as defined
therein), Crown Castle International Corp. and Crown Castle South Inc.
8-K
000-24737
June 9, 1999
99.1
10.24
Sublease dated June 1, 1999 by and among BellSouth Mobility Inc., Certain BMI
Affiliates, Crown Castle International Corp. and Crown Castle South Inc.
8-K
000-24737
June 9, 1999
99.3
10.25
Agreement to Sublease dated August 1, 1999 by and among BellSouth Personal
Communications, Inc., BellSouth Carolinas PCS, L.P., Crown Castle
International Corp. and Crown Castle South Inc.
10-K
000-24737
March 30, 2000
2.7
10.26
Sublease dated August 1, 1999 by and among BellSouth Personal
Communications, Inc., BellSouth Carolinas PCS, L.P., Crown Castle
International Corp. and Crown Castle South Inc.
10-K
000-24737
March 30, 2000
2.8
10.27
Management Agreement, dated as of June 8, 2005, by and among Crown Castle
USA Inc., as Manager, and Crown Castle Towers LLC, Crown Castle South
LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication
New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle
GT Holding Sub LLC and Crown Castle Atlantic LLC, collectively as Owners
8-K
001-16441
June 9, 2005
10.1
10.28
Series 2005-1 Management Agreement Amendment, dated September 26, 2006,
by and among Crown Castle USA Inc., as Manager, and Crown Castle Towers
LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT
Inc., Crown Communication New York, Inc., Crown Castle International Corp.
de Puerto Rico, Crown Castle GT Holding Sub LLC and Crown Castle Atlantic
LLC, collectively, as Owners
8-K
001-16441
September 29,
2006
10.2
10.29
Joinder and Amendment to Management Agreement, dated as of November 29,
2006, by and among Crown Castle USA Inc., as Manager, and Crown Castle
Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown
Castle PT Inc., Crown Communication New York, Inc., Crown Castle
International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle
PR LLC, Crown Castle MU LLC, Crown Castle MUPA LLC, Crown Castle GT
Holding Sub LLC and Crown Castle Atlantic LLC, collectively as Owners
8-K
001-16441
December 5,
2006
10.1
10.30
Cash Management Agreement, dated as of June 8, 2005, by and among Crown
Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc.,
Crown Castle PT Inc., Crown Communication New York, Inc. and Crown Castle
International Corp. de Puerto Rico, as Issuers, JPMorgan Chase Bank, N.A., as
Indenture Trustee, Crown Castle USA Inc., as Manager, Crown Castle GT
Holding Sub LLC, as Member of Crown Castle GT Company LLC, and Crown
Castle Atlantic LLC, as Member of Crown Atlantic Company LLC
8-K
001-16441
June 9, 2005
10.2
10.31
Joinder to Cash Management Agreement, dated as of November 29, 2006, by and
among Crown Castle Towers LLC, Crown Castle South LLC, Crown
Communication Inc., Crown Castle PT Inc., Crown Communication New York,
Inc. and Crown Castle International Corp. de Puerto Rico, Crown Castle Towers
05 LLC, Crown Castle PR LLC, Crown Castle MU LLC, Crown Castle MUPA
LLC, as Issuers, The Bank of New York (as successor to JPMorgan Chase Bank,
N.A.), as Indenture Trustee, Crown Castle USA Inc., as Manager, Crown Castle
GT Holding Sub LLC, as Member of Crown Castle GT Company LLC, and
Crown Castle Atlantic LLC, as Member of Crown Atlantic Company LLC
8-K
001-16441
December 5,
2006
10.2
104

Incorporated by Reference
Exhibit Number
Exhibit Description
Form
File Number
Date of Filing
Exhibit
Number
10.32
Servicing Agreement, dated as of June 8, 2005, by and among Midland Loan
Services, Inc., as Servicer, and JPMorgan Chase Bank, N.A., as Indenture
Trustee
8-K
001-16441
June 9, 2005
10.3
10.33
Master Lease and Sublease, dated as of May 26, 2005, by and among STC One
LLC, as lessor, Sprint Telephony PCS L.P., as Sprint Collocator, Global Signal
Acquisitions II LLC, as lessee, and Global Signal Inc.
8-K
001-32168

May 27, 2005
10.1
10.34
Master Lease and Sublease, dated as of May 26, 2005, by and among STC Two
LLC, as lessor, SprintCom, Inc., as Sprint Collocator, Global Signal Acquisitions
II LLC, as lessee, and Global Signal Inc.
8-K
001-32168

May 27, 2005
10.2
10.35
Master Lease and Sublease, dated as of May 26, 2005, by and among STC Three
LLC, as lessor, American PCS Communications, LLC, as Sprint Collocator,
Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.
8-K
001-32168

May 27, 2005
10.3
10.36
Master Lease and Sublease, dated as of May 26, 2005, by and among STC Four
LLC, as lessor, PhillieCo, L.P., as Sprint Collocator, Global Signal Acquisitions
II LLC, as lessee, and Global Signal Inc.
8-K
001-32168

May 27, 2005
10.4
10.37
Master Lease and Sublease, dated as of May 26, 2005, by and among STC Five
LLC, as lessor, Sprint Spectrum L.P., as Sprint Collocator, Global Signal
Acquisitions II LLC, as lessee, and Global Signal Inc.
8-K
001-32168

May 27, 2005
10.5
10.38
Master Lease and Sublease, dated as of May 26, 2005, by and among STC Six
Company, Sprint Spectrum L.P., as Sprint Collocator, Global Signal Acquisitions
II LLC, as lessee, and Global Signal Inc.
8-K
001-32168

May 27, 2005
10.6
10.39
Management Agreement, dated as of July 31, 2009, by and among Crown Castle
USA Inc., as Manager, and Pinnacle Towers Acquisition Holdings LLC, and the
direct and indirect subsidiaries of Pinnacle Towers Acquisition Holdings LLC,
collectively, as Owners
8-K
001-16441
August 4, 2009
10.1
10.40
Cash Management Agreement, dated as of July 31, 2009, by and among Pinnacle
Towers Acquisition Holdings LLC, Pinnacle Towers Acquisition LLC, GS
Savings Inc., GoldenState Towers, LLC, Tower Ventures III, LLC and TVHT,
LLC, as Issuers, The Bank of New York Mellon Trust Company, N.A., as
Indenture Trustee, and Crown Castle USA Inc., as Manager
8-K
001-16441
August 4, 2009
10.2
10.41
Servicing Agreement, dated as of July 31, 2009, by and among Midland Loan
Services, Inc., as Servicer, and The Bank of New York Mellon Trust Company,
N.A., as Indenture Trustee
8-K
001-16441
August 4, 2009
10.3
10.42
Management Agreement, dated as of December 24, 2012, by and among Crown
Castle USA Inc., as Manager, and CC Holdings GS V LLC, Global Signal
Acquisitions LLC, Global Signal Acquisitions II LLC, Pinnacle Towers LLC and
the direct and indirect subsidiaries of Pinnacle Towers LLC, collectively, as
Owners
8-K
001-16441
December 28,
2012
10.1
10.43
Master Prepaid Lease, dated as of November 30, 2012, by and among T-Mobile
USA Tower LLC, T-Mobile West Tower LLC, T-Mobile USA, Inc. and CCTMO
LLC
10-K
001-16441
February 12,
2013
10.40
10.44
MPL Site Master Lease Agreement, dated as of November 30, 2012, by and
among T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc.,
VoiceStream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC,
Wireless Alliance, LLC, SunCom Wireless Operating Company, L.L.C., T-
Mobile USA, Inc. and CCTMO LLC
10-K
001-16441
February 12,
2013
10.41
105

Incorporated by Reference
Exhibit Number
Exhibit Description
Form
File Number
Date of Filing
Exhibit
Number
10.45
Sale Site Master Lease Agreement, dated as of November 30, 2012, by and
among T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc.,
VoiceStream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC,
Wireless Alliance, LLC, SunCom Wireless Operating Company, L.L.C., T-
Mobile USA, Inc., T3 Tower 1 LLC and T3 Tower 2 LLC
10-K
001-16441
February 12,
2013
10.42
10.46
Management Agreement, dated as of November 30, 2012, by and among
SunCom Wireless Operating Company, L.L.C., Cook Inlet/VS GSM IV PCS
Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC,
Powertel/Memphis, Inc., VoiceStream Pittsburgh, L.P., T-Mobile West LLC, T-
Mobile Northeast LLC, Wireless Alliance, LLC, SunCom Wireless Property
Company, L.L.C., T-Mobile USA Tower LLC, T-Mobile West Tower LLC,
CCTMO LLC, T3 Tower 1 LLC and T3 Tower 2 LLC
10-K
001-16441
February 12,
2013
10.43
10.47
Master Agreement dated as of October 18, 2013, among AT&T Inc. and Crown
Castle International Corp.
8-K
001-16441
October 21, 2013
10.1
10.48
Master Prepaid Lease, dated as of December 16, 2013, by and among CCATT
LLC, AT&T Mobility LLC and the AT&T Lessors party thereto
10-K
001-16441
February 24,
2014
10.49
10.49
MPL Site Master Lease Agreement, dated as of December 16, 2013, by and
among CCATT LLC, AT&T Mobility LLC and the AT&T Collocators party
thereto
10-K
001-16441
February 24,
2014
10.50
10.50
Sale Site Master Lease Agreement, dated as of December 16, 2013, by and
among AT&T Mobility LLC, the AT&T Collocators party thereto and the Tower
Operators party thereto
10-K
001-16441
February 24,
2014
10.51
10.51
Management Agreement, dated as of December 16, 2013, by and among CCATT
LLC, the Sale Site Subsidiaries party thereto, the AT&T Newcos party thereto
and the AT&T Contributors party thereto
10-K
001-16441
February 24,
2014
10.52
10.52
Credit Agreement dated as of January 21, 2016, among Crown Castle
International Corp., the lenders and issuing banks party thereto and JPMorgan
Chase Bank, N.A., as administrative agent
8-K
001-16441
January 22, 2016
10.1
10.53
Amendment No. 1 dated as of February 13, 2017, among Crown Castle
International Corp., the lenders and issuing banks party thereto, and JPMorgan
Chase Bank, N.A., as administrative agent, to the Credit Agreement dated as of
January 21, 2016, by and among Crown Castle International Corp., the lenders
and issuing banks from time to time party thereto and JPMorgan Chase Bank,
N.A., as administrative agent
8-K
001-16441
February 13,
2017
10.1
10.54
Amendment No. 2 dated as of August 29, 2017, among Crown Castle
International Corp., the lenders and issuing banks party thereto, and JPMorgan
Chase Bank, N.A., as administrative agent, to the Credit Agreement dated as of
January 21, 2016, by and among Crown Castle International Corp., the lenders
and issuing banks from time to time party thereto and JPMorgan Chase Bank,
N.A., as administrative agent
8-K
001-16441
August 29, 2017
10.1
10.55
Amendment No. 3 dated as of June 14, 2018, among Crown Castle International
Corp., the lenders and issuing banks party thereto, and JPMorgan Chase Bank,
N.A., as administrative agent, to the Credit Agreement dated as of January 21,
2016, by and among Crown Castle International Corp., the lenders and issuing
banks from time to time party thereto and JPMorgan Chase Bank, N.A., as
administrative agent
8-K
001-16441
June 14, 2018
10.1
10.56
Amendment No. 4 dated as of March 20, 2019, among Crown Castle
International Corp., the lenders and issuing banks party thereto, and JPMorgan
Chase Bank, N.A., as administrative agent, to the Credit Agreement dated as of
January 21, 2016, by and among Crown Castle International Corp., the lenders
and issuing banks from time to time party thereto and JPMorgan Chase Bank,
N.A., as administrative agent
8-K
001-16441

March 20, 2019
10.1
106

Incorporated by Reference
Exhibit Number
Exhibit Description
Form
File Number
Date of Filing
Exhibit
Number
10.57
Amendment No. 5 dated as of June 21, 2019, among Crown Castle International
Corp., the lenders and issuing banks party thereto, and JPMorgan Chase Bank,
N.A., as administrative agent, to the Credit Agreement dated as of January 21,
2016, by and among Crown Castle International Corp., the lenders and issuing
banks from time to time party thereto and JPMorgan Chase Bank, N.A., as
administrative agent
8-K
001-16441

June 21, 2019
10.1
10.58
Amendment No. 6 dated as of June 18, 2021, among Crown Castle International
Corp., the lenders and issuing banks party thereto, and JPMorgan Chase Bank,
N.A., as administrative agent, to the Credit Agreement dated as of January 21,
2016, by and among Crown Castle International Corp., the lenders and issuing
banks from time to time party thereto and JPMorgan Chase Bank, N.A., as
administrative agent
8-K
001-16441
June 22, 2021
10.1
10.59
Amendment No. 7 dated as of July 8, 2022, among Crown Castle International
Corp., the lenders and issuing banks party thereto, and JPMorgan Chase Bank,
N.A., as administrative agent, to the Credit Agreement dated as of January 21,
2016, by and among Crown Castle International Corp., the lenders and issuing
banks from time to time party thereto and JPMorgan Chase Bank, N.A., as
administrative agent
8-K
001-16441
July 8, 2022
10.1
10.60
Form of Dealer Agreement among Crown Castle International Corp. and the
Dealer party thereto
8-K
001-16441

April 8, 2019
10.1
10.61
Cooperation Agreement, between Crown Castle Inc., Elliott Investment
Management L.P., Elliott Associates, L.P., and Elliott International, L.P., dated
December 19, 2023
8-K
001-16441
December 20,
2023
10.1
10.62
Amendment to Cooperation Agreement, between Crown Castle Inc., Elliott
Investment Management L.P., Elliott Associates, L.P., and Elliott International,
L.P., dated March 3, 2024
8-K
001-16441
March 4, 2024
10.1
10.63
Form of Sales Agreement, dated March 20, 2024, between the Company and
each of BofA Securities, Inc., Barclays Capital Inc., BNP Paribas Securities
Corp., BTIG, LLC, Citigroup Global Markets Inc., Credit Agricole Securities
(USA) Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA
LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC
Capital Markets, LLC, Scotia Capital (USA) Inc., SG Americas Securities, LLC,
TD Securities (USA) LLC and Truist Securities, Inc.
8-K
001-16441
March 20, 2024
1.1
19*
Insider Trading Policy
—
—
—
—
21*
Schedule of Subsidiaries of Crown Castle Inc.
—
—
—
—
23.1*
Consent of PricewaterhouseCoopers LLP
—
—
—
—
24*
Power of Attorney (included on signature page of this annual report)
—
—
—
—
31.1*
Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-
Oxley Act of 2002
—
—
—
—
31.2*
Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-
Oxley Act of 2002
—
—
—
—
32.1**
Certification of Chief Executive Officer and Chief Financial Officer pursuant to
Section 906 of Sarbanes-Oxley Act of 2002
—
—
—
—
97†
Crown Castle Inc. Incentive Compensation Recovery Policy
10-K
001-16441
February 23,
2024
97
107

Incorporated by Reference
Exhibit Number
Exhibit Description
Form
File Number
Date of Filing
Exhibit
Number
101*
The following financial statements from Crown Castle Inc.'s Annual Report on
Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL: (i)
Consolidated Balance Sheet, (ii) Consolidated Statement of Operations and
Comprehensive Income (Loss), (iii) Consolidated Statement of Cash Flows, (iv)
Consolidated Statement of Equity, and (v) Notes to Consolidated Financial
Statements, tagged as blocks of text and including detailed tags
—
—
—
—
104*
The cover page from Crown Castle Inc.'s Annual Report on Form 10-K for the
year ended December 31, 2024, formatted in Inline XBRL
—
—
—
—
*    Filed herewith.
**    Furnished herewith.
†    Indicates management contract or compensatory plan or arrangement.
Item 16.     Form 10-K Summary
N/A
108

CROWN CASTLE INC. AND SUBSIDIARIES
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022
(In millions of dollars)
 
 
Additions
Deductions
 
 
Balance at Beginning of
Year
Charged to Operations
Written Off
Balance at

End of Year
Allowance for Credit Losses:
2024
$
19 
$
9 
$
(6)
$
22 
2023
$
19 
$
11 
$
(11)
$
19 
2022
$
17 
$
8 
$
(6)
$
19 
 
 
Additions
Deductions
 
 
Balance at Beginning of
Year
Charged to Operations
Credited to Operations
Balance at

End of Year
Deferred Tax Valuation Allowance:
2024
$
2 
$
1 
$
— 
$
3 
2023
$
2 
$
— 
$
— 
$
2 
2022
$
— 
$
2 
$
— 
$
2 
109

CROWN CASTLE INC. AND SUBSIDIARIES
SCHEDULE III—SCHEDULE OF REAL ESTATE AND ACCUMULATED DEPRECIATION
YEARS ENDED DECEMBER 31, 2024, 2023 and 2022
(In millions of dollars)
Description
Encumbrances
Initial Cost to
Company
Cost Capitalized
Subsequent to
Acquisition
Gross Amount
Carried at Close of
Current Period
Accumulated
Depreciation at Close
of Current Period
Date of Construction
Date Acquired
Life on Which
Depreciation in
Latest Income
Statement is
Computed
Communications
infrastructure
$
1,782 
$
30,474  $
(15,049)
Various
Various
Up to 20 years
(a)
Includes (1) more than 40,000 towers, (2) approximately 105,000 small cell nodes either currently generating revenue or under contract and (3) approximately 90,000 route miles of fiber. No
single asset exceeds 5% of the aggregate gross amounts at which the assets were carried at the close of the period set forth in the table above.
(b)
Encumbrances are reported at face value, without contemplating the effect of deferred financing costs, discounts or premiums. Certain of the Company's debt is secured by (1) a security interest
in substantially all of the applicable issuers' assignable personal property, (2) a pledge of the equity interests in each applicable issuer and (3) a security interest in the applicable issuers' leases
with tenants to lease tower space (space licenses).
(c)
The Company has omitted this information, as it would be impracticable to compile such information on an asset-by-asset basis.
2024
2023
2022
Gross amount at beginning
$
29,383 
$
27,936 
$
26,679 
Additions during period:
Acquisitions through foreclosure
— 
— 
— 
Other acquisitions
10 
50 
32 
Communications infrastructure construction and improvements
1,063 
1,254 
1,138 
Purchase of land interests
58 
64 
53 
Sustaining capital expenditures
59 
52 
52 
Other
78 
105 
127 
Total additions
1,268 
1,525 
1,402 
Deductions during period:
Cost of real estate sold or disposed
(177)
(78)
(145)
Other
— 
— 
— 
Total deductions
(177)
(78)
(145)
Balance at end
$
30,474 
$
29,383 
$
27,936 
(a)
Includes acquisitions of communications infrastructure.
(b)
Predominately relates to (1) the purchase of property and equipment under finance leases and installment land purchases, (2) asset retirement obligations and (3) capitalized stock-based
compensation.
2024
2023
2022
Gross amount of accumulated depreciation at beginning
$
(13,817)
$
(12,649)
$
(11,582)
Additions during period:
Depreciation
(1,257)
(1,222)
(1,181)
Total additions
(1,257)
(1,222)
(1,181)
Deductions during period:
Amount for assets sold or disposed
22 
38 
105 
Other
3 
16 
9 
Total deductions
25 
54 
114 
Balance at end
$
(15,049)
$
(13,817)
$
(12,649)
(a)
(b)
(c)
(c)
(a)
(b)
110

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this 2024 Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 14th day of March, 2025.
CROWN CASTLE INC.
By:  
/s/    DANIEL K. SCHLANGER
 
Daniel K. Schlanger

Executive Vice President and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven J. Moskowitz and Edward
B. Adams, Jr. and each of them, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and re-substitution for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and all documents relating to the 2024 Form 10-K, including any and all amendments
and supplements thereto, for the year ended December 31, 2024 and to file the same with all exhibits thereto and other documents in connection therewith with
the Securities and Exchange Commission granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully as to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, this 2024 Form 10-K has been signed below by
the following persons on behalf of the Registrant and in the capacities indicated below on this 14th day of March, 2025.
111

Name
Title
/s/    STEVEN J. MOSKOWITZ
President, Chief Executive Officer and Director
Steven J. Moskowitz
(Principal Executive Officer)
/s/    DANIEL K. SCHLANGER
Executive Vice President and Chief Financial Officer
Daniel K. Schlanger
(Principal Financial Officer)
/s/   ROBERT S. COLLINS
Vice President and Controller
Robert S. Collins
(Principal Accounting Officer)
/s/    P. ROBERT BARTOLO
Chair of the Board of Directors
P. Robert Bartolo
/s/    CINDY CHRISTY
Director
Cindy Christy
/s/    ARI Q. FITZGERALD
Director
Ari Q. Fitzgerald
/s/    JASON GENRICH
Director
Jason Genrich
/s/    ANDREA J. GOLDSMITH
Director
Andrea J. Goldsmith
/s/    TAMMY K. JONES
Director
Tammy K. Jones
/s/    KEVIN T. KABAT
Director
Kevin T. Kabat
/s/ ANTHONY J. MELONE
Director
Anthony J. Melone
/s/ SUNIT PATEL
Director
Sunit Patel
/s/ BRADLEY E. SINGER
Director
Bradley E. Singer
/s/    KEVIN A. STEPHENS
Director
Kevin A. Stephens
/s/    MATTHEW THORNTON III
Director
Matthew Thornton III
112

Exhibit 4.38
DESCRIPTION OF COMMON STOCK
The following description set forth certain general terms of our common stock. While we believe that the following description covers
the material terms of our common stock, the descriptions may not contain all of the information that is important to you. The descriptions set
forth below are not complete and are subject to, and qualified in their entirety by, our Restated Certificate of Incorporation (“Charter”), our
Second Amended and Restated By-laws, as amended (“By-laws”) and the General Corporation Law of the State of Delaware (“DGCL”). Copies
of our Charter and By-laws are filed as exhibits to the Annual Report on Form 10-K. You are urged to read the Charter and the By-laws in their
entirety.
As used in this Description of Common Stock, unless otherwise expressly stated or the context otherwise requires, the terms “Company,”
“Crown Castle,” “we,” “our” and “us” refer to Crown Castle Inc. (formerly, Crown Castle International Corp.) and not to any of its subsidiaries.
Authorized Capital
Pursuant to the Charter, the Company is authorized to issue a total of 1,200,000,000 shares of common stock, with a par value of $0.01
per share (“Common Stock“). Shares of our Common Stock are listed for trading on the NYSE under the trading symbol “CCI.”
Common Stock
Voting Rights
Each share of our Common Stock is entitled to one vote. Holders of our Common Stock vote together as a single class on all matters
presented for a vote of the stockholders, except as provided under the DGCL. See also “Charter and By-laws-Election and Removal of Directors”
below.
Dividends and Liquidation Rights
Each share of our Common Stock is entitled to receive dividends if, as and when declared by our board of directors out of funds legally
available for that purpose, subject to certain rights of holders of preferred stock. In the event of our voluntary or involuntary liquidation,
dissolution or winding up, after satisfaction of amounts payable to our creditors and distribution of any preferential amounts to the holders of
outstanding preferred stock, holders of our Common Stock are entitled to share ratably in the assets available for distribution to the stockholders.
Other Provisions
The holders of our Common Stock have no preemptive, subscription or redemption rights and are not entitled to the benefit of any
sinking fund. All outstanding shares of Common Stock are validly issued, fully paid and nonassessable. Under the DGCL, stockholders generally
are not personally liable for a corporation’s acts or debts.
Charter and By-laws
Stockholders’ rights and related matters are governed by our Charter, By-laws and the DGCL. Certain provisions of our Charter and By-
laws, descriptions of which are summarized or otherwise
1

incorporated within this Description of Common Stock, may have the effect, either alone or in combination with each other, of discouraging or
making more difficult a tender offer or takeover attempt that is opposed by our board of directors but that a stockholder might consider to be in
its best interest. Such provisions may also adversely affect prevailing market prices for our Common Stock. We believe that such provisions are
necessary to enable us to develop our business in a manner that will foster our long-term growth without disruption caused by the threat of a
takeover not deemed by our board of directors to be in our best interests and those of our stockholders.
Election and Removal of Directors
The Charter provides for the annual election of directors on our board of directors.
The Charter also provides that any director, except for directors who may be elected by the holders of any series of preferred stock, may
be removed from office at any time, with or without cause, only by the affirmative vote of the holders of at least 80% of the voting power of the
then outstanding Voting Stock, voting together as a single class. “Voting Stock” is defined in the Charter as the outstanding shares of our capital
stock entitled to vote in a general vote of our stockholders as a single class with shares of our Common Stock.
No Stockholder Action by Written Consent
The Charter prohibits stockholders from taking action by written consent in lieu of an annual or special meeting, and, thus, stockholders
may only take action at an annual or special meeting called in accordance with the By-laws. This provision would prevent the holders of a
majority of the voting power of our capital stock entitled to vote from unilaterally using the written consent procedure to take stockholder action.
Special Meeting of Stockholders
The By-laws provide that special meetings of the stockholders may be called at any time by (a) our secretary, chief executive officer or
president at the direction of our board of directors pursuant to a resolution adopted by the board of directors; (b) the chief executive officer; or (c)
the secretary at the written request in proper form, made in accordance with the By-laws, of one or more stockholders of record owning at least
25% of the outstanding common stock as of the date such request is delivered to the Company.
Advance Notice Requirements for Stockholder Proposals and Director Nominations; Proxy Access
The By-laws establish advance notice and other procedural requirements for stockholder proposals and the nomination, other than by or
at the direction of the board of directors, of candidates for election as directors. These procedures provide that the notice of stockholder proposals
and stockholder nominations for the election of directors at an annual meeting must be in writing and received by our secretary at least 90 days
but not more than 120 days prior to the first anniversary of our preceding year’s annual meeting. However, if the date of our annual meeting is
more than 30 days earlier than, or more than 90 days later than, the anniversary date of our preceding year’s annual meeting, notice by a
Proposing Person (as defined in the By-laws) will be considered timely if it is delivered not earlier than the 120th day prior to such annual
meeting of stockholders and not later than the later of the 90th day prior to such annual meeting or the 10th day following the day on which
public disclosure of the date of
2

the annual meeting was made. The notice of nominations for the election of directors must set forth certain information concerning the Proposing
Person giving the notice and each proposed nominee. In addition, the notice as to any other business that the Proposing Person proposes to bring
before the meeting must set forth certain information regarding such other proposed business.
By requiring advance notice of nominations by Proposing Persons, these procedures afford our board of directors an opportunity to
consider the qualifications of the proposed nominees and, to the extent deemed necessary or desirable by the board of directors, to inform
stockholders about these qualifications. By requiring advance notice of other proposed business, these procedures provide our board of directors
with an opportunity to inform stockholders of any business proposed to be conducted at a meeting, together with any recommendations as to the
board of directors’ position on action to be taken on such business. This should allow stockholders to better decide whether to attend a meeting
or to grant a proxy for the disposition of any such business.
Our By-laws also contain a proxy access right provision to permit a stockholder, or group of up to 20 stockholders, who owns (and
continues to own) 3% or more of our outstanding Common Stock and has continuously owned our Common Stock for at least three years to
nominate and include in our proxy materials candidates for election as directors of the Company. Such stockholders or groups of stockholders
may nominate up to the greater of two individuals or 20% of the board of directors, provided that the stockholders and the nominees satisfy the
notice requirements specified in the By-laws and comply with the other procedural requirements.
Dilution
The Charter provides that our board of directors is authorized to create and issue, whether or not in connection with the issuance and sale
of any of its stock or other securities or property, rights entitling the holders to purchase from us shares of stock or other securities of us or of any
other corporation. Our board of directors is authorized to issue these rights even though the creation and issuance of these rights could have the
effect of discouraging third parties from seeking, or impairing their right to seek, to:
•
acquire a significant portion of our outstanding securities;
•
engage in any transaction which might result in a change of control of the corporation; or
•
enter into any agreement, arrangement or understanding with another party to accomplish these
•
transactions or for the purpose of acquiring, holding, voting or disposing of any of our securities.
Amendments
The Charter and the By-laws provide that we may amend, alter, change or repeal any provision contained in the Charter or a preferred
stock designation. However, the affirmative vote of the holders of at least 80% of the voting power of the then outstanding Voting Stock, voting
together as a single class, is required to amend, repeal or adopt any provision inconsistent with certain provisions of the Charter, including the
provisions discussed above relating to the issuance of stockholder rights and prohibiting stockholder action by written consent.
Unless a higher percentage is required by the Charter as to any matter which is the subject of the By-laws, the By-laws may be amended
by either the holders of a majority of the voting power of the then
3

outstanding voting stock (as such term is defined in the By-laws), voting together as a single class, or by the majority of the board, but the board
may alter, amend or repeal or adopt new by-laws in conflict with certain of the By-law provisions only by a two-thirds vote of the entire board.
Section 203 of the Delaware General Corporation Law
We are subject to the provisions of Section 203 of the DGCL which generally prohibit certain transactions between a Delaware
corporation and an interested stockholder for a period of three years after the date such interested stockholder acquired its stock, unless:
•
the business combination is approved by the corporation’s board of directors prior to the date the interested stockholder acquired
shares;
•
the interested stockholder acquired at least 85% of the voting stock of the corporation in the transaction in which it became an
interested stockholder; or
•
the business combination is approved by a majority of the board of directors and by the affirmative vote of two-thirds of the
outstanding voting stock owned by disinterested stockholders at an annual or special meeting.
A business combination is defined broadly to include mergers, consolidations, sales or other dispositions of assets having an aggregate
value of 10% or more of the consolidated assets of the corporation, and certain transactions that would increase the interested stockholder’s
proportionate share ownership in the corporation. In general, Section 203 defines an interested stockholder as an entity or person beneficially
owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by
such entity or person.
Exclusive Forum
The By-laws provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any
derivative action or proceeding brought on behalf of us, (b) any action asserting a claim of breach of a fiduciary duty owed by any of our current
or past directors, officers or other employees to us or any of our stockholders (including any beneficial owner of our stock), (c) any action
asserting a claim arising pursuant to any provision of the DGCL, the Charter or the By-Laws and (d) any action asserting a claim governed by the
internal affairs doctrine, will, to the fullest extent permitted by law, be the Court of Chancery of the State of Delaware or, if such court lacks
jurisdiction, any state or federal court in the state of Delaware that has jurisdiction. The By-laws also provide that, unless we consent in writing
to the selection of an alternative forum, the U.S. federal courts shall be the sole and exclusive forum for the resolution of any action asserting a
cause of action arising under the Securities Act of 1933, as amended. The By-laws also provide that any person (including any entity) purchasing
or otherwise acquiring or holding any interest in shares of our capital stock will be deemed to have notice of and consented to the exclusive
forum provisions in the By-laws.
Limitations of Directors’ and Officers' Liability
The DGCL authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their
stockholders for monetary damages for breaches of directors’ or officers’ fiduciary duties, except for eliminating or limiting the liability of:
•
a director or officer for any breach of the director’s or officer’s duty of loyalty to us or our stockholders;
4

•
a director or officer for acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
•
a director under Section 174 of the DGCL;
•
a director or officer for any transaction from which the director or officer derived an improper personal benefit; and
•
an officer in any action by or in the right of the corporation.
The Charter provides that none of our directors or officers will be personally liable to us or our stockholders for monetary damages for
breach of fiduciary duty as a director or officer to the fullest extent permitted by the DGCL, as currently in effect or hereafter amended.
The effect of these provisions is to eliminate our rights and the rights of our stockholders (through stockholders’ derivatives suits on
behalf of us with respect to actions brought against directors) to recover monetary damages against a director or officer for breach of fiduciary
duty as a director or officer (including breaches resulting from grossly negligent behavior), except in the situations described above. These
provisions do not limit the liability of directors or officers under federal securities laws, do not limit the ability to bring an action against an
officer on behalf of us (through a stockholders’ derivative suit), and do not affect the availability of equitable remedies such as an injunction or
rescission based upon a director’s or officer’s breach of his duty of care.
Ownership Limitations and Transfer Restrictions
To facilitate our continued qualification as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended
(“Code”), the Charter contains ownership limitations and transfer restrictions on our capital stock. These ownership limitations and transfer
restrictions could delay, defer or prevent a transaction or a change in control of us that might involve a premium price for our capital stock or
otherwise be in the best interest of our stockholders. All certificates representing shares of capital stock bear a legend describing such ownership
limitations and transfer restrictions.
In order for us to continue to satisfy the requirements for REIT qualification under the Code, our capital stock must be beneficially
owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year.
Also, not more than 50% of the value of the outstanding shares of our capital stock may be owned, directly or indirectly, by five or fewer
“individuals” (as defined in the Code to include certain entities such as private foundations) during the last half of a taxable year. To satisfy these
ownership requirements and other requirements for continued qualification as a REIT and to otherwise protect us from the consequences of a
concentration of ownership among our stockholders, the Charter contains provisions limiting the ownership and restricting the transfer of shares
of our capital stock.
The relevant section of the Charter provides that, among other things and subject to certain exceptions described below, no “Person” (as
defined in the Charter) may beneficially or constructively own, or be deemed to beneficially or constructively own by virtue of the attribution
provisions of the Code, more than 9.8%, by value or number of shares, whichever is more restrictive, of the outstanding shares of our Common
Stock (which restriction we refer to as the “common stock ownership limit”), or 9.8% in aggregate value of the outstanding shares of all classes
and series of our capital stock (which restriction we refer to as the “aggregate stock ownership limit”).
The applicable constructive ownership rules under the Code are complex and may cause capital stock owned actually or constructively
by a group of related individuals or entities to be treated as owned
5

by one individual or entity. As a result, the acquisition of less than 9.8% in value of our outstanding capital stock or less than 9.8% in value or
number of our outstanding shares of Common Stock (including through the acquisition of an interest in an entity that owns, actually or
constructively, our Common Stock) by an individual or entity could nevertheless cause that individual or entity, or another individual or entity, to
own, constructively or beneficially, in excess of 9.8% in value of our outstanding capital stock or 9.8% in value or number of our outstanding
shares of Common Stock. The number and value of our outstanding shares of capital stock (or any class or series thereof) beneficially or
constructively owned by any individual or entity shall be determined by our board of directors, whose determination shall be binding and
conclusive.
Our board of directors, in its sole discretion, may (prospectively or retroactively) exempt a person from the aggregate stock ownership
limit and common stock ownership limit described above and may establish different limits on ownership for any such person (which we refer to
as an “excepted holder limit”) and may (prospectively or retroactively) increase any excepted holder limit with respect to any person. However,
our board of directors may not exempt any person or increase an excepted holder limit for any person whose ownership of outstanding capital
stock would violate the other provisions on transferability and ownership set forth in the Charter and described below. In order to be considered
by our board of directors for an exemption from the aggregate stock ownership limit and common stock ownership limit or for an increase in an
excepted holder limit, a person must make such representations and undertakings as our board of directors determines are reasonably necessary
to determine that no person’s beneficial or constructive ownership of our capital stock will violate the other provisions on transferability and
ownership set forth in the Charter and described below, and that such person does not and will not own, actually or constructively, an interest in a
tenant of ours that would cause us to own, actually or constructively, more than a 9.9% interest in such tenant. As a condition to such exemption
or such increase in an excepted holder limit, our board of directors may require an opinion of counsel or Internal Revenue Service ruling
satisfactory to our board of directors and may impose such other conditions or restrictions as it deems necessary, appropriate or desirable in
connection with granting such exemption or such increase in an excepted holder limit.
Our board of directors, in its sole discretion, may also increase or decrease the aggregate stock ownership limit and common stock
ownership limit for all stockholders, provided that the new ownership limits would not allow five or fewer persons to beneficially own more than
49.9% of the value of our outstanding capital stock. A reduced aggregate stock ownership limit and common stock ownership limit will not apply
to any person whose percentage ownership of our capital stock or our Common Stock, as applicable, is in excess of such decreased ownership
limit, until such time as such person’s percentage ownership of our capital stock or our Common Stock, as applicable, equals or falls below such
decreased ownership limit. However, until such time as such person’s percentage ownership of our capital stock or our Common Stock, as
applicable, falls below such decreased ownership limit any further acquisition of our capital stock or our Common Stock, as applicable, will be in
violation of the decreased ownership limit.
The Charter further prohibits:
•
any person from beneficially owning shares of our capital stock to the extent that such beneficial ownership would result in our
being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held
during the last half of a taxable year);
•
any person from beneficially or constructively owning shares of our capital stock to the extent that such beneficial or constructive
ownership would otherwise result in our failing to
6

qualify as a REIT (including, but not limited to, beneficial ownership or constructive ownership that would result in our actually
owning or constructively owning an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived
by us from such tenant would cause us to fail to satisfy any of the gross income requirements of Section 856(c) of the Code);
•
any person from beneficially or constructively owning shares of our capital stock to the extent such beneficial or constructive
ownership could result in our failing to qualify as a “domestically controlled qualified investment entity” within the meaning of
Section 897(h)(4)(B) of the Code; and
•
any person from transferring shares of our capital stock if such transfer would result in shares of our capital stock being beneficially
owned by fewer than 100 persons (determined under the principles of Section 856(a)(5) of the Code).
The foregoing provisions on transferability and ownership, including the aggregate stock ownership limit and common stock ownership
limit, will not apply if our board of directors determines that it is no longer in our best interests to continue to qualify as a REIT.
Any person who acquires or attempts or intends to acquire beneficial or constructive ownership of shares of our capital stock that will or
may violate the aggregate stock ownership limit and common stock ownership limit or any of the other foregoing restrictions on transferability
and ownership will be required to give written notice to us immediately (or, in the case of a proposed or attempted transaction, written notice at
least 15 days prior to such transaction) and provide us with such other information as we may request in order to determine the effect, if any, of
such transfer on our status as a REIT and to ensure compliance with the aggregate stock ownership limit and common stock ownership limit.
Pursuant to the Charter, if there is any purported transfer of our capital stock or other event or change of circumstances that, if effective,
would violate any of the restrictions described above, then the number of shares causing the violation (rounded up to the nearest whole share)
will be automatically transferred to a trust for the exclusive benefit of a designated charitable beneficiary, except that any transfer that results in
the violation of the restriction relating to our capital stock being beneficially owned by fewer than 100 persons will be automatically void and of
no force or effect. The automatic transfer will be effective as of the close of business on the business day prior to the date of the purported
transfer or other event or change of circumstances that requires the transfer to the trust. We refer below to the person that would have owned the
shares if they had not been transferred to the trust as the “purported transferee.” No purported transferee shall acquire any rights in such shares
and any dividend or other distribution paid to the purported transferee, prior to our discovery that the shares had been automatically transferred to
a trust as described above, must be repaid to the trustee upon demand. If the transfer to the trust as described above is not automatically effective,
for any reason, to prevent violation of the applicable restriction contained in the Charter, then the transfer of the excess shares will be
automatically void and of no force or effect.
Shares of our capital stock transferred to the trustee are deemed to be offered for sale to us or our designee at a price per share equal to
the lesser of (i) the price per share paid by the purported transferee for the shares or, if the purported transferee did not give value for the shares
in connection with the event causing the shares to be held in trust (e.g., in the case of a gift, devise or other such transaction), the market price on
the day of such event and (ii) the market price of the shares on the date we accept, or our designee accepts, such offer. We have the right to accept
such offer until the trustee has sold the shares of our capital stock held in the trust pursuant to the clauses discussed below. We may reduce the
amount payable to the purported transferee by the amount of dividends or other distributions that we paid to the
7

purported transferee prior to our discovery that the shares had been transferred to the trust and that is owed by the purported transferee to the
trustee as described above. We shall pay the amount of such reduction to the trustee for the benefit of the charitable beneficiary. Upon a sale to
us, the interest of the charitable beneficiary in the shares sold terminates and the trustee must distribute the net proceeds of the sale to the
purported transferee and any dividends or other distributions held by the trustee shall be paid to the charitable beneficiary.
If we do not buy the shares, the trustee must, within 20 days after receiving notice from us of the transfer of shares to the trust, sell the
shares to a person or entity who could own the shares without violating the restrictions described above. Upon such a sale, the trustee must
distribute to the purported transferee an amount equal to the lesser of (i) the price paid by the purported transferee for the shares or, if the
purported transferee did not give value for the shares in connection with the event causing the shares to be held in trust (e.g., in the case of a gift,
devise or other such transaction), the market price of the shares on the day of the event causing the shares to be held in the trust and (ii) the sales
proceeds (net of commissions and other expenses of sale) received by the trustee for the shares. The trustee may reduce the amount payable to
the purported transferee by the amount of any dividends or other distributions that we paid to the purported transferee before our discovery that
the shares had been transferred to the trust and that is owed by the purported transferee to the trustee as described above. Any net sales proceeds
in excess of the amount payable to the purported transferee will be immediately paid to the charitable beneficiary, together with any dividends or
other distributions held by the trustee with respect to such capital stock. In addition, if prior to our discovery that shares of our capital stock have
been transferred to a trust, such shares of capital stock are sold by a purported transferee, then such shares will be deemed to have been sold on
behalf of the trust and, to the extent that the purported transferee received an amount for or in respect of such shares that exceeds the amount that
such purported transferee was entitled to receive as described above, such excess amount shall be paid to the trustee upon demand and
immediately paid to the charitable beneficiary. The purported transferee will have no rights in the shares held by the trustee.
The trustee will be designated by us and must be unaffiliated with us and with any purported transferee. Prior to the sale of any shares by
the trust, the trustee will receive, in trust for the beneficiary, all dividends and other distributions paid by us with respect to the shares, and may
also exercise all voting rights with respect to the shares.
Subject to the DGCL, effective as of the date that the shares have been transferred to the trust, the trustee will have the authority, at the
trustee’s sole discretion:
•
to rescind as void any vote cast by a purported transferee prior to our discovery that the shares have been transferred to the trust; and
•
to recast the vote in accordance with the desires of the trustee acting for the benefit of the charitable beneficiary of the trust.
However, if we have already taken irreversible corporate action, then the trustee may not rescind and recast the vote.
In addition, if our board of directors determines that a proposed or purported transfer would violate the restrictions on ownership and
transfer of our capital stock set forth in the Charter, our board of directors may take such action as it deems necessary, appropriate or desirable to
refuse to give effect to or to prevent such violation, including causing us to redeem shares of our capital stock, refusing to give effect to the
transfer on our books or instituting proceedings to enjoin the transfer.
8

Within 30 days after the end of each taxable year, every owner of more than 5% (or such lower percentage as required by the Code or the
Treasury regulations thereunder) of the outstanding shares of our capital stock must provide us written notice of the person’s name and address,
the number of shares of each class and series of our capital stock that such person beneficially or constructively owns and a description of the
manner in which the shares are held. Each such owner must also provide us with such additional information as we may request in order to
determine the effect, if any, of such owner’s beneficial or constructive ownership on our qualification as a REIT and to ensure compliance with
the aggregate stock ownership limit and common stock ownership limit. In addition, each beneficial or constructive owner of our capital stock,
and any person (including the stockholder of record) who is holding shares of our capital stock for a beneficial or constructive owner will, upon
demand, be required to provide us with such information as we may request in order to determine our qualification as a REIT and to comply with
the requirements of any taxing authority or governmental authority or to determine such compliance and to ensure compliance with the aggregate
stock ownership limit and common stock ownership limit.
Transfer Agent and Registrar
Computershare Inc. is the transfer agent and registrar for the Company’s Common Stock.
9

Exhibit 10.7
SEVERANCE AGREEMENT
SEVERANCE AGREEMENT ("Agreement") dated effective April 11, 2024 ("Commencement Date") by and between
Crown Castle Inc. and Steven J. Moskowitz (the "Executive").
This Agreement sets forth the terms and conditions of contingent severance arrangements between the Company (as
defined below) and the Executive and cancels and supersedes all other severance related agreements between the parties.
I.
DEFINITIONS
For all purposes hereof, the following defined terms have the meanings set forth below:
1.1
"Accrued Obligations" means all (i) accrued but unpaid Base Salary to the Executive’s Date of Termination, (ii) any
earned but unpaid bonus (other than the Current Annual Bonus and Prior Year Bonus), (iii) up to 80 hours of accrued and
unused PTO if accumulated at the date of Executive’s termination; and (iv) any benefits for which the Executive is eligible
under the terms of any benefit Plan of the Company or its subsidiaries.
1.2
"Annual Bonus" means the Executive’s target annual bonus for the calendar year with the Date of Termination.
1.3
"Base Salary" means the greater of (i) the Executive’s annual base salary as of the date of Executive’s Qualifying
Termination (without taking into account any reductions that constitute Good Reason), or (ii) if applicable, the Executive’s
annual base salary in effect on the date of a Change in Control.
1.4
"Cause" means (i) the Executive’s conviction of, or plea of guilty or nolo contendere to, any criminal violation
involving dishonesty, fraud or breach of trust, or any felony which materially adversely affects the Company, or (ii) willful
engagement by the Executive in gross misconduct in the performance of duties owed the Company that materially
adversely affects the Company.
1.5
"Change in Control" has the meaning set forth on Schedule 1 hereto.
1.6
"Change in Control Period" means the period beginning on the date of a Change in Control and ending on the second
anniversary of that Change in Control.
1.7
"Code" means Internal Revenue Code of 1986, as amended.
1.8
"Company" means Crown Castle Inc. and any successors thereto.
1

1.9
"Current Annual Bonus" means the Executive’s target annual bonus for the calendar year with the Date of
Termination, prorated on a daily basis from the beginning of the calendar year to the Date of Termination.
1.10 "Date of Termination" means the effective date of the termination of the Executive’s employment with the Company
and its subsidiaries (as set forth in the Notice of Termination, if applicable) and interpreted consistently as a "separation
from service" under Section 409A of the Code ("Section 409A").
1.11 "Disability" means the Executive’s inability to perform the primary duties of Executive’s position for at least 180
consecutive days due to a physical or mental impairment and confirmed by a medical examination to the Company’s
satisfaction.
1.12 "Good Reason" means (i) the assignment to the Executive of any duties materially inconsistent with the Executive’s
position, authority, duties or responsibilities as of the date hereof or as of the date immediately preceding a Change in
Control, if applicable, or any other action by the Company that results in a material diminution in such position, authority,
duties or responsibilities; (ii) a decrease in the Executive’s Base Salary or significant decrease in annual or long term bonus
opportunity; (iii) a material reduction in any material benefits or other compensation provided to the Executive; (iv) the
Company requiring the Executive primarily to be based at any office or location other than his principal residence; (v) the
Company’s material failure to comply with its obligations under this Agreement; or (vi) the Company giving Notice (as
defined in Section 2.1 (i)). For purposes of any determination regarding the existence of Good Reason during the Change
in Control Period, any good faith determination by the Executive that Good Reason exists shall be presumed to be correct
unless the Company establishes by clear and convincing evidence that Good Reason does not exist.
1.13 "Non-Qualifying Termination" means any termination of the Executive’s employment with the Company and its
subsidiaries other than a Qualifying Termination.
1.14 "Normal Option Expiration Date" means the normal expiration of each of the Stock Options without taking into
account any accelerated expiration date provisions relating to termination of employment, board membership or otherwise.
1.15 "Notice of Termination" means a written notice of the termination of the Executive’s employment that (i) indicates
the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail, if applicable, the facts
and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so
indicated, and (iii) if the Date of Termination is other than the date of receipt of such notice, specifies the termination date.
The failure by the Executive to set forth in the Notice of Termination any fact or circumstance that contributes to a showing
of Good Reason shall not waive any right of the Executive
2

hereunder or preclude the Executive from asserting such fact or circumstance in enforcing the Executive’s rights hereunder.
1.16 "Performance Awards" means any Stock Options or Restricted Stock Awards granted to Executive with a stock price
performance or other performance requirement for vesting that has not been satisfied as of the Date of Termination;
provided, that employment by the Executive is not a performance requirement.
1.17 "Plan" means any plan, program, practice, arrangement, or policy.
1.18 "Plan Economic Equivalent" means (i) the costs of a reasonable comparable substitute Plan selected by the
Executive and Company for any Plan which does not permit the Executive’s continued participation after the Date of
Termination plus a gross up amount for any increases in net income taxes to the Executive relating to such provision of a
substitute Plan or (ii) if Executive becomes covered by another benefit Plan, the Company’s incremental costs savings of
not providing such benefits to the Executive, commencing 30 days after written notice from Executive to terminate such
benefits plus any additional reasonable Plan or benefit notice or termination period the Company reasonably needs to
receive costs savings.
1.19 "Prior Year Bonus" means the unpaid annual incentive bonus for the year prior to the Date of Termination, if any,
determined in accordance with the Company’s incentive or annual bonus plan for the year prior to the Date of Termination.
1.20 "Qualifying Termination" means (i) the Company’s termination of the Executive’s employment with the Company
for any reason other than for Cause or Disability or death, or (ii) the Executive’s termination of employment with the
Company for Good Reason pursuant to Section 3.1(a). A transfer of the Executive to any subsidiary of the Company shall
not, in and of itself, be considered a termination of employment hereunder as long as Good Reason does not otherwise
exist.
1.21 "Restricted Stock Awards" means restricted stock awards, restricted stock units, phantom stock awards and other
similar equity-based incentive compensation awards granted to the Executive relating to stock of the Company; provided,
such awards exclude Stock Options.
1.22 "Stock Options" means stock options granted to the Executive to acquire stock of the Company.
1.23 "Target" means as to any Performance Awards the greater of (i) 50%, or (ii) the target percentage or amount for such
Performance Awards.
1.24 Other Terms. Other capitalized terms shall have the meaning indicated within this Agreement.
3

II.
TERM AND POSITION
1.1
Term. This Agreement is effective as of the Commencement Date and terminates on the fifth anniversary of the
Commencement Date (the "Term"); provided that, (i) beginning on the fifth anniversary of the Commencement Date and
each anniversary thereafter (each, an "Anniversary Date") the Term shall be extended by 12 months unless either party
provides notice (the "Notice") at least 60 days before any such Anniversary Date of his or its intent to terminate this
Agreement as of such Anniversary Date, and (ii) if a Change in Control occurs during the Term, this Agreement shall not
expire until the later of (a) the expiration of the Term, or (b) the end of the Change in Control Period.
Notwithstanding any other term or provision in this Agreement, the effectiveness of this Agreement is subject to and
conditioned upon Executive assuming the position set forth in Section 2.2 on or about the Commencement Date.
1.2
Position. During the Term, the Executive shall serve as the Company’s President and Chief Executive Officer (or a
similar position) or such other position agreed to in writing by the Company and Executive.
III.
TERMINATION OF EMPLOYMENT
1.1
Termination by the Executive.
(a)
Termination for Good Reason. The Executive may terminate Executive’s employment during the Term for
Good Reason by delivering a Notice of Termination to the Company in accordance with Section 6.8 within 60 days
of the date upon which the Executive has knowledge of the occurrence of the event purported to constitute "Good
Reason" hereunder. The Company shall have 30 days from the date of the Executive’s Notice of Termination for
Good Reason to the Company to cure the Executive’s right to termination for Good Reason.
(b)
Termination Without Good Reason. The Executive may terminate Executive’s employment during the Term
without Good Reason by delivering a Notice of Termination to the Company in accordance with Section 6.8 at least
15 days prior to the effective date of such termination.
1.2
Termination by the Company.
(a)
Termination for Cause. The Company may terminate the Executive’s employment during the Term for Cause
by delivering to the Executive in accordance with Section 6.8 a Notice of Termination and a copy of a resolution,
duly adopted by the affirmative vote of not less than a majority of the entire
4

membership of the Board of Directors of the Company (the "Board"), including at least 66-2/3% of those members
of the Board who are not employees of the Company at a meeting of the Board called and held for the purpose (after
reasonable notice to the Executive and an opportunity for Executive, together with counsel, to be heard before the
Board), finding that in the good faith opinion of the Board, the Executive was guilty of conduct specified in the
definition of "Cause".
(b)
Termination Without Cause. The Company may terminate the Executive’s employment during the Term
without Cause by delivering a Notice of Termination to the Executive in accordance with Section 6.8.
1.3
Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during
the Term. If the Company determines in good faith that the Disability of the Executive has occurred during the Term, it
may give to the Executive a Notice of Termination in accordance with Section 6.8 of this Agreement. In such event, the
Executive’s employment shall terminate effective on the 30th day after receipt of such notice, provided that within the 30
days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties.
IV.
BENEFITS UPON TERMINATION
1.1
Qualifying Termination Not Within the Change in Control Period. If, during the Term, the Executive’s employment
with the Company and its subsidiaries is terminated in a Qualifying Termination and such termination does not occur
during a Change in Control Period:
(a)
the Company shall pay to the Executive in a cash lump sum within 30 days after the Date of Termination, the
sum of (i) all Accrued Obligations and (ii) the product of two (2) times the sum of the Executive’s Base Salary and
Annual Bonus;

(b)
for two (2) years following the Date of Termination, or such longer period as each Plan may provide, the
Company shall continue medical, dental, and vision benefits to the Executive and the Executive’s family at a level at
least equal to those that would have been provided if the Executive’s employment had not been terminated under
such Plan of the Company applicable to the Executive as of the Date of Termination (with payment of the Plan
Economic Equivalent as to each Plan (i) that does not permit the Executive’s continued participation or (ii) that the
Executive becomes covered under another Plan with similar or comparable benefits (after 30 days’ notice to the
Company));

(c)
all Stock Options held by the Executive shall become immediately vested and exercisable, and all Restricted
Stock Awards held by the Executive shall continue to vest as if the Executive was an employee of the Company for
the
5

two (2) year period after the Date of Termination ("Vesting Period"); provided, however, that for purposes of
determining the Vesting Period with respect to Restricted Stock Awards granted to Executive in connection with the
commencement of Executive’s employment with the Company, the Executive shall continue to vest as if the
Executive was an employee of the Company until such Restricted Stock Awards are fully vested;

(d)
the Company shall pay the Executive the Current Annual Bonus when and if (taking into account the
performance conditions) annual bonuses for the year of termination are paid to other executive officers of the
Company;
(e)
the Executive shall be entitled to fully participate in the Company’s 401(k) plan for the calendar year with
the Date of Termination including the Company contributions based upon participation or matching (with payment
of the after-tax economic equivalent if and to the extent such is not permitted under the Company’s 401(k) plan or
by applicable law);

(f)
the Company shall pay to Executive the Prior Year Bonus when and if any annual bonuses for the year prior
to the Date of Termination are paid to other executive officers of the Company; and

(g)
the Executive shall, as of such termination, be released by the Company (including its subsidiaries) from any
and all claims and causes of action of any kind or character arising from Executive’s employment with the Company
(including its subsidiaries and any board membership relating to employment) and the Company shall indemnify and
hold harmless the Executive against any such claims or causes of action to the extent permitted by applicable law.

1.2
Qualifying Termination During the Change in Control Period. If, during the Term, the Executive’s employment with
the Company and its subsidiaries is terminated in a Qualifying Termination and such termination occurs during a Change
in Control Period:
(a)
the Company shall pay to the Executive in a cash lump sum within 30 days after the Date of Termination, the
sum of (i) all Accrued Obligations and (ii) the product of two (2) times the sum of the Executive’s Base Salary and
Annual Bonus;
(b)
for two (2) years following the Date of Termination, or such longer period as each Plan may provide, the
Company shall continue medical, dental, and vision benefits to the Executive and the Executive’s family at a level at
least equal to those that would have been provided if the Executive’s employment had not been terminated under
such Plan of the Company applicable to the Executive as of the Date of Termination (with payment of the Plan
Economic Equivalent as to each Plan (i) that does not permit the Executive’s continued participation or
6

(ii) that the Executive becomes covered by another Plan with similar or comparable benefits (after 30 days’ notice to
the Company));

(c)
all Stock Options and Restricted Stock Awards held by the Executive shall become immediately vested and
such Stock Options shall become immediately exercisable; provided, that the Target shall immediately vest as to any
Performance Awards and the Executive shall continue to vest as to any Performance Awards in excess of Target as if
the Executive was an employee of the Company after the Date of Termination;

(d)
the Company shall pay the Executive the Current Annual Bonus when and if (taking into account the
performance conditions) annual bonuses for the year of termination are paid to other executive officers of the
Company;

(e)
the Executive shall be entitled to fully participate in the Company’s 401(k) plan for the calendar year with
the Date of Termination including the Company contributions based upon participation or matching (with payment
of the after-tax economic equivalent if and to the extent such is not permitted under the Company’s 401(k) plan or
by applicable law);

(f)
the Company shall pay to Executive the Prior Year Bonus when and if any annual bonuses for the year prior
to the Date of Termination are paid to other executive officers of the Company; and

(g)
the Executive shall, as of such termination, be released by the Company (including its subsidiaries) from any
and all claims and causes of action of any kind or character arising from Executive’s employment with the Company
(including its subsidiaries and any board membership relating to employment) and the Company shall indemnify and
hold harmless the Executive against any such claims or causes of action to the extent permitted by applicable law.
Any provision in this Agreement to the contrary notwithstanding, if a Change in Control occurs within six (6)
months after the Date of Termination, which constitutes a change in ownership or effective control of the Company
or a change in the ownership of a substantial portion of its assets within the meaning of such terms under Section
409A, and if it is reasonably demonstrated by the Executive that such termination of employment (x) was at the
request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (y) otherwise
arose in connection with or anticipation of the Change in Control, then for all purposes of this Agreement the
termination of the Executive’s employment shall be deemed to have occurred during a Change in Control Period. In
such circumstance, the incremental taxable payments pursuant to subsections (a)(ii), (b) and (c) as the result of
deemed termination during a Change in Control Period shall be made in the first regularly scheduled
7

payroll date following the Change in Control or, if later, the scheduled date of payment in any bonus or other plan
pursuant to which the payments are made.
1.3
Non-Qualifying Termination.
(a)
If the Executive’s employment with the Company and its subsidiaries is terminated in a Non-Qualifying
Termination, this Agreement shall terminate without further obligations to the Executive other than Accrued
Obligations; provided, that, if the Executive’s employment is terminated due to Executive’s death or Disability, (i)
the Company shall pay to Executive (or his personal representative) the Current Annual Bonus when and if (taking
into account the performance conditions) annual bonuses for the year of the Executive’s death or Disability are paid
to other executive officers of the Company, (ii) the Company shall pay to Executive (or his personal representative)
the Prior Year Bonus when and if any annual bonuses for the year prior to the Executive’s death or Disability are
paid to other executive officers of the Company, and (iii) all Stock Options held by the Executive shall become
immediately vested and exercisable, and all Restricted Stock Awards held by the Executive shall continue to vest as
if the Executive was an employee of the Company for the Vesting Period.
(b)
Notwithstanding the provisions of Section 4.3(a) above, if the Executive’s employment with the Company
and its subsidiaries terminates in a Non-Qualifying Termination, other than a termination by the Company for
Cause, following the date on which the Executive has (i) reached sixty-five (65) years of age and completed at least
four (4) years of service as an employee of the Company, each determined as of the Executive’s Date of
Termination; and (iii) provided Notice of Termination is delivered to the Company in accordance with Section 6.8 at
least one hundred eight (180) days prior to the effective date of such termination, then (1) all Stock Options held by
the Executive shall become immediately vested and exercisable; (2) all Restricted Stock Awards held by the
Executive shall continue to vest as if the Executive was an employee of the Company for the remaining vesting
period until such Restricted Stock Awards are fully vested, and shall settle upon their scheduled payment dates as if
the Executive was an employee of the Company after the Date of Termination; (3) the service condition for any
Performance Awards held by the Executive shall be satisfied and such awards shall continue to vest as if the
Executive was an employee of the Company after the Date of Termination; (4) the Company shall pay to the
Executive the Prior Year Bonus when and if any annual bonuses for the year prior to the Date of Termination are
paid to other executive officers of the Company; and (5) the Executive shall be entitled to fully participate in the
Company’s 401(k) plan for the calendar year with the Date of Termination including the Company contributions
based upon participation or matching (with payment of the after-tax economic equivalent if and to the extent such is
not permitted under the Company’s 401(k) plan or by applicable law). As a
8

condition to receipt of the benefits described in this Section 4.3(b), to the Executive shall execute a Release in the
manner described in Section 6.4 below.
1.4
Option Exercise and Termination. All vested Stock Options granted to the Executive (including Stock Options vested
pursuant to this Agreement) shall be exercisable for 24 months following the later of (a) the Date of Termination, or (b) the
date that Executive ceases to be a member of the Board and a member of the board of director of any of the Company
subsidiaries; provided that the exercise period shall (i) extend to any longer period for exercise of Stock Options pursuant
to the applicable stock option agreement or certificate for such Stock Options, and (ii) not extend beyond the Normal
Option Expiration Date. The Company as to Stock Options granted to the Executive may not (a) require the exercise of
such Stock Options, (b) reduce the exercise period for such Stock Options, or (c) otherwise take action to circumvent the
exercise period for such Stock Options as provided above. The above provisions shall supersede any contrary provisions in
any stock option agreement, stock option certificate or other document.
1.5
Section 409A Limitation.
(a)
Notwithstanding anything to the contrary in Sections 4.1 and 4.2, the taxable amounts payable by the
Company to the Executive pursuant to (a)(ii), (d) and (e) of Section 4.1 or 4.2, as applicable, and other Company
separation pay plan amounts, if any, shall be paid on the 1  day following the 6  month anniversary of the Date of
Termination ("409A Deferred Date") (or, if earlier, the date of Executive’s death) if the Executive is a "specified
employee" pursuant to Section 409A. Notwithstanding anything to the contrary in Sections 4.1(b) and 4.2(b), with
respect to the taxable amounts payable by the Company for the time period after Executive would be entitled to
continuation coverage under a Company group health plan under Section 4980B of the Code if the Executive elected
such coverage and paid the applicable premiums, Executive shall pay the monthly cost of the benefits consistent
with the Company’s then current practices and the Company shall reimburse the Executive within 30 days after the
Executive’s payment. Any reimbursements provided during an Executive’s taxable year shall not affect the amount
eligible for reimbursement in any other taxable year and the right to premium reimbursement shall not be subject to
liquidation or exchange for another payment or benefit. 

Notwithstanding anything to the contrary in Section 6.2, a payment pursuant to Section 6.2 shall be made (i) on or
after the 409A Deferred Date if such payment is conditioned upon separation from service, (ii) on a monthly basis as
to legal reimbursement, payable on the 1  day of each month (subject to (i) above), (iii) no later than the end of the
taxable year of the Executive (or his estate), as applicable, following the taxable year in which a reimbursable
expense was incurred (subject to (i) above), and (iv) no later than the end of the 3  anniversary of the Executive’s
death.
st
th
st
rd
9


(b)
Any payment or benefit that otherwise would be paid or provided following the Date of Termination and that
is subject to deferral pursuant to Section 4.5(a) shall be accumulated and paid in a lump sum at the earliest date
which complies with the requirements of Section 409A. This Section 4.5 and the Agreement shall be interpreted and
construed consistent with Section 409A and concomitant regulations in order to avoid the imposition of any
additional taxes and interest pursuant to Section 409A ("409A Taxes"). For purposes of Section 409A, the right to a
series of installment payments under this Agreement shall be treated as a right to a series of separate payments.
V.
NONCOMPETITION OBLIGATIONS
The Executive shall be subject to the following noncompetition obligations:
(a)
As consideration for the Severance Agreement, the Company’s providing Executive with access to
Company’s confidential information, and the Company’s associating Executive with the goodwill of the Company,
the Company and the Executive agree to the noncompetition obligations hereunder. From the effective date of this
agreement and continuing for a period of 12 months from the Date of Termination, the Executive shall not
personally engage in any "Competitive Activities" (as defined below) within any geographic area in the United
States or any other country in which the Company or any of its Affiliates is, as of the Date of Termination, engaged
in Competitive Activities ("Restricted Areas"); including, without limitation, working for, owning, managing,
financing or financially supporting, operating, controlling or participating in the ownership, management, financing,
operation or control of, or providing consulting or advisory services to, any individual partnership, firm, corporation,
institution, entity or other person ("person") engaged or attempting or preparing to become engaged in Competitive
Activities within any Restricted Areas; provided, however, that the purchase or holding for investment purposes
only, of securities of a company shall not constitute "ownership" or "participation in ownership" for these purposes
so long as the equity interest in any such company represents less than 5% of the outstanding capital stock of such
company. Anything herein to the contrary notwithstanding, no person shall be deemed engaged in Competitive
Activities if less than 5% of its current or projected revenues are derived from "Competitive Activities" as defined in
the next paragraph.
For such purposes above, "Competitive Activities" mean any business activity involving or relating to owning,
leasing, developing, designing, operating or constructing (i) fiber optic communication cable, equipment or
networks or (ii) communications towers or networks (including distributed antenna systems and small cells) located
in the Restricted Area; provided, however, that if the Company is advised of a business opportunity by the Executive
as provided
10

below, and it declines to pursue such business opportunity, the Executive shall be free to pursue such business
opportunity and such activity shall not be a "Competitive Activity." If, after the Date of Termination, the Executive
becomes aware of a business opportunity which involves a Competitive Activity in the Restricted Area, the
Executive shall fully advise (in writing and indicating that such information is pursuant to this provision) the
Company as to such opportunity and will not pursue it except as provided herein. If, within 15 business days of the
Executive’s advising the Company of such business opportunity, the Board fails to adopt a resolution (and provide a
certified copy to the Executive) that it will pursue such business opportunity, the Company will be deemed to have
declined to pursue such opportunity. If, after a vote by the Board in favor of pursuing a business opportunity, the
Company "fails to pursue" such opportunity, then the Company, including for this purpose the Board, shall be
deemed to have declined to pursue such business opportunity as of the date it "fails to pursue" such opportunity.
"Fails to pursue" means that the Company has failed to pursue such opportunity in a reasonable commercial manner
and "fails to pursue" is irrebutably presumed if (x) within 30 days of such vote, the Company has not signed a
confidentiality agreement with the parties representing such business opportunity; (y) within 60 days of such vote,
the Company has not begun the due diligence process regarding such business opportunity; or (z) within 120 days of
such vote, the Company is not in active discussions, or has otherwise terminated its discussions with the parties
representing such business opportunity.
Notwithstanding anything to the contrary in this Section V(a), activities shall not be deemed to be "Competitive
Activities" solely as a result of the Executive’s being employed by or otherwise associated with a business of which
a unit is in competition with the Company but as to which unit Executive does not have direct or indirect
responsibility or direct involvement.
For purposes of this Agreement, "Affiliate" of a specified person means a person that directly or indirectly controls,
is controlled by, or is under common control with the person specified.
(b)
For a period of 12 months from the Date of Termination, the Executive shall not knowingly induce any
employee of the Company or any of its Affiliates to terminate his or her employment with the Company or any of
the Affiliates to work with or for the Executive or any of Executive’s future employers and provided further that the
Executive’s response to unsolicited requests for employment references for employees of the Company shall not be
a violation of this restriction.
(c)
The Executive understands that the restrictions set forth in (a) and (b) above may limit the Executive’s ability
to engage in certain businesses in the Restricted Areas during the 12-month period provided for in (a) and (b) above,
11

but acknowledges that the Executive will receive sufficiently high remuneration and other benefits under this
Severance Agreement to justify such restrictions. The Executive acknowledges that money damages would not be
sufficient remedy for any breach of the provisions of (a) and (b) above by the Executive, and the Company shall be
entitled to enforce such provisions by specific performance and injunctive relief as remedies for such breach or any
threatened breach. Such remedies shall not be deemed the exclusive remedies for such breach, but shall be in
addition to all remedies available at law or in equity to the Company, including without limitation, the recovery of
damages from the Executive and the Executive’s agents involved in such breach and remedies available to the
Company pursuant to other agreements with the Executive. Notwithstanding the foregoing, in the event that the
Executive and/or the Executive’s agents breach the restrictions set forth in clauses (a) and/or (b), the Company shall
in no circumstances be entitled to recover damages or other compensation in respect of all such breaches in excess
of 50% of the amount paid to Executive pursuant to Section 4.1(a)(ii) or 4.2(a)(ii), as applicable.
(d)
It is expressly understood and agreed that the Company and the Executive consider the restrictions contained
in (a) and (b) above to be reasonable and necessary to protect the business of the Company. Nevertheless, if any of
the aforesaid restrictions are found by an arbitrator or a court having jurisdiction to be unreasonable, or overly broad
as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be
modified by such arbitrator or court so as to be reasonable and enforceable and, as so modified by such arbitrator or
court, to be fully enforced.
VI.
MISCELLANEOUS PROVISIONS
1.1
Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future
participation in any benefit, bonus, incentive or other Plan provided by the Company or any of its Affiliates and for which
the Executive may qualify (including, without limitation, any insurance benefits relating to death or Disability of the
Executive), nor shall anything herein limit or otherwise affect such rights as the Executive may have under any other
agreements with the Company or any of its Affiliates; provided that, by executing this Agreement, the Executive
acknowledges Executive’s ineligibility for, and waives any other right Executive may have to receive, any other severance
or termination benefits provided by the Company or its subsidiaries. Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any Plan of the Company or any of its Affiliates (other than any severance
plan or program of the Company and its subsidiaries) at or subsequent to the Date of Termination shall be payable in
accordance with such Plan except as explicitly modified by this Agreement.
1.2
Other Payments and Obligations. The Company’s obligation to make the payments provided for in this Agreement
and otherwise to perform its obligations
12

hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the
Company may have against the Executive or others; provided, however, that any payments made under this Agreement
shall be subject to recoupment in accordance with any recoupment policy that the Company has adopted or adopts pursuant
to the requirements of the listing standards of any national securities exchange or association on which the Company’s
securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or
other applicable law. In no event shall the Executive be obligated to seek other employment or take any other action by
way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement. The Company
agrees to pay, from time to time promptly upon invoice, to the full extent permitted by law, all legal fees and expenses
which the Executive may reasonably incur as a result of any contest or controversy (regardless of the outcome thereof and
whether or not litigation is involved) by the Company, the Executive or others of the validity or enforceability of, or
liability under, any provision of this Agreement or any guarantee of performance thereof; provided any contest or dispute is
not in bad faith by the Executive.
1.3
Confidential Information.
(a)
During the Term and thereafter, the Executive shall not, without the written consent of the Board (including
an applicable committee of the Board) disclose to any person, other than (i) an employee of the Company, (ii) a
person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the
Executive of Executive’s duties as an executive of the Company, (iii) to the extent required by applicable law
(including any rule or regulation), or (iv) to the extent necessary to enforce Executive’s rights pursuant to this
Agreement, any material confidential information obtained by Executive while in the employ of the Company or its
subsidiaries with respect to any of the products, improvements, formulas, designs or styles, processes, customers,
methods of distribution or methods of manufacture of the Company or its subsidiaries, the disclosure of which
Executive knows will be materially damaging to the Company; provided, however, that confidential information
shall not include any information known generally to the public (other than as a result of unauthorized disclosure by
the Executive) or any information of a type not otherwise considered confidential by persons engaged in the same
business or a business similar to that conducted by the Company. Information concerning a business opportunity
described in Section V(a) which the Company declines or "fails to pursue" shall not constitute information for
purposes of this section.
(b)
Any and all inventions made, developed or created by the Executive (whether at the request or suggestion of
the Company or otherwise, whether alone or in conjunction with others, and whether during regular hours of work
or otherwise) during the period of Executive’s employment by the Company or its subsidiaries, which may be
directly or indirectly useful in, or relate to, the business of or tests being carried out by the Company or any of its
subsidiaries,
13

will be promptly and fully disclosed by the Executive to an appropriate executive officer of the Company and shall
be the Company’s exclusive property as against the Executive, and the Executive will promptly deliver to an
appropriate executive officer of the Company all papers, drawings, models, data and other material relating to any
invention made, developed or created by Executive as aforesaid.
(c)
The Executive will, upon the Company’s request and without any payment therefor, execute any documents
necessary or advisable in the opinion of the Company’s counsel to direct issuance of patents to the Company with
respect to such inventions as are to be the Company’s exclusive property as against the Executive under Section
6.3(b) above or to vest in the Company title to such inventions as against the Executive; provided, however, that the
expense of securing any such patent will be borne by the Company.
(d)
The foregoing provisions of this Section 6.3 shall be binding upon the Executive’s heirs, successors and legal
representatives.
(e)
In no event shall an asserted violation of the provisions of this Section 6.3 constitute a basis for deferring or
withholding any amounts otherwise payable to the Executive under this Agreement.
1.4
Release and Agreement. As a condition to the receipt of any compensation and benefits under this Severance
Agreement, if the Executive’s employment with the Company is subject to a Qualifying Termination, the Executive must
first execute a release and agreement ("Release"), in a reasonable commercial form, which shall release the Company and
its subsidiaries and their officers, directors, employees and agents from any and all claims or causes of action arising out of
the Executive’s employment with the Company or its subsidiaries on the termination of such employment and thereafter
not revoke the Release; provided, however, that the Release shall not release the Company or its subsidiaries from (i) their
respective obligations under this Agreement, (ii) their respective obligations to the Executive with respect to rights of
indemnification or contribution, whether under this Agreement, the Certificate of Incorporation or Bylaws of the Company
or otherwise; or (iii) any rights or claims the Executive has or may have as solely based on his being stockholder of the
Company. Notwithstanding any provision herein to the contrary, if Executive has not delivered to the Company the
executed Release on or before the 170th day after the Date of Termination ("170 Day Limitation"), Executive shall forfeit
all payments and benefits payable under Section 4.1 or 4.2 (other than Accrued Obligations), as applicable; provided
however, that Executive shall not forfeit such amounts and benefits if (i) the Company has not delivered to Executive the
required Release on or before the 30  day following the Date of Termination, or (ii) such 170 Day Limitation is not
necessary to avoid 409A Taxes. If a payment or benefit could otherwise be paid or provided in different calendar years as a
result of the Release requirements, such payment shall be paid or provided in the later calendar year. The performance of
the
th
14

Company’s obligation herein and the receipt of the payments and benefits provided herein to the Executive shall constitute
full settlement of all such claims and causes of action and shall provide consideration for the Release.
1.5
Indemnification: D&O Coverage
(a)
If the Executive is made a party, is threatened to be made a party, or reasonably anticipates being made a
party, to any Proceeding by reason of the fact that Executive is or was a director, officer, member, employee, agent,
manager, trustee, consultant or representative ("Agent") of the Company or any of its Affiliates or is or was serving
at the request of the Company or any of its Affiliates, as an Agent of another person or if any Claim is made, is
threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to the Executive’s service
in any of the foregoing capacities, then the Executive shall promptly notify the Company in writing and be
indemnified and held harmless to the fullest extent permitted or authorized by the Certificate of Incorporation or
Bylaws of the Company as in effect on the Date of Termination (subject to any limitations imposed by applicable
law), against any and all costs, expenses, liabilities and losses (including, without limitation, reasonable attorneys’
and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in
connection therewith or in connection with seeking to enforce Executive’s rights under this Section 6.5(a), and such
indemnification shall continue as to the Executive even if Executive has ceased to be an Agent of the Company or
other person and shall inure to the benefit of the Executive’s heirs, executors and administrators. The failure to give
prompt notice shall only reduce the indemnification obligation to the extent, if any, that the Company is damaged by
such breach. The Executive shall be entitled to prompt advancement of any and all costs and expenses (including,
without limitation, reasonable attorneys’ and other professional fees and charges) incurred by Executive in
connection with any such Proceeding or Claim to the fullest extent permitted or authorized by the Certificate of
Incorporation or Bylaws of the Company as in effect on the Date of Termination (subject to any limitations imposed
by applicable law), any such advancement to be made promptly after Executive gives written notice, supported by
reasonable documentation, requesting such advancement. Such notice shall include, to the extent required by
applicable law, an undertaking by the Executive to repay the amounts advanced to the extent that Executive is
ultimately determined not to be entitled to indemnification against such costs and expenses. Nothing in this
Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses, or
contribution that the Executive would otherwise have (including, without limitation, by agreement or under
applicable law). For purposes of this Agreement, "Claim" shall include, without limitation, any claim, demand,
request, investigation, dispute, controversy, threat, discovery request, or request for testimony or information
15

and "Proceeding" shall include, without limitation, any actual, threatened, or reasonably anticipated, action, suit or
proceeding, whether civil, criminal, administrative, arbitral, investigative, appellate, formal, informal or other.
(b)
Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have
made a determination prior to the commencement of any Proceeding concerning payment of amounts claimed by the
Executive under Section 6.5(a) that indemnification of the Executive is proper because Executive has met the
applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel
or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption that
the Executive has not met the applicable standard of conduct.
(c)
A directors’ and officers’ liability insurance policy (or policies) shall be kept in place until the sixth
anniversary of the Date of Termination, providing coverage to the Executive that is no less favorable to Executive in
any respect (including with respect to scope, exclusions, amounts, and deductibles) than the coverage then being
provided to any other present or former senior executive or director of the Company.
1.6
Successors.
(a)
This Agreement is personal to the Executive and without the prior written consent of the Company shall not
be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall
inure to the benefit of and be enforceable by the Executive’s legal representatives.
(b)
This Agreement shall inure to the benefit of and be binding upon the Company and its successors and
assigns.
(c)
The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the Company would be required to perform
it if no such succession had taken place.
1.7
Statements Concerning Company or Executive. The Executive shall refrain from willfully and knowingly making
any public statement, whether oral or written about the Company, any of its Affiliates, any Executive Officer or any Board
Member, that is disparaging or defamatory to any such person. The Company shall use best commercial efforts to cause
each Executive Officer and Board Member to refrain from making any public statement, whether oral or written, that is
disparaging or defamatory to the Executive. For purposes of this Section 6.7, an "Executive Officer" is the CEO and any
16

officer directly reporting to the CEO, and a "Board Member" is any individual that is a member of the Board. A violation
or threatened violation of any of the above prohibitions may be enjoined by any court with jurisdiction. The rights afforded
under this provision are in addition to any and all rights otherwise afforded by applicable law. Nothing shall prevent the
Executive or the Company: (1) from truthfully and publicly correcting incorrect statements or (ii) from making truthful
disclosures to the extent required (A) by law, by a government agency having supervisory authority over the business of
the Company or any of its Affiliates or by any arbitrator, mediator or administrative or legislative body (including a
committee thereof) with apparent jurisdiction or (B) to enforce this Agreement.
1.8
Notices. All notices and other communications hereunder shall be in writing and shall be given by (i) personal
delivery, (ii) registered or certified mail, return receipt requested, postage prepaid, addressed as indicated below or (iii)
nationally recognized overnight courier, with written confirmation of receipt, addressed as indicated below:
If to the Executive:
Home address as currently shown on Human Resources Department records
of
Executive’s business unit. The current home address is:
___________________________
___________________________
If to the Company:
Crown Castle Inc. 8020 Katy Freeway
Houston, Texas 77024
Attention: General Counsel/Corporate Secretary
A party may change address by written notice of such change in accordance herewith. Notice and communications shall be
effective when actually received by the addressee.
1.9
Stock Retention. Executive acknowledges that the Company has established certain guidelines relating to the
retention of a minimum number of shares of Company common stock ("Retained Stock") during the employment of the
executive officers by the Company (including any of its subsidiaries) and that such guidelines will be applicable to
Executive. Such guidelines shall permit the Executive to sell shares of Company common stock, including Retained Stock,
in order to satisfy any taxes arising from the receipt by the Executive of Company common stock pursuant to any Stock
Option or Restricted Stock Award, and shall not require the Executive to purchase any shares of Company common stock.
The number of shares of Retained Stock shall be
17

adjusted for stock splits, stock dividends, spin offs and other relevant changes in the Company’s capital structure. Retained
Stock shall include (i) restricted stock issued to Executive that is no longer subject to a forfeiture restriction, (ii) stock held
in an individual retirement account, 401(k) plan or other qualified plan pursuant to the Code for the primary benefit of the
Executive and/or Executive’s spouse and (iii) stock held by the Executive’s spouse. Restricted stock granted to the
Executive by the Company that is subject to forfeiture restrictions shall not be counted as Retained Stock.
1.10 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement.
1.11 Survival. Notwithstanding anything in this Agreement to the contrary, Executive’s obligations under this Agreement,
including, without limitation, those obligations set forth in Sections V, 6.3, 6.4, 6.7, 6.8, 6.9, 6.10, and this Section 6.11,
shall survive (i) the termination of Executive’s employment the Company and its subsidiaries and (ii) the termination or
expiration of this Agreement, in each case, regardless of the manner of such termination or expiration.
1.12 Withholding. The Company may withhold from any amount payable under this Agreement such Federal, state or
local taxes as shall be required to be withheld pursuant to any applicable law or regulation.
1.13 Waiver. The Executive’s failure to insist upon strict compliance with any provision hereof shall not be deemed to be
a waiver of such provision or any other provision thereof.
1.14 Entire Agreement. This Agreement contains the entire understanding of the Company and the Executive with respect
to the subject matter hereof.
1.15 At Will Employment. The Executive and the Company acknowledge that the employment of the Executive by the
Company is "at will".
1.16 Choice of Law. This Agreement shall be governed by the law of Texas, without regard to its choice of law
provisions.
1.17 Counterparts. This Agreement may be executed in two or more counterparts.
(signature page follows)
18

IN WITNESS WHEREOF, the Executive and the Company have entered into this Agreement effective as of the date first
written above in multiple originals.
COMPANY:
EXECUTIVE:
CROWN CASTLE INC.
STEVEN J. MOSKOWITZ
By:
/s/ Anthony J. Melone
By:
/s/ Steven J. Moskowitz
Name:
Anthony Melone
Name:
Steven J. Moskowitz
Date:
4/9/2024
Date:
4/9/2024
19

SCHEDULE I
"Change in Control" shall mean:
(a)
the acquisition by any individual, entity or group (within the meaning of Sections 13 (d) (3) or 14 (d) (2) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 40% or more of either (i) the then
outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii) the
combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following
acquisitions shall not constitute a Change of Control: (i) any acquisition by the Company if no Person (excluding
those Persons described in clauses (ii) and (iii) of this proviso) owns 40% or more of the Outstanding Company
Common Stock or Company Stock Voting Securities after such acquisition, (ii) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the
Company, or (iii) any acquisition by a corporation pursuant to a reorganization, merger or consolidation, if,
following such reorganization, merger or consolidation, the conditions described in clauses (i), (ii) and (iii) of
subsection (c), below, are satisfied;
(b)
individuals who constitute the Board at the date of this Severance Agreement (the "Incumbent Board") cease
for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders,
was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest
(as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;
(c)
the occurrence of a reorganization, merger or consolidation, unless, following such reorganization, merger or
consolidation, (i) more than 50% of, respectively, the then outstanding shares of common stock of the corporation
resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company
20

Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or
consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization,
merger or consolidation, of the Outstanding Company Common Stock and Outstanding Company Voting Securities,
as the case may be, (ii) no Person (excluding the Company, any employee benefit plan (or related trust) of the
Company or such corporation resulting from such reorganization, merger or consolidation and any Person
beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, 40%
or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may
be) beneficially owns, directly or indirectly, 40% or more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power
of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and
(iii) at least a majority of the members of the board of directors of the corporation resulting from such
reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the
initial agreement providing for such reorganization, merger or consolidation; or
(d)
the occurrence of: (i) a complete liquidation or dissolution of the Company, (ii) the sale or other disposition
of all or substantially all of the assets of the Company, or (iii) a similar transaction or series of transactions, other
than to a corporation, with respect to which following such sale or other disposition, (A) more than 50% of,
respectively, the then outstanding shares of common stock of such corporation and the combined voting power of
the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership,
immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (B) no Person (excluding the Company and any employee benefit
plan (or related trust) of the Company or such corporation and any Person beneficially owning, immediately prior to
such sale or other disposition, directly or indirectly, 40% or more of the Outstanding Company Common Stock or
Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 40% or more
of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of
the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and
(C) at least a majority of the members of the board of directors of such corporation were members of the Incumbent
Board at the time of the
21

execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the
Company.
22

Exhibit 10.18
GRANT DATE: ______________, _____
RESTRICTED STOCK UNIT AGREEMENT
(2022 Long-Term Incentive Plan)
This Restricted Stock Unit Agreement (“Agreement”) is made effective as of ______________, _____ (“Grant Date”),
between CROWN CASTLE INC. (“Company”), a Delaware corporation, and _____________________ (“Holder”).
Holder has been serving as an employee or consultant of the Company or one of its Affiliates. In recognition of service and in
order to encourage Holder to remain with the Company or its Affiliates (“Group”) and devote Holder’s best efforts to the Group’s
affairs, thereby advancing the interests of the Company and its stockholders, the Company and Holder agree as follows:
1.
Issuance of Restricted Stock Units. Upon the execution and return of this Agreement and for consideration from
Holder to the Company in the form of services to the Group, the fair market value of which is at least equal to $.01 per each
restricted stock unit granted pursuant to the 2022 Plan (defined below) (“Unit”) which may be issued hereunder, the Company shall
grant to Holder the number of Units listed on the exhibit(s) (each, an “Exhibit”) attached to this Agreement (“Holder’s Units”), with
each such Unit representing the right to potentially receive one share of $.01 par value Common Stock of the Company (“Stock”),
subject to all of the terms set forth in this Agreement and in the Crown Castle Inc. 2022 Long-Term Incentive Plan, as may be
amended from time to time (“2022 Plan”), which is incorporated herein by reference as a part of this Agreement. The terms
“Affiliate,” “Award”, “Committee”, “Code”, “Dividend Equivalent” and “Performance Award” shall have the meanings assigned to
them in the 2022 Plan. If a Performance Measure (as hereinafter defined) is designated on an attached Exhibit, then the Units subject
to that Exhibit are hereby designated as Performance Awards for purposes of Article IX of the 2022 Plan.
2.
Limitations on Rights Associated with Units and Dividend Equivalents. The Units and Dividend Equivalents
granted pursuant to this Agreement are bookkeeping entries only. The Holder as to the Units shall have no rights as a stockholder of
the Company, including no dividend rights (other than those described in Section 7 hereof with regard to Dividend Equivalents) and
no voting rights.
3.
Transfer and Forfeiture Restrictions. The Holder’s Units shall not be sold, assigned, pledged, or otherwise
transferred except as provided herein (including the 2022 Plan), and Holder shall be obligated to forfeit and surrender, without
further consideration from the Company, such Units (to the extent then subject to the Forfeiture Restrictions) to the Company in
accordance with this Agreement. The obligation to forfeit and surrender Units to the Company is referred to herein as the “Forfeiture
Restrictions.” The transfer restrictions and Forfeiture Restrictions shall be binding upon and enforceable against any permitted
transferee of Units.

4.
Measures.
(a)
Except as otherwise provided in Section 5 hereof, the lapsing of the Forfeiture Restrictions shall be contingent
on the Holder and the Group, as applicable, meeting the service and, if applicable, performance conditions described on the
applicable Exhibit attached to this Agreement. The Holder shall be required to complete a designated period of service (“Time
Measure”) which shall begin on the Grant Date and end on the date specified in the applicable Exhibit attached (“Time Vesting
Date”). In addition, to the extent provided in an attached Exhibit, the Holder or the Group may be required to attain one or more
performance goals (each, if applicable, a “Performance Measure”, and together with a Time Measure, the “Measures”), which shall
be measured over the designated period of time (“Performance Period”), as described on such Exhibit. The date on which the Time
Measure and, if applicable, the Performance Measure, are both satisfied shall be the “Measurement Date” for Holder’s Units, subject
to such measurement. The Time Measure, Time Vesting Date, Measurement Date and, if applicable, the Performance Period and
Performance Measures for this grant of Units are described on the applicable Exhibit attached to this Agreement.
(b)
In addition to the conditions set forth in Section 4(a), the lapsing of any Forfeiture Restrictions shall be
contingent upon the Holder having complied (as determined by the Company) with all agreements (including any confidentiality,
non-competition, non-solicitation and non-disparagement agreements) entered into by and between the Holder and any member of
the Group on and prior to the date such Forfeiture Restrictions would otherwise be expected to lapse hereunder.
(c)
As soon as administratively feasible after the designated Measurement Date for a Unit, (1) if that Unit is
subject to a Performance Measure, the Committee shall certify in writing the extent to which such Performance Measure has been
satisfied, (2) the Company shall calculate the number of Units with respect to which the Forfeiture Restrictions shall lapse pursuant
to the terms of the applicable Exhibit attached (“Vested Units”), and (3) the Company shall distribute to the Holder one share of
Stock (“Distributed Stock”) in exchange for each Vested Unit in accordance with the timing restrictions of Section 9 hereof, and
upon such exchange the Vested Units shall be automatically cancelled.
(d)
Any Holder’s Units with respect to which Forfeiture Restrictions cannot lapse pursuant to this Section 4
(including any exceptions pursuant to Section 5 hereof) shall be forfeited and surrendered to the Company by Holder.
5.
Termination of Employment or Service. If Holder’s employment with the Group terminates or is terminated prior to
the applicable Measurement Date, then the remaining Holder’s Units shall be forfeited and surrendered to the Company; provided,
however, that, in such event, the Committee may (subject to the terms of the 2022 Plan), in its sole discretion, cause the Forfeiture
Restrictions to lapse as to all or a part of the Holder’s Units and, subject to the timing restrictions of Section 9 hereof, cause
Distributed Stock to be issued and distributed with respect to such Units as if they were Vested Units subject to such terms set by the
-2-

Committee, which may include satisfaction of the Measures that would otherwise be applicable to such Units if Holder’s
employment with the Group had continued. For purposes of this Section 5, Holder’s services as a consultant or member of the board
of directors (or a similar position) of the Group shall be considered employment with the Group (notwithstanding the foregoing, a
Holder who is a consultant of the Group shall be and remain an independent contractor of the Group for all purposes, and this
Agreement shall not be construed to create an employment relationship). In the event Holder’s employment with the Group
terminates or is terminated under circumstances constituting retirement under any then-existing Board-approved retirement policy or
program, including the Company’s Extended Service Separation Program (if then in effect), the lapse of the Forfeiture Restrictions
with respect to or the forfeiture of Holder’s Units, as applicable, shall be determined in accordance with such retirement policy or
program.
6.
Disclosure of Units. If Holder discloses or discusses in any manner this Agreement prior to the applicable
Measurement Date to or with any other person (including any other employee or consultant of the Group), then the Holder’s Units
may be forfeited and the Holder’s Units may be surrendered to the Company; provided, the above restriction is not applicable to the
extent of reasonable disclosure (a) to an advisor to the Holder (e.g., accountant, financial planner) that has a legitimate reason to
have such information and that is subject to an obligation to maintain the confidentiality of such information, (b) required by
applicable law including any applicable securities law, (c) to an employee of the Group specifically involved with the administration
of this Agreement, or (d) to Holder’s spouse. Holder acknowledges and agrees that nothing in this Agreement is intended to, nor
does it, interfere with or restrain Holder’s right to share or discuss information regarding his/her wages, hours, or other terms and
conditions of employment in the exercise of any rights provided by either (x) the National Labor Relations Act, or (y) any applicable
state statute or regulation.
7.
Dividend Equivalents. While the Holder’s Units are outstanding and still subject to a Forfeiture Restriction, the
Company will accrue Dividend Equivalents on behalf of the Holder. The Dividend Equivalents paid with respect to each Holder’s
Unit will be equal to the sum of the cash dividends declared and paid by the Company with respect to each share of Distributed
Stock while the Holder’s Units are outstanding. No interest will accrue on the Dividend Equivalents. The Dividend Equivalents with
respect to a Holder’s Unit shall be earned and distributed in cash generally at or shortly after the time such Holder’s Unit converts to
a share of Distributed Stock and in accordance with Section 9 hereof. Any and all Dividend Equivalents with respect to the Holder’s
Units that are forfeited shall also be forfeited and not deemed earned by nor distributed to Holder. Following lapsing of the Forfeiture
Restrictions with respect to Holder’s Units and pending distribution of Distributed Stock in respect thereto, Holder shall be entitled
to receive Dividend Equivalents relating to such Holder’s Units to the extent, if any, that the Holder is not entitled to receive with
respect to the Distributed Stock dividends which would otherwise be paid to Holder during such interim period if the Distributed
Stock had been so distributed, but in no event shall Holder be entitled to receive both a Dividend Equivalent and a dividend for such
interim period.
8.
Community Interest of Spouse. The community interest, if any, of any spouse of Holder in any of the Holder’s
Units, Dividend Equivalents, and Distributed Stock shall be
-3-

subject to all of the terms of this Agreement, and shall be forfeited and surrendered to the Company upon the occurrence of any of
the events requiring Holder’s interest in such Holder’s Units or Dividend Equivalents to be so forfeited and surrendered pursuant to
this Agreement.
9.
Internal Revenue Code §409A Compliance. This Agreement is intended to satisfy the requirements of Section
409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder, and shall be interpreted consistent
with such intent. Any Distributed Stock or Dividend Equivalents that become deliverable or payable to the Holder hereunder shall be
delivered to the Holder no later than the end of the calendar year in which the designated Measurement Date occurs.
Notwithstanding the foregoing, in the event of a deemed lapse of any Forfeiture Restriction under the provisions of Section 5,
delivery of Distributed Stock and Dividend Equivalents shall be made no earlier than the designated Measurement Date otherwise
applicable hereunder, and not later than the last day of the calendar year containing the designated Measurement Date. In the event
that all or part of the Units granted pursuant to this Agreement provide for a deferral of compensation within the meaning of Section
409A, then notwithstanding anything to the contrary contained herein, in the event that Holder is a “specified employee” (as defined
under Section 409A) when Holder becomes entitled to a payment or settlement under this Award which is subject to Section 409A
on account of a “separation from service” (as defined under Section 409A), to the extent required by the Code, such payment shall
not occur until the date that is six months plus one day from the date of such separation from service. Any amount that is otherwise
payable within the six-month period described herein will be aggregated and paid in a lump sum without interest. Further, for
purposes of Section 409A, each payment or settlement of any portion of the Units under this Agreement shall be treated as a separate
payment of compensation.
10.
Withholding of Tax.
(a)
To the extent that any event pursuant to this Agreement, other than any event contemplated in Section 10(b)
below, relating to the Holder’s Units or Distributed Stock results in the incurrence of compensation or other taxable income by the
Holder (including the Holder’s Spouse) that is subject to tax withholding by the Company, the Holder must satisfy such tax
withholding obligation by electing, prior to the delivery of Distributed Stock, to either (1) deliver to the Company an amount of cash
equal to the tax withholding amount required under applicable tax laws or regulations, or (2) allow the Company to deduct from the
number of shares of Distributed Stock that would have otherwise been delivered to the Holder a number of such shares having a fair
market value equal to such tax withholding amount required under applicable tax laws or regulations.
(b)
To the extent that any event pursuant to this Agreement relating to the Dividend Equivalents deemed to be
earned results in the incurrence of compensation or other taxable income by the Holder (including the Holder’s Spouse) that is
subject to withholding by the Company, the Holder must satisfy such tax withholding obligation with such amount of cash as the
Company may require to meet its obligation under applicable tax laws or regulations.
-4-

(c)
Regardless of any action of the Company, the Holder acknowledges that the Holder is ultimately liable for
such tax withholding obligation. The Company shall not be required to deliver Distributed Stock or cash in respect of Dividend
Equivalents under this Agreement until such liability is satisfied.
(d)
To the extent that Holder is treated by Company as a consultant for tax purposes, Holder shall (1) pay all taxes
arising from any event relating to the Holder’s Units or Distributed Stock that results in the incurrence of compensation or other
taxable income by the Holder and (2) indemnify the Group and hold the Group harmless from any liability resulting from or relating
to any and all taxes, liens, duties, assessments, deductions and expenses (including any penalty, interest or other charge that may be
levied with respect thereto) as a result of Holder’s late payment, insufficient payment or failure to pay any taxes.
11.
Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and
all persons lawfully claiming under Holder.
12.
Contract Terms. Notwithstanding the terms of this Agreement, if the Holder has entered into a separate written
agreement with the Company which specifically affects the Units issued hereunder, the terms of such separate agreement shall
control over any inconsistent terms of this Agreement.
13.
Modification. Any modification of this Agreement will be effective only if it is in writing and signed by each party
whose rights hereunder are affected thereby, except to the extent that such modification occurs pursuant to Section XIII of the 2022
Plan or as a result of an amendment of the 2022 Plan made in accordance with Section XIV of the 2022 Plan.
14.
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State
of Texas, without regard to conflicts of laws principles thereof.
15.
Interpretation. Unless otherwise specified or the context otherwise requires, as used herein, (a) the term “including”,
and any variation thereof, means “including, without limitation,” (b) the word “or” shall not be exclusive, and (c) a reference to the
“terms” of an agreement, instrument or document or “terms” established by the Committee shall be a reference to “terms, provisions,
conditions and restrictions.”
-5-

IN WITNESS WHEREOF, the Company has executed this Agreement by its duly authorized officer and Holder has
executed this Agreement, effective as of the Grant Date.
CROWN CASTLE INC.
By:

Name:

Title:

Date:

-6-

Exhibit A
GRANT ID: ___________________
GRANT DATE: __________, ____
Measures Applicable To
Restricted Stock Unit Agreement
(2022 Long-Term Incentive Plan)
Time Vesting Award
Name:            ____________________
Number of Units:    ____________________
The terms of this Exhibit A shall apply to the number of Units listed above. The terms of any other Exhibit to Holder’s
Restricted Stock Unit Agreement shall only apply to the Units listed on such Exhibit.
    1.    General. The Holder’s Units subject to this Exhibit A shall become vested based on the completion of the Time Measure as
outlined below.
    2.    Time Measure. The Time Measure shall be satisfied with respect to a Unit if the Holder is an employee, consultant or a
member of the board of directors (or a similar position) of the Group for the period beginning on the Grant Date and ending on the
applicable Time Vesting Date listed below.
Time Vesting Date    Incremental Percentage    Aggregate Percentage
____________,____        __.__%                __.__%____________,
____________,____        __.__%                __.__%____________,
____________,____        __.__%                100.00%
If the Time Measure is satisfied, the designated percentage of the Holder’s Units listed above shall no longer be subject to the
Forfeiture Restrictions on the designated Time Vesting Date.
-7-

Exhibit B
GRANT ID: ______________
GRANT DATE: ____________, ______
Measures Applicable To
Restricted Stock Unit Agreement
(2022 Long-Term Incentive Plan)
Performance Award - ROIC Award
Name:                            ____________________
Target Number of Units (“Target Level”):    ____________________
The terms of this Exhibit B shall apply to the Units listed above. The terms of any other Exhibit to Holder’s Restricted Stock
Unit Agreement shall only apply to the Units listed on such Exhibit.
    1.    General. The Holder’s Units shall become vested based on the satisfaction of both the Time Measure and the Performance
Measure(s), each as outlined below. The Units subject to this Exhibit are hereby designated as Performance Awards for purposes of
Article IX of the 2022 Plan. The initial number of Units specified above in this Exhibit as the “Target Level” is the “target” number
of shares of Stock that may be delivered upon settlement of the Units subject to this Exhibit. Such initial number of Units shall be
adjusted based on the attainment of the Performance Measure(s) described in Section 3 below.
    2.    Time Measure. The Time Measure shall be satisfied with respect to a Unit if the Holder is an employee, consultant or a
member of the board of directors (or a similar position) of the Group for the period beginning on the Grant Date and ending on
__________, ____, which shall be the “Time Vesting Date” for each Unit subject to this Exhibit B.
    3.    Performance Measures.
(a)
The initial number of Units subject to this Exhibit B is listed above, which number of Units assumes the
Performance Measure(s) described in this Section 3 are attained at the Target Level. The final number of Units, if any, subject to this
Exhibit B at the end of the Performance Period (defined below) shall be calculated as described below based upon the Final
Achievement Percentage, which is based upon the ROIC Achievement Percentage (as defined and described in Section 3(c) of this
Exhibit B) and the Relative TSR Modifier (as defined and described in Section 3(e) of this Exhibit B).
(b)
The Performance Measure(s) determine (1) the number of Holder’s Units for which the Forfeiture Restrictions
shall lapse on the Measurement Date, and (2) the number of shares of Stock delivered upon settlement of such Units. The number of
Holder’s Units which cease to be subject to Forfeiture Restrictions on the Measurement Date, and the number of shares of Stock
delivered with respect to Holder’s Units, is based upon the Company’s Average Return
-8-

on Invested Capital (“Average ROIC”) for the three-year period beginning on __________, ____ and ending on and including
__________, ____ (“Performance Period”), which number shall be further modified based upon the Company’s Annualized Total
Stockholder Return (“Annualized TSR”) ranking relative to the TSR Peer Group (“Relative TSR Performance Rank”) during the
Performance Period as provided in Sections 3(e) and 3(f). For this purpose, the companies identified as real estate investment trusts
in the Standard & Poor’s 500 Index on ___________, ____ plus the Standard & Poor’s 500 Index will be the “TSR Peer Group”. As
provided in Section 3(c), Section 3(e) and Section 3(f) below, the Performance Measures may be satisfied based on the Company’s
Average ROIC and Relative TSR Performance Rank during the Performance Period, as certified in writing by the Committee
following the end of the Performance Period.
(c)
Subject to the level of achievement of Average ROIC, the ROIC Achievement Percentage shall be determined
based on the table below. If Average ROIC is between the levels designated in the table below, then the ROIC Achievement
Percentage shall be determined via linear interpolation between applicable percentages. For example, (1) if Average ROIC is
______%, then the ROIC Achievement Percentage would be ______% of the Target Level, and (2) if Average ROIC is ______%,
then the ROIC Achievement Percentage would be ______% of the Target Level.
Level
Average ROIC
ROIC Achievement Percentage
Maximum
______%
______% of Target Level
Above Target
______%
______% of Target Level
Target
______%
______% of Target Level
Threshold
______%
______% of Target Level
Below Threshold
Below ______%
0%
(d)
Average ROIC shall be calculated as the arithmetic average of Return on Invested Capital for each fiscal year
that comprises the Performance Period.
“Return on Invested Capital” is defined as Adjusted EBITDA less cash taxes paid, divided by Consolidated Invested Capital.
“Adjusted EBITDA” is defined as net income (loss) plus restructuring charges (credits), asset write-down charges,
acquisition and integration costs, depreciation, amortization and accretion, amortization of prepaid lease purchase price
adjustments, interest expense and amortization of deferred financing costs, net, (gains) losses on retirement of long-term
obligations, net (gain) loss on interest rate swaps, (gains) losses on foreign currency swaps, impairment of available-for-sale
securities, interest income, other (income) expense, (benefit) provision for income taxes, net, (income) loss from discontinued
operations, (gain) loss on sale of discontinued operations, cumulative effect of a change in accounting principle and stock-
based compensation expense, net.
-9-

“Consolidated Invested Capital” is defined as the historical gross investment in (1) property and equipment (excluding the
impact of construction in process), (2) site rental contracts and tenant relationships and (3) goodwill.
(e)
Following calculation of the ROIC Achievement Percentage, and subject to the Relative TSR Performance
Rank, the Relative TSR Modifier shall be determined based on the table below. If the Company’s Relative TSR Performance Rank is
between the levels designated in the table below, then the Relative TSR Modifier shall be determined via linear interpolation
between applicable percentages. For example, (1) if the Company’s Relative TSR Performance Rank is at the ___  percentile, the
Relative TSR Modifier would be calculated as ______%, and (2) if the Company’s Relative TSR Performance Rank is at the ___
percentile, the Relative TSR Modifier would be calculated as ______%.
Level
Relative TSR Performance Rank
Relative TSR Modifier
Maximum
___  Percentile or Higher
______%
Target
___  percentile
______%
Threshold
___  percentile or Lower
______%
Following determination of both the ROIC Achievement Percentage and the Relative TSR Modifier, the final overall level of
achievement (“Final Achievement Percentage”) shall be determined by multiplying the ROIC Achievement Percentage and the
Relative TSR Modifier. Notwithstanding the foregoing, the Final Achievement Percentage (i) shall not exceed ______%; and (ii)
provided the ROIC Achievement Percentage is greater than or equal to ______%, shall not be less than ______%.
The final number of Units, if any, subject to this Exhibit B at the end of the Performance Period shall be calculated as the initial
number (Target Level) of Units multiplied by the Final Achievement Percentage, as defined above.
(f)
For purposes of calculating the Company’s Relative TSR Performance Rank, the following definitions shall be
used for the Company and each constituent of the TSR Peer Group:
Annualized TSR shall be calculated as follows:
where n represents the number of years over which Annualized TSR is measured.
The “Ending Average Stock Price” shall be calculated as the average Closing Stock Price for the last 10 trading days of the
Performance Period.
th
th
th
th
th
-10-

The “Beginning Average Stock Price” shall be calculated as the average Closing Stock Price for the last 10 trading days prior
to the first day of the Performance Period.
The “Closing Stock Price” of a share of Stock shall be the closing quotation on the New York Stock Exchange (“NYSE”) for
the applicable date (or an applicable substitute exchange or quotation system if the NYSE is no longer applicable).
“Reinvested Dividend Amount” shall be calculated as the sum of the total dividends paid  on one share of Stock during the
Performance Period, assuming reinvestment of such dividends in such stock (based on the Closing Stock Price of such Stock
on the ex-dividend date). For the avoidance of doubt, it is intended that the foregoing calculation of Reinvested Dividend
Amount shall take into account not only the reinvestment of dividends in a share of Stock but also capital appreciation or
depreciation in the shares deemed acquired by such reinvestment.
The Annualized TSR for the TSR Peer Group companies will be determined using the calculation method described above
based on information specific to the TSR Peer Group companies.
(g)
Adjustments to TSR Peer Group. The TSR Peer Group may be adjusted or changed by the Committee as
circumstances warrant, including the following:
    (1)    If a TSR Peer Group company files for bankruptcy under any chapter of the US Bankruptcy Code (“Becomes
Bankrupt”), the company so filing (“Bankrupt Company”) will remain in the TSR Peer Group positioned at one level
below the lowest performing non-bankrupt TSR Peer Group. In the case of multiple Bankrupt Companies, the TSR
Peer Group Bankrupt Companies will be positioned below the non-Bankrupt Companies in chronological order by
date of filing for bankruptcy with the first to file for bankruptcy at the bottom.
    (2)    If a TSR Peer Group company is acquired by another company, including through a management buy-out or
going-private transaction, the acquired TSR Peer Group company will be removed from the TSR Peer Group for the
entire Performance Period; provided that if the acquired TSR Peer Group
 The relevant date for determining whether a dividend is included in the calculation of “Reinvested Dividend Amount” is the ex-dividend date (and not the
payment date). In the event that the stock of the measured company goes ex-dividend during the Performance Period (including the 10-day trading period
during which the Ending Average Stock Price is to be calculated), such dividend shall be included in the determination of “Reinvested Dividend Amount,”
notwithstanding the fact that the payment date of such dividend may actually occur after the conclusion of the Performance Period. In the event that the stock of
the measured company goes ex-dividend prior to the commencement of the Performance Period (for example, during the 10-day trading period during which
the Beginning Average Stock Price is to be calculated), such dividend shall not be included in the termination of “Reinvested Dividend Amount,”
notwithstanding the fact that the payment date of such dividend may actually occur during the Performance Period.
1
1
-11-

company filed for bankruptcy prior to its acquisition it shall be treated as provided in paragraph (1), above, or if it
shall become delisted according to paragraph (5) below prior to its acquisition it shall be treated as provided in
paragraph (5).
    (3)    If a TSR Peer Group company spins-off a portion a portion of its business in a manner which results in the
TSR Peer Group company and the spin-off company both being publicly traded, the TSR Peer Group company will
be removed from the TSR Peer Group for the entire Performance Period and the spin-off company will not be added
to the TSR Peer Group.
    (4)    If a TSR Peer Group company acquires another company, the acquiring TSR Peer Group company will
remain in the TSR Peer Group for the Performance Period.
    (5)    If a TSR Peer Group company is delisted from either the New York Stock Exchange (NYSE) or the National
Association of Securities Dealers Automated Quotations (NASDAQ) such that it is no longer listed on either
exchange, such delisted TSR Peer Group company will remain in the TSR Peer Group positioned at one level below
the lowest performing listed company and above the highest ranked bankrupt TSR Peer Group company (see
paragraph (1) above). In the case of multiple delistings, the delisted TSR Peer Group companies will be positioned
below the listed and above the TSR Peer Group Bankrupt Companies in chronological order by delisting date with the
first to be delisted at the bottom of the delisted companies. If a delisted company Becomes Bankrupt, it shall be
treated as provided in paragraph (1) above. If a delisted company shall be later acquired, it shall be treated as a
delisted company under this paragraph. If a delisted company shall relist during the Performance Period, it shall
remain in its relative delisted position determined under this paragraph.
    (6)    If the Company’s or any TSR Peer Group company’s stock splits (or if there are other similar subdivisions,
consolidations or changes in such company’s stock or capitalization), such company’s Annualized TSR performance
will be adjusted for the stock split so as not to give an advantage or disadvantage to such company by comparison to
the other TSR Peer Group companies.
(h)
In addition to any other authority or powers granted to the Committee herein or in the 2022 Plan, the
Committee shall have the authority to interpret and determine the application and calculation of any matter relating to the
determination of Average ROIC, Annualized TSR, Relative TSR Performance Rank, ROIC Achievement Percentage, Relative TSR
Modifier, and Final Achievement Percentage, including any terms in the Agreement or this Exhibit B related thereto. The Committee
shall also have the power to make any and all adjustments it deems appropriate (1) in recognition of unusual or nonrecurring events
affecting the Company or any TSR Group Company or the financial statements of the Company or any TSR Group Company, or of
any changes in applicable laws, regulations or accounting principles or (2) to reflect any changes in the Company’s or any TSR
Group Company’s outstanding Stock,
-12-

including by reason of subdivision or consolidation of Stock or other capital readjustment, the payment of a stock dividend on the
Stock, other increase or reduction in the number of shares of Stock outstanding, recapitalizations, reorganizations, mergers,
consolidations, combinations, split-ups, split-offs, spin-offs, exchanges or other relevant changes in capitalization or distributions to
holders of Stock. The determination of the Committee with respect to any such matter shall be conclusive.
(i)
Holder shall receive a Dividend Equivalent payment with respect to each share of Distributed Stock as if
Holder had held such share since the Grant Date.
-13-

Exhibit C
GRANT ID: ___________
GRANT DATE: _________, ____
Measures Applicable To
Restricted Stock Unit Agreement
(2022 Long-Term Incentive Plan)
Performance Award - Adjusted Funds from Operations per Share Award
Name:                            _____________________
Target Number of Units (“Target Level”):    _____________________
The terms of this Exhibit C shall apply to the Units listed above. The terms of any other Exhibit to Holder’s Restricted Stock
Unit Agreement shall only apply to the Units listed on such Exhibit.
    1.    General. The Holder’s Units shall become vested based on the satisfaction of both the Time Measure and the Performance
Measure(s), each as outlined below. The Units subject to this Exhibit are hereby designated as Performance Awards for purposes of
Article IX of the 2022 Plan. The initial number of Units specified above in this Exhibit as the “Target Level” is the “target” number
of shares of Stock that may be delivered upon settlement of the Units subject to this Exhibit. Such initial number of Units shall be
adjusted based on the attainment of the Performance Measure(s) described in Section 3 below.
    2.    Time Measure. The Time Measure shall be satisfied with respect to a Unit if the Holder is an employee, consultant or a
member of the board of directors (or a similar position) of the Group for the period beginning on the Grant Date and ending
_________, ____, which shall be the “Time Vesting Date” for each Unit subject to this Exhibit C.
    3.    Performance Measures.
(a)
The initial number of Units subject to this Exhibit C is listed above, which number of Units assumes the
Performance Measure(s) described in this Section 3 are attained at the Target Level. The final number of Units, if any, subject to this
Exhibit C at the end of the Performance Period (defined below) shall be calculated as described below based upon the Final
Achievement Percentage, which is based upon the AFFO Achievement Percentage (as defined and described in Section 3(c) of this
Exhibit C) and the Relative TSR Modifier (as defined and described in Section 3(e) of this Exhibit C).
(b)
The Performance Measure(s) determine (1) the number of Holder’s Units for which the Forfeiture Restrictions
shall lapse on the Measurement Date, and (2) the number of shares of Stock delivered upon settlement of such Units. The number of
Holder’s Units which cease to be subject to Forfeiture Restrictions on the Measurement Date, and the number of shares
-14-

of Stock delivered with respect to Holder’s Units, is based upon the Company’s Cumulative Adjusted Funds from Operations per
Share (“Cumulative AFFO per Share”) for the three year period beginning on _________, ____ and ending on and including
_________, ____(“Performance Period”), which number shall be further modified based upon the Company’s Annualized Total
Stockholder Return (“Annualized TSR”) ranking relative to the TSR Peer Group (“Relative TSR Performance Rank”) during the
Performance Period as provided in Sections 3(e) and 3(f). For this purpose, the companies identified as real estate investment trusts
in the Standard & Poor’s 500 Index on _________, ____ plus the Standard & Poor’s 500 Index will be the “TSR Peer Group”. As
provided in Section 3(c), Section 3(e) and Section 3(f) below, the Performance Measures may be satisfied based on the Company’s
Cumulative AFFO per Share and Relative TSR Performance Rank during the Performance Period, as certified in writing by the
Committee following the end of the Performance Period.
(c)
Subject to the level of achievement of Cumulative AFFO per Share, the AFFO Achievement Percentage shall
be determined based on the table below. If Cumulative AFFO per Share is between the levels designated in the table below, then the
AFFO Achievement Percentage shall be determined via linear interpolation between applicable percentages. For example, (1) if
Cumulative AFFO per Share is $____, then the AFFO Achievement Percentage would be ___% of the Target Level, and (2) if
Cumulative AFFO per Share is $____, then the AFFO Achievement Percentage would be ___% of the Target Level.
Level
 Cumulative AFFO per Share
AFFO Achievement Percentage
Maximum
___th Percentile or Higher
___% of Target Level
Target
___th Percentile
___% of Target Level
Threshold
___th Percentile
___% of Target Level
Below Threshold
Below ___th Percentile
0%
(d)
Cumulative AFFO per Share shall be calculated as follows: Year 1 AFFO per Share + Year 2 AFFO per share
+ Year 3 AFFO per share.
(e)
Following calculation of the AFFO Achievement Percentage, and subject to the Relative TSR Performance
Rank, the Relative TSR Modifier shall be determined based on the table below. If the Company’s Relative TSR Performance Rank is
between the levels designated in the table below, then the Payout Modifier Percentage shall be determined via linear interpolation
between applicable percentages. For example, (1) if the Company’s Relative TSR Performance Rank is at the ___ percentile, the
Relative TSR Modifier would be calculated as ___%, and (2) if the Company’s Relative TSR Performance Rank is at the ___
percentile, then the Relative TSR Modifier would be calculated as ___%.
th 
th
-15-

Level
Relative TSR Performance Rank
Relative TSR Modifier
Maximum
___  percentile or Higher
___%
Target
___  percentile
___%
Threshold
___  percentile or Lower
___%
Following determination of both the AFFO Achievement Percentage and the Relative TSR Modifier, the final overall level of
achievement (“Final Achievement Percentage”) shall be determined by multiplying the AFFO Achievement Percentage and the
Relative TSR Modifier. Notwithstanding the foregoing, the Final Achievement Percentage (i) shall not exceed ___%; and (ii)
provided the AFFO Achievement Percentage is greater than or equal to ___%, shall not be less than ___%.
The final number of Units, if any, subject to this Exhibit C at the end of the Performance Period shall be calculated as the initial
number (Target Level) of Units multiplied by the Final Achievement Percentage, as defined above.
(f)
For purposes of calculating the Company’s Relative TSR Performance Rank, the following definitions shall be
used for the Company and each constituent of the TSR Peer Group:
Annualized TSR shall be calculated as follows:
where n represents the number of years over which Annualized TSR is measured.
The “Ending Average Stock Price” shall be calculated as the average Closing Stock Price for the last 10 trading days of the
Performance Period.
The “Beginning Average Stock Price” shall be calculated as the average Closing Stock Price for the last 10 trading days prior
to the first day of the Performance Period.
The “Closing Stock Price” of a share of Stock shall be the closing quotation on the New York Stock Exchange (“NYSE”) for
the applicable date (or an applicable substitute exchange or quotation system if the NYSE is no longer applicable).
th
th
th
-16-

“Reinvested Dividend Amount” shall be calculated as the sum of the total dividends paid  on one share of Stock during the
Performance Period, assuming reinvestment of such dividends in such stock (based on the Closing Stock Price of such Stock
on the ex-dividend date). For the avoidance of doubt, it is intended that the foregoing calculation of Reinvested Dividend
Amount shall take into account not only the reinvestment of dividends in a share of Stock but also capital appreciation or
depreciation in the shares deemed acquired by such reinvestment.
The Annualized TSR for the TSR Peer Group companies will be determined using the calculation method described above
based on information specific to the TSR Peer Group companies.
(g)
Adjustments to TSR Peer Group. The TSR Peer Group may be adjusted or changed by the Committee as
circumstances warrant, including the following:
    (1)    If a TSR Peer Group company files for bankruptcy under any chapter of the US Bankruptcy Code (“Becomes
Bankrupt”), the company so filing (“Bankrupt Company”) will remain in the TSR Peer Group positioned at one level
below the lowest performing non-bankrupt TSR Peer Group. In the case of multiple Bankrupt Companies, the TSR
Peer Group Bankrupt Companies will be positioned below the non-Bankrupt Companies in chronological order by
date of filing for bankruptcy with the first to file for bankruptcy at the bottom.
    (2)    If a TSR Peer Group company is acquired by another company, including through a management buy-out or
going-private transaction, the acquired TSR Peer Group company will be removed from the TSR Peer Group for the
entire Performance Period; provided that if the acquired TSR Peer Group company became bankrupt prior to its
acquisition it shall be treated as provided in paragraph (1), above, or if it shall become delisted according to paragraph
(5) below prior to its acquisition it shall be treated as provided in paragraph (5).
    (3)    If a TSR Peer Group company spins-off a portion a portion of its business in a manner which results in the
TSR Peer Group company and the spin-off company both being publicly traded, the TSR Peer Group company will
be
 The relevant date for determining whether a dividend is included in the calculation of “Reinvested Dividend Amount” is the ex-dividend date (and not the
payment date). In the event that the stock of the measured company goes ex-dividend during the Performance Period (including the 10-day trading period
during which the Ending Average Stock Price is to be calculated), such dividend shall be included in the determination of “Reinvested Dividend Amount,”
notwithstanding the fact that the payment date of such dividend may actually occur after the conclusion of the Performance Period. In the event that the stock of
the measured company goes ex-dividend prior to the commencement of the Performance Period (for example, during the 10-day trading period during which
the Beginning Average Stock Price is to be calculated), such dividend shall not be included in the termination of “Reinvested Dividend Amount,”
notwithstanding the fact that the payment date of such dividend may actually occur during the Performance Period.
2
2
-17-

removed from the TSR Peer Group for the entire Performance Period and the spin-off company will not be added to
the TSR Peer Group.
    (4)    If a TSR Peer Group company acquires another company, the acquiring TSR Peer Group company will
remain in the TSR Peer Group for the Performance Period.
    (5)    If a TSR Peer Group company is delisted from either the New York Stock Exchange (NYSE) or the National
Association of Securities Dealers Automated Quotations (NASDAQ) such that it is no longer listed on either
exchange, such delisted TSR Peer Group company will remain in the TSR Peer Group positioned at one level below
the lowest performing listed company and above the highest ranked bankrupt TSR Peer Group company (see
paragraph (1) above). In the case of multiple delistings, the delisted TSR Peer Group companies will be positioned
below the listed and above the TSR Peer Group Bankrupt Companies in chronological order by delisting date with the
first to be delisted at the bottom of the delisted companies. If a delisted company Becomes Bankrupt, it shall be
treated as provided in paragraph (1) above. If a delisted company shall be later acquired, it shall be treated as a
delisted company under this paragraph. If a delisted company shall relist during the Performance Period, it shall
remain in its relative delisted position determined under this paragraph.
    (6)    If the Company’s or any TSR Peer Group company’s stock splits (or if there are other similar subdivisions,
consolidations or changes in such company’s stock or capitalization), such company’s Annualized TSR performance
will be adjusted for the stock split so as not to give an advantage or disadvantage to such company by comparison to
the other TSR Peer Group companies.
(h)
In addition to any other authority or powers granted to the Committee herein or in the 2022 Plan, the
Committee shall have the authority to interpret and determine the application and calculation of any matter relating to the
determination of Cumulative AFFO per Share, Relative TSR Performance Rank, Annualized TSR, Final Achievement Percentage,
AFFO Achievement Percentage, relative TSR Modifier, including any terms in the Agreement or this Exhibit C related thereto. The
Committee shall also have the power to make any and all adjustments it deems appropriate (1) in recognition of unusual or
nonrecurring events affecting the Company or any TSR Group Company or the financial statements of the Company or any TSR
Group Company, or of any changes in applicable laws, regulations or accounting principles or (2) reflect any changes in the
Company’s or any TSR Group Company’s outstanding Stock, including by reason of subdivision or consolidation of Stock or other
capital readjustment, the payment of a stock dividend on the Stock, other increase or reduction in the number of shares of Stock
outstanding, recapitalizations, reorganizations, mergers, consolidations, combinations, split-ups, split-offs, spin-offs, exchanges or
other relevant changes in capitalization or distributions to holders of Stock. The determination of the Committee with respect to any
such matter shall be conclusive.
-18-

(i)
Holder shall receive Dividend Equivalent payments with respect to each share of Distributed Stock as if
Holder had held such share since the Grant Date.
-19-

Exhibit 19
Insider Trading Policy
Applicability
This Insider Trading Policy (“Policy”) applies to all of Crown Castle’s directors, officers, employees, contingent workers, contractors
and consultants (“Covered Persons”).
Policy
While a Covered Person is aware of material non-public information relating to Crown Castle, neither the Covered Person nor
any Related Parties (as defined below) may buy, sell or otherwise trade, directly or indirectly, stock or other securities of Crown
Castle (including common stock, preferred stock and debt securities) (“CCI Securities”) or engage in any other action to take
advantage of, or pass on to others, that information.
“Related Parties” consist of any (1) Family Member  of the Covered Person, (2) other members of the Covered Person’s
household and (3) entities controlled by the Covered Person.
In addition, a Covered Person is prohibited from trading in securities of another public company, including Crown Castle’s
customers (current or prospective), suppliers or competitors, if, while working for or holding another position of trust at Crown
Castle, the Covered Person obtains material non-public information relating to such other company or to Crown Castle, which
information is reasonably likely to significantly impact either such other other company and/or its securities.
What is Material Information?
Material information is information that a reasonable investor would consider important in a decision to buy, hold or sell stock or
other securities. In short, any information which could reasonably affect the price of the stock or other securities is likely to be
considered material information. Either positive or negative information may be material.
While it is not possible to identify all categories of material information, common examples of information that may generally be
regarded as material are:
•
projections of future earnings or losses (including confirmation of previously announced projections);
•
news of a pending or proposed merger, joint venture, acquisition or tender offer;
•
news of a significant purchase or sale of assets or the disposition of a significant subsidiary;
 As used herein, with respect to any person, “Family Member” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
sibling or domestic partner, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive
relationships), who shares the same household as such person (including a child away at school), and any such Family Members who do not
share the same household but whose transactions in the CCI Securities are directed by the Covered Person or are subject to the Covered
Person’s influence or control.
1
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•
changes in dividend policies or the declaration of a stock split or the offering of additional securities;
•
changes in executive management;
•
significant new ventures;
•
actual or threatened major litigation, or key developments in, or the resolution of, such litigation;
•
impending bankruptcy or financial liquidity problems;
•
the gain or loss of a substantial customer or supplier;
•
significant cybersecurity incidents; and
•
material financing transactions out of the ordinary course.
Other Key Points
Twenty-Twenty Hindsight. Remember, if a Covered Person’s stock or other securities transactions become the subject of
scrutiny, those transactions will be viewed after-the-fact. As a result, before engaging in any transaction, a Covered Person
should carefully consider how regulators and others might view his or her transaction in hindsight with all of the facts disclosed,
even those facts that may arise after such transaction.
Transactions by Related Parties. The restrictions set forth in this Policy also apply to Related Parties. Covered Persons are
expected to be responsible for the compliance with this Policy by Related Parties.
Gifts. Gifts (including donations to charities), whether made by a Covered Person or on the Covered Person’s behalf, are not
permitted when the Covered Person is in possession of material non-public information relating to Crown Castle. So long as the
Covered Person is not in possession of material non-public information relating to Crown Castle, gifting of CCI Securities is
permitted outside of the Trading Window (defined below), provided such gift is pre-cleared with the Compliance Officer (defined
below).
Retirement Accounts, Managed Accounts and Dividend Reinvestments. The restrictions set forth in this Policy also apply to
(1) CCI Securities held in the Covered Person’s retirement account (such as 401(k) or similar accounts), (2) accounts managed
by financial advisors or managers (e.g., “managed accounts”) and (3) reinvestment of dividends on CCI Securities, regardless of
whether they are reinvested automatically as a result of a previously made election through a broker, bank or transfer agent.
Tipping Information to Others. Whether the information is proprietary information about Crown Castle or other material non-
public information that could have an impact on the price of CCI Securities or the price of securities of another public company,
Covered Persons should only pass such information on to other persons who are involved with Crown Castle and who have a
reasonable need to know same.
In addition, a Covered Person should not recommend to anyone the purchase or sale of CCI Securities or the securities of
another public company when in possession of material non-public information relating to Crown Castle or such other company.
See “Policy” above. The penalties discussed below generally apply whether or not a Covered Person derives any benefit from
another's actions or bad intentions.
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When Information is Public. A Covered Person in possession of material non-public information may not trade on that
information prior to (1) a public (that is, widely disseminated) announcement by Crown Castle or the parties involved of the
material information (such as through news releases or filings with the U.S. Securities and Exchange Commission (“SEC”)) and
(2) such information having been absorbed by the investing public. With respect to Crown Castle, the material information is
deemed absorbed by the investing public at the beginning of the second trading day following the release of the material
information. That is, a full trading day must pass between the time the material information is released and the time the trading
occurs.
The following matrix illustrates when material non-public information is deemed absorbed by the investing public:
Release Day
Release Time
First Possible Trading Opportunity*



Monday
Before market opens (i.e., before 9:30 a.m. ET)
Tuesday morning
Monday
After market closes (i.e., after 4:00 p.m. ET)
Wednesday morning
Friday
Before market opens (i.e., before 9:30 a.m. ET)
Monday morning
Friday
After market closes (i.e., after 4:00 p.m. ET)
Tuesday morning
*Subject to the other restrictions set forth in this Policy.
What is a 10b5-1 Plan?
Rule 10b5-1 Plans. Notwithstanding the other provisions of this Policy, Covered Persons may trade in CCI Securities (including
gifting) while in possession of material non-public information or during the Blackout Period (with respect to the Window Group,
as further described below) if such trade is made in accordance with pre-established written trading instructions, agreements or
plans that satisfy the conditions of Rule 10b5-1(c) (“Rule 10b5-1(c)”) of the Securities Exchange Act of 1934, as amended
(“Exchange Act”) and this Policy (“10b5-1 Plan”).
Covered Person are not permitted to establish, amend or terminate a 10b5-1 Plan:
•
while such person is aware of material non-public information,
•
during any applicable Special Trading Blackout Period (defined below),
•
with respect to the Window Group (discussed further below), outside of a Trading Window (defined below).
In addition, Covered Persons must comply with all other requirements or Rule 10b5-1(c), including applicable cooling off periods
and restrictions on overlapping plans. Once the 10b5-1 Plan is established, the Covered Person may not exercise any influence
over the amount of securities to be traded, the price at which they are to be traded, or the date of the trade.
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Covered Persons must obtain written approval (e-mail will suffice) from Crown Castle’s General Counsel or their designee(s)
(“Compliance Officer”) prior to adopting, amending or terminating a 10b5-1 Plan, as well as provide to the Compliance Officer the
material terms of any such trading plan. Any approval by the Compliance Officer will not guarantee that the 10b5-1 Plan
ultimately qualifies for affirmative defense under Rule 10b5-1(c).
Reporting Persons Obligations. In addition to the requirements discussed above, Crown Castle’s directors, executive officers
and certain other officers (“Reporting Persons”) are required to promptly report to the Compliance Officer each executed
transaction made pursuant to a trading instruction, agreement or plan (regardless of whether such arrangement satisfies the
conditions of Rule 10b5-1(c)).
Are There Other Prohibited Transactions or Trading Periods?
Additional Prohibited Transactions. Because Crown Castle believes it is improper and inappropriate for Covered Persons to
dispose of securities during a time when a Covered Person is not permitted to trade and to engage in short-term or speculative
transactions involving CCI Securities, Covered Persons may not engage in any of the following activities:
1.
Purchases of CCI Securities on Margin. Any CCI Securities purchased in the open market should be paid for in
full at the time of purchase. Purchasing CCI Securities on margin (that is, borrowing money from a stockbroker or
other third party to fund the purchase) is not permitted.
2.
Short Sales. Any CCI Securities purchased in the open market can be sold by the purchaser at any time (provided
the guidelines outlined in this Policy are adhered to); however, selling CCI Securities short is not permitted. Selling
short is the practice of selling more shares than you own, a technique used to speculate on a decline in the stock
price.
3.
Buying or Selling Puts or Calls. The purchase or sale of options of any kind, whether puts, calls, or other
derivative securities relating to CCI Securities is not permitted. A put is a right to sell at a specified price a specific
number of shares by a certain date and is utilized in anticipation of a decline in the stock price. A call is a right to
buy at a specified price a specified number of shares by a certain date and is utilized in anticipation of a rise in the
stock price.
4.
Pledging. Directors and executive officers may not pledge or hypothecate CCI Securities as collateral for a loan,
including borrowing against CCI Securities held in a margin account.
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Additional Prohibited Trading Periods.
1.
Quarterly Trading Window. Because of potential access to Crown Castle’s material non-public information on a
regular basis, individuals included in the Window Group (described below) are subject to additional restrictions on
trading in CCI Securities. Subject to the other restrictions set forth elsewhere in this Policy, the Window Group
may generally trade only during a “Trading Window.” The restrictions for the Window Group are discussed below.
In addition, as noted above, Covered Persons in possession of material non-public information, whether or not
part of the Window Group, are subject to additional restrictions on trading, including during a Trading Window.
Restrictions on the Window Group. The “Window Group” consists of all members of Crown Castle’s Board of
Directors, all executive officers, all senior vice presidents and vice presidents and certain other teammates
generally designated by Crown Castle’s Chief Executive Officer, Chief Financial Officer, General Counsel or
Compliance Officer.
The Window Group is subject to the following provisions with respect to trading in CCI Securities:
•
trading in CCI Securities (including transfers out of Crown Castle stock fund and certain other 401(k)
rebalancing transactions) is generally not permitted within the period commencing on the beginning of the
10th business day before the close of a fiscal quarter or year-end and continuing until the beginning of the
second day after Crown Castle announces its earnings for such fiscal quarter or year-end (“Blackout
Period”);
•
trading is generally permitted during a Trading Window, which is the period outside of the Blackout Period,
subject to the restrictions set forth elsewhere in this Policy;
•
individuals in the Window Group should provide advance notice to the Compliance Officer of any proposed
transactions involving CCI Securities (including with respect to CCI Securities held in retirement accounts,
gifts and any pledges of CCI Securities); and
•
transactions in accordance with a 10b5-1 Plan previously established pursuant to this Policy are permitted
during the Blackout Period.
2.
Special Trading Blackout Periods. From time to time, Crown Castle may close (or not open) a Trading Window
(“Special Trading Blackout Period”) in connection with certain significant developments or events that Crown
Castle has not publicly disclosed. In such cases, the Compliance Officer may notify particular individuals (and in
some cases, all Covered Persons) that a Special Trading Blackout Period has been imposed and that such
individuals should generally not trade in CCI Securities.
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Who Needs to Report Crown Castle Transactions?
Section 16 Reporting Persons. Reporting Persons are required to file reports with the SEC pursuant to Section 16 of the
Exchange Act (“Section 16”) when they engage in transactions in CCI Securities. Although Crown Castle’s Legal Department
may generally assist the Reporting Persons in preparing and filing the required reports, the Reporting Persons retain
responsibility for the reports. Reporting Persons should provide advance notice to the Compliance Officer of any proposed
transactions involving CCI Securities (including with respect to CCI Securities held in retirement accounts and any pledges or
gifts of CCI Securities). The Board will generally designate officers that are Reporting Persons.
The Reporting Persons are also subject to the limitations on “short-swing” transactions set forth in the federal securities laws.
The practical effect of these provisions is that Reporting Persons who purchase and sell CCI Securities within a six-month period
(including a sale followed by a purchase within six months) will be required to surrender to Crown Castle all profits from the
transaction, whether or not such person had knowledge of any material non-public information at the time of the transactions,
unless an exception is applicable.
In addition, Section 16 and the related reporting requirements apply to transactions in CCI Securities by certain Related Parties
of the Reporting Persons. Crown Castle maintains a Compliance Assistance Program to assist Reporting Persons in complying
with Section 16 and the related reporting requirements. Additional information regarding the Compliance Assistance Program
can be obtained from the Compliance Officer.
Rule 144 Reports. Reporting Persons are generally required to comply with the provisions of Rule 144 (“Rule 144”) under the
Securities Act of 1933, as amended, including the filing of Form 144 with the SEC. Form 144 notifies the SEC of such person’s
intent to sell CCI Securities. The Form 144 is in addition to any Section 16 reports which may be required to be filed (as
discussed above). In addition, certain Related Parties may also be required to comply with Rule 144 in connection with sales of
CCI Securities.
Additional Requirements
Other Restrictions. Crown Castle may impose additional restrictions from time to time on the trading of CCI Securities in order
to comply with applicable laws or in order to take into account non-public information available to certain teammates or directors.
Certifications. Covered Persons may be required to certify an understanding of and compliance with this Policy on a periodic
basis as requested by Crown Castle.
Consequences of Non-Compliance
The adverse consequences of insider trading violations can be staggering. Such adverse consequences include:
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For individuals who trade on inside information (or tip information to others):
•
A civil penalty;
•
A criminal fine (no matter how small the profit); and/or
•
A jail term.
For a company (as well as possibly any supervisory person) that fails to take appropriate steps to prevent illegal trading:
•
A civil penalty; and/or
•
A criminal penalty;
•
The civil penalties may extend personal liability to Crown Castle’s directors, officers and other supervisory personnel if
they fail to take appropriate steps to prevent insider trading violations.
Moreover, if a Covered Person violates this Policy, Crown Castle-imposed sanctions, including, without limitation, dismissal for
cause, could result. Needless to say, any of the above consequences, even an SEC investigation that does not result in
prosecution, can tarnish one's reputation, irreparably damage a career, and result in the incurrence of significant cost and
expense.
Questions?
Any person who has any questions about specific transactions may obtain additional guidance from the Compliance Officer.
The current Compliance Officer is Donald J. Reid, 8020 Katy Freeway, Houston, Texas 77024, (713) 570-3000.
7

EXHIBIT 21
CROWN CASTLE INC. SUBSIDIARIES
Subsidiary
Jurisdiction of
Incorporation
Assurable Insurance LLC
Texas
CC Holdings GS V LLC
Delaware
CC Towers Guarantor LLC
Delaware
CC Towers Holding LLC
Delaware
CCATT Holdings LLC
Delaware
CCATT LLC
Delaware
CCGS Holdings Corp.
Delaware
CCTM Holdings LLC
Delaware
CCTMO LLC
Delaware
Crown Atlantic Company LLC
Delaware
Crown Castle Atlantic LLC
Delaware
Crown Castle CA Corp.
Delaware
Crown Castle Fiber Holdings Corp.
Delaware
Crown Castle Fiber LLC
New York
Crown Castle GT Company LLC
Delaware
Crown Castle GT Corp.
Delaware
Crown Castle GT Holding Sub LLC
Delaware
Crown Castle Investment II Corp.
Delaware
Crown Castle Operating Company
Delaware
Crown Castle South LLC
Delaware
Crown Castle Towers 06-2 LLC
Delaware
Crown Castle Towers LLC
Delaware
Crown Castle USA Inc.
Pennsylvania
Crown Communication LLC
Delaware
Global Signal Acquisitions II LLC
Delaware
Global Signal Acquisitions IV LLC
Delaware
Global Signal Holdings III LLC
Delaware
Global Signal Operating Partnership, L.P.
Delaware
Pinnacle Towers Acquisition LLC
Delaware
Pinnacle Towers Acquisition Holdings LLC
Delaware
Pinnacle Towers LLC
Delaware

Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 ASR (No. 333-277989) and Form S-8 (No. 333-265081, 333-
212383, 333-181715 and 333-188801) of Crown Castle Inc. of our report dated March 14, 2025 relating to the financial statements, financial statement
schedules and the effectiveness of internal control over financial reporting, which appears in this Form 10‑K.
/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
March 14, 2025

Exhibit 31.1
Certification
For the Year Ended December 31, 2024
I, Steven J. Moskowitz, certify that:
 
1.
I have reviewed this report on Form 10-K of Crown Castle Inc. ("registrant");
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal
control over financial reporting.
Date:  March 14, 2025
/s/ Steven J. Moskowitz
Steven J. Moskowitz
President and Chief Executive Officer

Exhibit 31.2
Certification
For the Year Ended December 31, 2024
I, Daniel K. Schlanger, certify that:
 
1.
I have reviewed this report on Form 10-K of Crown Castle Inc. ("registrant");
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal
control over financial reporting.
Date:  March 14, 2025
/s/ Daniel K. Schlanger
Daniel K. Schlanger

Executive Vice President and Chief Financial Officer

Exhibit 32.1
Certification Pursuant to
18 U.S.C. Section 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report on Form 10-K of Crown Castle Inc., a Delaware Corporation ("Company"), for the period ended December 31, 2024 as
filed with the Securities and Exchange Commission on the date hereof ("Report"), each of the undersigned officers of the Company hereby certifies pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of such officer's knowledge:
1)
the Report complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company as of December 31, 2024 (the last date of the period covered by the Report).
/s/ Steven J. Moskowitz
Steven J. Moskowitz
President and Chief Executive Officer
March 14, 2025
/s/ Daniel K. Schlanger
Daniel K. Schlanger
Executive Vice President and Chief Financial Officer
March 14, 2025