

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

~~1220 Augusta Drive, Suite 600, Houston, Texas 77057-2261~~ ~~(Address of principal executives office) (Zip Code)~~
~~(713) 570-3000~~ ~~(Registrant's telephone number, including area code)~~

8020 Katy Freeway, Houston, Texas 77024

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


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

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

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files). Yes x☒ No o

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

Large accelerated filer

x☒

Accelerated filer

o☐

Non-accelerated filer

o☐

~~(Do not check if a smaller reporting company)~~

Smaller reporting company

o☐

Emerging growth company

o☐

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. o☐

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

Number of shares of common stock outstanding at ~~November 2, 2017: 406,275,091~~

July 31, 2023: 433,678,544

CROWN CASTLE ~~INTERNATIONAL CORP.~~INC. AND SUBSIDIARIES

Cautionary Language Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q ("Form 10-Q") contains forward-looking statements that are based on our management's expectations as of the filing date of this report with the Securities and Exchange Commission ("SEC"). Statements that are not historical facts are hereby identified as forward-looking statements. In addition, words such as "estimate," "anticipate," "project," "plan," "intend," "believe," "expect," "likely," "predicted," "positioned," "continue," "target," "seek," "focus" and any variations of these words and similar expressions are intended to identify forward-looking statements. ~~Such~~Examples of forward-looking statements include our full year 2023 outlook and plans, projections and estimates ~~contained in~~ ~~"Part I—Item 2. Management's Discussion~~regarding (1) the value of our business model and ~~Analysis~~demand for our communications infrastructure, (2) the growth of ~~Financial Condition and Results of Operations"~~ ~~("MD&A")and~~ ~~"Part I—Item 3. Quantitative and Qualitative Disclosures About Market Risk"~~ ~~herein. Such forward-looking statements include (1) expectations regarding anticipated~~the U.S. market for shared communications infrastructure, (3) growth in the ~~wireless~~communications infrastructure industry, ~~carriers' investments in their networks, tenant additions, customer consolidation or ownership changes, or~~(4) demand for ~~our wireless infrastructure, (2) expectations regarding non-renewals of tenant leases (including~~data and factors driving such demand, (5) the ~~impact~~duration of our ~~customers' decommissioning~~construction projects, (6) tenants' investment in wireless networks, (7) use of the former Leap Wireless, MetroPCS and Clearwire networks (collectively, "Acquired Networks")), (3) availability and adequacy of cash flows and liquidity for, or plans regarding, future discretionary investments, including capital expenditures, (4) potential benefits of our discretionary investments, including acquisitions, (5) anticipated growth in our financial results, including future revenues, margins, Adjusted EBITDA, segment site rental gross margin, segment network services and other gross margin, segment operating profit, and operating cash flows, (6) expectations regarding our capital structure and the credit markets, our availability and cost of capital, orhigh-bandwidth applications, (8) our ability to service our debt and comply with debt covenants, ~~and~~(9) the ~~plans for and the benefits~~level of ~~any future refinancings, (7) expectations related~~commitment under our debt instruments, (10) our ability to ~~remaining~~remain qualified as a real estate investment trust ("REIT"), (11) sources and uses of liquidity, (12) impact to our financial results from the ~~advantages, benefits or impact~~Sprint Cancellations (as defined below), (13) drivers of ~~or opportunities created by,~~cash flow growth, (14) our ~~REIT status, (8) the realization and utilization of~~competitive advantage, (15) our ~~net operating loss carryforwards ("NOLs"), and (9) our dividend policy and the~~dividends, including timing, amount, growth, targets, payment or tax characterization, (16) the timing of ~~any dividends.~~small cell deployments, (17) discretionary capital expenditures and expansion of our business, (18) impact of interest rate increases and (19) the restructuring plan, including the components thereof and charges and timing related thereto. All future dividends are subject to declaration by our board of directors.

Such forward-looking statements should, therefore, be considered in light of various risks, uncertainties and assumptions, including prevailing market conditions, risk factors described in "~~Part II—~~Item 1A. Risk Factors"~~hereinand~~ ~~"Item 1A. Risk Factors"~~ of ~~our~~the Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016~~2022 ("~~2016~~2022 Form 10-K") and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected.

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

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

PART I—FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

CROWN CASTLE ~~INTERNATIONAL CORP.~~INC. AND SUBSIDIARIES

(~~In thousands of dollars,~~Amounts in millions, except ~~share amounts)~~par values)


	June 30, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	276	$	156
Restricted cash	207		166
Receivables, net	496		593
Prepaid expenses	182		102
Current portion of deferred site rental receivables	117		127
Other current assets	71		73
Total current assets	1,349		1,217
Deferred site rental receivables	2,128		1,954
Property and equipment, net of accumulated depreciation of $13,683 and $13,071, respectively	15,571		15,407
Operating lease right-of-use assets	6,385		6,526
Goodwill	10,085		10,085
Other intangible assets, net	3,388		3,596
Other assets, net	136		136
Total assets	$	39,042	$	38,921

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	240	$	236
Accrued interest	219		183
Deferred revenues	793		736
Other accrued liabilities	312		407
Current maturities of debt and other obligations	819		819
Current portion of operating lease liabilities	342		350
Total current liabilities	2,725		2,731
Debt and other long-term obligations	21,599		20,910
Operating lease liabilities	5,750		5,881
Other long-term liabilities	1,922		1,950
Total liabilities	31,996		31,472
Commitments and contingencies (note 8)
Stockholders' equity:
Common stock, $0.01 par value; 1,200 shares authorized; shares issued and outstanding: June 30, 2023—434 and December 31, 2022—433	4		4
Additional paid-in capital	18,202		18,116
Accumulated other comprehensive income (loss)	(5)		(5)
Dividends/distributions in excess of earnings	(11,155)		(10,666)
Total equity	7,046		7,449
Total liabilities and equity	$	39,042	$	38,921

September 30,
2017 December 31,
2016
ASSETS
Current assets:
Cash and cash equivalents $ 6,719,134
$ 567,599
Restricted cash 115,730
124,547
Receivables, net 317,856
373,532
Prepaid expenses 167,235
128,721
Other current assets 154,600
130,362
Total current assets 7,474,555
1,324,761
Deferred site rental receivables 1,285,547
1,317,658
Property and equipment, net of accumulated depreciation of $7,247,071 and $6,613,219, respectively 10,599,604
9,805,315
Goodwill 6,905,922
5,757,676
Other intangible assets, net 3,885,311
3,650,072
Long-term prepaid rent and other assets, net 860,817
819,610
Total assets $ 31,011,756
$ 22,675,092

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 179,335
$ 188,516
Accrued interest 99,467
97,019
Deferred revenues 387,447
353,005
Other accrued liabilities 268,424
221,066
Current maturities of debt and other obligations 114,198
101,749
Total current liabilities 1,048,871
961,355
Debt and other long-term obligations 15,090,217
12,069,393
Other long-term liabilities 2,200,336
2,087,229
Total liabilities 18,339,424
15,117,977
Commitments and contingencies (note 8)

CCIC stockholders' equity:
Common stock, $0.01 par value; 600,000,000 shares authorized; shares issued and outstanding: September 30, 2017—406,274,802 and December 31, 2016—360,536,659 4,063
3,605
6.875% Mandatory Convertible Preferred Stock, Series A, $0.01 par value; 20,000,000 shares authorized; shares issued and outstanding: September 30, 2017—1,650,000 and December 31, 2016—0; aggregate liquidation value: September 30, 2017—$1,650,000 and December 31, 2016—$0 17
—
Additional paid-in capital 16,818,738
10,938,236
Accumulated other comprehensive income (loss) (4,959 ) (5,888 )
Dividends/distributions in excess of earnings (4,145,527 ) (3,378,838 )
Total equity 12,672,332
7,557,115
Total liabilities and equity $ 31,011,756
$ 22,675,092

See notes to condensed consolidated financial statements.

CROWN CASTLE ~~INTERNATIONAL CORP.~~INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS) (Unaudited)

(~~In thousands of dollars,~~Amounts in millions, except per share amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net revenues:
Site rental	$	1,728	$	1,567	$	3,352	$	3,143
Services and other	139		167		288		333
Net revenues	1,867		1,734		3,640		3,476
Operating expenses:
Costs of operations:(a)
Site rental	424		402		839		798
Services and other	98		112		202		225
Selling, general and administrative	210		190		405		371
Asset write-down charges	22		9		22		23
Acquisition and integration costs	1		1		1		1
Depreciation, amortization and accretion	445		427		876		847
Total operating expenses	1,200		1,141		2,345		2,265
Operating income (loss)	667		593		1,295		1,211
Interest expense and amortization of deferred financing costs, net	(208)		(165)		(410)		(329)
Gains (losses) on retirement of long-term obligations	—		—		—		(26)
Interest income	5		—		7		1
Other income (expense)	(2)		(2)		(4)		(4)
Income (loss) before income taxes	462		426		888		853
Benefit (provision) for income taxes	(7)		(5)		(14)		(11)
Net income (loss)	455		421		874		842
Other comprehensive income (loss):
Foreign currency translation adjustments	1		(2)		—		(1)
Total other comprehensive income (loss)	1		(2)		—		(1)
Comprehensive income (loss)	$	456	$	419	$	874	$	841
Net income (loss), per common share:
Basic	$	1.05	$	0.97	$	2.02	$	1.95
Diluted	$	1.05	$	0.97	$	2.01	$	1.94
Weighted-average common shares outstanding:
Basic	434		433		433		433
Diluted	434		434		434		434

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Net revenues:
Site rental $ 892,763
$ 812,032
$ 2,618,505
$ 2,415,926
Network services and other 170,475
179,984
499,010
472,883
Net revenues 1,063,238
992,016
3,117,515
2,888,809
Operating expenses:
Costs of operations^(a):

Site rental 280,667
256,750
814,969
762,223
Network services and other 106,707
109,228
310,137
286,066
General and administrative 100,772
89,941
299,232
278,909
Asset write-down charges 5,312
8,339
10,284
28,251
Acquisition and integration costs 13,180
2,680
27,080
11,459
Depreciation, amortization and accretion 296,033
280,824
880,197
834,725
Total operating expenses 802,671
747,762
2,341,899
2,201,633
Operating income (loss) 260,567
244,254
775,616
687,176
Interest expense and amortization of deferred financing costs (154,146 ) (129,916 ) (430,402 ) (385,656 )
Gains (losses) on retirement of long-term obligations —
(10,274 ) (3,525 ) (52,291 )
Interest income 11,188
175
12,585
454
Other income (expense) (32 ) (832 ) 3,462
(4,623 )
Income (loss) before income taxes 117,577
103,407
357,736
245,060
Benefit (provision) for income taxes (2,383 ) (5,041 ) (11,290 ) (12,797 )
Net income (loss) attributable to CCIC stockholders 115,194

98,366

346,446

232,263
Dividends on preferred stock (29,935 ) (10,997 ) (29,935 ) (32,991 )
Net income (loss) attributable to CCIC common stockholders $ 85,259
$ 87,369
$ 316,511
$ 199,272
Net income (loss) $ 115,194
$ 98,366
$ 346,446
$ 232,263
Other comprehensive income (loss):
Foreign currency translation adjustments 224
(1,535 ) 929
(1,143 )
Total other comprehensive income (loss) 224
(1,535 ) 929
(1,143 )
Comprehensive income (loss) attributable to CCIC stockholders $ 115,418
$ 96,831
$ 347,375
$ 231,120
Net income (loss) attributable to CCIC common stockholders, per common share:
Net income (loss) attributable to CCIC common stockholders—basic $ 0.22
$ 0.26
$ 0.85
$ 0.59
Net income (loss) attributable to CCIC common stockholders—diluted $ 0.21
$ 0.26
$ 0.84
$ 0.59
Weighted-average common shares outstanding (in thousands):
Basic 395,359 337,564
373,561 336,426
Diluted 397,035 338,409
374,992 337,076
Dividends/distributions declared per share of common stock $ 0.95
$ 0.885
$ 2.85
$ 2.655

~~________________~~

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

See notes to condensed consolidated financial statements.

CROWN CASTLE ~~INTERNATIONAL CORP.~~INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(In ~~thousands~~millions of dollars)


	Six Months Ended June 30,
	2023		2022
Cash flows from operating activities:
Net income (loss)	$	874	$	842
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation, amortization and accretion	876		847
(Gains) losses on retirement of long-term obligations	—		26
Amortization of deferred financing costs and other non-cash interest	14		7
Stock-based compensation expense, net	91		83
Asset write-down charges	22		23
Deferred income tax (benefit) provision	1		1
Other non-cash adjustments, net	2		3
Changes in assets and liabilities, excluding the effects of acquisitions:
Increase (decrease) in accrued interest	36		(2)
Increase (decrease) in accounts payable	(1)		(8)
Increase (decrease) in other liabilities	(70)		(222)
Decrease (increase) in receivables	103		28
Decrease (increase) in other assets	(223)		(291)
Net cash provided by (used for) operating activities	1,725		1,337
Cash flows from investing activities:
Capital expenditures	(720)		(584)
Payments for acquisitions, net of cash acquired	(89)		(15)
Other investing activities, net	3		(10)
Net cash provided by (used for) investing activities	(806)		(609)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	2,347		748
Principal payments on debt and other long-term obligations	(39)		(36)
Purchases and redemptions of long-term debt	—		(1,274)
Borrowings under revolving credit facility	2,113		2,050
Payments under revolving credit facility	(2,739)		(1,565)
Net issuances (repayments) under commercial paper program	(1,024)		687
Payments for financing costs	(23)		(8)

Purchases of common stock	(29)		(63)
Dividends/distributions paid on common stock	(1,364)		(1,287)

Net cash provided by (used for) financing activities	(758)		(748)
Net increase (decrease) in cash, cash equivalents and restricted cash	161		(20)
Effect of exchange rate changes	—		—
Cash, cash equivalents, and restricted cash at beginning of period	327		466
Cash, cash equivalents, and restricted cash at end of period	$	488	$	446

Nine Months Ended September 30,
2017 2016
Cash flows from operating activities:
Net income (loss) $ 346,446
$ 232,263
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation, amortization and accretion 880,197
834,725
Gains (losses) on retirement of long-term obligations 3,525
52,291
Amortization of deferred financing costs and other non-cash interest 7,637
11,293
Stock-based compensation expense 67,264
60,402
Asset write-down charges 10,284
28,251
Deferred income tax benefit (provision) 330
6,626
Other non-cash adjustments, net (3,159 ) 1,548
Changes in assets and liabilities, excluding the effects of acquisitions:
Increase (decrease) in accrued interest 2,448
17,269
Increase (decrease) in accounts payable (28,561 ) (12,469 )
Increase (decrease) in deferred revenues, deferred ground lease payables, other accrued liabilities and other liabilities 88,101
118,144
Decrease (increase) in receivables 78,520
38,231
Decrease (increase) in prepaid expenses, deferred site rental receivables, long-term prepaid rent, restricted cash and other assets (35,741 ) (83,859 )
Net cash provided by (used for) operating activities 1,417,291
1,304,715
Cash flows from investing activities:
Payments for acquisitions of businesses, net of cash acquired (2,112,887 ) (545,162 )
Capital expenditures (851,512 ) (614,178 )
Net (payments) receipts from settled swaps (328 ) 8,141
Other investing activities, net (6,147 ) 11,616
Net cash provided by (used for) investing activities (2,970,874 ) (1,139,583 )
Cash flows from financing activities:
Proceeds from issuance of long-term debt 3,092,323
5,201,010
Principal payments on debt and other long-term obligations (89,817 ) (69,717 )
Purchases and redemptions of long-term debt —
(4,044,834 )
Borrowings under revolving credit facility 1,755,000
3,440,000
Payments under revolving credit facility (1,755,000 ) (4,155,000 )
Payments for financing costs (26,684 ) (41,471 )
Net proceeds from issuance of common stock 4,220,766
323,798
Net proceeds from issuance of preferred stock 1,607,759
—
Purchases of capital stock (23,037 ) (24,759 )
Dividends/distributions paid on common stock (1,082,015 ) (896,628 )
Dividends paid on preferred stock —
(32,991 )
Net (increase) decrease in restricted cash 4,960
40
Net cash provided by (used for) financing activities 7,704,255
(300,552 )
Net increase (decrease) in cash and cash equivalents—continuing operations
6,150,672
(135,420 )
Discontinued operations:
Net cash provided by (used for) investing activities —
113,150
Net increase (decrease) in cash and cash equivalents—discontinued operations
—

113,150
Effect of exchange rate changes 863
(321 )
Cash and cash equivalents at beginning of period 567,599
178,810
Cash and cash equivalents at end of period $ 6,719,134
$ 156,219

See notes to condensed consolidated financial statements.

CROWN CASTLE ~~INTERNATIONAL CORP.~~INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(~~In thousands of dollars, except share data)~~Amounts in millions) (Unaudited)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss) ("AOCI")		Dividends/Distributions in Excess of Earnings
	Shares	($0.01 Par)								Total
Balance, March 31, 2023	434	$	4	$	18,154	$	(6)	$	(10,929)	$	7,223
Stock-based compensation related activity, net of forfeitures		—		49		—		—		49
Purchases and retirement of common stock	—	—		(1)		—		—		(1)
Other comprehensive income (loss)(a)	—	—		—		1		—		1
Common stock dividends/distributions	—	—		—		—		(681)		(681)
Net income (loss)	—	—		—		—		455		455
Balance, June 30, 2023	434	$	4	$	18,202	$	(5)	$	(11,155)	$	7,046

Balance, March 31, 2022	433	$	4	$	18,006	$	(3)	$	(9,971)	$	8,036
Stock-based compensation related activity, net of forfeitures	—	—		45		—		—		45
Purchases and retirement of common stock	—	—		(1)		—		—		(1)
Other comprehensive income (loss)(a)	—	—		—		(2)		—		(2)
Common stock dividends/distributions	—	—		—		—		(638)		(638)
Net income (loss)	—	—		—		—		421		421
Balance, June 30, 2022	433	$	4	$	18,050	$	(5)	$	(10,188)	$	7,861

Balance, December 31, 2022	433	$	4	$	18,116	$	(5)	$	(10,666)	$	7,449
Stock-based compensation related activity, net of forfeitures	1	—		115		—		—		115
Purchases and retirement of common stock	—	—		(29)		—		—		(29)
Other comprehensive income (loss)(a)	—	—		—				—		—
Common stock dividends/distributions	—	—		—		—		(1,363)		(1,363)
Net income (loss)	—	—		—		—		874		874
Balance, June 30, 2023	434	$	4	$	18,202	$	(5)	$	(11,155)	$	7,046

Balance, December 31, 2021	432	$	4	$	18,011	$	(4)	$	(9,753)	$	8,258
Stock-based compensation related activity, net of forfeitures	1	—		102		—		—		102
Purchases and retirement of common stock	—	—		(63)		—		—		(63)
Other comprehensive income (loss)(a)	—	—		—		(1)		—		(1)
Common stock dividends/distributions	—	—		—		—		(1,277)		(1,277)
Net income (loss)	—	—		—		—		842		842
Balance, June 30, 2022	433	$	4	$	18,050	$	(5)	$	(10,188)	$	7,861

Common Stock 6.875% Mandatory Convertible Preferred Stock 4.50% Mandatory Convertible Preferred Stock Accumulated Other Comprehensive Income (Loss) ("AOCI")
Shares ($0.01 Par) Shares ($0.01 Par) Shares ($0.01 Par)
Additional
paid-in
capital
Foreign Currency Translation Adjustments Dividends/Distributions in Excess of Earnings Total
Balance, July 1, 2017 366,115,800
$ 3,661
—
—
—
$ —
$ 11,433,018
$ (5,183 ) $ (3,841,187 ) $ 7,590,309
Stock-based compensation related activity, net of forfeitures 13,261
—
—
—
—
—
22,079
—
—
22,079
Purchases and retirement of common stock (4,259 ) —
—
—
—
—
(443 ) —
—
(443 )
Net proceeds from issuance of common stock 40,150,000
402
—
—
—
—
3,756,342
—
—
3,756,744
Net proceeds from issuance of preferred stock —
—
1,650,000
17
—
—
1,607,742
—
—
1,607,759
Other comprehensive income (loss)^(a)
—
—
—
—
—
—
—
224
—
224
Common stock dividends/distributions —
—
—
—
—
—
—
—
(389,599 ) (389,599 )
Preferred stock dividends —
—
—
—
—
—
—
—
(29,935 ) (29,935 )
Net income (loss) —
—
—
—
—
—
—
—
115,194
115,194
Balance, September 30, 2017 406,274,802
$ 4,063
1,650,000
$ 17
—
$ —
$ 16,818,738
$ (4,959 ) $ (4,145,527 ) $ 12,672,332

Common Stock 6.875% Mandatory Convertible Preferred Stock 4.50% Mandatory Convertible Preferred Stock AOCI
Shares ($0.01 Par) Shares ($0.01 Par) Shares ($0.01 Par) Additional
paid-in
capital Foreign Currency Translation Adjustments Dividends/Distributions in Excess of Earnings Total
Balance, July 1, 2016 337,562,378
$ 3,375
—
—
9,775,000
$ 98
$ 9,894,921
$ (4,006 ) $ (2,946,081 ) $ 6,948,307
Stock-based compensation related activity, net of forfeitures 10,784
—
—
—
—
—
20,222
—
—
20,222
Purchases and retirement of common stock (3,231 ) —
—
—
—
—
(299 ) —
—
(299 )
Net proceeds from issuance of common stock —
—
—
—
—
—
—
—
—
—
Other comprehensive income (loss)^(a)
—
—
—
—
—
—
—
(1,535 ) —
(1,535 )
Common stock dividends/distributions —
—
—
—
—
—
—
—
(300,347 ) (300,347 )
Preferred stock dividends —
—
—
—
—
—
—
—
(10,997 ) (10,997 )
Net income (loss) —
—
—
—
—
—
—
—
98,366
98,366
Balance, September 30, 2016 337,569,931
$ 3,375
—
$ —
9,775,000
$ 98
$ 9,914,844
$ (5,541 ) $ (3,159,059 ) $ 6,753,717
(a)See the condensed consolidated statement of operations and other comprehensive income (loss) for the components of other comprehensive income (loss).

~~CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENT OF EQUITY~~

~~(In thousands of dollars, except share data) (Unaudited)~~

Common Stock 6.875% Mandatory Convertible Preferred Stock 4.50% Mandatory Convertible Preferred Stock AOCI
Shares ($0.01 Par) Shares ($0.01 Par) Shares ($0.01 Par) Additional
paid-in
capital Foreign Currency Translation Adjustments Dividends/Distributions in Excess of Earnings Total
Balance, January 1, 2017 360,536,659
$ 3,605
—
—
—
$ —
$ 10,938,236
$ (5,888 ) $ (3,378,838 ) $ 7,557,115
Stock-based compensation related activity, net of forfeitures 739,805
7
—
—
—
—
75,482
—
—
75,489
Purchases and retirement of capital stock (256,820 ) (3 ) —
—
—
—
(23,034 ) —
—
(23,037 )
Net proceeds from issuance of common stock 45,255,158
454
—
—
—
—
4,220,312
—
—
4,220,766
Net proceeds from issuance of preferred stock —
—
1,650,000
17
—
—
1,607,742
—
—
1,607,759
Other comprehensive income (loss)^(a)
—
—
—
—
—
—
—
929
—
929
Common stock dividends/distributions —
—
—
—
—
—
—
—
(1,083,200 ) (1,083,200 )
Preferred stock dividends —
—
—
—
—
—
—
—
(29,935 ) (29,935 )
Net income (loss) —
—
—
—
—
—
—
—
346,446
346,446
Balance, September 30, 2017 406,274,802
$ 4,063
1,650,000
$ 17
—
$ —
$ 16,818,738
$ (4,959 ) $ (4,145,527 ) $ 12,672,332

Common Stock 6.875% Mandatory Convertible Preferred Stock 4.50% Mandatory Convertible Preferred Stock AOCI
Shares ($0.01 Par) Shares ($0.01 Par) Shares ($0.01 Par) Additional
paid-in
capital Foreign Currency Translation Adjustments Dividends/Distributions in Excess of Earnings Total
Balance, January 1, 2016 333,771,660
$ 3,338
—
—
9,775,000
$ 98
$ 9,548,580
$ (4,398 ) $ (2,458,397 ) $ 7,089,221
Stock-based compensation related activity, net of forfeitures 257,720
2
—
—
—
—
67,260
—
—
67,262
Purchases and retirement of capital stock (287,513 ) (3 ) —
—
—
—
(24,756 ) —
—
(24,759 )
Net proceeds from issuance of common stock 3,828,064
38
—
—
—
—
323,760
—
—
323,798
Other comprehensive income (loss)^(a)
—
—
—
—
—
—
—
(1,143 ) —
(1,143 )
Common stock dividends/distributions —
—
—
—
—
—
—
—
(899,934 ) (899,934 )
Preferred stock dividends —
—
—
—
—
—
—
—
(32,991 ) (32,991 )
Net income (loss) —
—
—
—
—
—
—
—
232,263
232,263
Balance, September 30, 2016 337,569,931
$ 3,375
—
$ —
9,775,000
$ 98
$ 9,914,844
$ (5,541 ) $ (3,159,059 ) $ 6,753,717

See notes to condensed consolidated financial statements.

CROWN CASTLE ~~INTERNATIONAL CORP.~~INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited

(Tabular dollars in ~~thousands,~~millions, except per share amounts)

The information contained in the following notes to the condensed consolidated financial statements is condensed from that which would appear in the annual consolidated financial statements; accordingly, the condensed consolidated financial statements included herein should be reviewed in conjunction with the consolidated financial statements for the fiscal year ended December 31, ~~2016~~,2022, and related notes thereto, included in the ~~2016~~2022 Form 10-K filed by Crown Castle ~~International Corp.~~Inc. ("~~CCIC"~~CCI") with the SEC. Capitalized terms used but not defined in these notes to the condensed consolidated financial statements have the same meaning given to them in ~~our 2016~~the 2022 Form 10-K. References to the "Company" ~~include CCIC~~refer to CCI and its predecessor, as applicable, and their subsidiaries, unless otherwise indicated or the context indicates otherwise. As used herein, the term "including," and any variation thereof means "including without limitation." The use of the word "or" herein is not exclusive. Unless the context suggests otherwise, references to "U.S." are to the United States of America and Puerto Rico, collectively.

The Company owns, operates and leases shared ~~wireless~~communications infrastructure that ~~has been acquired or constructed over time and~~ is geographically dispersed throughout the ~~United States and Puerto Rico ("~~U.S."), ~~including:~~including (1) towers and other structures, such as rooftops (collectively, "towers"), and (2) fiber primarily supporting small cell networks ("small cells") and fiber ~~based solutions (collectively, "small cells"~~solutions. The Company's towers, small cells and ~~together with towers, "wireless infrastructure").~~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 ~~wireless~~communications infrastructure via long-term contracts in various forms, including ~~licenses, subleases~~lease, license, sublease and ~~lease agreements.~~service agreements (collectively, "tenant contracts").

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

As part of the Company's effort to provide comprehensive ~~wireless~~communications infrastructure solutions, as an ancillary business, the Company also offers certain ~~network~~ services primarily relating to its ~~wireless infrastructure,~~Towers segment, predominately consisting of (1) site development services relating to existing or new tenant equipment installations, ~~on its wireless infrastructure,~~ including: site acquisition, architectural and engineering, or zoning and permitting (collectively, "site development services") and (2) tenant equipment installation or subsequent ~~augmentations.~~augmentations (collectively, "installation services"). See note 12 for a discussion of the Company's restructuring plan, which includes discontinuing installation services as a Towers product offering.

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

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

Basis of Presentation

The condensed consolidated financial statements included herein are unaudited; however, they include all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to state fairly the condensed consolidated financial position of the Company at ~~September~~as of June 30, ~~2017, and~~2023, the condensed consolidated results of operations for the three and six months ended June 30, 2023 and 2022, and the condensed consolidated cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016.~~2022. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

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

~~Summary of Significant Accounting Policies~~

The significant accounting policies used in the preparation of the Company's condensed consolidated financial statements are disclosed in the 2016 Form 10-K, other than certain recent accounting pronouncements described below.

~~Recently Adopted Accounting Pronouncements~~

~~No accounting pronouncements adopted during the nine months ended September 30, 2017 had a material impact on the Company's condensed consolidated financial statements.~~

CROWN CASTLE ~~INTERNATIONAL CORP.~~INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)

(Tabular dollars in ~~thousands,~~millions, except per share amounts)

2.Summary of Significant Accounting Policies

Recently Adopted Accounting Pronouncements

No accounting pronouncements adopted during the six months ended June 30, 2023 had a material impact on the Company's condensed consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In May 2014, the FASB released updated guidance regarding the recognition of revenue from contracts with customers, exclusive of those contracts within lease accounting. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (1) identify the contracts with the customer; (2) identify the performance obligations in the contract; (3) determine the contract price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. This guidance is effective for the Company on January 1, 2018, following the FASB's July 2015 decision to defer the effective date of the standard by one year. This guidance is required to be applied, at the Company's election, either (1) retrospectively to each prior reporting period presented, or (2) with the cumulative effect being recognized at the date of initial application. The Company expects to adopt the guidance effective January 1, 2018 with the cumulative effect being recognized at the date of initial application, and doesNo new accounting pronouncements issued but not ~~expect the guidance~~yet adopted are expected to have a material impact on ~~its~~the Company's condensed consolidated financial statements.

~~In February 2016,~~

Site Rental Revenues

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

Site rental revenues from the Company's tenant contracts are recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the relevant tenant contract, which generally ranges from five to 15 years for wireless tenants and three to 20 years for fiber solutions tenants (including from organizations with high-bandwidth and multi-location demands), regardless of whether the payments from the tenant are received in equal monthly amounts during the life of the tenant contract. Certain of the Company's tenant contracts contain (1) fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the CPI), (2) multiple renewal periods exercisable at the tenant's option and (3) only limited termination rights at the applicable tenant's option through the current term. If the payment terms call for fixed escalators, upfront payments, or rent-free periods, the revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the tenant contract. When calculating straight-line rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions, even if such escalation provisions contain a variable element in addition to a minimum. The Company's assets related to straight-line site rental revenues are recorded within "Current portion of deferred site rental receivables" and "Deferred site rental receivables" on the recognition, measurement, presentation and disclosure of leases. The new guidance requires lessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments for all leases with a term greater than 12 months. The accounting for lessors remains largely unchanged from existing guidance. This guidance is effective for the Company as of January 1, 2019 and is required to be applied using a modified retrospective approach for all leases existing at, or entered into after, the beginning of the earliest comparative period presented. Early adoption is permitted, however, the Company does not expect to early adopt the new guidance. The Company (1) has established and is progressing through the various steps of a cross functional project plan to assess the impact of the standard; (2) expects this guidance to have a material impact on itsCompany's condensed consolidated balance ~~sheet due~~sheet. Amounts billed or received prior to being earned are deferred and reflected in "Deferred revenues" and "Other long-term liabilities" on the Company's condensed consolidated balance sheet. Amounts to which the Company has an unconditional right to payment, which are related to both satisfied or partially satisfied performance obligations, are recorded within "Receivables, net" on the Company's condensed consolidated balance sheet.

Sprint Cancellation Payments. For the three and six months ended June 30, 2023, site rental revenues include $106 million and $154 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 $57 million of accelerated prepaid rent amortization in the Company's Fiber segment during the three and six months ended June 30, 2023.

Services and Other Revenues

As part of the Company’s effort to provide comprehensive communications infrastructure solutions, as an ancillary business, the Company offers certain services primarily relating to its Towers segment, predominately consisting of (1) site development services and (2) installation services. See note 12 for a discussion of the Company's restructuring plan, which includes 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 addition of right-of-use assets and lease liabilities for all lessee arrangements with a term greater than 12 months; and (3) continues to assess additional impacts to its condensed consolidated financial statements, including the condensed consolidated statement of operations and the condensed consolidated statement of cash flows.

~~In February 2017, the FASB issued new guidance which clarifies the scope and application~~tenant. The services revenue recognized is based on accounting for the de-recognition of non-financial assets and in substance non-financial assets, including sales and partial sales of real estate assets. The new guidance also eliminates the existing industry specific guidance for partial sales of real estate, and requires full gain recognition upon partial sales of real estate. The guidance is effective for the Company as of January 1, 2018. The guidance may be early adopted, but must be adopted concurrently with the FASB's May 2014 guidance on revenue from contracts with customers. The guidance is required to be applied, at the Company's election, either (1) retrospectively to each prior reporting period presented or (2) with the cumulative effect being recognized at the date of initial application. The Company does not expect this guidance to have a material impact on its condensed consolidated financial statements.

~~FiberNet Acquisition~~

On November 1, 2016, the Company announced that it had entered into a definitive agreement to acquire FPL FiberNet Holdings, LLC and certain other subsidiaries of NextEra Energy, Inc. (collectively, "FiberNet") for approximately $1.5 billion in cash, subject to certain limited adjustments ("FiberNet Acquisition"). FiberNet is a fiber services provider in Florida and Texas that, asan allocation of the ~~agreement date, owned~~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 ~~had rights to approximately 11,500 route miles~~all of ~~fiber installed or under construction, inclusive of approximately 6,000 route miles in top metro markets. On January 17, 2017,~~ the ~~Company closed the FiberNet Acquisition which was financed using proceeds from its November 2016 Equity Financing and borrowings under the 2016 Revolver (see note 4).~~

~~The preliminary purchase price allocation for the FiberNet Acquisition is shown below and is based upon a preliminary valuation which is subject to change as the Company obtains additional information~~above performance obligations. Amounts are billed per contractual milestones, with ~~respect to fixed assets, intangible assets and certain liabilities.~~payments generally due within 45

CROWN CASTLE ~~INTERNATIONAL CORP.~~INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)

(Tabular dollars in ~~thousands,~~millions, except per share amounts)

Preliminary Purchase Price Allocation
Current Assets $ 51,791
Property and equipment 439,961
Goodwill^(a)
779,013
Other intangible assets, net^(b)
327,338
Other non-current assets 72
Current liabilities (36,438 )
Other non-current liabilities (40,907 )
Net assets acquired^(c)
$ 1,520,830

~~Net revenues attributable to the FiberNet Acquisition are included in the Company's~~condensed consolidated ~~statements~~statement of operations and comprehensive income (loss) ~~since~~. Since performance obligations are typically satisfied prior to receiving payment from tenants, the ~~date~~unconditional right to payment is recorded within "Receivables, net" on the ~~acquisition was completed. For~~Company’s condensed consolidated balance sheet. Generally, the ~~nine~~services the Company provides to its tenants have a duration of one year or less.

Additional Information on Revenues

As of January 1, 2023 and June 30, 2023, $2.3 billion and $2.4 billion of unrecognized revenues, respectively, were reported in "Deferred revenues" and "Other long-term liabilities" on the Company's condensed consolidated balance sheet. During the six months ended ~~September~~June 30, ~~2017, the FiberNet Acquisition contributed $109.0 million to consolidated net revenues.~~

~~Wilcon Acquisition~~

On April 17, 2017, the Company announced that it had entered into a definitive agreement to acquire Wilcon Holdings LLC ("Wilcon") from Pamlico Holdings and other unit holders of Wilcon for approximately $600 million in cash, subject to certain limited adjustments ("Wilcon Acquisition"). Wilcon is a fiber services provider that owns approximately 1,900 route miles of fiber, primarily in Los Angeles and San Diego. On June 26, 2017, the Company closed the Wilcon Acquisition, which was financed using proceeds from the May 2017 Equity Financing (as defined in note 9) and the 4.75% Senior Notes (as defined in note 4).

The preliminary purchase price of approximately $600 million was primarily comprised of other intangible assets (predominantly comprised of site rental contracts and customer relationships) of approximately $140 million, property and equipment of approximately $150 million, goodwill of2023, approximately $360 million ~~offset by deferred~~of the January 1, 2023 unrecognized revenues balance was recognized as revenues. As of ~~approximately $40 million.~~

~~The preliminary purchase price allocation for the Wilcon Acquisition resulted~~January 1, 2022, $2.6 billion of unrecognized revenues were reported in ~~the recognition of goodwill based~~"Deferred revenues" and "Other long-term liabilities" on ~~(1)~~ the Company's ~~expectation~~condensed consolidated balance sheet. During the six months ended June 30, 2022, approximately $350 million of the January 1, 2022 unrecognized revenues balance was recognized as revenues.

The following table is a summary of the contracted amounts owed to ~~leverage~~ the ~~Wilcon fiber footprint~~Company by tenants pursuant to ~~support new small cell networks and fiber based solutions, (2)~~tenant contracts in effect as of June 30, 2023.


	Six Months Ending December 31,		Years Ending December 31,
	2023		2024		2025		2026		2027		Thereafter		Total
Contracted amounts(a)	$	2,472	$	4,522	$	4,173	$	4,042	$	3,988	$	19,166	$	38,363

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

See note 10 for further information regarding the Company's ~~existing fiber assets and its location primarily in Los Angeles and San Diego, where the Company expects to see wireless carrier network investments, (3)~~ the Company's belief that the acquired fiber assets are well positioned to benefit from the continued growth trends in the wireless industry, and (4) other intangibles not qualified for separate recognition, including the assembled workforce. The preliminary purchase price allocation for the Wilcon Acquisition is based upon a preliminary valuation which is subject to change as the Company obtains additional information with respect to fixed assets, intangible assets and certain liabilities.operating segments.

~~Lightower Acquisition~~

On July 18, 2017, the Company announced that it has entered into a definitive agreement to acquire LTS Group Holdings LLC ("Lightower") from Berkshire Partners, Pamlico Capital and other investors for approximately $7.1 billion in cash, subject to certain limited adjustments ("Lightower Acquisition"). Lightower owns or has rights to approximately 32,000 route miles of fiber located primarily in top metro markets in the Northeast, including Boston, New York and Philadelphia. On November 1, 2017, the Company closed the Lightower Acquisition, which was financed using (1) cash on hand, including proceeds from the July 2017 Equity Financings and August 2017 Senior Notes Offering, and (2) borrowings under the 2016 Revolver. Due to the proximity of the closing of the Lightower Acquisition to the 10-Q filing date, the Company was not able to determine the preliminary purchase price allocation or provide pro forma financial information as of the date of this report. See note 12.

CROWN CASTLE ~~INTERNATIONAL CORP.~~INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)

(Tabular dollars in ~~thousands,~~millions, except per share amounts)

4.Debt and Other Obligations

The table below sets forth the Company's debt and other obligations as of June 30, 2023.


	Original Issue Date		Final Maturity Date(a)		Balance as of June 30, 2023			Balance as of December 31, 2022		Stated Interest Rate as of June 30, 2023(a)(b)
Secured Notes, Series 2009-1, Class A-2	July 2009		Aug. 2029		$	43		$	47	9.0	%
Tower Revenue Notes, Series 2015-2	May 2015		May 2045	(c)	698			698		3.7	%
Tower Revenue Notes, Series 2018-2	July 2018		July 2048	(c)	745			745		4.2	%
Finance leases and other obligations	Various	(d)	Various	(d)	266			246		Various		(d)
Total secured debt					1,752			1,736
2016 Revolver	Jan. 2016		July 2027		679		(e)	1,305		6.3	%	(f)
2016 Term Loan A	Jan. 2016		July 2027		1,177			1,192		6.3	%	(f)
Commercial Paper Notes	Various	(g)	Various	(g)	218		(g)	1,241		5.9	%
3.150% Senior Notes	Jan. 2018		July 2023		750		(h)	749		3.2	%
3.200% Senior Notes	Aug. 2017		Sept. 2024		748			748		3.2	%
1.350% Senior Notes	June 2020		July 2025		497			497		1.4	%
4.450% Senior Notes	Feb. 2016		Feb. 2026		897			896		4.5	%
3.700% Senior Notes	May 2016		June 2026		747			747		3.7	%
1.050% Senior Notes	Feb. 2021		July 2026		994			992		1.1	%
4.000% Senior Notes	Feb. 2017		Mar. 2027		497			497		4.0	%
2.900% Senior Notes	Mar. 2022		Mar. 2027		743			742		2.9	%
3.650% Senior Notes	Aug. 2017		Sept. 2027		996			996		3.7	%
5.000% Senior Notes	Jan. 2023		Jan. 2028		990			—		5.0	%
3.800% Senior Notes	Jan. 2018		Feb. 2028		994			993		3.8	%
4.800% Senior Notes	Apr. 2023	(i)	Sept. 2028	(i)	593			—		4.8	%
4.300% Senior Notes	Feb. 2019		Feb. 2029		595			594		4.3	%
3.100% Senior Notes	Aug. 2019		Nov. 2029		546			545		3.1	%
3.300% Senior Notes	Apr. 2020		July 2030		740			739		3.3	%
2.250% Senior Notes	June 2020		Jan. 2031		1,091			1,090		2.3	%
2.100% Senior Notes	Feb. 2021		Apr. 2031		990			989		2.1	%
2.500% Senior Notes	June 2021		July 2031		742			742		2.5	%
5.100% Senior Notes	Apr. 2023	(i)	May 2033	(i)	742			—		5.1	%
2.900% Senior Notes	Feb. 2021		Apr. 2041		1,234			1,233		2.9	%
4.750% Senior Notes	May 2017		May 2047		344			344		4.8	%
5.200% Senior Notes	Feb. 2019		Feb. 2049		396			396		5.2	%
4.000% Senior Notes	Aug. 2019		Nov. 2049		346			346		4.0	%
4.150% Senior Notes	Apr. 2020		July 2050		490			490		4.2	%
3.250% Senior Notes	June 2020		Jan. 2051		890			890		3.3	%
Total unsecured debt					20,666			19,993
Total debt and other obligations					22,418			21,729
Less: current maturities of debt and other obligations					819			819
Non-current portion of debt and other long-term obligations					$	21,599		$	20,910


4.			~~Debt and Other Obligations~~

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

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

(c)If the Tower Revenue Notes, Series 2015-2 and Series 2018-2 (collectively, "Tower Revenue Notes") are not paid in full on or prior to an applicable anticipated repayment date, then Excess Cash Flow (as defined in the indenture governing the terms of such notes) of the issuers of such notes will be used to repay principal of the applicable series and class of the Tower Revenue Notes, and additional interest (of an additional approximately 5% per annum) will accrue on the respective Tower Revenue Notes. As of June 30, 2023, the Tower Revenue Notes, Series 2015-2 and Series 2018-2 have principal amounts of $700 million and $750 million, with anticipated repayment dates in 2025 and 2028, respectively.

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

(e)As of June 30, 2023, the undrawn availability under the Company's senior unsecured revolving credit facility ("2016 Revolver") was $6.3 billion.

(f)Both the 2016 Revolver and the senior unsecured term loan A facility ("2016 Term Loan A" and, collectively, "2016 Credit Facility") bear interest, at the Company's option, at either (1) Term SOFR plus (i) a credit spread adjustment of 0.10% per annum and (ii) a credit spread ranging from 0.875% to 1.750% per annum or (2) an alternate base rate plus a credit spread ranging from 0.000% to 0.750% per annum, in each case, with the applicable credit

Original
Issue Date

Contractual
Maturity
Date ^(a)

Balance as of
September 30, 2017

Balance as of
December 31, 2016

Stated Interest
Rate as of
September 30, 2017^(a)
Bank debt - variable rate:
2016 Revolver Jan. 2016 Aug. 2022
^(e)
$ —
^(b)(d)(e)(f)
$ —
2.6 %
2016 Term Loan A Jan. 2016 Aug. 2022
^(e)
2,411,400
^(e)
1,954,173
2.6 %
Total bank debt 2,411,400
1,954,173

Securitized debt - fixed rate:
Secured Notes, Series 2009-1, Class A-1 July 2009 Aug. 2019 36,595
51,416
6.3 %
Secured Notes, Series 2009-1, Class A-2 July 2009 Aug. 2029 69,469
68,737
9.0 %
Tower Revenue Notes, Series 2010-3 Jan. 2010 Jan. 2040
^(c)
1,245,639
1,244,237
6.1 %
Tower Revenue Notes, Series 2010-6 Aug. 2010 Aug. 2040
^(c)
994,905
993,557
4.9 %
Tower Revenue Notes, Series 2015-1 May 2015 May 2042
^(c)
297,051
296,573
3.2 %
Tower Revenue Notes, Series 2015-2 May 2015 May 2045
^(c)
692,065
691,285
3.7 %
Total securitized debt 3,335,724
3,345,805

Bonds - fixed rate:
5.250% Senior Notes Oct. 2012 Jan. 2023 1,638,680
1,637,099
5.3 %
3.849% Secured Notes Dec. 2012 Apr. 2023 992,317
991,279
3.8 %
4.875% Senior Notes Apr. 2014 Apr. 2022 841,645
840,322
4.9 %
3.400% Senior Notes Feb./May 2016 Feb. 2021 849,836
849,698
3.4 %
4.450% Senior Notes Feb. 2016 Feb. 2026 890,887
890,118
4.5 %
3.700% Senior Notes May 2016 June 2026 742,521
741,908
3.7 %
2.250% Senior Notes Sept. 2016 Sept. 2021 695,069
693,893
2.3 %
4.000% Senior Notes Feb. 2017 March 2027 493,810
^(d)
—
4.0 %
4.750% Senior Notes May 2017 May 2047 342,524
^(f)
—
4.8 %
3.200% Senior Notes Aug. 2017 Sept. 2024 741,561
^(g)
—
3.2 %
3.650% Senior Notes Aug. 2017 Sept. 2027 990,734
^(g)
—
3.7 %
Total bonds 9,219,584
6,644,317

Other:
Capital leases and other obligations Various Various 237,707
226,847
Various
Total debt and other obligations 15,204,415
12,171,142

Less: current maturities and short-term debt and other current obligations 114,198
101,749

Non-current portion of long-term debt and other long-term obligations $ 15,090,217
$ 12,069,393

~~As of~~ ~~September 30, 2017, the undrawn availability under the 2016 Revolver was $3.5 billion. In November 2017, the Company used proceeds from its 2016 Revolver to partially fund the Lightower Acqusition. See notes 3 and 12.~~

CROWN CASTLE ~~INTERNATIONAL CORP.~~INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)

(Tabular dollars in ~~thousands,~~millions, except per share amounts)

spread based on the Company's senior unsecured debt rating. The Company pays a commitment fee ranging from 0.080% to 0.300%, based on the Company's senior unsecured debt rating, per annum on the undrawn available amount under the 2016 Revolver. See the 2022 Form 10-K, including note 7 to the consolidated financial statements, for information regarding potential adjustments to such percentages.

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

(h)In July 2023, the Company repaid in full the 3.150% Senior Notes ~~Offering"~~on the contractual maturity date.

(i)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 ~~August 2017 Senior Notes Offering to partially fund~~outstanding indebtedness under the ~~Lightower Acquisition~~2016 Revolver and pay related fees and expenses. ~~See notes 3~~

Scheduled Principal Payments and ~~12.~~

~~Contractual~~Final Maturities

The following are the scheduled ~~contractual~~principal payments and final maturities of the total debt and other long-term obligations of the Company outstanding as of ~~September~~June 30, ~~2017. These maturities reflect contractual maturity dates and~~2023, which do not consider the principal payments that will commence following the anticipated repayment dates on the Tower Revenue Notes.


	Six Months Ending December 31,			Years Ending December 31,										Total Cash Obligations		Unamortized Adjustments, Net		Total Debt and Other Obligations Outstanding
	2023			2024		2025		2026		2027		Thereafter
Scheduled principal payments and final maturities	$	1,002	(a)	$	835	$	596	$	2,774	$	3,924	$	13,452	$	22,583	$	(165)	$	22,418

Three Months Ending
December 31,
Years Ending December 31, Unamortized Adjustments, Net Total Debt and Other Obligations Outstanding
2017 2018 2019 2020 2021 Thereafter Total Cash Obligations
Scheduled contractual maturities $ 29,588
$ 113,667
$ 166,726
$ 154,989
$ 1,824,666
$ 13,022,295
$ 15,311,931
$ (107,516 ) $ 15,204,415

(a)Predominately consists of outstanding indebtedness under the CP Program as discussed in footnote (g) of the preceding table and $750 million aggregate principal amount of 3.150% senior unsecured notes ("3.150% Senior Notes") due July 2023. In July 2023, the Company repaid in full the 3.150% Senior Notes on the contractual maturity date.

Purchases and Redemptions of Long-Term Debt

There were no purchases and redemptions of long-term debt during the six months ended June 30, 2023.

Interest Expense and Amortization of Deferred Financing Costs, Net

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Interest expense on debt obligations	$	205	$	161	$	403	$	322
Amortization of deferred financing costs and adjustments on long-term debt	7		7		14		13
Capitalized interest	(4)		(3)		(7)		(6)
Total	$	208	$	165	$	410	$	329

5.Fair Value Disclosures

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Interest expense on debt obligations $ 151,765
$ 126,616
$ 422,765
$ 374,363
Amortization of deferred financing costs and adjustments on long-term debt 4,882
4,601
13,973
14,522
Other, net of capitalized interest (2,501 ) (1,301 ) (6,336 ) (3,229 )
Total $ 154,146
$ 129,916
$ 430,402
$ 385,656


	Level in Fair Value Hierarchy	June 30, 2023				December 31, 2022
		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	1	$	276	$	276	$	156	$	156
Restricted cash, current and non-current	1	212		212		171		171

Liabilities:
Total debt and other obligations	2	22,418		20,344		21,729		19,554

Level in Fair Value Hierarchy September 30, 2017 December 31, 2016

Carrying
Amount

Fair
Value

Carrying
Amount

Fair
Value
Assets:
Cash and cash equivalents 1 $ 6,719,134
$ 6,719,134
$ 567,599
$ 567,599
Restricted cash, current and non-current 1 120,730
120,730
129,547
129,547
Liabilities:
Total debt and other obligations 2 15,204,415
15,848,408
12,171,142
12,660,013

The fair ~~value~~values of cash and cash equivalents and restricted cash approximate the carrying ~~value.~~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~~Since December 31, 2022, there have been no changes ~~since~~ ~~December 31, 2016~~ in the Company's valuation techniques used to measure fair values.

CROWN CASTLE INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)

(Tabular dollars in millions, except per share amounts)

The Company operates as a REIT for U.S. federal income tax purposes. As a REIT, the Company is generally entitled to a deduction for dividends that it pays and, therefore, is not subject to U.S. federal corporate income tax on its net taxable income that is currently distributed to its stockholders. The Company ~~also~~ may be subject to certain federal, state, local and foreign taxes on its income, ~~and assets,~~ including (1) ~~alternative minimum taxes, (2)~~ taxes on any undistributed income ~~(3)~~and (2) taxes related to the ~~TRSs, (4) certain state, local, or foreign income taxes, (5) franchise taxes, (6) property taxes, and (7) transfer taxes.~~TRSs. In addition, the Company could, inunder 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.

~~CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)~~

~~(Tabular dollars in thousands, except per share amounts)~~

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

For the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, the Company's effective tax rate differed from the federal statutory rate predominately due to the Company's REIT status, including the dividends paid deduction.

7.Per Share Information

Basic net income (loss) ~~attributable to CCIC common stockholders,~~, per common share, excludes dilution and is computed by dividing net income (loss) ~~attributable to CCIC common stockholders~~ by the weighted-average number of common shares outstanding during the period. For the ~~three and nine~~six months ended ~~September~~June 30, ~~2017,~~2023 and 2022, diluted net income (loss) ~~attributable to CCIC common stockholders,~~, per common share, is computed by dividing net income (loss) ~~attributable to CCIC common stockholders~~ by the weighted-average number of common shares outstanding during the period, plus any potential dilutive common share equivalents, including shares issuable ~~(1)~~ upon the vesting of restricted stock ~~awards and restricted stock~~ units ("RSUs") as determined under the treasury stock method and (2) upon conversion of the Company's 6.875% Mandatory Convertible Preferred Stock (as defined in note 9), as determined under the if-converted method. For the three and nine months ended September 30, 2016, diluted net income (loss) attributable to CCIC common stockholders, per common share is computed by dividing net income (loss) attributable to CCIC common stockholders by the weighted-average number of common shares outstanding during the period plus any potential dilutive common share equivalents, including shares issuable (1) upon the vesting of restricted stock awards and restricted stock units as determined under the treasury stock method and (2) upon conversion of the Company's previously outstanding 4.50% Mandatory Convertible Preferred Stock, which converted to common stock during the fourth quarter of 2016, as determined under the if-converted method.

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Net income (loss) attributable to CCIC stockholders $ 115,194
$ 98,366
$ 346,446
$ 232,263
Dividends on preferred stock (29,935 ) (10,997 ) (29,935 ) (32,991 )
Net income (loss) attributable to CCIC common stockholders for basic and diluted computations $ 85,259
$ 87,369
$ 316,511
$ 199,272

Weighted-average number of common shares outstanding (in thousands):
Basic weighted-average number of common stock outstanding 395,359
337,564
373,561
336,426
Effect of assumed dilution from potential common shares relating to restricted stock units and restricted stock awards 1,676
845
1,431
650
Diluted weighted-average number of common shares outstanding 397,035
338,409
374,992
337,076

Net income (loss) attributable to CCIC common stockholders, per common share:
Basic $ 0.22
$ 0.26
$ 0.85
$ 0.59
Diluted $ 0.21
$ 0.26
$ 0.84
$ 0.59


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income (loss)	$	455	$	421	$	874	$	842

Weighted-average number of common shares outstanding (in millions):
Basic weighted-average number of common stock outstanding	434		433		433		433
Effect of assumed dilution from potential issuance of common shares relating to restricted stock units	—		1		1		1
Diluted weighted-average number of common shares outstanding	434		434		434		434

Net income (loss), per common share:
Basic	$	1.05	$	0.97	$	2.02	$	1.95
Diluted	$	1.05	$	0.97	$	2.01	$	1.94

Dividends/distributions declared per share of common stock	$	1.565	$	1.470	$	3.130	$	2.940

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2023, the Company granted ~~1.3~~one million ~~restricted stock units. For both the three and nine months ended September 30, 2017, 15.9 million common share equivalents related~~RSUs to the ~~6.875% Mandatory Convertible Preferred Stock were excluded from the dilutive common shares because the impact of such conversion would be anti-dilutive, based on the~~ Company's ~~common stock price as of September 30, 2017. For both the three~~executives and nine months ended September 30, 2016, 11.6 million common share equivalents related to the previously outstanding 4.50% Mandatory Convertible Preferred Stock were excluded from the dilutive common shares because the impact of such conversion would be anti-dilutive, based on the Company's common stock price as of September 30, 2016.certain other employees.

~~CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES~~8.Commitments and Contingencies

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)~~

~~(Tabular dollars in thousands, except per share amounts)~~

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 condensed consolidated financial position or results of operations. ~~Additionally, the~~The Company and certain of its subsidiaries are also contingently liable for commitments or performance guarantees arising in the ordinary course of business, including certain letters of credit or surety bonds. In addition, as mentioned in note 1, the Company has the option to purchase approximately 53% of ~~the Company's~~its towers at the end of their respective lease terms. The Company has no obligation to exercise such purchase options.

CROWN CASTLE INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)

(Tabular dollars in millions, except per share amounts)

Declaration and Payment of Dividends

During the ~~nine~~six months ended ~~September~~June 30, ~~2017~~,2023, the following ~~dividends~~dividends/distributions were declared ~~and~~or paid:

Equity Type

Declaration Date

Record Date

Payment Date

Dividends Per Share

Aggregate

Payment

Amount(a)

Common Stock

February 7, 2023

March 15, 2023

March 31, 2023

1.565

681

Common Stock

May 1, 2023

June 15, 2023

June 30, 2023

1.565

681

Equity Type Declaration Date Record Date Payment Date Dividends Per Share
Aggregate
Payment
Amount
(In millions)

Common Stock February 17, 2017 March 17, 2017 March 31, 2017 $ 0.95
$ 343.3
^(a)
Common Stock May 18, 2017 June 16, 2017 June 30, 2017 $ 0.95
$ 350.3
^(a)
Common Stock August 3, 2017 September 15, 2017 September 29, 2017 $ 0.95
$ 389.6
^(a)
6.875% Mandatory Convertible Preferred Stock September 21, 2017 October 15, 2017 November 1, 2017 $ 18.1424
$ 29.9

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

See also note 12 for a discussion of the Company's ~~October 2017 declaration of its quarterly~~ common stock ~~dividend.~~dividend declared in July 2023.

Purchases of the Company's Common Stock

For the ~~nine~~six months ended ~~September~~June 30, ~~2017~~,2023, the Company purchased ~~0.3~~0.2 million shares of its common stock utilizing ~~$23.0~~$29 million in cash. The shares of common stock ~~shares~~ purchased relate to shares withheld in connection with the payment of withholding taxes upon vesting of ~~restricted stock.~~RSUs.

~~"At the Market"~~2021 "At-the-Market" Stock Offering Program

~~The~~In March 2021, the Company ~~maintains~~established an ~~"at the market"~~"at-the-market" stock offering program ~~("ATM Program")~~ through which it may ~~from time to time,~~ issue and sell shares of its common stock having an aggregate ~~cumulative~~ gross sales price of up to ~~$500.0~~$750 million ~~to or through sales agents.~~("2021 ATM Program"). Sales ~~if any,~~ under the 2021 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, ~~of the Company,~~ at negotiated prices. The Company intends to use the net proceeds from any sales under the 2021 ATM Program for general corporate purposes, which may include (1) the funding of future acquisitions or investments ~~and~~or (2) the repayment or repurchase of any outstanding indebtedness. ~~During the nine months ended September 30, 2017, 0.2 million~~The Company has not sold any shares of common stock ~~were sold~~ under the ATM Program generating net proceeds of $22.0 million after giving effect to sales agent commissions of $0.2 million. As of September 30, 2017, the Company had approximately $150 million of gross sales of common stock availability remaining under the2021 ATM Program.

~~May 2017 Equity Financing~~

On May 1, 2017, the Company completed an offering of 4.75 million shares of its common stock, which generated net proceeds of approximately $442 million ("May 2017 Equity Financing"). The Company used the net proceeds of the May 2017 Equity Financing to partially fund the Wilcon Acquisition.10.Operating Segments

~~CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)~~

~~(Tabular dollars in thousands, except per share amounts)~~

~~July 2017 Equity Financings~~

On July 26, 2017, the Company completed an offering of 40.15 million shares of common stock, including certain additional shares sold pursuant to the underwriters' option, which generated net proceeds of approximately $3.8 billion ("July 2017 Common Stock Offering"). The Company used the net proceeds of the July 2017 Common Stock Offering to partially fund the Lightower Acquisition and pay related fees and expenses. See note 12.

On July 26, 2017, the Company completed an offering of 1.65 million shares of the Company's 6.875% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share, at $1,000 per share ("6.875% Mandatory Convertible Preferred Stock"), including certain additional shares sold pursuant to the underwriters' option, which generated net proceeds of approximately $1.6 billion ("Mandatory Convertible Preferred Stock Offering"). The Company used the net proceeds from the Mandatory Convertible Preferred Stock Offering to partially fund the Lightower Acquisition and pay related fees and expenses. See note 12.

The holders of the 6.875% Mandatory Convertible Preferred Stock are entitled to receive cumulative dividends, when and if declared by the Company's board of directors, at the rate of 6.875% on the liquidation preference of $1,000 per share. The dividends may be paid in cash or, subject to certain limitations, in shares of the Company's common stock or any combination of cash and shares of common stock on February 1, May 1, August 1 and November 1 of each year, commencing on November 1, 2017 and to, and including, August 1, 2020. The terms of the 6.875% Mandatory Convertible Preferred Stock provide that, unless accumulated dividends have been paid or set aside for payment on all outstanding shares of 6.875% Mandatory Convertible Preferred Stock for all past dividend periods, no dividends may be declared or paid on common stock.

Unless converted earlier, each outstanding share of the 6.875% Mandatory Convertible Preferred Stock will automatically convert on August 1, 2020 into between 8.6806 and 10.4167 shares of the Company's common stock, depending on the applicable market value of the common stock and subject to certain anti-dilution adjustments. At any time prior to August 1, 2020, holders of the 6.875% Mandatory Convertible Preferred Stock may elect to convert all or a portion of their shares into common stock at the minimum conversion rate of 8.6806, subject to certain anti-dilution adjustments.

~~The July 2017 Common Stock Offering and Mandatory Convertible Preferred Stock Offering are collectively referred to herein as "July 2017 Equity Financings."~~

~~CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)~~

~~(Tabular dollars in thousands, except per share amounts)~~

The Company's operating segments ~~are~~consist of (1) Towers and (2) ~~Small Cells.~~Fiber. The Towers segment provides access, including space or capacity, to the Company's ~~approximately~~more than 40,000 towers geographically dispersed throughout the U.S. The Towers segment also reflects certain ~~network~~ancillary services relating to the Company's towers, predominately consisting of site development services and installation services. See note 12 for a discussion of the Company's restructuring plan, which includes discontinuing installation services as a Towers product offering. The ~~Small Cells~~Fiber segment provides access, including space or capacity, to the Company's approximately ~~32,000~~(1) 120,000 small cells on air or under contract and (2) 85,000 route miles of fiber primarily supporting small ~~cell networks~~cells and fiber ~~based solutions.~~solutions geographically dispersed throughout the U.S.

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

The following tables set forth the ~~respective segment.~~

Company's segment operating results for the six months ended June 30, 2023 and 2022. Costs that are directly attributable to Towers and ~~Small Cells~~Fiber are assigned to those respective segments. Additionally, certain costs are shared across segments and are reflected in the Company's segment measures through allocations that management believes to be reasonable. The "Other" column (1) represents amounts excluded from specific segments, such as 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), ~~cumulative effect of a change in accounting principle, income (loss) from discontinued operations, and~~ stock-based compensation expense, net and

CROWN CASTLE INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)

(Tabular dollars in millions, except per share amounts)

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" total assets balance includes corporate assets such as cash and cash equivalents which have not been allocated to specific segments. There are no significant revenues resulting from transactions between the Company's operating segments.


	Three Months Ended June 30, 2023								Three Months Ended June 30, 2022
	Towers		Fiber		Other		Consolidated Total		Towers		Fiber		Other		Consolidated Total
Segment site rental revenues	$	1,080	$	648			$	1,728	$	1,078	$	489			$	1,567
Segment services and other revenues	124		15				139		164		3				167
Segment revenues	1,204		663				1,867		1,242		492				1,734
Segment site rental costs of operations	243		171				414		232		162				394
Segment services and other costs of operations	92		3				95		107		2				109
Segment costs of operations(a)(b)	335		174				509		339		164				503
Segment site rental gross margin	837		477				1,314		846		327				1,173
Segment services and other gross margin	32		12				44		57		1				58
Segment selling, general and administrative expenses(b)	30		51				81		28		46				74
Segment operating profit (loss)	839		438				1,277		875		282				1,157
Other selling, general and administrative expenses(b)					$	88	88						$	79	79
Stock-based compensation expense, net					50		50						44		44
Depreciation, amortization and accretion					445		445						427		427
Interest expense and amortization of deferred financing costs, net					208		208						165		165
Other (income) expenses to reconcile to income (loss) before income taxes(c)					24		24						16		16
Income (loss) before income taxes							$	462							$	426
Capital expenditures	$	61	$	306	$	12	$	379	$	45	$	247	$	11	$	303
Total assets (at period end)	$	21,973	$	16,166	$	903	$	39,042	$	22,286	$	15,859	$	868	$	39,013

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

(b)Segment costs of operations excludes (1) stock-based compensation expense, net of $9 million and $7 million for the three months ended June 30, 2023 and 2022, respectively, and (2) prepaid lease purchase price adjustments of $4 million for each of the three months ended June 30, 2023 and 2022. Segment selling, general and administrative expenses and other selling, general and administrative expenses exclude stock-based compensation expense, net of $41 million and $37 million for the three months ended June 30, 2023 and 2022, respectively.

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

CROWN CASTLE ~~INTERNATIONAL CORP.~~INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)

(Tabular dollars in ~~thousands,~~millions, except per share amounts)


	Six Months Ended June 30, 2023								Six Months Ended June 30, 2022
	Towers		Fiber		Other		Consolidated Total		Towers		Fiber		Other		Consolidated Total
Segment site rental revenues	$	2,161	$	1,191			$	3,352	$	2,153	$	990			$	3,143
Segment services and other revenues	270		18				288		327		6				333
Segment revenues	2,431		1,209				3,640		2,480		996				3,476
Segment site rental costs of operations	477		343				820		458		323				781
Segment services and other costs of operations	191		5				196		216		4				220
Segment costs of operations(a)(b)	668		348				1,016		674		327				1,001
Segment site rental gross margin	1,684		848				2,532		1,695		667				2,362
Segment services and other gross margin	79		13				92		111		2				113
Segment selling, general and administrative expenses(b)	61		100				161		56		93				149
Segment operating profit (loss)	1,702		761				2,463		1,750		576				2,326
Other selling, general and administrative expenses(b)					$	170	170						$	153	153
Stock-based compensation expense					91		91						83		83
Depreciation, amortization and accretion					876		876						847		847
Interest expense and amortization of deferred financing costs, net					410		410						329		329
Other (income) expenses to reconcile to income (loss) before income taxes(c)					28		28						61		61
Income (loss) before income taxes							$	888							$	853
Capital expenditures	$	111	$	585	$	24	$	720	$	92	$	469	$	23	$	584

Three Months Ended September 30, 2017 Three Months Ended September 30, 2016
Towers Small Cells Other
Consolidated
Total
Towers Small Cells Other
Consolidated
Total
Segment site rental revenues $ 724,813
$ 167,950
$ 892,763
$ 709,603
$ 102,429
$ 812,032
Segment network services and other revenues 153,001
17,474
170,475
166,979
13,005
179,984
Segment revenues 877,814
185,424
1,063,238
876,582
115,434
992,016
Segment site rental cost of operations 212,037
59,319
271,356
210,322
37,754
248,076
Segment network services and other cost of operations 90,845
14,245
105,090
97,395
10,194
107,589
Segment cost of operations^(a)
302,882
73,564
376,446
307,717
47,948
355,665
Segment site rental gross margin 512,776
108,631
621,407
499,281
64,675
563,956
Segment network services and other gross margin 62,156
3,229
65,385
69,584
2,811
72,395
Segment general and administrative expenses ^(a)
22,490
18,415
41,085
81,990
22,225
14,480
35,526
72,231
Segment operating profit (loss) 552,442
93,445
(41,085 ) 604,802
546,640
53,006
(35,526 ) 564,120
Stock-based compensation expense 24,681
24,681
22,594
22,594
Depreciation, amortization and accretion 296,033
296,033
280,824
280,824
Interest expense and amortization of deferred financing costs 154,146
154,146
129,916
129,916
Other income (expenses) to reconcile to income (loss) before income taxes^(b)
12,365
12,365
27,379
27,379
Income (loss) before income taxes $ 117,577
$ 103,407
Capital expenditures $ 108,625
$ 171,650
$ 7,876
$ 288,151
$ 103,679
$ 111,885
$ 5,617
$ 221,181
Total assets (at period end) $ 18,099,103
$ 5,927,354
$ 6,985,299
$ 31,011,756
$ 18,466,528
$ 3,298,927
$ 406,268
$ 22,171,723

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

(b)Segment costs of operations excludes (1) stock-based compensation expense, net of $17 million and $14 million for the six months ended June 30, 2023 and 2022, respectively, and (2) prepaid lease purchase price adjustments of $8 million for each of the six months ended June 30, 2023 and 2022. Segment selling, general and administrative expenses and other selling, general and administrative expenses exclude stock-based compensation expense, net of $74 million and $69 million for the six months ended June 30, 2023 and 2022, respectively.

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

11.Supplemental Cash Flow Information

The following table is a summary of the Company's supplemental cash flow information for the six months ended June 30, 2023 and 2022:


	Six Months Ended June 30,
	2023		2022
Supplemental disclosure of cash flow information:
Cash payments related to operating lease liabilities(a)	$	284	$	278
Interest paid	367		324
Income taxes paid	10		9
Supplemental disclosure of non-cash operating, investing and financing activities:
New ROU assets obtained in exchange for operating lease liabilities	28		155
Increase (decrease) in accounts payable for purchases of property and equipment	16		(7)
Purchase of property and equipment under finance leases and installment land purchases	39		10


~~(b)~~			~~See condensed consolidated statement of operations for further information.~~

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

CROWN CASTLE ~~INTERNATIONAL CORP.~~INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)

(Tabular dollars in ~~thousands,~~millions, except per share amounts)

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


	June 30, 2023		December 31, 2022
Cash and cash equivalents	$	276	$	156
Restricted cash, current	207		166
Restricted cash reported within other assets, net	5		5
Cash, cash equivalents and restricted cash	$	488	$	327

Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016
Towers Small Cells Other
Consolidated
Total
Towers Small Cells Other
Consolidated
Total
Segment site rental revenues $ 2,158,994
$ 459,511
$ 2,618,505
$ 2,118,159
$ 297,767
$ 2,415,926
Segment network services and other revenues 460,593
38,417
499,010
434,042
38,841
472,883
Segment revenues 2,619,587
497,928
3,117,515
2,552,201
336,608
2,888,809
Segment site rental cost of operations 632,705
158,426
791,131
625,331
109,402
734,733
Segment network services and other cost of operations 275,618
31,078
306,696
249,306
30,652
279,958
Segment cost of operations^(a)
908,323
189,504
1,097,827
874,637
140,054
1,014,691
Segment site rental gross margin 1,526,289
301,085
1,827,374
1,492,828
188,365
1,681,193
Segment network services and other gross margin 184,975
7,339
192,314
184,736
8,189
192,925
Segment general and administrative expenses ^(a)
69,125
54,770
121,045
244,940
68,329
45,720
107,161
221,210
Segment operating profit (loss) 1,642,139
253,654
(121,045 ) 1,774,748
1,609,235
150,834
(107,161 ) 1,652,908
Stock-based compensation expense 66,458
66,458
75,297
75,297
Depreciation, amortization and accretion 880,197
880,197
834,725
834,725
Interest expense and amortization of deferred financing costs 430,402
430,402
385,656
385,656
Other income (expenses) to reconcile to income (loss) from continuing operations before income taxes^(b)
39,955
39,955
112,170
112,170
Income (loss) from continuing operations before income taxes $ 357,736
$ 245,060
Capital expenditures $ 317,050
$ 514,006
$ 20,456
$ 851,512
$ 318,900
$ 279,488
$ 15,790
$ 614,178

~~See condensed consolidated statement of operations for further information.~~

~~CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)~~

~~(Tabular dollars in thousands, except per share amounts)~~

Nine Months Ended September 30,
2017 2016
Supplemental disclosure of cash flow information:
Interest paid $ 420,317
$ 357,094
Income taxes paid 13,853
11,740
Supplemental disclosure of non-cash investing and financing activities:
Increase (decrease) in accounts payable for purchases of property and equipment (5,282 ) 1,390
Purchase of property and equipment under capital leases and installment purchases 25,189
40,295
Preferred stock dividends declared but not paid (see note 9) 29,935
10,997

~~Lightower Acquisition~~

~~On November 1, 2017, the Company closed the Lightower Acquisition. See note 3 for further discussion of the Lightower Acquisition.~~12.Subsequent Events

Common Stock Dividend

On ~~October 15, 2017,~~July 21, 2023, the Company's board of directors declared a quarterly ~~common stock~~ cash dividend of ~~$1.05~~$1.565 per common share. The ~~common stock~~quarterly dividend will be ~~paid~~payable on ~~December~~September 29, ~~2017~~2023 to common stockholders of record as of ~~December~~September 15, ~~2017.~~2023.

On July 24, 2023, the Company initiated a restructuring plan ("Plan") as part of its efforts to reduce costs to better align the Company's operational needs with lower tower activity. The Plan includes 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. In connection with the Plan, the Company estimates it will incur aggregate restructuring and related charges of approximately $120 million, most of which the Company expects to incur in the third and fourth quarters of 2023.

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

The following discussion should be read in conjunction with the response to Part I, Item 1 of this report and the consolidated financial statements of the Company including the related notes and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A")included in ~~our 2016~~the 2022 Form 10-K. Capitalized terms used but not defined in this Item have the same meaning given to them in our 2016 Form 10-K. Unless this Form 10-Q indicates otherwise or the context otherwise requires, the terms "we," "our," "our company," "the company," or "us" as used in this Form 10-Q refer to Crown Castle International Corp., and its predecessor, as applicable, and their subsidiaries.

We own, operate and lease shared ~~wireless~~communications infrastructure that ~~has been acquired or constructed over time and~~ is geographically dispersed throughout the U.S., ~~and which consists of~~including (1) ~~approximately~~more than 40,000 towers and other structures, such as rooftops (collectively, "towers"), (2) ~~over 60,000~~approximately 120,000 small cells on air or under contract and (3) approximately 85,000 route miles of fiber ~~after giving effect to the Lightower Acquisition,~~ primarily supporting small ~~cell networks~~cells and fiber ~~based~~ solutions.

Our towers have a significant presence in each of the top 100 basic trading areas ("BTAs"), and the majority of our small cells and fiber isassets are located in major metropolitan ~~areas.~~areas, including a presence within every major U.S. market. Site rental revenues represented ~~84%~~93% of our ~~third~~second quarter ~~2017~~2023 consolidated net ~~revenues. Our~~revenues, of which 63% and 37% were from our Towers ~~operating~~ segment and ~~Small Cells operating~~Fiber segment, ~~accounted for 81%~~respectively. Within our Fiber segment, 53% and ~~19%~~47% of our ~~third~~second quarter ~~2017~~2023 Fiber site rental revenues related to fiber solutions and small cells, respectively. See note 10 to our condensed consolidated financial statements. The vast majority of our site rental revenues isare of a recurring nature and ~~was contracted for in a prior year.~~are derived from long-term tenant contracts.

~~Our~~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 ~~wireless~~communications infrastructure, (2) returning a meaningful portion of our cash ~~provided~~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~~per-share results. The key elements of our strategy are to:

•Grow cash flows from our ~~wireless~~existing communications infrastructure. We ~~seek to maximize our~~are focused on maximizing the recurring site rental cash flows ~~by working~~generated from providing our tenants with ~~our customers to provide them quick~~long-term access to our ~~wireless~~shared infrastructure ~~and entering into associated long-term leases.~~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 ~~customers~~tenants to expand coverage and capacity in order to meet increasing demand for ~~wireless connectivity,~~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, ~~solution to our customers' growing connectivity needs through our shared wireless infrastructure model, which is an~~ efficient and ~~cost effective way to serve our customers. We also believe that there will be considerable future demand~~cost-effective solution for our wireless ~~infrastructure based on the location of~~tenants' growing networks. Additionally, we believe our ~~wireless infrastructure~~ability to share our fiber assets across multiple tenants to both deploy small cells and ~~the rapid growth in wireless connectivity, which will lead~~offer fiber solutions allows us to ~~future growth in the wireless industry.~~

generate cash flows and increase stockholder return.

•Return cash ~~provided~~generated by operating activities to common stockholders in the form of dividends. We believe that distributing a meaningful portion of our cash ~~provided~~generated by operating activities appropriately provides common stockholders with increased certainty for a portion of expected long-term stockholder value while still ~~retaining~~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. We In addition to adding tenants to existing communications infrastructure, we seek to invest our available capital, including the net cash ~~provided~~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):


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


◦	~~acquisitions or construction of towers, fiber and small cells;~~


◦	~~acquisitions of land interests under towers;~~


◦	~~improvements and structural enhancements to our existing wireless infrastructure; or~~


◦	~~purchases, repayments or redemptions of our debt.~~

◦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 ~~additional~~there will be considerable future demand for our ~~wireless~~communications infrastructure ~~will be created by~~based on the ~~expected continued~~location of our assets and the rapid and continuing growth in the demand for ~~wireless connectivity.~~data. We believe that such demand for our ~~wireless~~communications infrastructure will continue, will result in growth of our cash flows due to tenant additions on our existing ~~wireless~~communications infrastructure, and will create other growth opportunities for us, such as demand for ~~new wireless infrastructure.~~newly constructed or acquired communications infrastructure, as described above. Further, we seek to augment the long-term value creation associated with growing our recurring site rental cash flows by offering certain ancillary site development and installation services within our Towers segment. See note 12 to our condensed consolidated financial statements for a discussion of our restructuring plan, which includes discontinuing installation services as a Towers product offering.

Highlights of Business Fundamentals and Results

~~The following are certain highlights of our business fundamentals and results as of and for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2017~~.

•We operate as a REIT for U.S. federal income tax ~~purposes.~~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 taxable income that is distributed to our stockholders.


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


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

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

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

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

•Potential growth resulting from ~~wireless network expansion and new entrants caused by~~the increasing demand for data

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


◦	We expect wireless carriers will continue their focus on improving network quality and expanding capacity by utilizing a combination of towers and small cells solutions. We believe our product offerings of towers and small cells provide a comprehensive wireless solution to our customers' growing wireless infrastructure needs.

◦

We expect existing and potential new customer demand for our wireless infrastructure will result from (1) new technologies, (2) increased usage of wireless applications (including mobile entertainment, mobile internet usage, and machine-to-machine applications), (3) adoption of other emerging and embedded wireless devices (including smartphones, laptops, tablets, 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 or (6) the availability of additional spectrum.


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

◦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 ~~wireless~~communications infrastructure can accommodate additional tenancy, either as currently constructed or with appropriate modifications.


◦	~~U.S. wireless carriers continue to invest in their networks.~~

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

◦We had discretionary capital expenditures of $687 million for the six months ended June 30, 2023, predominately resulting from the construction of new communications infrastructure and improvements to existing communications infrastructure in order to support additional tenants.

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

•Site rental revenues under long-term tenant ~~leases~~contracts

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


◦	~~Initial terms of five to 15 years with multiple renewal periods at the option of the tenant of five to ten years each.~~


◦	~~Weighted-average remaining term of approximately five years, exclusive of renewals at the tenants' option, currently representing approximately $18 billion of expected future cash inflows.~~

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

◦As of June 30, 2023, our weighted-average remaining term was approximately six years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $38.4 billion of expected future cash inflows.

•Majority of our revenues from large wireless carriers


◦	~~Approximately 84% of our site rental revenues were derived from AT&T, Sprint, T-Mobile, and Verizon Wireless. See also~~ ~~"Item 2. MD&A—General Overview—Outlook Highlights"~~ ~~presented below.~~

◦For the six months ended June 30, 2023, approximately three-fourths of our site rental revenues were derived from T-Mobile, AT&T and Verizon Wireless.

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

◦

Approximately 90% of our Towers segment site rental gross margin and more than 75% of our Towers segment site rental gross margin is derived from towers that reside on land that we own or control for greater than ten and 20 years, respectively. The aforementioned amounts include towers that reside on land interests that are owned, including fee interests and perpetual easements, which represent over one-third of our Towers segment site rental gross margin.

◦For the six months ended June 30, 2023, approximately 90% of our towers site rental gross margin and approximately 80% of our towers site rental gross margin was derived from towers located on land that we own or control for greater than 10 and 20 years, respectively. The aforementioned percentages include towers located on land that is owned, including through fee interests and perpetual easements, which represented approximately 40% of our towers site rental gross margin.

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

•Minimal sustaining capital expenditure requirements


◦	~~Sustaining capital expenditures represented less than 2% of net revenues.~~

◦For the six months ended June 30, 2023, sustaining capital expenditures represented approximately 1% of net revenues.

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

◦As of June 30, 2023, after giving effect to the repayment of our $750 million aggregate principal amount of 3.150% senior unsecured notes ("3.150% Senior Notes") utilizing proceeds from our 2016 Revolver, our outstanding debt had a weighted-average interest rate of 3.8% and weighted-average maturity of approximately eight years (assuming anticipated repayment dates on certain debt).


◦	~~After giving effect to the closing of the Lightower Acquisition, 81% of our debt is fixed rate.~~


◦	~~Our debt service coverage and leverage ratios were comfortably within their respective financial maintenance covenants.~~

◦As of June 30, 2023, after giving effect to the repayment of our 3.150% Senior Notes, 88% of our debt had fixed rate coupons.

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

•During ~~2017,~~2023, we ~~have~~ completed the following ~~debt and equity~~ financing ~~transactions~~activities (see ~~notes~~note 4 ~~and 9~~ to our condensed consolidated financial ~~statements~~statements)

◦In January 2023, we issued $1.0 billion aggregate principal amount of 5.000% senior unsecured notes due 2028 ("January 2023 Senior Notes"). We used the net proceeds from the January 2023 Senior Notes offering to repay a portion of the outstanding indebtedness under the 2016 Revolver and ~~"Item 2. MD&A—Liquidity~~pay related fees and ~~Capital Resources"~~expenses.

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

◦In July 2023, we repaid all of the 3.150% Senior Notes on the contractual maturity date.


◦	~~In February 2017, we issued the 4.0% Senior Notes and used the net proceeds to repay a portion of the borrowings under the 2016 Revolver.~~


◦	In February 2017, we entered into an amendment to the 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 May 2017, we issued the 4.75% Senior Notes and used the net proceeds (1) to partially fund the Wilcon Acquisition and (2) to repay a portion of the borrowings under the 2016 Revolver.~~


◦	~~During May 2017, we completed the May 2017 Equity Financing, which generated net proceeds of approximately $442 million, and used the net proceeds to partially fund the Wilcon Acquisition.~~


◦	~~During July and August 2017, we completed the following financings, the aggregate proceeds of which we used to partially fund the Lightower Acquisition and pay related fees and expenses (see note 12):~~


◦	~~the July 2017 Common Stock Offering, which generated net proceeds of approximately $3.8 billion;~~


◦	~~the Mandatory Convertible Preferred Stock Offering, which generated net proceeds of approximately $1.6 billion; and~~


◦	~~the August 2017 Senior Notes Offering, which generated net proceeds of approximately $1.7 billion.~~


◦	During August 2017, we entered into an amendment to the Credit Facility to (1) increase the commitments under the 2016 Revolver by $1.0 billion, for total commitments of $3.5 billion, and (2) extend the maturity of both the 2016 Term Loan A and the 2016 Revolver to August 2022.

•Significant cash flows from operations


◦	~~Net cash provided by operating activities was~~ ~~$1.4 billion~~.


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

◦Net cash provided by operating activities was $1.7 billion for the six months ended June 30, 2023.

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

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

◦

~~During each of the first three quarters of 2017,~~

◦During the second quarter of 2023, we paid a common stock dividend of $1.565 per share, totaling approximately $681 million.

◦We currently expect our common stock cash dividend of $0.95 per share, totaling approximately $1.1 billion. In October 2017, we increased our quarterly common stock dividend to $1.05 per share, from an annualized amount of $3.80 per share to an annualized amount of $4.20 per share. As such, our board of directors declared a quarterly common stock cash dividend of $1.05 per share in October 2017, which represents an increase of 11% from the quarterly common stock cash dividend declared during the first three quarters of 2017. We currently expect our anticipated common stock cash dividends over the next 12 months to be a cumulative amount of at least $4.20 per share, or an aggregate amount of at least $1.7 billion. Over time, we expect to increase our dividend per share generally commensurate with our realized growth in cash flows. Any future dividends are subject to the approval of our board of directors.

~~Investing capital efficiently~~ to ~~grow long-term dividends~~be a cumulative amount of at least $6.26 per share,


◦	~~Discretionary capital expenditures were~~ ~~$791.8 million, including wireless infrastructure improvements in order to support additional site rentals, construction of wireless infrastructure and land purchases.~~


◦	See note 3 to our condensed consolidated financial statements for a discussion of the FiberNet Acquisition and the Wilcon Acquisition and notes 3 and 12 to our condensed consolidated financial statements and ~~"Lightower Acquisition"~~ ~~below for a discussion of the Lightower Acquisition, all of which we expect to leverage to support the construction of new small cells and fiber.~~

~~Lightower Acquisition~~ or an aggregate amount of approximately $2.7 billion.

~~In July 2017,~~◦Over time, we ~~entered into a definitive agreement~~expect to ~~acquire Lightower for approximately $7.1 billion~~increase our dividend per share generally commensurate with our growth in cash flows. Any future common stock dividends are subject to certain limited adjustments. On November 1, 2017, we closed the Lightower Acquisition, which was financed using (1) cash on hand, including the proceeds from the July 2017 Equity Offerings and August 2017 Senior Notes Offering, and (2) borrowings under the 2016 Revolver. Lightower owns or has rights to approximately 32,000 route milesdeclaration by our board of ~~fiber located primarily in top metro markets in the Northeast, including Boston, New York and Philadelphia.~~directors. See notes 39 and 12 to our condensed consolidated financial ~~statements.~~statements for further information regarding our common stock and dividends.

Outlook Highlights

The following are certain highlights of our full year ~~2017 and 2018~~2023 outlook that impact our business fundamentals described above.

•We expect that, when compared to full year 2022, our full year ~~2017 and 2018~~2023 site rental ~~revenue~~revenues growth will be positively impacted by (1) ~~a healthy environment for~~ tenant additions as large wireless carriers ~~upgrade~~ and ~~enhance their networks~~fiber solutions tenants continue to ~~meet~~focus on meeting the increasing ~~need~~demand for ~~wireless connectivity,~~data and (2) payments made to satisfy remaining rental obligations for certain canceled Sprint leases, net of estimated non-renewals, as a ~~contribution~~result of ~~$885~~the T-Mobile US, Inc. and Sprint network consolidation ("Sprint Cancellations"), substantially all of which were received in the first half of 2023.

•We expect to ~~$905 million~~continue to invest a significant amount of our available capital in the form of discretionary capital expenditures for 2023 based on the anticipated returns on such discretionary investments.

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

•We also expect sustaining capital expenditures of approximately 1% of net revenues for full year 2023, consistent with historical annual levels.

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

Recent Developments

On July 24, 2023, we initiated a restructuring plan ("Plan") as part of our efforts to reduce costs to better align our operational needs with lower tower activity as discussed further in "Item 2. MD&A—Results of Operations." The Plan includes reducing the total employee headcount by approximately 15%, discontinuing installation services as a Towers product offering while continuing to offer site ~~rental revenue during 2018 from the FiberNet Acquisition, the Wilcon Acquisition~~development services on our towers, and ~~the Lightower Acquisition, collectively (see notes 3 and~~consolidating office space. See note 12 to our condensed consolidated financial ~~statements), and (3) anticipated non-renewals of tenant leases primarily resulting from our customers' decommissioning~~statements for further discussion of the ~~Acquired Networks.~~Plan.

We expect capital expenditures for 2017 and 2018 to exceed levels from 2016 with a continued increase in the construction of new small cells. We also expect sustaining capital expenditures to be approximately 2% of net revenues for full year 2017 and 2018.

Results of Operations

The following discussion of our results of operations should be read in conjunction with our condensed consolidated financial statements and ~~our 2016~~the 2022 Form 10-K.

The following discussion of our results of operations is based on our condensed consolidated financial statements prepared in accordance with GAAP, which requires us to make estimates and judgments that affect the reported amounts (see "Item 2. MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" and note 2 to our consolidated financial statements in ~~our 2016~~the 2022 Form 10-K).

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

~~See~~ "Item 2. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures" for a discussion of our use of (1) segment site rental gross margin, (2) segment ~~network~~ services and other gross margin, (3) segment operating profit (loss), including their respective definitions, and (4) Adjusted EBITDA, including its definition and a reconciliation to net income (loss).

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

Highlights of ~~the Company's~~our results of operations for the three months ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022 are depicted below.


(In millions of dollars)	Three Months Ended June 30,
	2023	2022	$ Change	% Change
Site rental revenues:
Towers site rental revenues	$1,080	$1,078	+$2	—%
Fiber site rental revenues	$648	$489	+$159	+33%
Total site rental revenues	$1,728	$1,567	+$161	+10%
Segment site rental gross margin:
Towers site rental gross margin(a)	$837	$846	$(9)	(1)%
Fiber site rental gross margin(a)	$477	$327	+$150	+46%
Segment services and other gross margin:
Towers services and other gross margin(a)	$32	$57	$(25)	(44)%
Fiber services and other gross margin(a)	$12	$1	+$11	+1,100%
Segment operating profit (loss):
Towers operating profit (loss)(a)	$839	$875	$(36)	(4)%
Fiber operating profit (loss)(a)	$438	$282	+$156	+55%
Net income (loss)	$455	$421	+$34	+8%
Adjusted EBITDA(b)	$1,188	$1,078	+$110	+10%

($ in thousands) Three Months Ended September 30,
2017 2016 $ Change % Change
Site rental revenues:
Towers site rental revenues $724,813 $709,603 +$15,210 +2%
Small Cells site rental revenues $167,950 $102,429 +$65,521 +64%
Total site rental revenues $892,763 $812,032 +$80,731 +10%
Segment site rental gross margin:
Towers site rental gross margin^(a)
$512,776 $499,281 +$13,495 +3%
Small Cells site rental gross margin^(a)
$108,631 $64,675 +$43,956 +68%
Segment network services and other gross margin:
Towers network services and other gross margin^(a)
$62,156 $69,584 -$7,428 -11%
Small Cells network services and other gross margin^(a)
$3,229 $2,811 $418 15%
Segment operating profit:
Towers operating profit^(a)
$552,442 $546,640 +$5,802 +1%
Small Cells operating profit^(a)
$93,445 $53,006 +$40,439 +76%
Adjusted EBITDA^(b)
$604,802 $564,120 +$40,682 +7%
Net income attributable to CCIC common stockholders $85,259 $87,369 -$2,110 -2%


~~(a)~~			See note 10 to our condensed consolidated financial statements for further discussion of our definitions of segment site rental gross margin, segment network services and other gross margin and segment operating profit.


~~(b)~~	~~See reconciliation of Adjusted EBITDA in "Item 2. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures."~~

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

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

Site rental revenues grew ~~$80.7~~$161 million, or 10%, ~~from~~for the three months ended ~~September~~June 30, ~~2016~~2023 compared to the three months ended ~~September~~June 30, ~~2017.~~2022. This growth was predominately comprised of the factors depicted in the chart below:

(In millions of dollars)



	Page
PART I—FINANCIAL INFORMATION				23
ITEM 1.	FINANCIAL STATEMENTS			23
	CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)			23
	CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited)			34
	CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)			45
	CONDENSED CONSOLIDATED STATEMENT OF EQUITY (Unaudited)			56
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL ~~STATEMENTS—Unaudited~~STATEMENTS (Unaudited)			7
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			1917
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			3431
ITEM 4.	CONTROLS AND PROCEDURES			3532
PART II—OTHER INFORMATION				3533
ITEM 1.	LEGAL PROCEEDINGS			3533
ITEM 1A.	RISK FACTORS			3533
ITEM 2.	~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~	5.	35OTHER INFORMATION		33
ITEM 6.	EXHIBITS			3733
EXHIBIT INDEX				3733
SIGNATURES				3834


(In millions of dollars)	Six Months Ended June 30,
	2023	2022	$ Change	% Change
Site rental revenues:
Towers site rental revenues	$2,161	$2,153	+$8	—%
Fiber site rental revenues	$1,191	$990	+$201	+20%
Total site rental revenues	$3,352	$3,143	+$209	+7%
Segment site rental gross margin:
Towers site rental gross margin(a)	$1,684	$1,695	$(11)	(1)%
Fiber site rental gross margin(a)	$848	$667	+$181	+27%
Segment services and other gross margin:
Towers services and other gross margin(a)	$79	$111	$(32)	(29)%
Fiber services and other gross margin(a)	$13	$2	+$11	+550%
Segment operating profit (loss):
Towers operating profit (loss)(a)	$1,702	$1,750	$(48)	(3)%
Fiber operating profit (loss)(a)	$761	$576	+$185	+32%
Net income (loss)	$874	$842	+$32	+4%
Adjusted EBITDA(b)	$2,292	$2,173	+$119	+5%



($ in thousands)	Nine Months Ended September 30,
($ in thousands)	2017	2016	$ Change	% Change
Site rental revenues:
Towers site rental revenues	$2,158,994	$2,118,159	+$40,835	+2%
Small cells site rental revenues	$459,511	$297,767	+$161,744	+54%
Total site rental revenues	$2,618,505	$2,415,926	+$202,579	+8%
Segment site rental gross margin:
Towers site rental gross margin^(a)	$1,526,289	$1,492,828	+$33,461	+2%
Small Cells site rental gross margin^(a)	$301,085	$188,365	+$112,720	+60%
Segment network services and other gross margin:
Towers network services and other gross margin^(a)	$184,975	$184,736	+$239	—%
Small Cells network services and other gross margin^(a)	$7,339	$8,189	-$850	-10%
Segment operating profit:
Towers operating profit^(a)	$1,642,139	$1,609,235	+$32,904	+2%
Small Cells operating profit^(a)	$253,654	$150,834	+$102,820	+68%
Adjusted EBITDA^(b)	$1,774,748	$1,652,908	+$121,840	+7%
Net income attributable to CCIC common stockholders	$316,511	$199,272	+$117,239	+59%



	September 30, 2017
	(In thousands of dollars)
Cash and cash equivalents^(a)	$	199,134
Undrawn 2016 Revolver availability^(b)	2,835,316
Debt and other long-term obligations (current and non-current)	15,859,415
Total equity	12,672,332


~~(a)~~(In millions of dollars)	~~Exclusive of~~
Cash, cash equivalents and restricted ~~cash.~~cash(a)	$	488
Undrawn 2016 Revolver availability(b)	5,612
Debt and other long-term obligations (current and non-current)	22,338
Total equity	7,046



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



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



	September 30, 2017			December 31, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	6,719,134		$	567,599
Restricted cash	115,730			124,547
Receivables, net	317,856			373,532
Prepaid expenses	167,235			128,721
Other current assets	154,600			130,362
Total current assets	7,474,555			1,324,761
Deferred site rental receivables	1,285,547			1,317,658
Property and equipment, net of accumulated depreciation of $7,247,071 and $6,613,219, respectively	10,599,604			9,805,315
Goodwill	6,905,922			5,757,676
Other intangible assets, net	3,885,311			3,650,072
Long-term prepaid rent and other assets, net	860,817			819,610
Total assets	$	31,011,756		$	22,675,092

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	179,335		$	188,516
Accrued interest	99,467			97,019
Deferred revenues	387,447			353,005
Other accrued liabilities	268,424			221,066
Current maturities of debt and other obligations	114,198			101,749
Total current liabilities	1,048,871			961,355
Debt and other long-term obligations	15,090,217			12,069,393
Other long-term liabilities	2,200,336			2,087,229
Total liabilities	18,339,424			15,117,977
Commitments and contingencies (note 8)
CCIC stockholders' equity:
Common stock, $0.01 par value; 600,000,000 shares authorized; shares issued and outstanding: September 30, 2017—406,274,802 and December 31, 2016—360,536,659	4,063			3,605
6.875% Mandatory Convertible Preferred Stock, Series A, $0.01 par value; 20,000,000 shares authorized; shares issued and outstanding: September 30, 2017—1,650,000 and December 31, 2016—0; aggregate liquidation value: September 30, 2017—$1,650,000 and December 31, 2016—$0	17			—
Additional paid-in capital	16,818,738			10,938,236
Accumulated other comprehensive income (loss)	(4,959		)	(5,888		)
Dividends/distributions in excess of earnings	(4,145,527		)	(3,378,838		)
Total equity	12,672,332			7,557,115
Total liabilities and equity	$	31,011,756		$	22,675,092



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Net revenues:
Site rental	$	892,763		$	812,032		$	2,618,505		$	2,415,926
Network services and other	170,475			179,984			499,010			472,883
Net revenues	1,063,238			992,016			3,117,515			2,888,809
Operating expenses:
Costs of operations^(a):
Site rental	280,667			256,750			814,969			762,223
Network services and other	106,707			109,228			310,137			286,066
General and administrative	100,772			89,941			299,232			278,909
Asset write-down charges	5,312			8,339			10,284			28,251
Acquisition and integration costs	13,180			2,680			27,080			11,459
Depreciation, amortization and accretion	296,033			280,824			880,197			834,725
Total operating expenses	802,671			747,762			2,341,899			2,201,633
Operating income (loss)	260,567			244,254			775,616			687,176
Interest expense and amortization of deferred financing costs	(154,146		)	(129,916		)	(430,402		)	(385,656		)
Gains (losses) on retirement of long-term obligations	—			(10,274		)	(3,525		)	(52,291		)
Interest income	11,188			175			12,585			454
Other income (expense)	(32		)	(832		)	3,462			(4,623		)
Income (loss) before income taxes	117,577			103,407			357,736			245,060
Benefit (provision) for income taxes	(2,383		)	(5,041		)	(11,290		)	(12,797		)
Net income (loss) attributable to CCIC stockholders	115,194			98,366			346,446			232,263
Dividends on preferred stock	(29,935		)	(10,997		)	(29,935		)	(32,991		)
Net income (loss) attributable to CCIC common stockholders	$	85,259		$	87,369		$	316,511		$	199,272
Net income (loss)	$	115,194		$	98,366		$	346,446		$	232,263
Other comprehensive income (loss):
Foreign currency translation adjustments	224			(1,535		)	929			(1,143		)
Total other comprehensive income (loss)	224			(1,535		)	929			(1,143		)
Comprehensive income (loss) attributable to CCIC stockholders	$	115,418		$	96,831		$	347,375		$	231,120
Net income (loss) attributable to CCIC common stockholders, per common share:
Net income (loss) attributable to CCIC common stockholders—basic	$	0.22		$	0.26		$	0.85		$	0.59
Net income (loss) attributable to CCIC common stockholders—diluted	$	0.21		$	0.26		$	0.84		$	0.59
Weighted-average common shares outstanding (in thousands):
Basic	395,359			337,564			373,561			336,426
Diluted	397,035			338,409			374,992			337,076
Dividends/distributions declared per share of common stock	$	0.95		$	0.885		$	2.85		$	2.655


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



	Common Stock				6.875% Mandatory Convertible Preferred Stock			4.50% Mandatory Convertible Preferred Stock						Accumulated Other Comprehensive Income (Loss) ("AOCI")
	Shares		($0.01 Par)		Shares	($0.01 Par)		Shares	($0.01 Par)		Additional paid-in capital			Foreign Currency Translation Adjustments			Dividends/Distributions in Excess of Earnings			Total
Balance, July 1, 2017	366,115,800		$	3,661	—	—		—	$	—	$	11,433,018		$	(5,183	)	$	(3,841,187	)	$	7,590,309
Stock-based compensation related activity, net of forfeitures	13,261		—		—	—		—	—		22,079			—			—			22,079
Purchases and retirement of common stock	(4,259	)	—		—	—		—	—		(443		)	—			—			(443		)
Net proceeds from issuance of common stock	40,150,000		402		—	—		—	—		3,756,342			—			—			3,756,744
Net proceeds from issuance of preferred stock	—		—		1,650,000	17		—	—		1,607,742			—			—			1,607,759
Other comprehensive income (loss)^(a)	—		—		—	—		—	—		—			224			—			224
Common stock dividends/distributions	—		—		—	—		—	—		—			—			(389,599		)	(389,599		)
Preferred stock dividends	—		—		—	—		—	—		—			—			(29,935		)	(29,935		)
Net income (loss)	—		—		—	—		—	—		—			—			115,194			115,194
Balance, September 30, 2017	406,274,802		$	4,063	1,650,000	$	17	—	$	—	$	16,818,738		$	(4,959	)	$	(4,145,527	)	$	12,672,332


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



Preliminary Purchase Price Allocation
Current Assets	$	51,791
Property and equipment	439,961
Goodwill^(a)	779,013
Other intangible assets, net^(b)	327,338
Other non-current assets	72
Current liabilities	(36,438		)
Other non-current liabilities	(40,907		)
Net assets acquired^(c)	$	1,520,830


~~(a)~~	~~The preliminary purchase~~to 60 days, and generally do not contain variable-consideration provisions. The transaction price ~~allocation~~ for ~~the FiberNet Acquisition resulted in the recognition of goodwill based on:~~


~~(b)~~	~~Predominantly comprised of site rental contracts and customer relationships.~~


~~ITEM 1.~~	~~FINANCIAL STATEMENTS~~


1.	~~General~~


3.	~~Acquisitions~~


~~(c)~~	For tax purposes, the Fibernet Acquisition was treated as a purchase of assets. As a result of the tax step-up and the expectation that the vast majority of the assets will be included in the Company's REIT, no deferred taxes were recorded in connection with the FiberNet Acquisition.



	Original Issue Date	Contractual Maturity Date ^(a)		Balance as of September 30, 2017			Balance as of December 31, 2016		Stated Interest Rate as of September 30, 2017^(a)
Bank debt - variable rate:
2016 Revolver	Jan. 2016	Aug. 2022	^(e)	$	—	^(b)(d)(e)(f)	$	—	2.6	%
2016 Term Loan A	Jan. 2016	Aug. 2022	^(e)	2,411,400		^(e)	1,954,173		2.6	%
Total bank debt				2,411,400			1,954,173
Securitized debt - fixed rate:
Secured Notes, Series 2009-1, Class A-1	July 2009	Aug. 2019		36,595			51,416		6.3	%
Secured Notes, Series 2009-1, Class A-2	July 2009	Aug. 2029		69,469			68,737		9.0	%
Tower Revenue Notes, Series 2010-3	Jan. 2010	Jan. 2040	^(c)	1,245,639			1,244,237		6.1	%
Tower Revenue Notes, Series 2010-6	Aug. 2010	Aug. 2040	^(c)	994,905			993,557		4.9	%
Tower Revenue Notes, Series 2015-1	May 2015	May 2042	^(c)	297,051			296,573		3.2	%
Tower Revenue Notes, Series 2015-2	May 2015	May 2045	^(c)	692,065			691,285		3.7	%
Total securitized debt				3,335,724			3,345,805
Bonds - fixed rate:
5.250% Senior Notes	Oct. 2012	Jan. 2023		1,638,680			1,637,099		5.3	%
3.849% Secured Notes	Dec. 2012	Apr. 2023		992,317			991,279		3.8	%
4.875% Senior Notes	Apr. 2014	Apr. 2022		841,645			840,322		4.9	%
3.400% Senior Notes	Feb./May 2016	Feb. 2021		849,836			849,698		3.4	%
4.450% Senior Notes	Feb. 2016	Feb. 2026		890,887			890,118		4.5	%
3.700% Senior Notes	May 2016	June 2026		742,521			741,908		3.7	%
2.250% Senior Notes	Sept. 2016	Sept. 2021		695,069			693,893		2.3	%
4.000% Senior Notes	Feb. 2017	March 2027		493,810		^(d)	—		4.0	%
4.750% Senior Notes	May 2017	May 2047		342,524		^(f)	—		4.8	%
3.200% Senior Notes	Aug. 2017	Sept. 2024		741,561		^(g)	—		3.2	%
3.650% Senior Notes	Aug. 2017	Sept. 2027		990,734		^(g)	—		3.7	%
Total bonds				9,219,584			6,644,317
Other:
Capital leases and other obligations	Various	Various		237,707			226,847		Various
Total debt and other obligations				15,204,415			12,171,142
Less: current maturities and short-term debt and other current obligations				114,198			101,749
Non-current portion of long-term debt and other long-term obligations				$	15,090,217		$	12,069,393


~~(a)~~	~~See the 2016 Form 10-K, including note 8, for additional information regarding the maturity and principal amortization provisions and interest rates relating to the Company's indebtedness.~~


~~(d)~~	In February 2017, the Company issued $500 million aggregate principal amount of 4.000% senior unsecured notes with a maturity date of March 2027 ("4.0% Senior Notes"). The Company used the net proceeds from the 4.0% Senior Notes offering to repay a portion of the borrowings under the 2016 Revolver.


~~(f)~~	In May 2017, the Company issued $350 million aggregate principal amount of 4.750% senior unsecured notes due May 2047 ("4.75% Senior Notes"). The Company used the net proceeds from the 4.75% Senior Notes offering to partially fund the Wilcon Acquisition and to repay a portion of the borrowings under the 2016 Revolver.


~~(g)~~	In August 2017, the Company issued $750 million aggregate principal amount of 3.200% senior unsecured notes due September 2024 ("3.2% Senior Notes") and $1.0 billion aggregate principal amount of 3.650% senior unsecured notes due September 2027 ("3.65% Senior Notes") (collectively, "August 2017



	Three Months Ending December 31,		Years Ending December 31,												Unamortized Adjustments, Net			Total Debt and Other Obligations Outstanding
	2017		2018		2019		2020		2021		Thereafter		Total Cash Obligations		Unamortized Adjustments, Net			Total Debt and Other Obligations Outstanding
Scheduled contractual maturities	$	29,588	$	113,667	$	166,726	$	154,989	$	1,824,666	$	13,022,295	$	15,311,931	$	(107,516	)	$	15,204,415



	Level in Fair Value Hierarchy	September 30, 2017				December 31, 2016
	Level in Fair Value Hierarchy	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	1	$	6,719,134	$	6,719,134	$	567,599	$	567,599
Restricted cash, current and non-current	1	120,730		120,730		129,547		129,547
Liabilities:
Total debt and other obligations	2	15,204,415		15,848,408		12,171,142		12,660,013


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



	Three Months Ended September 30, 2017									Three Months Ended September 30, 2016
	Towers		Small Cells		Other			Consolidated Total		Towers		Small Cells		Other			Consolidated Total
Segment site rental revenues	$	724,813	$	167,950				$	892,763	$	709,603	$	102,429				$	812,032
Segment network services and other revenues	153,001		17,474					170,475		166,979		13,005					179,984
Segment revenues	877,814		185,424					1,063,238		876,582		115,434					992,016
Segment site rental cost of operations	212,037		59,319					271,356		210,322		37,754					248,076
Segment network services and other cost of operations	90,845		14,245					105,090		97,395		10,194					107,589
Segment cost of operations^(a)	302,882		73,564					376,446		307,717		47,948					355,665
Segment site rental gross margin	512,776		108,631					621,407		499,281		64,675					563,956
Segment network services and other gross margin	62,156		3,229					65,385		69,584		2,811					72,395
Segment general and administrative expenses ^(a)	22,490		18,415		41,085			81,990		22,225		14,480		35,526			72,231
Segment operating profit (loss)	552,442		93,445		(41,085		)	604,802		546,640		53,006		(35,526		)	564,120
Stock-based compensation expense					24,681			24,681						22,594			22,594
Depreciation, amortization and accretion					296,033			296,033						280,824			280,824
Interest expense and amortization of deferred financing costs					154,146			154,146						129,916			129,916
Other income (expenses) to reconcile to income (loss) before income taxes^(b)					12,365			12,365						27,379			27,379
Income (loss) before income taxes								$	117,577								$	103,407
Capital expenditures	$	108,625	$	171,650	$	7,876		$	288,151	$	103,679	$	111,885	$	5,617		$	221,181
Total assets (at period end)	$	18,099,103	$	5,927,354	$	6,985,299		$	31,011,756	$	18,466,528	$	3,298,927	$	406,268		$	22,171,723


~~(a)~~			Segment cost of operations excludes (1) stock-based compensation expense of $5.9 million and $4.9 million for the three months ended September 30, 2017 and 2016, respectively, and (2) prepaid lease purchase price adjustments of $5.0 million and $5.4 million for the three months ended September 30, 2017 and 2016, respectively. Segment general and administrative expenses exclude stock-based compensation expense of $18.8 million and $17.7 million for the three months ended September 30, 2017 and 2016, respectively.



	Nine Months Ended September 30, 2017									Nine Months Ended September 30, 2016
	Towers		Small Cells		Other			Consolidated Total		Towers		Small Cells		Other			Consolidated Total
Segment site rental revenues	$	2,158,994	$	459,511				$	2,618,505	$	2,118,159	$	297,767				$	2,415,926
Segment network services and other revenues	460,593		38,417					499,010		434,042		38,841					472,883
Segment revenues	2,619,587		497,928					3,117,515		2,552,201		336,608					2,888,809
Segment site rental cost of operations	632,705		158,426					791,131		625,331		109,402					734,733
Segment network services and other cost of operations	275,618		31,078					306,696		249,306		30,652					279,958
Segment cost of operations^(a)	908,323		189,504					1,097,827		874,637		140,054					1,014,691
Segment site rental gross margin	1,526,289		301,085					1,827,374		1,492,828		188,365					1,681,193
Segment network services and other gross margin	184,975		7,339					192,314		184,736		8,189					192,925
Segment general and administrative expenses ^(a)	69,125		54,770		121,045			244,940		68,329		45,720		107,161			221,210
Segment operating profit (loss)	1,642,139		253,654		(121,045		)	1,774,748		1,609,235		150,834		(107,161		)	1,652,908
Stock-based compensation expense					66,458			66,458						75,297			75,297
Depreciation, amortization and accretion					880,197			880,197						834,725			834,725
Interest expense and amortization of deferred financing costs					430,402			430,402						385,656			385,656
Other income (expenses) to reconcile to income (loss) from continuing operations before income taxes^(b)					39,955			39,955						112,170			112,170
Income (loss) from continuing operations before income taxes								$	357,736								$	245,060
Capital expenditures	$	317,050	$	514,006	$	20,456		$	851,512	$	318,900	$	279,488	$	15,790		$	614,178


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


~~(a)~~			~~Includes (1) amortization of up front payments received from long-term tenant contracts and other deferred credits (commonly referred to as prepaid rent) and (2) the construction of small cells.~~


~~(b)~~	~~Represents initial contribution of acquisitions and tower builds until the one-year anniversary of the acquisition or build.~~


~~(b)~~			~~Availability at any point in time is subject to certain restrictions based on the maintenance of financial covenants contained in the 2016 Credit Facility. See our2016 Form 10-K.~~


	For the Six Months Ended
	June 30, 2023								June 30, 2022
(In millions of dollars)	Towers		Fiber		Other		Total		Towers		Fiber		Other		Total
Discretionary:
Communications infrastructure improvements and other capital projects(a)	$	67	$	570	$	12	$	649	$	62	$	444	$	11	$	517
Purchases of land interests	38		—		—		38		25		—		—		25
Sustaining	6		15		12		33		5		25		12		42
Total	$	111	$	585	$	24	$	720	$	92	$	469	$	23	$	584


(In millions of dollars; components may not sum to totals due to rounding)	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income (loss)	$	455	$	421	$	874	$	842
Adjustments to increase (decrease) net income (loss):
Asset write-down charges	22		9		22		23
Acquisition and integration costs	1		1		1		1
Depreciation, amortization and accretion	445		427		876		847
Amortization of prepaid lease purchase price adjustments	4		4		8		8
Interest expense and amortization of deferred financing costs, net	208		165		410		329
(Gains) losses on retirement of long-term obligations	—		—		—		26
Interest income	(5)		—		(7)		(1)
Other (income) expense	2		2		4		4
(Benefit) provision for income taxes	7		5		14		11
Stock-based compensation expense, net	50		44		91		83
Adjusted EBITDA(a)	$	1,188	$	1,078	$	2,292	$	2,173


~~ITEM 3.~~	~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~


	Future Principal Payments and Interest Rates by the Debt Instruments' Contractual Year of Maturity
(In millions of dollars)	2023				2024			2025			2026			2027			Thereafter			Total			Fair Value(a)
Debt:
Fixed rate(b)	$	19			$	790		$	536		$	2,683		$	2,279		$	13,452		$	19,759		$	17,521
Average interest rate(b)(c)(d)	4.7		%		3.3		%	1.6		%	3.0		%	3.5		%	4.2		%	3.8		%
Variable rate(e)	$	233		(f)	$	45		$	60		$	91		$	2,315		$	—		$	2,744		$	2,744
Average interest rate(e)	5.9		%		6.0		%	4.9		%	4.6		%	4.5		%	—		%	4.7		%