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What changed in Crown Castle's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Crown Castle's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+488 added−417 removedSource: 10-K (2025-03-14) vs 10-K (2024-02-23)

Top changes in Crown Castle's 2024 10-K

488 paragraphs added · 417 removed · 121 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe believe that our tenants base their decisions on the outsourcing of services on criteria such as a company's experience, record of accomplishment, reputation, price and time for completion of a project. 8 Environmental, Social and Governance ("ESG") Our shared communications infrastructure model results in the use of fewer resources, including water, energy, metals and other materials, than would otherwise be needed to construct and maintain communications infrastructure.
Biggest changeEnvironmental, Social and Governance ("ESG") Our shared communications infrastructure model results in the use of fewer resources, including water, energy, metals and other materials, than would otherwise be needed to construct and maintain communications infrastructure under a single-tenant infrastructure model. We are committed to operating responsibly and ethically and considering social and environmental impacts as we make business decisions.
Our Towers customers are primarily comprised of large wireless carriers that operate national networks. 7 Our Fiber customers generally consist of large wireless carriers and organizations with high-bandwidth and multi-location demands, such as enterprise (including healthcare and financial), wholesale, government and education institutions. Our three largest tenants are T-Mobile, AT&T and Verizon Wireless.
Our Towers customers are primarily comprised of large wireless carriers that operate national networks. Our Fiber customers generally consist of large wireless carriers and organizations with high-bandwidth and multi-location demands, such as enterprise (including healthcare and financial), wholesale, government and education institutions. Our three largest tenants are T-Mobile, AT&T and Verizon Wireless.
Further, we seek to augment the long-term value creation associated with growing our recurring site rental cash flows by offering certain ancillary site development services within our Towers segment. REIT Status We operate as a REIT for U.S. federal income tax purposes.
Further, we seek to augment the long-term value creation associated with growing our recurring site rental cash flows by offering certain ancillary site development services within our Towers segment. 5 REIT Status We operate as a REIT for U.S. federal income tax purposes.
The key elements of our strategy are to: 4 • Grow cash flows from our existing communications infrastructure. We are focused on maximizing the recurring site rental cash flows generated from providing our tenants with long-term access to our shared infrastructure assets, which we believe is the core driver of value for our stockholders.
The key elements of our strategy are to: • Grow cash flows from our existing communications infrastructure. We are focused on maximizing the recurring site rental cash flows generated from providing our tenants with long-term access to our shared infrastructure assets, which we believe is the core driver of value for our stockholders.
Such determination could significantly delay the FCC's approval of the construction or modification. Our operations are also subject to federal, state and local laws and regulations relating to the management, use, storage, disposal, emission, or remediation of, or exposure to, hazardous or non-hazardous substances, materials, or wastes.
Such determination could significantly delay the FCC's approval of the construction or modification. 10 Our operations are also subject to federal, state and local laws and regulations relating to the management, use, storage, disposal, emission, or remediation of, or exposure to, hazardous or non-hazardous substances, materials, or wastes.
Our core business is providing access, including space or capacity, to our shared communications infrastructure via long-term tenant contracts in the U.S. We believe our communications infrastructure is integral to our tenants' networks and organizations. See "Item 1. Business—Strategy." Towers Segment.
Our core business is providing access, including space or capacity, to our shared communications infrastructure via long-term tenant contracts in the U.S. We believe our communications infrastructure is integral to our tenants' networks and organizations. See "Item 1. Business—Strategy." 6 Towers Segment.
Proposals to construct or to modify existing tower or antenna structures above certain heights 9 are reviewed by the FAA to ensure the structure will not present a hazard to aviation, which determination may be conditioned upon compliance with lighting or marking requirements.
Proposals to construct or to modify existing tower or antenna structures above certain heights are reviewed by the FAA to ensure the structure will not present a hazard to aviation, which determination may be conditioned upon compliance with lighting or marking requirements.
Nevertheless, there can be no assurance that the costs of compliance with existing or future environmental laws will not have a material adverse effect on us. 10 Available Information We maintain a website at www.crowncastle.com.
Nevertheless, there can be no assurance that the costs of compliance with existing or future environmental laws will not have a material adverse effect on us. Available Information We maintain a website at www.crowncastle.com.
Assuming current leasing activity levels, our cash operating expenses generally tend to escalate at approximately the rate of inflation. We seek to add tenants to our existing communications infrastructure at a low incremental operating cost, delivering high incremental returns to our business.
Assuming current leasing activity levels, our cash operating expenses generally tend to escalate at approximately the rate of inflation. We seek to add tenants to our existing communications infrastructure at a low incremental operating cost, 7 delivering high incremental returns to our business.
In addition to our full-time sales or marketing staff, a number of senior-level employees spend a significant portion of their time on sales and marketing activities and call on existing or prospective tenants. Competition.
In addition to our full-time sales or marketing staff, a number of senior-level employees spend a significant portion of their time on sales and marketing activities and call on existing or prospective tenants. 8 Competition.
The information on our website, including our ESG Reports, is not, and shall not be deemed to be, incorporated by reference into this 2023 Form 10-K or any other filings with the SEC unless expressly noted in any such other filings. Human Capital The people who work for Crown Castle are essential to our ability to execute on our strategy.
The information on our website, including our ESG Reports, is not, and shall not be deemed to be, incorporated by reference into this 2024 Form 10-K or any other filings with the SEC unless expressly noted in any such other filings. Human Capital The people who work for Crown Castle are essential to our ability to execute on our strategy.
In addition, our Corporate Governance Guidelines, Proper Business Practices and Ethics Policy, Financial Code of Ethics, and the charters of our Audit Committee, Compensation Committee and Nominating, Environmental, Social and Governance Committee are available through the Investors section of our website at https://investor.crowncastle.com, and such information is also available in print to any stockholder who requests it.
In addition, our Corporate Governance Guidelines, Proper Business Practices and Ethics Policy, Financial Code of Ethics, and the charters of our Audit Committee, Compensation and Human Capital Committee and Nominating, Environmental, Social and Governance Committee are available through the Investors section of our website at https://investor.crowncastle.com, and such information is also available in print to any stockholder who requests it.
Collectively, these three tenants accounted for approximately three-fourths of our 2023 site rental revenues. See "Item 1A. Risk Factors" for risks associated with our dependence on a small number of customers and note 14 to our consolidated financial statements. For 2023, our site rental revenues by tenant were as follows: Sales and Marketing.
Collectively, these three tenants accounted for approximately three-fourths of our 2024 site rental revenues. See "Item 1A. Risk Factors" for risks associated with our dependence on a small number of customers and note 14 to our consolidated financial statements. For 2024, our site rental revenues by tenant were as follows: Sales and Marketing.
As part of our effort to provide comprehensive communications infrastructure solutions, as an ancillary business, we also offer certain services primarily relating to site development services in our Towers segment. See note 16 to our consolidated financial statements for a discussion of the Company's July 2023 restructuring plan, which included discontinuing installation services as a Towers product offering.
As part of our effort to provide comprehensive communications infrastructure solutions, as an ancillary business, we also offer certain services primarily relating to pre-construction site development services in our Towers segment. See note 16 to our consolidated financial statements for a discussion of the July 2023 restructuring plan, which included discontinuing installation services as a Towers product offering.
As a result, consumer wireless devices are trending toward bandwidth-intensive devices, including smartphones, laptops, tablets and other emerging and embedded devices, and U.S. wireless carriers are among the first carriers in the world to begin offering commercial 5th Generation ("5G") mobile cellular communications services to further support such growth.
As a result, consumer wireless devices are trending toward bandwidth-intensive devices, including smartphones, laptops, tablets and other emerging and embedded devices, and U.S. wireless carriers are among the first carriers in the world to offer commercial 5th Generation ("5G") mobile cellular communications services to further support such growth.
Our Towers tenant contracts and pricing are not influenced by whether or not we perform the site development services. As of December 31, 2023, the average number of tenants (calculated as a unique license together with any related amendments thereto) per tower was approximately 2.5. Fiber Segment.
Our Towers tenant contracts and pricing are not influenced by whether or not we perform the site development services. As of December 31, 2024, the average number of tenants (calculated as a unique license together with any related amendments thereto) per tower was approximately 2.4. Fiber Segment.
See 6 note 3 to our consolidated financial statements for a tabular presentation of the minimum rental payments due to us by tenants pursuant to tenant contracts without consideration of tenant renewal options as of December 31, 2023.
See note 3 to our consolidated financial statements for a tabular presentation of the minimum rental payments due to us by tenants pursuant to tenant contracts without consideration of tenant renewal options as of December 31, 2024.
Nearly half of our site rental costs of operations consists of Towers ground lease expenses, and the remainder includes fiber access expenses (primarily leases of fiber assets and other access agreements to facilitate our communications infrastructure), repairs and maintenance, employee compensation or related benefit costs, property taxes, and utilities.
Approximately 40% of our site rental costs of operations consists of Towers ground lease expenses, and the remainder primarily includes fiber access expenses (primarily leases of fiber assets and other access agreements to facilitate our communications infrastructure), repairs and maintenance, employee compensation or related benefit costs, property taxes, and utilities.
We seek to grow our services revenues by capitalizing on (1) increased leasing volumes that may result from carrier network upgrades, (2) promoting site development services, (3) expanding the scope of our services, and (4) focusing on tenant service and deployment speed.
In 2024, our services and other revenues primarily related to site development services. We seek to grow our services revenues by capitalizing on (1) increased leasing volumes that may result from carrier network upgrades, (2) promoting site development services, (3) expanding the scope of our services, and (4) focusing on tenant service and deployment speed.
As of January 31, 2024, we employed approximately 4,700 people, all of whom were based in the U.S. From time to time, we also add contingent workers to support our business. We believe attracting, developing and retaining talented employees is paramount to serving our customers and our communities and creating value for our stockholders.
As of January 31, 2025, we employed approximately 3,900 people, all of whom were based in the U.S. From time to time, we also add contingent workers to support our business. We believe attracting, developing and retaining talented employees is paramount to serving our customers and our communities and creating value for our stockholders.
See note 16 to our consolidated financial statements for a discussion of the Company's July 2023 restructuring ("Plan"), which included discontinuing tenant equipment installations or subsequent augmentations (collectively, "installation services") as a Towers product offering.
See note 16 to our consolidated financial statements for a discussion of the July 2023 restructuring ("2023 Restructuring Plan"), which included discontinuing tenant equipment installations and subsequent augmentations (collectively, "installation services") as a Towers product offering and (2) the June 2024 restructuring plan ("2024 Restructuring Plan," and together with the 2023 Restructuring Plan, "Restructuring Plans").
We also conduct company-wide employee surveys to help us understand how they feel about working at our company and track the results to inform our human capital strategies. We continue to focus on building and retaining a more diverse workforce and a more inclusive community to make our company stronger and more innovative.
We also periodically conduct company-wide employee surveys to help us understand how they feel about working at our company and track the results to inform our human capital strategies. We focus on building and retaining a strong and innovative workforce with a variety of backgrounds, experiences and points of view.
We offer a competitive total rewards package which includes market-based pay, performance-based annual incentive awards, healthcare and retirement benefits, mental health benefits, parental and family leave, holiday and paid time off and tuition assistance.
The well-being of our employees is a crucial element of our safety culture, employee engagement and productivity. We offer a comprehensive total rewards package which includes market-based pay, performance-based annual incentive awards, healthcare and retirement benefits, mental health benefits, parental and family leave, holiday and paid time off and tuition assistance.
Further, we have a goal to be carbon neutral by 2025 in Scope 1 and 2 emissions by continuing to invest in energy reduction initiatives, sourcing renewable energy, and, to a lesser extent, utilizing carbon credits or offsets. We plan to continue investing in projects that are both good for our business and good for the environment.
We currently maintain annual sustainability targets in our senior unsecured credit facility. Further, we have a goal to be carbon neutral for 2025 in Scope 1 and 2 emissions by continuing to invest in energy reduction initiatives, sourcing renewable energy, and, to a lesser extent, utilizing carbon credits or offsets.
Our foreign assets and operations (including our tower operations in Puerto Rico) most likely will be subject to foreign income taxes in the jurisdictions in which such assets and operations are located, regardless of whether or not they are included in a TRS. 5 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 notes 2 and 9 to our consolidated financial statements).
To remain qualified and be taxed as a REIT, we are generally required to annually distribute to our stockholders at least 90% of our REIT taxable income, after the utilization of our net operating loss carryforwards "NOLs" (determined without regard to the dividends paid deduction and excluding net capital gain) (see notes 2 and 9 to our consolidated financial statements).
Regulatory and Environmental Matters We are required to comply with a variety of federal, state and local regulations and laws in the U.S., including FCC and Federal Aviation Administration ("FAA") regulations and those discussed under "—Environmental" below.
Risk Factors" and note 16 to our consolidated financial statements for further discussion of our Restructuring Plans, which resulted in a reduction of total employee headcount. 9 Regulatory and Environmental Matters We are required to comply with a variety of federal, state and local regulations and laws in the U.S., including FCC and Federal Aviation Administration ("FAA") regulations and those discussed under "—Environmental" below.
As part of our effort to provide comprehensive communications infrastructure solutions, as an ancillary business, we also offer certain services primarily relating to our Towers segment, predominately consisting of site development services relating to existing or new tenant equipment installations, including: site acquisition, architectural and engineering, or zoning and permitting (collectively, "site development services").
As of December 31, 2024, exclusive of renewals exercisable at the tenants' option, our tenant contracts had a weighted-average remaining life of approximately six years and represented $35.9 billion of expected future cash inflows. 4 As part of our effort to provide comprehensive communications infrastructure solutions, as an ancillary business, we also offer certain services primarily relating to our Towers segment, predominately consisting of pre-construction site development services relating to existing or new tenant equipment installations, including: site acquisition, architectural and engineering, or zoning and permitting (collectively, "site development services").
Additional information regarding our sustainability initiatives and progress is also available through the Investors section of our website at https://investor.crowncastle.com.
Together, our board of directors and executive management team define our strategic approach to managing actual and potential impacts of significant ESG risks and opportunities. Additional information regarding our sustainability initiatives and progress is also available through the Investors section of our website at https://investor.crowncastle.com.
The Nominating, Environmental, Social and Governance Committee assists the board of directors with ESG oversight. Our executive management team and senior management keep our board of directors apprised of our ESG priorities, goals and initiatives. Together, our board of directors and executive management team define our strategic approach to managing actual and potential impacts of significant ESG risks and opportunities.
We plan to continue investing in projects that are both good for our business and good for the environment. The Nominating, Environmental, Social and Governance Committee assists the board of directors with ESG oversight. Our executive management team and senior management keep our board of directors apprised of our ESG priorities, goals and initiatives.
Removed
Item 1. Business—The Company " for further information. As of December 31, 2023, exclusive of renewals exercisable at the tenants' option, our tenant contracts had a weighted-average remaining life of approximately six years and represented $39 billion of expected future cash inflows.
Added
Item 1. Business—The Company " for further information.
Removed
In 2023, approximately 51% of our services and other revenues related to installation services, and the remainder predominately related to site development services.
Added
Our foreign assets and operations (including our tower operations in Puerto Rico) most likely will be subject to foreign income taxes in the jurisdictions in which such assets and operations are located, regardless of whether or not they are included in a TRS.
Removed
We are committed to operating responsibly and ethically and considering social and environmental impacts as we make business decisions. We maintain annual sustainability targets in our senior unsecured credit facility.
Added
We believe that our tenants base their decisions on the outsourcing of services on criteria such as a company's experience, record of accomplishment, reputation, price and time for completion of a project.
Removed
We actively partner with non-profit and community organizations to create a diverse talent pipeline. In addition, our board of directors is currently comprised of 58% female or racially diverse directors. The well-being of our employees is a crucial element of our safety culture, employee engagement and productivity.
Removed
Risk Factors" and note 16 to our consolidated financial statements for further discussion of our July 2023 restructuring activities, which included reducing the total employee headcount by approximately 15%.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeNonetheless, we may not be successful in engaging constructively with one or more stockholders, and any resulting activist campaign that contests, or seeks to change, our strategic direction or business mix could have an adverse effect on us because: (1) responding to actions by activist stockholders could disrupt our business and operations, be costly or time-consuming, or divert the attention of our board of directors or management from the pursuit of business strategies, which could adversely affect our results of operations or financial condition; (2) perceived uncertainties as to our future direction may lead to the perception of a change in the direction of the business, instability, or lack of continuity, any of which may be exploited by our competitors, cause concern to our current or potential customers, cause concern in the minds of our employees and make it more difficult to attract and retain qualified personnel; and (3) these types of actions could cause significant fluctuations in our share price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business. 20 Risks Related to Our Debt and Equity Our substantial level of indebtedness could adversely affect our ability to react to changes in our business, and the terms of our debt instruments limit our ability to take a number of actions that our management might otherwise believe to be in our best interests.
Biggest changeNonetheless, we may not be successful in engaging constructively with one or more stockholders, and any resulting activist campaign that contests, or seeks to change, 22 our strategic direction or business mix (for example, our proxy contest in 2024 with Boots Capital) could have an adverse effect on us because: (1) responding to actions by activist stockholders could disrupt our business and operations, be costly or time-consuming, or divert the attention of our board of directors or management from the pursuit of business strategies, which could adversely affect our results of operations or financial condition; (2) perceived uncertainties as to our future direction may lead to the perception of a change in the direction of the business, instability, or lack of continuity, any of which may be exploited by our competitors, cause concern to our current or potential customers and vendors, cause concern in the minds of our employees and make it more difficult to attract and retain qualified personnel; and (3) these types of actions could cause significant fluctuations in our share price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.
Our services business is generally driven by demand for our communications infrastructure and may be adversely impacted by various factors, including: • competition; • the timing, mix and amount of tenant network investments; • the rate and volume of tenant deployment plans; • unforeseen delays or challenges relating to work performed; • economic weakness or uncertainty; • labor availability and productivity; • availability of key components; • our market share; and • changes in the size, scope, or volume of work performed.
Our services business is generally driven by demand for our communications infrastructure and may be adversely impacted by various factors, including: • competition; • the timing, mix and amount of tenant network investments; • the rate and volume of tenant deployment plans; 18 • unforeseen delays or challenges relating to work performed; • economic weakness or uncertainty; • labor availability and productivity; • availability of key components; • our market share; and • changes in the size, scope, or volume of work performed.
Despite existing security measures, certain of our information technology and communications infrastructure may be subject to damage, disruptions, or shutdowns due to unauthorized access, computer viruses, ransomware or other malicious software, cyber-attacks and other security breaches. In addition, our reliance on cloud- or internet-based services and on remote access to information systems increases our exposure to potential cybersecurity incidents.
Despite existing security measures, certain of our information technology and communications infrastructure may be subject to damage, disruptions, or shutdowns due to unauthorized access, computer viruses, ransomware or other malicious software, cyber-attacks and other security breaches. In addition, our reliance on cloud- or internet-based services and on remote 19 access to information systems increases our exposure to potential cybersecurity incidents.
While we maintain insurance that includes coverage in the event 17 of cybersecurity or other information technology breaches, there can be no assurances that such coverage will be adequate to cover exposure from such incidents. Our business may be adversely impacted by climate-related events, natural disasters, including wildfires, and other unforeseen events.
While we maintain insurance that includes coverage in the event of cybersecurity or other information technology breaches, there can be no assurances that such coverage will be adequate to cover exposure from such incidents. Our business may be adversely impacted by climate-related events, natural disasters, including wildfires, and other unforeseen events.
Our failure to obtain these agreements in a prompt and cost-effective manner may prevent us from expanding our footprint, which may be necessary to meet our contractual obligations to our tenants and could adversely impact our business. 16 Our services business has historically experienced significant volatility in demand, which reduces the predictability of our results.
Our failure to obtain these agreements in a prompt and cost-effective manner may prevent us from expanding our footprint, which may be necessary to meet our contractual obligations to our tenants and could adversely impact our business. Our services business has historically experienced significant volatility in demand, which reduces the predictability of our results.
We have encountered a competitive labor market for experienced talent in our industry due, in part, to macroeconomic conditions. Our stock price decline has caused, and may continue to cause, a failure to achieve certain metrics on which vesting of our performance-based equity awards is based.
We have encountered a competitive labor market for experienced talent in our industry due, in part, to macroeconomic conditions. Our stock price performance has caused, and may continue to cause, a failure to achieve certain metrics on which vesting of our performance-based equity awards is based.
Even if we do have available capital, we may choose not to exercise our right to purchase these towers or some or all of the T-Mobile or AT&T towers for business or other reasons.
Even if we do have available capital, we may choose not to exercise our 17 right to purchase these towers or some or all of the T-Mobile or AT&T towers for business or other reasons.
We have the option to purchase the leased and subleased towers from AT&T at the end of the respective lease or sublease terms for aggregate option payments of approximately $4.2 billion, which payments, if such option is exercised, would be due between 2032 and 2048. • 31% of our towers are leased or subleased or operated and managed under master leases, subleases or other agreements with T-Mobile (including those which T-Mobile assumed in its merger with Sprint).
We have the option to purchase the leased and subleased towers from AT&T at the end of the respective lease or sublease terms for aggregate option payments of approximately $4.2 billion, which payments, if such option is exercised, would be due between 2032 and 2048. • 32% of our towers are leased or subleased or operated and managed under master leases, subleases or other agreements with T-Mobile (including those which T-Mobile assumed in its merger with Sprint).
Additional information concerning these towers and the applicable purchase options as of December 31, 2023 is as follows: • 22% of our towers are leased or subleased or operated and managed under a master lease or other related agreements with AT&T for a weighted-average initial term of approximately 28 years, weighted based on towers site rental gross margin.
Additional information concerning these towers and the applicable purchase options as of December 31, 2024 is as follows: • 22% of our towers are leased or subleased or operated and managed under a master lease or other related agreements with AT&T for a weighted-average initial term of approximately 28 years, weighted based on towers site rental gross margin.
Furthermore, the Plan may result in unintended consequences, including: • employee attrition beyond the intended reduction in force; • damage to our corporate culture and decreased employee morale and productivity among our remaining employees; • diversion of management attention; • adverse effects to our reputation as an employer (which could make it more difficult for us to hire new employees in the future); • loss of institutional knowledge and expertise of departing employees; • inability to timely and efficiently scale our workforce in response to shifting demand in our business; and • potential failure or delays to meet operational and growth targets due to the loss of qualified employees.
Furthermore, the Restructuring Plans may result in unintended consequences, including: • employee attrition beyond the intended reduction in force; • damage to our corporate culture and decreased employee morale and productivity among our remaining employees; • diversion of management attention; • adverse effects to our reputation as an employer (which could make it more difficult for us to hire new employees in the future); • loss of institutional knowledge and expertise of departing employees; • inability to timely and efficiently scale our workforce in response to shifting demand in our business; and • potential failure or delays to meet operational and growth targets due to the loss of qualified employees.
Such an industry slowdown or a reduction in tenant network investment may materially and adversely affect our business. 12 A substantial portion of our revenues is derived from a small number of tenants, and the loss, consolidation or financial instability of any of such tenants may materially decrease revenues, reduce demand for our communications infrastructure and services and impact our dividend per share growth.
Such an industry slowdown or a reduction in tenant network investment may materially and adversely affect our business. 14 A substantial portion of our revenues is derived from a small number of tenants, and the loss, consolidation or financial instability of any of such tenants may materially decrease revenues, reduce demand for our communications infrastructure and services and impact our dividend per share growth.
Tenant consolidation could decrease the demand for our communications infrastructure and services, which in turn may result in a reduction in our revenues or cash flows and may trigger a review for impairment of certain long-lived assets. On January 6, 2022, we entered into an agreement with T-Mobile that contemplates T-Mobile and Sprint network consolidation.
Tenant consolidation could decrease the demand for our communications infrastructure and services, which in turn may result in a reduction in our revenues or cash flows and may trigger a review for impairment of certain long-lived assets. On January 6, 2022, we entered into an agreement with T-Mobile that addressed the T-Mobile and Sprint network consolidation.
Since our executive officers are at-will employees, they could terminate their employment with us at any time, and any such departure could be particularly disruptive in light of the recent leadership changes. If we are unable to mitigate these or other similar risks, our business, results of operations and financial condition may be adversely affected.
Our executive officers are at-will employees; as such, their employment with us could terminate at any time, and any such departure could be particularly disruptive in light of the recent leadership changes. If we are unable to mitigate these or other similar risks, our business, results of operations and financial condition may be adversely affected.
Approximately 10% of our towers site rental gross margin for the year ended December 31, 2023 was derived from towers where the leases for the land under such towers had final expiration dates of less than 10 years.
Approximately 10% of our towers site rental gross margin for the year ended December 31, 2024 was derived from towers where the leases for the land under such towers had final expiration dates of less than 10 years.
If we experience any of these adverse consequences, the Plan and other strategic initiatives may not achieve or sustain their intended benefits, or the benefits, even if achieved, may not be adequate to meet our long-term profitability and operational expectations, which could adversely affect our business, results of operations and financial condition.
If we experience any of these adverse consequences, the Restructuring Plans and other strategic initiatives may not achieve or sustain their intended benefits, or the benefits, even if achieved, may not be adequate to meet our long-term profitability and operational expectations, which could adversely affect our business, results of operations and financial condition.
Among other things, such transactions and activities may: • disrupt our business relationships with our tenants and landlords, depending on the nature of or counterparty to such transactions and activities; • divert capital and the time or attention of management away from other business operations, including as a result of post-transaction integration activities; • fail to achieve revenue or margin targets, operational synergies or other benefits contemplated; • increase operational risk or volatility in our business; • not result in the benefits management had expected to realize from such expansion and development activities, or those benefits may take longer to realize than expected; • impact our cost structure and result in the need to hire additional employees; • increase demands on current employees or result in current or prospective employees experiencing uncertainty about their future roles with us, which might adversely affect our ability to retain or attract key employees; or • result in the need for additional TRSs or contributions of certain assets to TRSs, which are subject to federal and state corporate income taxes. 13 Our Fiber segment has expanded, and the Fiber business model contains certain differences from our Towers business model, resulting in different operational risks.
Among other things, such transactions and activities may: • disrupt our business relationships with our tenants and landlords, depending on the nature of or counterparty to such transactions and activities; • divert capital and the time or attention of management away from other business operations, including as a result of post-transaction integration activities; • fail to achieve revenue or margin targets, operational synergies or other benefits contemplated; • increase operational risk or volatility in our business; • temporarily decrease the volume of our business; • not result in the benefits management had expected to realize from such expansion and development activities, or those benefits may take longer to realize than expected; • impact our cost structure and result in the need to hire additional employees; • increase demands on current employees or result in current or prospective employees experiencing uncertainty about their future roles with us, which might adversely affect our ability to retain or attract key employees; or • result in the need for additional TRSs or contributions of certain assets to TRSs, which are subject to federal and state corporate income taxes. 15 Our Fiber business model contains certain differences from our Towers business model, resulting in different operational risks.
Pursuant to the Cooperation Agreement, we agreed, among other things, (1) to promptly appoint Jason Genrich and Sunit Patel as members of the board of directors, with an initial term expiring at the Company's 2024 Annual Meeting of Stockholders, (2) to establish a Fiber Review Committee to conduct a strategic and operational review of our Fiber business and (3) to establish a CEO Search Committee to conduct a search for the next CEO of our company.
Pursuant to the Cooperation Agreement, we agreed, among other things, (1) to promptly appoint Jason Genrich and Sunit Patel as members of the board of directors, with an initial term that expired at our 2024 Annual Meeting of Stockholders ("2024 Annual Meeting"), (2) to establish a Fiber Review Committee to conduct a strategic and operational review of our Fiber business and (3) to establish a CEO Search Committee to conduct a search for the next CEO of our company.
The Plan included reducing our total employee headcount by approximately 15%, discontinuing installation services as a Towers product offering, and consolidating office space. As a result of the foregoing actions, we incurred $85 million of restructuring charges in 2023.
The 2023 Restructuring Plan included reducing our total employee headcount by approximately 15%, discontinuing installation services as a Towers product offering, and consolidating office space. As a result of the foregoing actions, we incurred $85 million and $9 million of restructuring charges in 2023 and 2024, respectively.
As of December 31, 2023, approximately 53% of our towers were leased or subleased or operated and managed under master leases, subleases, or other agreements with AT&T and T-Mobile (including those which T-Mobile assumed in its merger with Sprint). We have the option to purchase these towers at the end of their respective lease terms.
As of December 31, 2024, approximately 54% of our towers were leased or subleased or operated and managed under master leases, subleases, or other agreements with AT&T and T-Mobile (including those which T-Mobile assumed in its merger with Sprint). We have the option to purchase these towers at the end of their respective lease terms.
Our focus on and disclosure of our ESG position, metrics, strategy, goals and initiatives expose us to potential litigation and other adverse effects to our business. In recent years, certain of our investors, tenants, employees and other stakeholders have increased their focus on ESG matters and disclosure.
Our focus on and disclosure of our ESG position, metrics, strategy, goals and initiatives expose us to potential litigation or regulatory action and other adverse effects to our business. In recent years, certain of our investors, tenants, employees and other stakeholders have increased their focus on ESG matters and disclosure.
As such, we may not realize, in full or in part, or sustain, the anticipated benefits from the Plan or do so within the expected time frame, and anticipated benefits may not be adequate to meet our long-term profitability and operational expectations.
As such, we may not realize, in full or in part, or sustain, the anticipated benefits from the Restructuring Plans or do so within the expected time frame, and anticipated benefits may not be adequate to meet our long-term profitability and operational expectations.
We have the option to purchase these towers from AT&T at the end of their respective lease terms for aggregate option payments of up to approximately $400 million, which payments, if such option is exercised, would be due prior to 2032 (less than $15 million would be due before 2029).
We have the option to purchase these towers from AT&T at the end of their respective lease terms for aggregate option payments of up to approximately $385 million, which payments, if such option is exercised, would be due prior to 2032 (less than $12 million would be due before 2029).
Actions that we are taking to restructure our business in alignment with our strategic priorities may not be as effective as anticipated. In July 2023, we initiated the Plan as part of our efforts to reduce costs to better align our operational needs with lower tower activity.
Actions that we are taking, or have completed, to restructure our business in alignment with our strategic priorities may not be as effective as anticipated. In July 2023, we initiated the 2023 Restructuring Plan as part of our efforts to reduce costs to better align our operational needs with lower tower activity.
In addition, our ability to realize the expected benefits from the Plan is subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control.
In addition, our ability to realize the expected benefits from the Restructuring Plans is subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control.
We face competition for site rental tenants and associated contractual rates from various sources, including (1) other independent communications infrastructure owners or operators, including those that own, operate, or manage towers, rooftops, broadcast or transmission towers, utility poles, fiber (including non-traditional competitors such as cable providers) or small cells, or (2) new alternative deployment methods for communications infrastructure.
We face competition for site rental tenants and associated contractual rates from various sources, including (1) other independent communications infrastructure owners or operators, including those that own, operate, or manage towers, rooftops, broadcast or transmission towers, utility poles, fiber (including non-traditional competitors such as cable providers) or small cells, (2) tenants who elect to self-perform and (3) new alternative deployment methods for communications infrastructure.
Item 1A. Risk Factors You should carefully consider all of the risks described below, as well as the other information contained in this document, when evaluating your investment in our securities.
Item 1A. Risk Factors You should carefully consider all of the risks described below, as well as the other information contained in this document, when evaluating your investment in our securities. Summary of Risk Factors The following summarizes our material risk factors.
We have made certain assumptions in estimating the 19 anticipated savings we expect to achieve under the Plan, which include the estimated savings from the elimination of certain headcount and the consolidation of office space. These assumptions may turn out to be incorrect due to a variety of factors.
We have made certain assumptions in estimating the anticipated savings we expect to achieve under the Restructuring Plans, which include the estimated savings from the elimination of certain headcount and the consolidation and closure of office space. These assumptions may turn out to be incorrect due to a variety of factors.
As a result, changes in tenant plans such as delays in the implementation of new systems, new and emerging technologies (including small cells and fiber solutions), or change in plans to expand coverage or capacity may reduce demand for our communications infrastructure.
As a result, changes in tenant plans such as delays in the implementation of new systems, new and emerging technologies, or change in plans to expand coverage or capacity may reduce demand for our communications infrastructure.
Our Fiber segment represented 34% and 31% of our site rental revenues for the years ended December 31, 2023 and 2022, respectively.
Our Fiber segment represented 33% and 34% of our site rental revenues for the years ended December 31, 2024 and 2023, respectively.
MD&A—Liquidity and Capital Resources" ; • we may have limited flexibility in planning for, or reacting to, changes in our business or in the industry; • we may have a competitive disadvantage relative to other companies in our industry with less debt; • we may be adversely impacted by changes in interest rates (see below); • we may be adversely impacted by changes to credit ratings related to our debt instruments; • we may be required to issue equity securities or securities convertible into equity securities or sell some of our assets, possibly on unfavorable terms, in order to meet our debt payment obligations; • we may be limited in our ability to take advantage of strategic business opportunities, including communications infrastructure development or mergers and acquisitions; and • we could fail to remain qualified for taxation as a REIT due to limitations on our ability to declare and pay dividends to stockholders as a result of restrictive covenants in our debt instruments.
MD&A—Liquidity and Capital Resources" ; • we may have limited flexibility in planning for, or reacting to, changes in our business or in the industry; • we may have a competitive disadvantage relative to other companies in our industry with less debt; • we may be adversely impacted by changes in interest rates (see below); • we may be adversely impacted by changes to credit ratings related to our debt instruments; • we may be required to issue equity securities or securities convertible into equity securities or sell some of our assets, possibly on unfavorable terms, in order to meet our debt payment obligations; • we may be limited in our ability to take advantage of strategic business opportunities, including communications infrastructure development or mergers and acquisitions; and • we could fail to remain qualified for taxation as a REIT due to limitations on our ability to declare and pay dividends to stockholders as a result of restrictive covenants in our debt instruments. 24 From March 2022 until recently, the Federal Reserve repeatedly raised the federal funds rate, which adversely impacted the interest rates on our variable rate debt and refinancings of fixed rate debt.
Our ESG initiatives and goals may be difficult to implement, may be contrary to interests of other stakeholders and may increase operating costs and result in changes to certain of our operations, assets and processes.
Our ESG initiatives and goals may be difficult to implement, may lead to increased scrutiny by policymakers and stakeholders, may be contrary to interests of other stakeholders and may increase operating costs and result in changes to certain of our operations, assets and processes.
In addition, if we fail to comply with our covenants, our debt could be accelerated. We have a substantial amount of indebtedness (approximately $22.8 billion as of February 20, 2024). See "Item 7. MD&A—Liquidity and Capital Resources" for a tabular presentation of our contractual debt maturities.
In addition, if we fail to comply with our covenants, our debt could be accelerated. We have a substantial amount of indebtedness (approximately $23.8 billion as of March 12, 2025). See "Item 7. MD&A—Liquidity and Capital Resources" for a tabular presentation of our contractual debt maturities.
In addition, the construction projects (including modifications of existing communications infrastructure) can pose certain safety risks, including: • risks resulting from elevated work, including falling hazards; • risks of third-party non-compliance with safety regulations, industry best practices or other applicable standards; • risks associated with utility hazards, including gas line, electrical or sewage strikes, which may result in explosions, electrocution and other potentially catastrophic events; and • risk of potential wildfires, including due to welding, grinding, cutting, or other construction activity.
In connection with our construction projects, we generally bear the risk of cost over-runs, labor availability and productivity, and contractor pricing and performance. 16 In addition, the construction projects (including modifications of existing communications infrastructure) can pose certain safety risks, including: • risks resulting from elevated work, including falling hazards; • risks of third-party non-compliance with safety regulations, industry best practices or other applicable standards; • risks associated with utility hazards, including gas line, electrical or sewage strikes, which may result in explosions, electrocution and other potentially catastrophic events; and • risk of potential wildfires, including due to welding, grinding, cutting, or other construction activity.
We may also experience unforeseen delays and increased project costs as a result of supply chain disruptions and labor shortages, which may impact the availability of equipment and materials needed for, and availability of contractors to work on, our construction projects.
We may also experience unforeseen delays and increased project costs as a result of labor shortages, which may impact the availability of contractors to work on our construction projects.
Furthermore, the industries in which our tenants operate (particularly those in the wireless industry) could experience a slowdown or slowing growth rates as a result of numerous factors, including a reduction in consumer demand for data or general economic conditions.
These cancellations resulted in a $106 million asset write-down charge in the fourth quarter of 2024. Furthermore, the industries in which our tenants operate (particularly those in the wireless industry) could experience a slowdown or slowing growth rates as a result of numerous factors, including a reduction in consumer demand for data or general economic conditions.
Our construction projects and related contracts can be long-term, complex in nature, dangerous, costly and challenging to execute. The quality of our performance on such construction projects depends in large part upon our ability to manage (1) the associated tenant relationship and (2) the project itself by timely deploying and properly managing appropriate internal and external project resources.
The quality of our performance on such construction projects depends in large part upon our ability to manage (1) the associated tenant relationship and (2) the project itself by timely deploying and properly managing appropriate internal and external project resources.
The actions announced in July 2023 associated with the Plan and related charges are expected to be substantially completed and recorded by June 30, 2024 while the payments are expected to be completed for the employee headcount reduction and office space consolidation in 2024 and 2032, respectively.
The actions associated with the 2023 Restructuring Plan were substantially completed and related charges were recorded by June 30, 2024, while the payments for the employee headcount reduction were substantially completed by December 31, 2024. The remaining payments for the office space consolidation will be completed in 2032.
For various reasons, we may not always have the ability to access, analyze, or verify all information regarding titles or other issues prior to acquiring communications infrastructure.
For various reasons, we may not always have the ability to access, analyze, or verify all information regarding titles or other issues prior to acquiring communications infrastructure. Further, we may not be able to renew ground leases or other agreements on commercially viable terms.
During 2023, due primarily to a decline in tenant activity, services and other revenues decreased by 36% compared to the year ended December 31, 2022. In July 2023, we announced the discontinuation of installation services as a Towers product offering while continuing to offer site development services on our towers.
During both 2023 and 2024, due primarily to our discontinuation of installation services as a Towers product offering previously announced in July 2023, services and other revenues decreased by 36% and 53%, respectively, when compared to years ended December 31, 2022 and 2023, respectively. We continue to offer site development services on our towers.
Further, we may not be able to renew ground leases or other agreements on commercially viable terms. 15 Our ability to retain rights to the land on which our towers are located depends on our ability to purchase such land, by acquiring fee interests and perpetual easements, or renegotiate or extend the terms of the agreements relating to such land.
Our ability to retain rights to the land on which our towers are located depends on our ability to purchase such land, by acquiring fee interests and perpetual easements, or renegotiate or extend the terms of the agreements relating to such land.
Any prolonged period of elevated interest rates or further increases to interest rates on such debt could continue to adversely impact our financial results and our ability to meet our dividend growth targets, strategically deploy our capital or execute our business plan. See "
Recently, the Federal Reserve has started to loosen its monetary policy by lowering the federal funds rate; however, any prolonged period of elevated interest rates or further increases to interest rates on such debt could continue to adversely impact our financial results and our ability to meet our dividend growth targets, strategically deploy our capital or execute our business plan.
New wireless technologies may not deploy or be adopted by tenants as rapidly or in the manner projected. There can be no assurances that new wireless services or technologies, which may drive demand for our communications infrastructure, will be introduced or deployed as rapidly or in the manner projected by the wireless carriers.
There can be no assurances that new wireless services or technologies, which may drive demand for our communications infrastructure, will be introduced or deployed as rapidly or in the manner projected by the wireless carriers. In addition, demand or tenant adoption rates for such new technologies may be lower or slower than anticipated for numerous reasons.
Any failure, or perceived failure, by us to achieve our goals, further our initiatives, accurately report our metrics or adhere to public statements exposes us to potential litigation, which may materially adversely affect our business, results of operations, financial condition and stock price.
Our focus and disclosure of our ESG goals and initiatives – including achievement of or failure to achieve such goals and initiatives, accurately reporting our metrics or adherence to prior public statements – exposes us to potential litigation or regulatory action, which may materially adversely affect our business, results of operations, financial condition and stock price.
Our business has experienced significant executive management changes. In December 2023, we announced the departure of Jay A. Brown, our President and Chief Executive Officer ("CEO"), the appointment of Anthony J.
Our business has experienced, and may continue to experience, significant executive management changes, including the consolidation of roles and responsibilities. In December 2023, we announced the retirement of Jay A. Brown, our President and Chief Executive Officer ("CEO") and the appointment of Anthony J. Melone, a member of our board of directors, to serve as interim President and CEO.
There is no guarantee that any transaction resulting from the strategic review will ultimately benefit our shareholders." for a discussion of the strategic and operational review, recent management changes, the recent reduction in force, and the potential adverse impact on our workforce therefrom. Changes to management, including turnover of our top executives, could have an adverse effect on our business.
" for a discussion of the Strategic Fiber Transaction, recent management changes and the reductions in our workforce in 2023 and 2024, and the potential adverse impact on our workforce therefrom. Changes to management, including turnover of our top executives, could have an adverse effect on our business.
Such variable interest debt had a weighted average rate of 6.3% as of February 20, 2024, compared to 5.4% and 1.1% as of December 31, 2022 and 2021, respectively.
As of March 12, 2025, approximately 9% of our outstanding indebtedness consisted of variable interest rates. Such variable interest debt had a weighted average rate of 5.2% as of March 12, 2025, compared to 6.5%, 5.4% and 1.1% as of December 31, 2023, 2022 and 2021, respectively.
In addition, the rate at which tenants adopt or prioritize small cells and fiber solutions may be lower or slower than we anticipate or may cease to exist altogether. For example, our tenants have initially focused on utilizing towers in the first phase of deploying their 5G networks, which has led to delays in some of our small cell deployments.
For example, our tenants have initially focused on utilizing towers in the first phase of deploying their 5G networks, which has led to delays in some of our small cell deployments.
In addition, see " —Changes to management, including turnover of our top executives, could have an adverse effect on our business.", "—Actions that we are taking to restructure our business in alignment with our strategic priorities may not be as effective as anticipated." and "—Our review of potential strategic alternatives may not result in an executed or consummated transaction or other strategic alternative, and the process of reviewing strategic alternatives or the outcome could adversely affect our business.
See " —Changes to management, including turnover of our top executives, could have an adverse effect on our business.", "—Actions that we are taking, or have completed, to restructure our business in alignment with our strategic priorities may not be as effective as anticipated." and " — The pendency of the sale of our Fiber Business to Zayo and EQT may have an adverse effect on our business, results of operations, cash flows and financial position.
These attacks may be committed by our employees or external actors operating in any geography. In addition, our acquisitions, both past and future, may alter our potential exposure to the risks described above.
These threats can arise from external parties, such as cyber terrorists or nation-state actors, as well as insiders, such as our employees or contractors, who knowingly or unknowingly engage in or enable malicious cyber activities. In addition, our acquisitions, both past and future, may alter our potential exposure to the risks described above.
See note 16 to our consolidated financial statements and "Item 7. MD&A—General Overview—Highlights of Business Fundamentals and Results" for further discussion of our July 2023 restructuring activities. If radio frequency emissions from wireless handsets or equipment on our communications infrastructure are demonstrated to cause negative health effects, potential future claims could adversely affect our operations, costs or revenues.
As a result, growth opportunities or demand for our communications infrastructure arising from such technologies may not be realized at the times or to the extent anticipated. If radio frequency emissions from wireless handsets or equipment on our communications infrastructure are demonstrated to cause negative health effects, potential future claims could adversely affect our operations, costs or revenues.
Due to network consolidation non-renewals and interest rate increases discussed in "—Risks Related to Our Debt and Equity," we expect our annual dividend per share growth through 2025 to be below our long-term annual target. See "Item 1. Business—The Company" and note 14 to our consolidated financial statements for further information regarding our largest tenants.
We expect an additional impact of approximately $45 million in aggregate Fiber non-renewals to occur in 2025 and in subsequent years. See "Item 1. Business—The Company" and note 14 to our consolidated financial statements for further information regarding our largest tenants.
In addition, a number of governmental and self-regulatory organizations have 18 developed or are developing climate change-based laws and regulations, with varying scopes and complexity, that could, if adopted, significantly increase compliance burdens and associated costs.
In addition, we are subject to, and may become subject to additional, climate change-based and other ESG-related laws, regulations and policies, with varying scopes and complexity, such as the SEC's climate-related disclosure rules and the State of California's carbon and climate disclosure laws, that have increased, and could further increase, compliance burdens and associated costs.
Excluding the anticipated impact from the T-Mobile and Sprint network consolidation, we expect each of towers and small cell non-renewals to remain in line with our historical range of 1 to 2% of their respective annual site rental revenues.
We anticipate that this consolidation will result in approximately $200 million in Towers non-renewals in 2025, with additional non-renewals from this agreement, which we expect to fall within our historical non-renewal range of 1% to 2% of Towers annual site rental revenues, to occur each year through 2034.
Removed
We anticipate that this consolidation will result in approximately $200 million in Towers non-renewals in 2025. We expect an additional impact of $35 million in Fiber non-renewals, with $10 million impacting results in 2024 and the remainder in 2025.
Added
However, this summary is not intended to be a comprehensive and complete list of all risk factors identified by the Company. Refer to the following pages of this section for additional details regarding these summarized risk factors.
Removed
Our review of potential strategic alternatives may not result in an executed or consummated transaction or other strategic alternative, and the process of reviewing strategic alternatives or the outcome could adversely affect our business. There is no guarantee that any transaction resulting from the strategic review will ultimately benefit our shareholders.
Added
Additionally, a reduction in the amount or change in the mix of network investment by our tenants may materially and adversely affect our business (including reducing demand for our communications infrastructure or services). • A substantial portion of our revenues is derived from a small number of tenants, and the loss, consolidation or financial instability of any of such tenants may materially decrease revenues, reduce demand for our communications infrastructure and services and impact our dividend per share growth. • The expansion or development of our business, including through acquisitions, increased product offerings or other strategic opportunities, may cause disruptions in our business, which may have an adverse effect on our business, operations or financial results. • Our Fiber business model contains certain differences from our Towers business model, resulting in different operational risks.
Removed
In December 2023, our board of directors established a Fiber Review Committee to oversee and direct the review of strategic and operational alternatives that may be available to us with respect to our Fiber business, including potential sale, merger, spin-off, joint-venture and financing transactions, as well as a range of other strategic and operational opportunities for improved value-creation.
Added
If we do not successfully operate our Fiber business model or identify or manage the related operational risks, such operations may produce results that are lower than anticipated. • Failure to timely, efficiently and safely execute on our construction projects could adversely affect our business. • New technologies may reduce demand for our communications infrastructure or negatively impact our revenues. • If we fail to retain rights to our communications infrastructure, including the rights to land under our towers and the right-of-way and other agreements related to our small cells and fiber, our business may be adversely affected. • Our services business has historically experienced significant volatility in demand, which reduces the predictability of our results. • As a result of competition in our industry, we may find it more difficult to negotiate favorable rates on our new or renewing tenant contracts. • New wireless technologies may not deploy or be adopted by tenants as rapidly or in the manner projected. • If radio frequency emissions from wireless handsets or equipment on our communications infrastructure are demonstrated to cause negative health effects, potential future claims could adversely affect our operations, costs or revenues. • Cybersecurity breaches or other information technology disruptions could adversely affect our operations, business, and reputation. • Our business may be adversely impacted by climate-related events, natural disasters, including wildfires, and other unforeseen events. • Our focus on and disclosure of our ESG position, metrics, strategy, goals and initiatives expose us to potential litigation or regulatory action and other adverse effects to our business. • Failure to attract, recruit and retain qualified and experienced employees could adversely affect our business, operations and costs. • Changes to management, including turnover of our top executives, could have an adverse effect on our business. • Actions that we are taking, or have completed, to restructure our business in alignment with our strategic priorities may not be as effective as anticipated. • Actions of activist stockholders could impact the pursuit of our business strategies and adversely affect our results of operations, financial condition, or stock price. 12 Risks Relating to Our Pending Sale of the Fiber Business: • The pendency of the sale of our Fiber Business to Zayo and EQT may have an adverse effect on our business, results of operations, cash flows and financial position. • Completion of the Strategic Fiber Transaction is subject to the conditions contained in the Strategic Fiber Agreement, including regulatory approvals, which may not be received, and separation of the Fiber Business from our current operations, and if these conditions are not satisfied or waived, the transaction will not be completed. • The failure to complete the planned sale of the Fiber Business to Zayo and EQT could have a material and adverse effect on our business, results of operations, financial condition, cash flows, and stock price.
Removed
There is no assurance that the process will result in the approval or completion of any specific transaction or outcome. We are actively working with financial advisors and legal counsel in this strategic review process. The process of reviewing potential strategic and operational alternatives is time consuming and costly and may divert management's attention.
Added
Risks Relating to Our Debt and Equity • Our substantial level of indebtedness could adversely affect our ability to react to changes in our business, and the terms of our debt instruments limit our ability to take a number of actions that our management might otherwise believe to be in our best interests.
Removed
It may also be disruptive to our business operations and long-term planning, which may cause concern to our current or potential investors, customers, employees, strategic partners, vendors and other stakeholders and may have a material impact on our operating results or result in increased volatility in our stock price.
Added
In addition, if we fail to comply with our covenants, our debt could be accelerated. • We have a substantial amount of indebtedness.
Removed
Any potential transaction or other strategic alternative would be dependent on a number of factors that may be beyond our control, including, among other things, market conditions, industry trends, regulatory approvals, and the availability of financing for a potential transaction on favorable terms.
Added
In the event we do not repay or refinance such indebtedness, we could face substantial liquidity issues and might be required to issue equity securities or securities convertible into equity securities, or sell some of our assets, possibly on unfavorable terms, to meet our debt payment obligations. • Sales or issuances of a substantial number of shares of our common stock or securities convertible into shares of our common stock may adversely affect the market price of our common stock. • Certain provisions of our restated certificate of incorporation ("Charter") and second amended and restated by-laws, as amended ("By-laws") and operative agreements, and domestic and international competition laws may make it more difficult for a third party to acquire control of us or for us to acquire control of a third party, even if such a change in control would be beneficial to our stockholders.
Removed
There can be no assurance that any potential transaction or other strategic alternative will be successfully implemented, achieve the intended benefits or provide greater value to our stockholders 14 than that reflected in the current price of our common stock.
Added
Risks Relating to Corporate Compliance • If we fail to comply with laws or regulations which regulate our business and which may change at any time, we may be fined or even lose our right to conduct some of our business.
Removed
Until the review process is concluded, perceived uncertainties related to our future may result in the loss of potential business opportunities, volatility in the market price of our common stock and difficulty attracting and retaining qualified talent and business partners. Failure to timely, efficiently and safely execute on our construction projects could adversely affect our business.
Added
Risks Relating to Our REIT Status • Future dividend payments to our stockholders will reduce the availability of our cash on hand available to fund future discretionary investments, and may result in a need to incur indebtedness or issue equity securities to fund growth opportunities.
Removed
In connection with our construction projects, we generally bear the risk of cost over-runs, labor availability and productivity, and contractor pricing and performance.
Added
In such event, the then current economic, credit market or equity market conditions will impact the availability or cost of such financing, which may hinder our ability to grow our per share results of operations. • Remaining qualified to be taxed as a REIT involves highly technical and complex provisions of the Code.
Removed
In addition, demand or tenant adoption rates for such new technologies may be lower or slower than anticipated for numerous reasons. As a result, growth opportunities or demand for our communications infrastructure arising from such technologies may not be realized at the times or to the extent anticipated.
Added
Failure to remain qualified as a REIT would result in our inability to deduct dividends to stockholders when computing our taxable income, thereby increasing our tax obligations and reducing our available cash. • Complying with REIT requirements, including the 90% distribution requirement, may limit our flexibility or cause us to forgo otherwise attractive opportunities, including certain discretionary investments and potential financing alternatives. • REIT related ownership limitations and transfer restrictions may prevent or restrict certain transfers of our capital stock. 13 Risks Relating to Our Business and Industry Our business depends on the demand for our communications infrastructure (including towers, small cells and fiber), driven primarily by demand for data, and we may be adversely affected by any slowdown in such demand.
Removed
Melone, a member of our board of directors, to serve as an interim President and CEO, and the creation of an ad hoc CEO Search Committee of the board of directors to conduct a search for our next CEO. The timeline for identifying and integrating a new CEO is currently unknown.
Added
As part of our announced plans to enhance returns in the Fiber segment, during the fourth quarter of 2024, we completed discussions with certain of our tenants regarding approximately 7,000 previously-identified greenfield small cell nodes in our contracted backlog that both parties mutually agreed to cancel.
Removed
We must timely hire a new CEO, successfully integrate the new executive and smoothly transition that person into their new role within our organization to achieve our long-term operating objectives. In addition, we have experienced the departure and transition of leadership in our Towers organization.
Added
In addition, the rate at which tenants adopt or prioritize small cells and fiber solutions has been lower or slower than we anticipated, and may continue to be lower or slower, or may cease to exist altogether.
Removed
We expect to incur an additional approximately $14 million of related charges during the first half of 2024, primarily related to the office space consolidation.
Added
See " —The pendency of the sale of our Fiber Business to Zayo and EQT may have an adverse effect on our business, results of operations, cash flows and financial position.
Removed
In addition, another activist investor has notified us of its intent to nominate a slate of nominees to stand for election as directors at our 2024 Annual Meeting of Stockholders in opposition to the nominees recommended by our board of directors.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

10 edited+0 added−0 removed14 unchanged
Biggest changeWe believe that our facilities are suitable and adequate to meet our anticipated needs.
Biggest changeWe believe that our facilities are suitable and adequate to meet our anticipated needs. See "Item 1. Business—Overview" for further discussion of the pending sale of the Fiber Business, which includes the sale of certain of our office buildings.
Properties Communications Infrastructure We own, lease or manage more than 40,000 towers geographically dispersed throughout the U.S. Towers are vertical metal structures generally ranging in height from 50 to 300 feet. Our tenants' wireless equipment may be placed on towers, 26 building rooftops and other structures.
Properties Communications Infrastructure We own, lease or manage more than 40,000 towers geographically dispersed throughout the U.S. Towers are vertical metal structures generally ranging in height from 50 to 300 feet. Our tenants' wireless equipment may be placed on towers, building rooftops and other structures.
Our Security Operations Center ("SOC"), which operates 24 hours a day, 365 days a year, is designed to provide visibility of security events across the company and a mechanism for swiftly addressing cyber threats before they compromise data security.
Our Security Operations Center ("SOC"), which operates 24 hours a day, 365 days a year, is designed to provide visibility of security events across our Company and a mechanism for swiftly addressing cyber threats before they compromise data security.
Approximately 53% of our towers are leased or subleased or operated and managed under master leases, subleases, or other agreements with AT&T and T-Mobile (including those which T-Mobile assumed in its merger with Sprint). We have the option to purchase these towers at the end of their respective lease terms. We have no obligation to exercise such purchase options.
Approximately 54% of our towers are leased or subleased or operated and managed under master leases, subleases, or other agreements with AT&T and T-Mobile (including those which T-Mobile assumed in its merger with Sprint). We have the option to purchase these towers at the end of their respective lease terms. We have no obligation to exercise such purchase options.
Our CISO has 25 years of cybersecurity experience, including having served as Chief Technology Officer/CISO and co-founder of two cybersecurity companies, during which time he provided cybersecurity consulting services to Fortune 500 companies and taught digital and network forensics course at the National Computer Forensics Institute.
Our CISO has over 25 years of cybersecurity experience, including having served as Chief Technology Officer/CISO and co-founder of two cybersecurity companies, during which time he provided cybersecurity consulting services to Fortune 500 companies and taught a digital and network forensics course at the National Computer Forensics Institute.
While we have not, as of the date of this 2023 10-K, experienced a cybersecurity threat or incident that resulted in a material adverse impact to our business or operations, there can be no guarantee that we will not experience such an incident in the future. See "Risk Factors" for more information on our cybersecurity risks. Item 2.
While we have not, as of the date of this 2024 10-K, experienced a cybersecurity threat or incident that resulted in a material adverse impact to our business or operations, there can be no guarantee that we will not experience such an incident in the future. See "Risk Factors" for more information on our cybersecurity risks. 30 Item 2.
Business—Overview" for information regarding our tower and fiber portfolios. • "Item 7. MD&A—Liquidity and Capital Resources—Material Cash Requirements" for information regarding our lease obligations. • "Schedule III - Schedule of Real Estate and Accumulated Depreciation" for further information on our productive properties.
Business—Overview" for information regarding our tower and fiber portfolios and the pending sale of the Fiber Business. • "Item 7. MD&A—Liquidity and Capital Resources—Material Cash Requirements" for information regarding our lease obligations. • "Schedule III - Schedule of Real Estate and Accumulated Depreciation" for further information on our productive properties.
The majority of our fiber assets are located in major metropolitan areas, including a presence within every major U.S. market. Our small cells and fiber are typically located outdoors and are often attached to public right-of-way infrastructure, including utility poles or street lights. See the following for further information regarding our communications infrastructure: • "Item 1.
The majority of our fiber assets are located in major metropolitan areas, including a presence in most major U.S. markets. Our small cells and fiber are typically located outdoors and are often attached to public right-of-way infrastructure, including utility poles or street lights. See the following for further information regarding our communications infrastructure: • "Item 1.
The CIO (and previously, Vice President, Audit and Security) periodically reports to the Audit Committee regarding cybersecurity risk exposure and risk mitigation strategies. The board of directors also may review and assess cybersecurity risks in connection with its review of our company's mission critical risks.
The CIO periodically reports to the Audit Committee regarding cybersecurity risk exposure and risk mitigation strategies. The board of directors also may review and assess cybersecurity risks in connection with its review of our company's mission critical risks.
Our towers are located on tracts of land that support the towers, equipment shelters and, where applicable, guy-wires to stabilize the tower. Additionally, we own or lease approximately 90,000 route miles of fiber primarily supporting our (1) approximately 115,000 small cells on air or under contract and (2) fiber solutions.
Our towers are located on tracts of land that support the towers, equipment shelters and, where applicable, guy-wires to stabilize the tower. Additionally, we own or lease approximately 90,000 route miles of fiber primarily supporting our (1) approximately 105,000 small cell nodes either currently generating revenue or under contract and (2) fiber solutions.

Item 2. Properties

Properties — owned and leased real estate

9 edited+2 added−200 removed2 unchanged
Biggest changeWe seek to maintain a capital structure that we believe drives long-term stockholder value and optimizes our weighted-average cost of capital. We target a leverage ratio of approximately five times Adjusted EBITDA, subject to various factors, such as the availability and cost of capital and the potential long-term return on our discretionary investments.
Biggest changeWe seek to maintain a capital structure that we believe drives long-term stockholder value and optimizes our weighted-average cost of capital. Additionally, we expect to maintain an investment grade credit profile.
We seek to fund our discretionary investments with both cash generated by operating activities and cash available from financing capacity, such as the use of our availability under our 2016 Revolver, issuances under our CP Program, debt financings and issuances of equity or equity-related securities, including under our 2021 ATM Program or any similar successor program.
We seek to fund our discretionary investments with both cash generated by operating activities and cash available from financing capacity, such as the use of our availability under our 2016 Revolver, issuances under our CP Program, debt financings and issuances of equity or equity-related securities, including under our 2024 ATM Program or any similar successor program.
We expect to continue to pay minimal cash income taxes as a result of our REIT status and our NOLs. See "Item 1. Business—REIT Status," "Item 7. MD&A—General Overview" and note 9 to our consolidated financial statements. Liquidity Position. The following is a summary of our capitalization and liquidity position as of December 31, 2023. See "Item 7A.
We expect to continue to pay minimal cash income taxes as a result of our REIT status and our NOLs. See "Item 1. Business—REIT Status," "Item 7. MD&A—General Overview" and note 9 to our consolidated financial statements. Liquidity Position. The following is a summary of our capitalization and liquidity position as of December 31, 2024. See "Item 7A.
See note 7 to our consolidated financial statements. Over the next 12 months: • Our liquidity sources may include (1) cash on hand, (2) cash generated by our operating activities, (3) availability under our 2016 Revolver, (4) issuances under our CP Program, and (5) issuances of equity pursuant to our 2021 ATM Program or any similar successor program.
See note 7 to our consolidated financial statements. Over the next 12 months: • Our liquidity sources may include (1) cash on hand, (2) cash generated by our operating activities, (3) availability under our 2016 Revolver, (4) issuances under our CP Program, and (5) issuances of equity pursuant to our 2024 ATM 40 Program or any similar successor program.
Quantitative and Qualitative Disclosures About Market Risk" and note 7 to our consolidated financial statements for additional information regarding our debt as well as note 10 to our consolidated financial statements for additional information regarding our 2021 ATM Program.
Quantitative and Qualitative Disclosures About Market Risk" and note 7 to our consolidated financial statements for additional information regarding our debt as well as note 10 to our consolidated financial statements for additional information regarding our 2024 ATM Program.
(In millions of dollars) Cash and cash equivalents and restricted cash and cash equivalents (a) $ 281 Undrawn 2016 Revolver availability (b) 6,291 Total debt and other obligations (current and non-current) 22,921 Total equity 6,381 (a) Inclusive of $5 million included within "Other assets, net" on our consolidated balance sheet.
(In millions of dollars) Cash and cash equivalents and restricted cash and cash equivalents (a) $ 295 Undrawn 2016 Revolver availability (b) 6,961 Total debt and other obligations (current and non-current) 24,081 Total deficit (133) (a) Inclusive of $5 million included within "Other assets, net" on our consolidated balance sheet.
Our contractual debt maturities over the next 12 months consist of Commercial Paper Notes that may be outstanding from time to time, the 3.200% Senior Notes and principal payments on certain outstanding debt.
Our contractual debt maturities over the next 12 months, consist of (1) Commercial Paper Notes, of which we had $1.1 billion outstanding as of March 12, 2025, (2) the 1.350% senior unsecured notes due July 2025 ("1.350% Senior Notes") and (3) principal payments on certain outstanding debt.
Our liquidity uses over the next 12 months are expected to include (1) debt obligations of $835 million (consisting of the 3.200% Senior Notes and principal payments on certain outstanding debt), (2) cumulative common stock dividend payments expected to be at least $6.26 per share, or an aggregate amount of approximately $2.7 billion (see "Item 7.
Our liquidity uses over the next 12 months are expected to include (1) debt obligations of $2.0 billion (consisting of Commercial Paper Notes, the 1.350% Senior Notes and principal payments on certain outstanding debt), (2) common stock dividend payments, subject to declaration by our board of directors (see "Item 7. MD&A—General Overview—Common Stock Dividend" ), and (3) capital expenditures.
The full year 2023 Excess Cash Flow of the issuers of the Tower Revenue Notes was approximately $993 million. We currently expect to refinance these notes on or prior to the respective anticipated repayment dates.
We currently expect to refinance $700 million of Tower Revenue Notes, Series 2015-2 on or prior to the anticipated repayment date on May 15, 2025.
Removed
Item 2. MD&A—Results of Operations " for further discussion of the Plan. ◦ The actions announced in July 2023 associated with the Plan and related charges are expected to be substantially completed and recorded by June 30, 2024, while the payments are expected to be completed for the employee headcount reduction and office space consolidation in 2024 and 2032, respectively.
Added
Item 2. MD&A—Results of Operations " for further discussion of the 2024 Restructuring Plan, which resulted in, among other things, an increase in return thresholds on new growth opportunities in the Fiber segment and a reduction in Fiber segment capital expenditures for full year 2024.
Removed
Common Stock Dividend During each of the quarters in the year ended 2023, we paid a common stock dividend of $1.565 per share, totaling approximately $2.7 billion, which represents an increase of approximately 4.7% from the common stock dividends paid in the aggregate in the year ended 2022.
Added
We currently expect to refinance the Tower Revenue Notes, Series 2015-2 on or prior to the anticipated repayment date of May 15, 2025, see "
Removed
We currently expect our common stock dividends over the next 12 months to be a cumulative amount of at least $6.26 per share, or an aggregate amount of approximately $2.7 billion. Over time, we expect to increase our dividend per share as we grow cash flows. Any future common stock dividends are subject to declaration by our board of directors.
Removed
See notes 10 and 17 to our consolidated financial statements.
Removed
Outlook Highlights The following are certain highlights of our outlook that impact our business fundamentals described above. • We expect that, when compared to full year 2023, our full year 2024 site rental revenues growth will be positively impacted by tenant additions, as large wireless carriers and fiber solutions tenants continue to focus on meeting the increasing demand for data.
Removed
We expect site rental revenues to decrease year over year due to the absence in 2024 of payments received in 2023 that T-Mobile paid to satisfy remaining rental obligations for certain canceled Sprint leases, net of estimated non-renewals, as a result of the T-Mobile US, Inc. and Sprint network consolidation and a decline in long-term deferred revenue amortization. 31 • We expect to continue to invest a significant amount of our available capital in the form of discretionary capital expenditures for 2024 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 2024, consistent with historical annual levels. • As part of the aforementioned Plan: ◦ In 2024, we expect to realize $105 million in labor and facilities cost savings, of which $50 million is expected in selling, general and administrative, $40 million in services and other costs of operations and $15 million in site rental costs of operations.
Removed
The 2024 costs savings are expect to be partially offset by a $40 million reduction in services and other gross margin due to the discontinuation of installation services. See "Item 1A.
Removed
Risk Factors" for a discussion of risks related to our restructuring activities. • In December 2023, we announced a strategic and operating review of our Fiber segment. 32 Results of Operations The following discussion of our results of operations for 2023 compared to 2022 should be read in conjunction with "Item 1. Business," "Item 7.
Removed
MD&A—Liquidity and Capital Resources" and our consolidated financial statements. For a discussion of our results of operations and financial condition for 2022 compared to 2021 that is not included in this 2023 Form 10-K, see "Part II, Item 7.
Removed
Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on February 24, 2023.
Removed
The following discussion of our results of operations is based on our consolidated financial statements prepared in accordance with GAAP, which requires us to make estimates and judgments that affect the reported amounts (see "Item 7. MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" and note 2 to our consolidated financial statements). See "Item 7.
Removed
MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures" for a discussion of our use of (1) segment site rental gross margin, (2) segment services and other gross margin, (3) segment operating profit (loss), including their respective definitions, and (4) Adjusted EBITDA, including its definition and a reconciliation to net income (loss).
Removed
Our operating segments consist of (1) Towers and (2) Fiber. See note 14 to our consolidated financial statements for further discussion of our operating segments.
Removed
Highlights of our results of operations for 2023, 2022 and 2021 are depicted below: Years Ended December 31, Percent Change (In millions of dollars) 2023 2022 2021 2023 vs. 2022 2022 vs. 2021 Site rental revenues: Towers site rental revenues $ 4,313 $ 4,322 $ 3,804 — % 14 % Fiber site rental revenues 2,219 1,967 1,915 13 % 3 % Total site rental revenues 6,532 6,289 5,719 4 % 10 % Site rental gross margin (a) : Towers site rental gross margin 3,370 3,404 2,915 (1) % 17 % Fiber site rental gross margin 1,533 1,317 1,282 16 % 3 % Services and other gross margin (a) : Towers services and other gross margin 127 238 187 (47) % 27 % Fiber services and other gross margin 16 3 3 433 % — % Segment operating profit (loss) (a) : Towers operating profit (loss) 3,393 3,527 2,995 (4) % 18 % Fiber operating profit (loss) 1,355 1,130 1,111 20 % 2 % Income (loss) from continuing operations 1,502 1,675 1,158 (10) % 45 % Net income (loss) 1,502 1,675 1,096 (10) % 53 % Adjusted EBITDA (b) 4,415 4,340 3,816 2 % 14 % (a) See "Item 7.
Removed
MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures" and note 14 to our consolidated financial statements for our definitions of segment site rental gross margin, segment services and other gross margin and segment operating profit. (b) See reconciliation of this non-GAAP financial measure to net income (loss) and definition included in "Item 7.
Removed
MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures." 33 2023 and 2022 Total site rental revenues for 2023 grew by $243 million, or 4%, from 2022.
Removed
This increase was predominately comprised of the factors depicted in the chart below: (In millions of dollars) (a) Represents site rental revenues growth from tenant additions across our entire portfolio and renewals or extensions of tenant contracts, exclusive of the impacts from both straight-line accounting and amortization of prepaid rent in accordance with GAAP.
Removed
(b) Core leasing activity and non-renewals include $170 million and $21 million, respectively, of payments received from and non-renewals associated with Sprint Cancellations, respectively. (c) Prepaid rent amortization includes amortization of upfront payments received from long-term tenants and other deferred credits, inclusive of $59 million of accelerated prepaid rent amortization associated with the Sprint Cancellations.
Removed
(d) Represents the contribution from recent acquisitions until the one-year anniversary of such acquisitions. Towers site rental revenues and Towers site rental gross margin for 2023 were $4.3 billion and $3.4 billion, respectively, compared to $4.3 billion and $3.4 billion, respectively, from 2022.
Removed
As a significant portion of our Towers site rental revenue growth was generated from long-term contracts, revenue increases under contractual cash escalators were substantially offset by a decline in the associated straight-line accounting adjustment.
Removed
The $34 million decrease in Towers site rental gross margin was primarily due to higher Towers site rental costs of operations, including ground lease agreements that contain contingent payment provisions such as CPI-based escalations.
Removed
Fiber site rental revenues and Fiber site rental gross margin for 2023 were $2.2 billion and $1.5 billion, respectively, and increased by $252 million and $216 million, respectively, from 2022.
Removed
Both Fiber site rental revenues and Fiber site rental gross margin were predominately impacted by $170 million of payments and $59 million of accelerated prepaid rent amortization, offset by $21 million of non-renewals, each related to the Sprint Cancellations.
Removed
Towers services and other gross margin was $127 million for 2023 and decreased by $111 million from $238 million from 2022, which is a reflection of the lower volume of activity from carriers' network enhancements and the volume and mix of services and other work.
Removed
Our services and other offerings are of a variable nature as these revenues are not under long-term tenant contracts. See note 16 to our consolidated financial statements for a discussion of the Plan, which included discontinuing installation services as a Towers product offering.
Removed
Fiber services and other gross margin was $16 million for 2023 and increased by $13 million from $3 million from 2022 primarily as a result of site abandonment fees associated with the Sprint Cancellations. 34 Selling, general and administrative expenses for 2023 were $759 million and increased by $9 million, or 1%, from $750 million from 2022.
Removed
The increase in selling, general and administrative expenses was primarily related to (1) increased investment in information technology, (2) the strategic review previously announced in December 2023 and (3) certain other expenses, including facilities, returning to their pre-pandemic operations following our return to office in February 2022, partially offset by (4) a decrease in labor cost as a result of our aforementioned restructuring activities.
Removed
Towers operating profit (loss) for 2023 decreased by $134 million, or 4%, from 2022. The decrease in Towers operating profit (loss) was primarily related to the previously-mentioned decreases in both Towers site rental gross margin and Towers services and other gross margin. Fiber operating profit (loss) for 2023 increased by $225 million, or 20%, from 2022.
Removed
The increase in Fiber operating profit (loss) was primarily related to the previously-mentioned increase in Fiber site rental gross margin. Depreciation, amortization and accretion was approximately $1.8 billion for 2023 and increased by $47 million, or 3%, from 2022. This increase predominately resulted from a corresponding increase in our gross property and equipment due to capital expenditures.
Removed
Restructuring charges in connection with the Plan were $85 million for 2023. The charges primarily consisted of $62 million related to cash payments that have been made in 2023 or are expected to be made in 2024 associated with employee severance and other one-time termination benefits and $16 million of remaining obligations under facility leases payable through 2032.
Removed
Additionally, we also recorded non-cash charges of $1 million related to share-based compensation and $6 million for accelerated depreciation. Interest expense and amortization of deferred financing costs, net were $850 million for 2023 and increased by $151 million, or 22%, from $699 million during 2022.
Removed
The increase predominately resulted from an increase in the interest rates on the 2016 Term Loan A, 2016 Revolver and Commercial Paper Notes, as well as an increase in our outstanding indebtedness due to the financing of our discretionary capital expenditures. See note 7 to our consolidated financial statements, "Item 1A. Risk Factors" and "Item 7A.
Removed
Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt and interest rate increases. As a result of repaying certain of our indebtedness in conjunction with our refinancing activities during 2022, we incurred losses on retirement of long-term obligations of $28 million. We did not incur any losses on retirement of long-term obligations during 2023.
Removed
See note 7 to our consolidated financial statements. The provisions for income taxes for 2023 and 2022 were $26 million and $16 million, respectively. For both 2023 and 2022, the effective tax rate differs from the federal statutory rate predominately due to our REIT status, including the dividends paid deduction. See "Item 1. Business—REIT Status," "Item 7.
Removed
MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" and note 9 to our consolidated financial statements. Net income (loss) was $1.5 billion during 2023 compared to $1.7 billion during 2022.
Removed
The decrease was related to the previously-mentioned decrease in Towers operating profit and previously-mentioned increases in expenses, including interest expense and amortization of deferred financing costs, net, restructuring charges and depreciation, amortization and accretion, while being partially offset by the previously-mentioned increase in Fiber operating profit. Adjusted EBITDA increased by $75 million, or 2%, from 2022 to 2023.
Removed
The increase was predominately related to the previously mentioned increase in Fiber operating profit (loss), partially offset by the previously-mentioned decrease in Towers services and other gross margin. 35 Liquidity and Capital Resources Overview General. Our core business generates revenues under long-term tenant contracts (see "Item 1. Business—Overview" and "Item 7.
Removed
MD&A—General Overview—Overview" ) from (1) the largest U.S. wireless carriers and (2) other towers and fiber solutions tenants.
Removed
As a leading provider of shared communications infrastructure in the U.S., our strategy is to create long-term stockholder value via a combination of (1) growing cash flows generated from our portfolio of communications infrastructure, (2) returning a meaningful portion of our cash generated by operating activities to our stockholders in the form of dividends, and (3) investing capital efficiently to grow cash flows and long-term dividends per share.
Removed
Our strategy is based, in part, on our belief that the U.S. is the most attractive market for shared communications infrastructure investment with the greatest long-term growth potential. We measure our efforts to create "long-term stockholder value" by the combined payment of dividends to stockholders and growth in our per share results. See "Item 1.
Removed
Business—Strategy" for a further discussion of our strategy. We have engaged, and expect to continue to engage, in discretionary investments that we believe will maximize long-term stockholder value.
Removed
Our historical discretionary investments include (in no particular order): constructing communications infrastructure, acquiring communications infrastructure, acquiring land interests (which primarily relate to land assets under towers), improving and structurally enhancing our existing communications infrastructure, purchasing shares of our common stock, and purchasing, repaying, or redeeming our debt.
Removed
We have recently spent, and expect to continue to spend, a significant percentage of our discretionary investments on the construction of small cells and fiber.
Removed
We may choose to increase or decrease our leverage from this target for various periods of time. Our contractual debt maturities over the next 12 months, consist of (1) Commercial Paper Notes, of which we had $578 million outstanding as of February 20, 2024, (2) the 3.200% Senior Notes and (3) principal payments on certain outstanding debt.
Removed
MD&A—General Overview—Common Stock Dividend" ), (3) capital 36 expenditures and (4) restructuring and related charges associated with the Plan described in note 16 to our consolidated financial statements. We may also purchase shares of our common stock.
Removed
Additionally, amounts available under our CP Program may be repaid and re-issued from time to time and we intend to maintain available commitments under our 2016 Revolver in an amount at least equal to the amount of Commercial Paper Notes outstanding.
Removed
During the next 12 months, while our liquidity uses are expected to exceed our cash generated by operating activities, we expect that our liquidity sources described above should be sufficient to cover our expected uses. Historically, from time to time, we have accessed the capital markets to issue debt and equity. • See "Item 7A.
Removed
Quantitative and Qualitative Disclosures About Market Risk" for a discussion of interest rate risk and note 7 to our consolidated financial statements for a tabular presentation of our debt maturities and a discussion of anticipated repayment dates.
Removed
Summary Cash Flows Information Years Ended December 31, (In millions of dollars) 2023 2022 2021 Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents Operating activities $ 3,126 $ 2,878 $ 2,789 Investing activities (1,519) (1,352) (1,332) Financing activities (1,654) (1,665) (1,310) Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents - continuing operations (47) (139) 147 Effect of exchange rate changes on cash 1 — — Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents- continuing operations (46) (139) 147 Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents - discontinued operations (a) — — (62) Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents $ (46) $ (139) $ 85 (a) See note 9 to our consolidated financial statements for further information.
Removed
Operating Activities The increase in net cash provided by operating activities of $248 million for 2023 from 2022 was due primarily to a net increase from changes in working capital and growth in our core business, including $170 million of payments received from Sprint Cancellations.
Removed
Changes in working capital contribute to variability in net cash provided by operating activities, largely due to the timing of advanced payments by us and advanced receipts from tenants. We expect to grow our net cash provided by operating activities in the future (exclusive of changes in working capital) if we realize expected growth in our core business.
Removed
Investing Activities Net cash used for investing activities for 2023 increased by $167 million from 2022 primarily as a result of increased discretionary capital expenditures in our Fiber segment.
Removed
Our capital expenditures are categorized as discretionary or sustaining as described below. • Discretionary capital expenditures are made with respect to activities which we believe exhibit sufficient potential to enhance long-term stockholder value.
Removed
They primarily consist of expansion or development of communications infrastructure (including capital expenditures related to (1) enhancing communications infrastructure in order to add new tenants for the first time or support subsequent tenant equipment augmentations or (2) modifying the structure of a communications infrastructure asset to accommodate additional tenants) and construction of new communications infrastructure.
Removed
Discretionary capital expenditures also include purchases of land interests (which primarily relate to land assets under towers as we seek to manage our interests in the land beneath our towers), certain technology-related investments necessary to support and scale future customer demand for our communications infrastructure, and other capital projects.
Removed
The expansion or development of existing communications infrastructure to accommodate new leasing typically varies based on, among other factors: (1) the type of communications infrastructure, (2) the scope, volume, and mix of work performed on the communications infrastructure, (3) existing capacity prior to installation, or (4) changes in structural engineering regulations and standards.
Removed
Currently, construction of new communications infrastructure is predominately comprised of the construction of small cells and fiber (including certain construction projects that may take 18 to 36 months to complete).
Removed
Our decisions regarding discretionary capital expenditures are influenced by the availability and cost of capital and expected returns on alternative uses of cash, such as payments of dividends and investments. 37 • Sustaining capital expenditures consist of those capital expenditures not otherwise categorized as discretionary capital expenditures, such as (1) maintenance capital expenditures on our communications infrastructure assets that enable our tenants' ongoing quiet enjoyment of the communications infrastructure and (2) ordinary corporate capital expenditures.
Removed
A summary of our capital expenditures for the last three years is as follows: For the Years Ended December 31, 2023 December 31, 2022 December 31, 2021 (In millions of dollars) Towers Fiber Other Total Towers Fiber Other Total Towers Fiber Other Total Discretionary: Communications infrastructure improvements and other capital projects (a) $ 122 $ 1,131 $ 24 $ 1,277 $ 121 $ 1,017 $ 24 $ 1,162 $ 138 $ 905 $ 33 $ 1,076 Purchases of land interests 64 — — 64 53 — — 53 64 2 — 66 Sustaining 8 44 31 83 11 41 43 95 19 49 19 87 Total $ 194 $ 1,175 $ 55 $ 1,424 $ 185 $ 1,058 $ 67 $ 1,310 $ 221 $ 956 $ 52 $ 1,229 (a) Towers segment includes $32 million, $48 million and $65 million of capital expenditures incurred during the years ended December 31, 2023, 2022 and 2021, respectively, in connection with tenant installations and upgrades on our towers.
Removed
Capital expenditures increased from 2022 to 2023 and were primarily impacted by the previously-mentioned increased discretionary capital expenditures in our Fiber segment. See "Item 7. MD&A—General Overview—Outlook Highlights" for a discussion of our expectations surrounding 2024 capital expenditures.
Removed
Financing Activities We seek to allocate cash generated by our operations in a manner that will enhance long-term stockholder value, which may include various financing activities such as (in no particular order): (1) paying dividends on our common stock (currently expected to total at least $6.26 per share over the next 12 months, or an aggregate amount of approximately $2.7 billion), (2) purchasing our common stock or (3) purchasing, repaying, or redeeming our debt.
Removed
See "Item 7. MD&A—General Overview—Common Stock Dividend," "Item 7. MD&A—Liquidity and Capital Resources—Overview" and notes 7, 10 and 17 to our consolidated financial statements.
Removed
In 2023, our financing activities predominately related to the following: • paying an aggregate of $2.7 billion in dividends on our common stock; • issuing $1.5 billion aggregate principal amount of senior unsecured notes in December 2023, the net proceeds of which were used to repay a portion of the outstanding indebtedness under our CP Program and pay related fees and expenses; • repaying in full the previously outstanding 3.150% Senior Notes on the contractual maturity date in July 2023; • issuing $1.35 billion aggregate principal amount of senior unsecured notes in April 2023, the net proceeds of which were used to repay a portion of the outstanding indebtedness under the Revolver and pay related fees and expenses; and • issuing $1.0 billion aggregate principal amount of senior unsecured notes in January 2023, the net proceeds of which were used to repay a portion of the outstanding indebtedness under the Revolver and pay related fees and expenses.
Removed
In 2022, our financing activities predominately related to the following: • paying an aggregate of $2.6 billion in dividends on our common stock; • issuing $750 million aggregate principal amount of senior unsecured notes in March 2022, the net proceeds of which were used to repay a portion of the outstanding indebtedness under our CP Program and pay related fees and expenses; • prepaying in full the previously outstanding Tower Revenue Notes, Series 2018-1 in March 2022; • redeeming in full the previously outstanding 3.849% Secured Notes in March 2022; • entering into an amendment to the 2016 Credit Facility in July 2022 that provided for, among other things, (1) the extension of the maturity date from June 2026 to July 2027, (2) an increase to the aggregate commitments under the 2016 Revolver from $5.0 billion to $7.0 billion, (3) certain modifications to a specified sustainability metric and (4) the replacement of the LIBOR pricing benchmark with the Term SOFR pricing benchmark; and • increasing the size of our CP Program in March 2022 to permit the issuance of Commercial Paper Notes in an aggregate principal amount not to exceed $2.0 billion at any time outstanding. 38 Incurrences, Purchases and Repayments of Debt.
Removed
See note 7 to our consolidated financial statements, "Item 7. MD&A—General Overview" and "Item 7. MD&A—Liquidity and Capital Resources—Overview—Liquidity Position" for further discussion of our recent issuances, purchases, redemptions and repayments of debt. Common Stock. See notes 10 and 17 to our consolidated financial statements for further information regarding our common stock as well as dividends declared and paid.
Removed
ATM Program. In March 2021, we established the 2021 ATM Program through which we may issue and sell shares of our common stock having an aggregate gross sales price of up to $750 million.
Removed
Sales under the 2021 ATM Program, or any similar successor program, may be made by means of ordinary brokers' transactions on the NYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or, subject to our specific instructions, at negotiated prices.
Removed
We intend to use the net proceeds from any sales under the 2021 ATM Program, or any similar successor program, for general corporate purposes, which may include (1) the funding of future acquisitions or investments or (2) the repayment or repurchase of any outstanding indebtedness. See also note 10 to our consolidated financial statements.
Removed
As of February 20, 2024, we had $750 million of gross sales of common stock availability remaining on our 2021 ATM Program. Credit Facility. See note 7 to our consolidated financial statements for further information regarding our 2016 Credit Facility.

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Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed1 unchanged
Biggest changeWhile the outcome of these matters cannot be predicted with certainty, management does not expect any pending matters to have a material adverse effect on us. See the disclosure in note 12 to our consolidated financial statements. Item 4. Mine Safety Disclosures N/A 27 PART II
Biggest changeWhile the outcome of these matters cannot be predicted with certainty, management does not expect any pending matters to have a material adverse effect on us. See the disclosure in note 12 to our consolidated financial statements. Item 4. Mine Safety Disclosures N/A 31 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+2 added−2 removed1 unchanged
Biggest changeTo 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 any available NOLs (determined without regard to the dividends paid deduction and excluding net capital gain). See also "Item 1. Business—REIT Status," "Item 1A. Risk Factors," "Item 7.
Biggest changeDividend Policy We operate as a REIT for U.S. federal income tax purposes. To remain qualified and be taxed as a REIT, we are generally required to annually distribute to our stockholders at least 90% of our REIT taxable income after the utilization of any available NOLs (determined without regard to the dividends paid deduction and excluding net capital gain).
The declaration amount and payment of any future dividends, however, are subject to the determination and approval of our board of directors based on then-current or anticipated future conditions, including our earnings, net cash generated by operating activities, capital requirements, financial condition, our relative market capitalization, our existing NOLs, or other factors deemed relevant by our board of directors.
Whether dividends are to be declared and the amount and timing thereof remain subject to the discretion of our board of directors. based on then-current or anticipated future conditions, including our earnings, net cash generated by operating activities, capital requirements, financial condition, our relative market capitalization, our existing NOLs, or other factors deemed relevant by our board of directors.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information and Holders Our common stock is listed and traded on the New York Stock Exchange ("NYSE") under the symbol "CCI." As of February 20, 2024, there were approximately 571 holders of record of our common stock.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information and Holders Our common stock is listed and traded on the NYSE under the symbol "CCI." As of March 12, 2025, there were approximately 540 holders of record of our common stock.
Years Ended December 31, Company/Market/Index 2018 2019 2020 2021 2022 2023 Crown Castle Inc. $ 100.00 $ 135.46 $ 156.61 $ 211.54 $ 142.76 $ 128.06 S&P 500 Market Index 100.00 131.49 155.68 200.37 164.08 207.21 FTSE NAREIT All Equity REITs Index 100.00 128.66 122.07 172.49 129.45 144.16 The performance graph above and related text are being furnished solely to accompany this 2023 Form 10-K pursuant to Item 201(e) of Regulation S-K, and are not being filed for purposes of Section 18 of the Exchange Act, and are not to be incorporated by reference into any filing of ours, whether made before or after the date hereof, regardless of any general incorporation language in such filing. 29 Item 6. [Reserved]
Years Ended December 31, Company/Market/Index 2019 2020 2021 2022 2023 2024 Crown Castle Inc. $ 100.00 $ 115.61 $ 156.16 $ 105.39 $ 94.54 $ 79.04 S&P 500 Market Index 100.00 118.40 152.39 124.79 157.59 197.02 FTSE NAREIT All Equity REITs Index 100.00 94.88 134.06 100.62 112.04 117.56 The performance graph above and related text are being furnished solely to accompany this 2024 Form 10-K pursuant to Item 201(e) of Regulation S-K, and are not being filed for purposes of Section 18 of the Exchange Act, and are not to be incorporated by reference into any filing of ours, whether made before or after the date hereof, regardless of any general incorporation language in such filing. 33 Item 6. [Reserved]
In addition, our ability to pay dividends is limited under certain circumstances by the terms of our debt instruments. 28 Performance Graph The following performance graph is a comparison of the five-year cumulative total stockholder return on our common stock against the cumulative total return of the S&P 500 Market Index and the FTSE NAREIT All Equity REITs Index for the period commencing December 31, 2018 and ending December 31, 2023.
MD&A—Liquidity and Capital Resources—Financing Activities—Common Stock" and notes 9 and 10 to our consolidated financial statements. 32 Performance Graph The following performance graph is a comparison of the five-year cumulative total stockholder return on our common stock against the cumulative total return of the S&P 500 Market Index and the FTSE NAREIT All Equity REITs Index for the period commencing December 31, 2019 and ending December 31, 2024.
Removed
Dividend Policy We operate as a REIT for U.S. federal income tax purposes.
Added
We are updating our capital allocation framework to focus more on free cash flow generation and financial flexibility, which we currently expect to result in a reduction to our dividend, beginning with our expected second quarter 2025 dividend. As we grow cash flows thereafter, we expect to increase our dividend per share.
Removed
MD&A—General Overview—Common Stock Dividend," "Item 7. MD&A—Liquidity and Capital Resources—Financing Activities—Common Stock" and notes 9 and 10 to our consolidated financial statements. Over time, we expect to increase our dividend per share as we grow cash flows.
Added
In addition, our ability to pay dividends is limited under certain circumstances by the terms of our debt instruments. See also "Item 1. Business—Overview," "Item 1. Business—REIT Status," "Item 1A. Risk Factors," "Item 7. MD&A—General Overview—Common Stock Dividend," "Item 7.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

10 edited+58 added−1 removed2 unchanged
Biggest changeBusiness—Strategy" ) ◦ During 2023, we paid common stock dividends totaling approximately $2.7 billion. • Investing capital efficiently to grow long-term dividends per share ◦ We had discretionary capital expenditures of $1.3 billion for the year ended December 31, 2023, predominately resulting from the construction of new communications infrastructure and improvements to existing communications infrastructure in order to support additional tenants. ◦ We expect to continue to construct and acquire new communications infrastructure based on our tenants' needs and generate attractive long-term returns by adding additional tenants over time. • Site rental revenues under long-term tenant contracts ◦ Our wireless tenant contracts have initial terms generally between five to 15 years with contractual escalators and multiple renewal periods generally between five to ten years each, exercisable at the option of the tenant. ◦ Our fiber solutions tenant contracts' initial terms generally vary between one to 20 years. ◦ As of December 31, 2023, our weighted-average remaining term was approximately six years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $39 billion of expected future cash inflows. • Majority of our revenues from large wireless carriers ◦ For the year ended December 31, 2023, approximately three-fourths of our site rental revenues were derived from T-Mobile, AT&T and Verizon Wireless.
Biggest changeBusiness—Strategy" ) ◦ During 2024, we paid common stock dividends totaling approximately $2.7 billion. • Investing capital efficiently to grow long-term dividends per share ◦ We had discretionary capital expenditures of $1.1 billion for the year ended December 31, 2024, predominately resulting from the construction of new communications infrastructure and improvements to existing communications infrastructure in order to support additional tenants. ◦ We expect to continue to construct and acquire new communications infrastructure based on our tenants' needs and generate attractive long-term returns by adding additional tenants over time.
Business—REIT Status" and notes 2 and 9 to our consolidated financial statements) • Potential growth resulting from the increasing demand for data ◦ We expect existing and potential new tenant demand for our communications infrastructure will result from (1) new technologies, (2) increased usage of mobile entertainment, mobile internet, and machine-to-machine applications, (3) adoption of other emerging and embedded wireless devices (including smartphones, laptops, tablets, wearables and other devices), (4) increasing smartphone penetration, (5) wireless carrier focus on expanding both network quality and capacity, including the use of both towers and small cells, (6) the adoption of other bandwidth-intensive applications (such as cloud services and video communications), (7) the availability of additional spectrum and (8) increased government initiatives to support connectivity throughout the U.S. ◦ We expect U.S. wireless carriers will continue to focus on improving network quality and expanding capacity (including through 5G initiatives) by utilizing a combination of towers and small cells.
Business—REIT Status" and notes 2 and 9 to our consolidated financial statements) • Potential growth resulting from the increasing demand for data ◦ We expect existing and potential new tenant demand for our communications infrastructure will result from (1) new technologies, (2) increased usage of mobile entertainment, mobile internet, and machine-to-machine applications, (3) adoption of other emerging and embedded wireless devices (including smartphones, laptops, tablets, wearables and other devices), (4) increasing smartphone penetration, (5) wireless carrier focus on expanding both network quality and capacity, including the use of both towers and small cells, (6) the adoption of other bandwidth-intensive applications (such as cloud services, artificial intelligence and video communications), (7) the availability of additional spectrum and (8) increased government initiatives to support connectivity throughout the U.S. ◦ We expect U.S. wireless carriers will continue to focus on improving network quality and expanding capacity (including through 5G initiatives) by utilizing a combination of towers and small cells.
The aforementioned percentages include towers located on land that is owned, including through fee interests and perpetual easements, which represented approximately 40% of our towers site rental gross margin. • Majority of our fiber assets are located in major metropolitan areas and are on public rights-of-way • Minimal sustaining capital expenditure requirements ◦ For the year ended December 31, 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 7 to our consolidated financial statements and "Item 7A.
The aforementioned percentages include towers located on land that is owned, including through fee interests and perpetual easements, which represented approximately 40% of our towers site rental gross margin. • Majority of our fiber assets are located in major metropolitan areas and are on public rights-of-way • Minimal sustaining capital expenditure requirements ◦ For the year ended December 31, 2024, sustaining capital expenditures represented approximately 1% of net revenues. • Debt portfolio with long-dated maturities extended over multiple years, with the vast majority of such debt having a fixed rate (see note 7 to our consolidated financial statements and "Item 7A.
Risk Factors" and note 14 to our consolidated financial statements for a further discussion of our largest customers. • Majority of land under our towers under long-term control 30 ◦ For the year ended December 31, 2023, approximately 90% of our towers site rental gross margin and approximately 80% of our towers site rental gross margin was derived from towers located on land that we own or control for greater than 10 and 20 years, respectively.
Risk Factors" and note 14 to our consolidated financial statements for a further discussion of our largest customers. • Majority of land under our towers under long-term control ◦ For the year ended December 31, 2024, approximately 90% of our towers site rental gross margin and approximately 80% of our towers site rental gross margin was derived from towers located on land that we own or control for greater than 10 and 20 years, respectively.
See "Item 7. MD&A—Liquidity and Capital Resources—Debt Covenants" for a further discussion of our debt covenants. • During 2023, we refinanced and extended the maturities of certain of our debt (see note 7 to our consolidated financial statements and "Item 7.
See "Item 7. MD&A—Liquidity and Capital Resources—Debt Covenants" for a further discussion of our debt covenants. • During 2024, we refinanced and extended the maturities of certain of our debt (see note 7 to our consolidated financial statements and "Item 7.
Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt) ◦ As of December 31, 2023, our outstanding debt had a weighted average interest rate of 3.9% and weighted average maturity of approximately eight years (assuming anticipated repayment dates on certain debt). ◦ As of December 31, 2023, 92% of our debt has fixed rate coupons. ◦ Our debt service coverage and leverage ratios are within their respective financial maintenance covenants.
Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt) ◦ As of December 31, 2024, our outstanding debt had a weighted average interest rate of 3.9% and weighted average maturity of approximately eight years (assuming anticipated repayment dates on certain debt). ◦ As of December 31, 2024, 90% of our debt has fixed rate coupons. ◦ Our debt service coverage and leverage ratios are within their respective financial maintenance covenants.
Site rental revenues represented 94% of our 2023 consolidated net revenues. The vast majority of our site rental revenues is of a recurring nature and has been contracted for in prior years. Highlights of Business Fundamentals and Results • We operate as a REIT for U.S. federal income tax purposes (see "Item 1.
Highlights of Business Fundamentals and Results • Site rental revenues represented 97% of our 2024 consolidated net revenues. The vast majority of our site rental revenues is of a recurring nature and has been contracted for in prior years. • We operate as a REIT for U.S. federal income tax purposes (see "Item 1.
Additionally, $59 million in accelerated amortization of prepaid rent from the remaining deferred revenues was recognized for the year ended December 31, 2023. • Restructuring Plan ◦ In July 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.
Additionally, $59 million in accelerated amortization of prepaid rent from the remaining deferred revenues was recognized for the year ended December 31, 2023 that did not recur for the year ended December 31, 2024. • Restructuring Plan ◦ In July 2023, we initiated the 2023 Restructuring Plan as part of our efforts to reduce costs to better align our operational needs with lower tower activity.
MD&A—Liquidity and Capital Resources—Financing Activities" for further discussion of our debt transactions) • Significant cash flows from operations ◦ Net cash provided by operating activities was $3.1 billion for the year ended December 31, 2023, ◦ In addition to the positive impact of contractual escalators, we expect to grow our core business of providing access to our communications infrastructure as a result of future anticipated additional demand for our communications infrastructure. • Full year 2023 results included certain impacts from the small cell and fiber solutions lease cancellations ("Sprint Cancellations") related to the previously disclosed T-Mobile and Sprint network consolidation.
MD&A—Liquidity and Capital Resources—Financing Activities" for further discussion of our debt transactions) • Significant cash flows from operations ◦ Net cash provided by operating activities was $2.9 billion for the year ended December 31, 2024. ◦ In addition to the positive impact of contractual escalators, we expect to grow our core business of providing access to our communications infrastructure as a result of future anticipated additional demand for our communications infrastructure. • When compared to full year 2023, full year 2024 results were impacted by a reduction of the small cell and fiber solutions lease cancellations ("Sprint Cancellations") related to the previously disclosed T-Mobile and Sprint network consolidation.
For 2023, these Sprint Cancellations resulted in $21 million of non-renewals that were offset by cash payments of $170 million to satisfy the remaining rental obligations.
For full year 2024, there was a reduction in cash payments related to Sprint Cancellations of $165 million to satisfy the remaining rental obligations.
Removed
The Plan includes reducing the total employee headcount by approximately 15%, discontinuing installation services as a Towers product offering while continuing to offer site development services on our towers, and consolidating office space. See note 16 to our consolidated financial statements and "
Added
On March 13, 2025, management signed the Strategic Fiber Agreement to sell our Fiber Business, with Zayo acquiring the fiber solutions business and EQT acquiring the small cell business. Under the Strategic Fiber Agreement, we will receive $8.5 billion in aggregate, subject to certain closing adjustments.
Added
The Strategic Fiber Transaction is expected to close in the first half of 2026, subject to certain closing conditions and regulatory approvals. See "Item 1. Business—Overview" for further discussion of the pending sale of the Fiber Business.
Added
The Fiber Business did not meet the criteria for assets held for sale as of December 31, 2024, and therefore remains presented as a component of continuing operations. As a result, this document, unless otherwise noted, does not contemplate the planned sale of the Fiber Business.
Added
See note 16 to our consolidated financial statements for a discussion of the 2024 Restructuring Plan, which resulted in, among other things, an 34 increase in return thresholds on new growth opportunities in the Fiber segment and a reduction in Fiber segment capital expenditures for the year ended December 31, 2024. • Site rental revenues under long-term tenant contracts ◦ Our wireless tenant contracts have initial terms generally between five to 15 years with contractual escalators and multiple renewal periods generally between five to 10 years each, exercisable at the option of the tenant. ◦ Our fiber solutions tenant contracts' initial terms generally vary between one to 20 years. ◦ As of December 31, 2024, our weighted-average remaining term was approximately six years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $35.9 billion of expected future cash inflows. • Majority of our revenues from large wireless carriers ◦ For the year ended December 31, 2024, approximately three-fourths of our site rental revenues were derived from T-Mobile, AT&T and Verizon Wireless.
Added
See note 16 to our consolidated financial statements and " Item 2.
Added
MD&A—Results of Operations " for further discussion of the 2023 Restructuring Plan. ◦ In June 2024, we initiated the 2024 Restructuring Plan as part of our efforts to drive operational efficiencies, enhance returns by increasing return thresholds on new growth opportunities and reduce operating costs and capital expenditures, with a primary focus on our Fiber segment.
Added
See note 16 to our consolidated financial statements and " Item 2.
Added
MD&A—Results of Operations " for further discussion of the 2024 Restructuring Plan. • In December 2023, we announced a strategic and operating review of our Fiber business, and in the second quarter of 2024, we concluded our operating review and implemented changes to our operating plans and strategy based on the findings.
Added
Additionally, in March 2025, we concluded the strategic review following the announcement of the Strategic Fiber Transaction, as discussed above. See note 16 to our consolidated financial statements and " Item 2. 35 MD&A—Results of Operations " for further discussion of the 2024 Restructuring Plan and " Item 1.
Added
Business—Overview" for further discussion of the pending sale of the Fiber Business. ◦ As part of the announced plans to enhance returns in the Fiber segment, during the fourth quarter of 2024 we completed discussions with certain of our tenants regarding approximately 7,000 previously-identified greenfield small cell nodes in our contracted backlog that we mutually agreed to cancel.
Added
We wrote off property and equipment deemed to have no alternative future use, and as a result, recognized approximately $106 million as "Asset write-down charges" on our consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2024. • Goodwill Impairment ◦ Management performed its annual goodwill impairment test in the fourth quarter of 2024.
Added
The quantitative impairment test indicated that the carrying amount of our Fiber reporting unit exceeded its estimated fair value. As such, management recorded a goodwill impairment charge of $5.0 billion for the year ended December 31, 2024, resulting in no goodwill remaining for the Fiber reporting unit. See "Item 7.
Added
MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" and note 5 to our consolidated financial statements. Common Stock Dividend During each of the quarters in the year ended 2024, we paid a common stock dividend of $1.565 per share, totaling approximately $2.7 billion.
Added
We are updating our capital allocation framework to focus more on free cash flow generation and financial flexibility, which we currently expect to result in a reduction to our dividend, beginning with our expected second quarter 2025 dividend. As we grow cash flows thereafter, we expect to increase our dividend per share.
Added
Whether dividends are to be declared and the amount and timing thereof remain subject to the discretion of our board of directors. See notes 10 and 17 to our consolidated financial statements.
Added
Outlook Highlights The following are certain highlights of our outlook that impact our business fundamentals described above. • Beginning in the first quarter 2025, the Fiber Business will be presented as a discontinued operation, and its net assets will be classified as held for sale and comparable prior periods will be recast to reflect this change.
Added
Upon classification as held for sale in the first quarter of 2025, we expect to recognize a loss of between $700 and $800 million, inclusive of estimated transaction fees. • We expect a year over year reduction in site rental revenues in our Towers segment related to (1) higher Towers non-renewals in 2025, which are expected to reduce site rental revenues by approximately $200 million as a result of the T-Mobile US, Inc. and Sprint network consolidation and (2) a decline in long-term deferred revenue amortization. • As part of the aforementioned 2024 Restructuring Plan: ◦ We expect to realize approximately $100 million annualized run-rate labor and facilities cost savings, of which approximately $65 million was realized in 2024.
Added
The remaining savings of approximately $35 million are expected to be realized in 2025, with $30 million expected in selling, general and administrative and $5 million in site rental costs of operations. See "Item 1A.
Added
Risk Factors" for a discussion of risks related to our restructuring activities. • Notwithstanding the plan to sell our Fiber Business, we expect to continue to invest a significant amount of our available capital in the form of discretionary capital expenditures until the closing of the Strategic Fiber Transaction. • We also expect sustaining capital expenditures of approximately 1-2% of net revenues, including with respect to the Fiber Business, for full year 2025, relatively consistent with historical annual levels. 36 Results of Operations The following discussion of our results of operations for 2024 compared to 2023 should be read in conjunction with "Item 1.
Added
Business," "Item 7. MD&A—Liquidity and Capital Resources" and our consolidated financial statements. For a discussion of our results of operations and financial condition for 2023 compared to 2022 that is not included in this 2024 Form 10-K, see "Part II, Item 7.
Added
Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 23, 2024.
Added
The following discussion of our results of operations is based on our consolidated financial statements prepared in accordance with GAAP, which requires us to make estimates and judgments that affect the reported amounts (see "Item 7. MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" and note 2 to our consolidated financial statements). See "Item 7.
Added
MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures" for a discussion of our use of (1) segment operating profit (loss), including its definition, (2) Segment Adjusted Site Rental Gross Margin and (3) Segment Adjusted Services and Other Gross Margin, including their respective definitions and reconciliations to segment operating profit (loss) and (4) Adjusted EBITDA, including its definition and a reconciliation to net income (loss).
Added
Our operating segments consist of (1) Towers and (2) Fiber. See note 14 to our consolidated financial statements for further discussion of our operating segments.
Added
Highlights of our results of operations for 2024, 2023 and 2022 are depicted below: Years Ended December 31, Percent Change (In millions of dollars) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Site rental revenues: Towers site rental revenues $ 4,266 $ 4,313 $ 4,322 (1) % — % Fiber site rental revenues 2,092 2,219 1,967 (6) % 13 % Total site rental revenues 6,358 6,532 6,289 (3) % 4 % Adjusted Site Rental Gross Margin (a) : Towers Adjusted Site Rental Gross Margin 3,307 3,370 3,404 (2) % (1) % Fiber Adjusted Site Rental Gross Margin 1,358 1,533 1,317 (11) % 16 % Adjusted Services and Other Gross Margin (a) : Towers Adjusted Services and Other Gross Margin 91 127 238 (28) % (47) % Fiber Adjusted Services and Other Gross Margin 6 16 3 (63) % 433 % Segment operating profit (loss) (b) : Towers operating profit (loss) 3,322 3,393 3,527 (2) % (4) % Fiber operating profit (loss) 1,188 1,355 1,130 (12) % 20 % Net income (loss) (3,903) 1,502 1,675 (360) % (10) % Adjusted EBITDA (c) 4,161 4,415 4,340 (6) % 2 % (a) See reconciliations of these non-GAAP financial measures to segment operating profit (loss) and definitions included in "Item 7.
Added
MD&A—Accounting and Reporting Matters—Non-GAAP. (b) See "Item 7. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures" and note 14 to our consolidated financial statements for our definition of segment operating profit. (c) See reconciliation of this non-GAAP financial measure to net income (loss) and definition included in "Item 7.
Added
MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures." 37 2024 and 2023 Total site rental revenues for 2024 decreased by $174 million, or 3%, from 2023.
Added
This decrease was predominately comprised of the factors depicted in the chart below: (In millions of dollars) (a) Represents site rental revenues growth from tenant additions across our entire portfolio and renewals or extensions of tenant contracts, exclusive of the impacts from both straight-line accounting and amortization of prepaid rent in accordance with GAAP and change in payments for Sprint Cancellations.
Added
(b) Includes $9 million of non-renewals associated with Sprint Cancellations. (c) Represents $170 million of payments associated with Sprint Cancellations received in 2023 and not recurring in 2024, which were partially offset by approximately $5 million of payments associated with Sprint Cancellations received in 2024.
Added
(d) Prepaid rent amortization includes amortization of upfront payments received from long-term tenants and other deferred credits. Prepaid rent amortization includes $59 million of accelerated prepaid rent amortization associated with the Sprint Cancellations that was recognized in 2023 that did not recur in 2024.
Added
Towers site rental revenues and Towers Adjusted Site Rental Gross Margin for 2024 were $4.3 billion and $3.3 billion, respectively, compared to $4.3 billion and $3.4 billion, respectively, from 2023.
Added
The decrease of $47 million and $63 million in Towers site rental revenue and Towers Adjusted Site Rental Gross Margin, respectively, was primarily due to a decrease in prepaid rent amortization, as new leasing activity and contractual cash escalators were substantially offset by a decline in the associated straight-line accounting adjustment.
Added
Fiber site rental revenues and Fiber Adjusted Site Rental Gross Margin for 2024 were $2.1 billion and $1.4 billion, respectively, and decreased by $127 million and $175 million, respectively, from 2023.
Added
Both Fiber site rental revenues and Fiber Adjusted Site Rental Gross Margin were predominately impacted by a $165 million reduction in site rental revenues and an absence of $59 million of accelerated prepaid rent amortization, both related to Sprint Cancellations, which were partially offset by increased demand for small cells and fiber solutions.
Added
Towers Adjusted Services and Other Gross Margin was $91 million for 2024 and decreased by $36 million from $127 million from 2023, which is a reflection of (1) the lower volume of activity from carriers' network enhancements, (2) the volume and mix of services and other work and (3) the discontinuation of installation services as a Towers product offering.
Added
Our services and other offerings are of a variable nature as these revenues are not under long-term tenant contracts. See note 16 to our consolidated financial statements for a discussion of the 2023 Restructuring Plan, which included discontinuing installation services as a Towers product offering.
Added
Fiber Adjusted Services and Other Gross Margin was $6 million for 2024 and decreased by $10 million from $16 million from 2023 primarily as a result of the absence of payments received for site abandonment fees associated with the Sprint Cancellations that were received during 2023. 38 Selling, general and administrative expenses for 2024 were $706 million and decreased by $53 million, or 7%, from $759 million from 2023.
Added
The decrease in selling, general and administrative expenses was primarily related to a decrease in employee- and facility-related costs as a result of our aforementioned restructuring activities, which was partially offset by an increase in advisory fees, mostly stemming from our recent proxy contest and the Fiber strategic review.
Added
Asset write-down charges for 2024 increased by $115 million, or 348% from 2023. The increase was primarily related to the $106 million charge due to the cancellation of approximately 7,000 greenfield small cell nodes in our contracted backlog, as was mutually agreed upon with certain of our tenants. See "Item 7. MD&A—General Overview" for additional information.
Added
Towers operating profit (loss) for 2024 decreased by $71 million, or 2%, from 2023.
Added
The decrease in Towers operating profit (loss) was primarily related to the previously-mentioned decreases in both Towers Adjusted Site Rental Gross Margin and Towers Adjusted Services and Other Gross Margin, which were partially offset by a decrease in Towers selling, general and administrative expenses as a result of the 2023 Restructuring Plan.
Added
Fiber operating profit (loss) for 2024 decreased by $167 million, or 12%, from 2023.
Added
The decrease in Fiber operating profit (loss) was primarily related to the previously-mentioned decreases in both Fiber Adjusted Site Rental Gross Margin and Fiber Adjusted Services and Other Gross Margin, which were partially offset by a decrease in Fiber selling, general and administrative expenses following the 2024 Restructuring Plan.
Added
Depreciation, amortization and accretion was approximately $1.7 billion for 2024 and decreased by $16 million, or 1%, from 2023. This decrease predominately resulted from certain site rental contracts and tenant relationships intangible assets becoming fully amortized.
Added
Restructuring charges in connection with the Restructuring Plans for 2024 were $109 million and increased by $24 million, or 28%, from $85 million in 2023. This increase primarily resulted from an increase in office closure or consolidation costs in connection with the 2024 Restructuring Plan, when compared to the 2023 Restructuring Plan.
Added
This increase was partially offset by lower employee headcount reduction charges in connection with the 2024 Restructuring Plan, when compared to the 2023 Restructuring Plan. See note 16 to our consolidated financial statements for further discussion of our Restructuring Plans. Goodwill impairment charges of $5.0 billion were recorded for our Fiber reporting unit for 2024. See "Item 7.
Added
MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" and note 5 to our consolidated financial statements. Interest expense and amortization of deferred financing costs, net was $932 million for 2024 and increased by $82 million, or 10%, from $850 million during 2023.
Added
The increase predominately resulted from an increase in our outstanding indebtedness due to the financing of our discretionary capital expenditures. See note 7 to our consolidated financial statements, "Item 1A. Risk Factors" and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt and interest rate exposure.
Added
The provisions for income taxes for 2024 and 2023 were $24 million and $26 million, respectively. For both 2024 and 2023, the effective tax rate differs from the federal statutory rate predominately due to our REIT status, including the dividends paid deduction. See "Item 1. Business—REIT Status," "Item 7.
Added
MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" and note 9 to our consolidated financial statements. Net income (loss) was $(3.9) billion during 2024 compared to $1.5 billion during 2023.
Added
The decrease was related to the previously-mentioned decreases in Towers and Fiber operating profits, the previously-mentioned increases in goodwill impairment charges, asset write-down charges and interest expense and amortization of deferred financing costs, net, while being partially offset by a decrease in selling, general and administrative expenses.
Added
Adjusted EBITDA decreased by $254 million, or 6%, from 2023 to 2024, reflecting the previously mentioned decreases in Towers and Fiber operating profits. 39 Liquidity and Capital Resources Overview General. Our core business generates revenues under long-term tenant contracts (see "Item 1. Business—Overview" and "Item 7.
Added
MD&A—General Overview—Overview" ) from (1) the largest U.S. wireless carriers and (2) other towers and fiber solutions tenants.
Added
As a leading provider of shared communications infrastructure in the U.S., our strategy is to create long-term stockholder value via a combination of (1) growing cash flows generated from our portfolio of communications infrastructure, (2) returning a meaningful portion of our cash generated by operating activities to our stockholders in the form of dividends, and (3) investing capital efficiently to grow cash flows and long-term dividends per share.
Added
Our strategy is based, in part, on our belief that the U.S. is the most attractive market for shared communications infrastructure investment with the greatest long-term growth potential. We measure our efforts to create "long-term stockholder value" by the combined payment of dividends to stockholders and growth in our per share results. See "Item 1.
Added
Business—Strategy" for a further discussion of our strategy. We have engaged, and expect to continue to engage, in discretionary investments that we believe will maximize long-term stockholder value.
Added
Our historical discretionary investments include (in no particular order): constructing communications infrastructure, acquiring communications infrastructure, acquiring land interests (which primarily relate to land assets under towers), improving and structurally enhancing our existing communications infrastructure, purchasing shares of our common stock, and purchasing, repaying, or redeeming our debt.
Added
We have recently spent, and expect to continue to spend, a significant percentage of our discretionary investments on the construction of small cells and fiber through the closing of the sale of the Fiber Business. See " Item 1. Business—Overview " for further detail. See note 16 to our consolidated financial statements and "

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+178 added−73 removed0 unchanged
Biggest changeAs of February 20, 2024, we had $750 million of gross sales of common stock remaining under our 2021 ATM Program. From time to time, we may refresh or implement a new "at-the-market" stock offering program. See note 10 to our consolidated financial statements. As of February 20, 2024, we had approximately 434 million shares of common stock outstanding.
Biggest changeSee also note 10 to our consolidated financial statements. As of March 12, 2025, we had $750 million of gross sales of common stock availability remaining on our 2024 ATM Program. Credit Facility. See note 7 to our consolidated financial statements for further information regarding our 2016 Credit Facility.
We maintain an "at-the-market" stock offering program ("2021 ATM Program") through which we may, from time to time, issue and sell shares of our common stock having an aggregate gross sales price of up to $750 million to or through sales agents.
In March 2024, we established the 2024 ATM Program through which we may issue and sell shares of our common stock having an aggregate gross sales price of up to $750 million.
As a REIT, we are generally entitled to a deduction for dividends that we pay and therefore are not subject to U.S. federal corporate income tax on our net taxable income that is currently distributed to our common stockholders.
We operate as a REIT for U.S. federal income tax purposes. Our REIT taxable income is generally not subject to federal and state income taxes as a result of the deduction for dividends paid and any usage of our remaining NOLs.
See notes 10 and 17 to our consolidated financial statements. We operate as a REIT for U.S. federal income tax purposes.
See notes 10 and 17 to our consolidated financial statements for further information regarding our common stock as well as dividends declared and paid. ATM Program.
Removed
Item 7A. Quantitative and Qualitative Disclosures about Market Risk" for a further discussion of our interest rate risk. Currently, we have debt instruments in place that limit, in certain circumstances, our ability to incur additional indebtedness, pay dividends, create liens, sell assets, or engage in certain mergers and acquisitions, among other things.
Added
Item 7a. Quantitative and Qualitative Disclosures About Market Risk " for further discussion. • We may also purchase shares of our common stock.
Removed
In addition, the credit agreement governing our senior unsecured credit facility ("2016 Credit Agreement"), which consists of our senior unsecured term loan A facility and senior unsecured revolving credit facility (collectively, "2016 Credit Facility"), contains financial maintenance covenants. Our ability to comply with these covenants or to satisfy our debt obligations will depend on our future operating performance.
Added
Additionally, amounts available under our CP Program may be repaid and re-issued from time to time and we intend to maintain available commitments under our 2016 Revolver in an amount at least equal to the amount of Commercial Paper Notes outstanding.
Removed
If we violate the restrictions in our debt instruments or fail to comply with our financial maintenance covenants, we will be in default under those instruments, which in some cases would cause the maturity of a substantial portion of our long-term indebtedness to be accelerated.
Added
During the next 12 months, while our liquidity uses are expected to exceed our cash generated by operating activities, we expect that our liquidity sources described above should be sufficient to cover our expected uses. Historically, from time to time, we have accessed the capital markets to issue debt and equity. • See "Item 7A.
Removed
Furthermore, if the limits on our ability to pay dividends prevent us from satisfying our REIT distribution requirements, we could fail to remain qualified for taxation as a REIT.
Added
Quantitative and Qualitative Disclosures About Market Risk" for a discussion of interest rate risk and note 7 to our consolidated financial statements for a tabular presentation of our debt maturities and a discussion of anticipated repayment dates.
Removed
If these limits do not jeopardize our qualification for taxation as a REIT but nevertheless prevent us from distributing 100% of our REIT taxable income, we will be subject to federal and state corporate income taxes, and potentially a nondeductible excise tax, on our undistributed taxable income.
Added
Summary Cash Flows Information Years Ended December 31, (In millions of dollars) 2024 2023 2022 Operating activities $ 2,943 $ 3,126 $ 2,878 Investing activities (1,220) (1,519) (1,352) Financing activities (1,708) (1,654) (1,665) Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents 15 (47) (139) Effect of exchange rate changes on cash (1) 1 — Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents $ 14 $ (46) $ (139) Operating Activities The decrease in net cash provided by operating activities of $183 million for 2024 from 2023 was due primarily to the aforementioned decrease in Towers operating profit and the reduction in Fiber site rental revenues related to the absence of Sprint Cancellation payments, which was partially offset by a net increase from changes in working capital.
Removed
If our operating subsidiaries were to default on their debt, the trustee could seek to foreclose the collateral securing such debt, in which case we could lose the communications infrastructure and the associated revenues. See "Item 7. MD&A—Liquidity and Capital Resources—Debt Covenants" for a further discussion of our debt covenants.
Added
Changes in working capital contribute to variability in net cash provided by operating activities, largely due to the timing of advanced payments by us and advanced receipts from tenants. We expect to grow our net cash provided by operating activities in the future (exclusive of changes in working capital) if we realize expected growth in our core business.
Removed
CCI is a holding company that conducts all of its operations through its subsidiaries. Accordingly, CCI's sources of cash to pay interest or principal on its outstanding indebtedness are distributions relating to its respective ownership interests in its subsidiaries from the net earnings and cash flows generated by such subsidiaries or from proceeds of debt or equity offerings.
Added
Investing Activities Net cash used for investing activities for 2024 decreased by $299 million from 2023 primarily as a result of a decrease in discretionary capital expenditures in both our Towers and Fiber segments and a decrease in payments for acquisitions in our Towers segment.
Removed
Earnings and cash flows generated by CCI's subsidiaries are first applied by such subsidiaries to conduct their operations, including servicing their respective debt obligations, after which any excess cash flows generally may be paid to CCI, in the absence of any special conditions, such as a continuing event of default.
Added
Our capital expenditures are categorized as discretionary or sustaining as described below. • Discretionary capital expenditures are made with respect to activities which we believe exhibit sufficient potential to enhance long-term stockholder value.
Removed
However, CCI's subsidiaries are legally distinct from the holding company and, unless they guarantee such debt, have no obligation to pay amounts due on their debt or to make funds available to us for such payment. 21 We have a substantial amount of indebtedness.
Added
They primarily consist of expansion or development of communications infrastructure (including capital expenditures related to (1) enhancing communications infrastructure in order to add new tenants for the first time or support subsequent tenant equipment augmentations or (2) modifying the structure of a communications infrastructure asset to accommodate additional tenants) and construction of new communications infrastructure.
Removed
In the event we do not repay or refinance such indebtedness, we could face substantial liquidity issues and might be required to issue equity securities or securities convertible into equity securities, or sell some of our assets, possibly on unfavorable terms, to meet our debt payment obligations.
Added
Discretionary capital expenditures also include purchases of land interests (which primarily relate to land assets under towers as we seek to manage our interests in the land beneath our towers), certain technology-related investments necessary to support and scale future customer demand for our communications infrastructure, and other capital projects.
Removed
We have a substantial amount of indebtedness, which, upon final maturity, we will need to refinance or repay. See "Item 7. MD&A—Liquidity and Capital Resources" for a tabular presentation of our contractual debt maturities.
Added
The expansion or development of existing communications infrastructure to accommodate new leasing typically varies based on, among other factors: (1) the type of communications infrastructure, (2) the scope, volume, and mix of work performed on the communications infrastructure, (3) existing capacity prior to installation, or (4) changes in structural engineering regulations and standards.
Removed
There can be no assurances we will be able to refinance our indebtedness (1) on commercially reasonable terms, (2) on terms, including with respect to interest rates, as favorable as our current debt, or (3) at all.
Added
Currently, construction of new communications infrastructure is predominately comprised of the construction of small cells and fiber (including certain construction projects that may take 18 to 36 months to complete).
Removed
As of February 20, 2024, approximately 51% of our fixed rate debt, with a weighted average interest rate of 3.6%, is scheduled to mature over the next five years.
Added
Our decisions regarding discretionary capital expenditures are influenced by the availability and cost of capital and expected returns on alternative uses of cash, such as payments of dividends and investments. 41 • Sustaining capital expenditures consist of those capital expenditures not otherwise categorized as discretionary capital expenditures, such as (1) maintenance capital expenditures on our communications infrastructure assets that enable our tenants' ongoing quiet enjoyment of the communications infrastructure and (2) ordinary corporate capital expenditures.
Removed
If interest rates remain elevated or continue to increase, we may have to (1) refinance our maturing fixed rate debt at interest rates that exceed the current interest rates on such debt or (2) use our variable interest rate debt to repay such fixed rate debt, thereby increasing our exposure to interest rate fluctuations.
Added
A summary of our capital expenditures for the last three years is as follows: For the Years Ended December 31, 2024 December 31, 2023 December 31, 2022 (In millions of dollars) Towers Fiber Other Total Towers Fiber Other Total Towers Fiber Other Total Discretionary: Communications infrastructure improvements and other capital projects (a) $ 65 $ 992 $ 20 $ 1,077 $ 122 $ 1,131 $ 24 $ 1,277 $ 121 $ 1,017 $ 24 $ 1,162 Purchases of land interests 58 — — 58 64 — — 64 53 — — 53 Sustaining 10 53 24 87 8 44 31 83 11 41 43 95 Total $ 133 $ 1,045 $ 44 $ 1,222 $ 194 $ 1,175 $ 55 $ 1,424 $ 185 $ 1,058 $ 67 $ 1,310 (a) Towers segment includes $12 million, $32 million and $48 million of capital expenditures incurred during the years ended December 31, 2024, 2023 and 2022, respectively, in connection with tenant installations and upgrades on our towers.
Removed
Economic conditions and the credit markets have historically experienced, and may continue to experience, periods of volatility, uncertainty, or weakness that could impact (1) the availability or cost of debt financing, including any refinancing of the obligations described above, (2) our ability to draw the full amount of our $7.0 billion senior unsecured revolving credit facility under our 2016 Credit Facility ("2016 Revolver"), that, as of February 20, 2024, had $7.0 billion of undrawn availability, or (3) our ability to issue the full amount of the $2.0 billion commercial paper notes ("Commercial Paper Notes") under our unsecured commercial paper program ("CP Program"), that, as of February 20, 2024, had $578 million outstanding.
Added
The reduction in discretionary capital expenditures for the Fiber segment was primarily related to the higher return thresholds on new growth opportunities in the Fiber segment as a result of the Fiber operating review completed in the second quarter of 2024, while the reduction in discretionary capital expenditures for the Towers segment was primarily impacted by the discontinuation of installation services as a Towers product offering and the timing of Towers tenant activity during full year 2024 compared to full year 2023.
Removed
If we are unable to repay or refinance our debt, we cannot guarantee that we will be able to generate enough cash flows from operations or that we will be able to obtain enough capital to service our debt, fund our planned capital expenditures or pay future dividends.
Added
See "Item 7. MD&A—General Overview—Outlook Highlights" for a discussion of our expectations surrounding 2025 capital expenditures.
Removed
In such an event, we could face substantial liquidity issues and might be required to issue equity securities or securities convertible into equity securities, or sell some of our assets, possibly on unfavorable terms, to meet our debt payment obligations. Failure to repay or refinance indebtedness when required could result in a default under such indebtedness.
Added
Financing Activities We seek to allocate cash generated by our operations in a manner that will enhance long-term stockholder value, which may include various financing activities such as (in no particular order): (1) paying dividends on our common stock, subject to declaration by our board of directors, (2) purchasing our common stock or (3) purchasing, repaying, or redeeming our debt.
Removed
If we incur additional indebtedness, any such indebtedness could exacerbate the risks described above. Sales or issuances of a substantial number of shares of our common stock or securities convertible into shares of our common stock may adversely affect the market price of our common stock.
Added
See "Item 7. MD&A—General Overview—Common Stock Dividend," "Item 7. MD&A—Liquidity and Capital Resources—Overview" and notes 7, 10 and 17 to our consolidated financial statements.
Removed
Future sales or issuances of common stock or other equity related securities may adversely affect the market price of our common stock, including any shares of our common stock issued to finance capital expenditures, finance strategic initiatives or repay debt.
Added
In 2024, our financing activities predominately related to the following: • paying an aggregate of $2.7 billion in dividends on our common stock; • repaying in full the previously outstanding 3.200% senior unsecured notes on the contractual maturity date in September 2024; and • issuing $550 million aggregate principal amount of 4.900% senior unsecured notes and $700 million aggregate principal amount of 5.200% senior unsecured notes in August 2024, the net proceeds of which were used to repay a portion of the outstanding indebtedness under our CP Program and pay related fees and expenses.
Removed
Our business strategy contemplates access to external financing to fund certain discretionary investments, which may include issuances of common stock or other equity related securities.
Added
In 2023, our financing activities predominately related to the following: • paying an aggregate of $2.7 billion in dividends on our common stock; • issuing $1.5 billion aggregate principal amount of senior unsecured notes in December 2023, the net proceeds of which were used to repay a portion of the outstanding indebtedness under our CP Program and pay related fees and expenses; • repaying in full the previously outstanding 3.150% senior unsecured notes on the contractual maturity date in July 2023; • issuing $600 million aggregate principal amount of 4.800% senior unsecured notes and $750 million aggregate principal amount of 5.100% senior unsecured notes in April 2023, the net proceeds of which were used to repay a portion of the outstanding indebtedness under the 2016 Revolver and pay related fees and expenses; and • issuing $1.0 billion aggregate principal amount of senior unsecured notes in January 2023, the net proceeds of which were used to repay a portion of the outstanding indebtedness under the 2016 Revolver and pay related fees and expenses.
Removed
We have reserved an aggregate of approximately 15 million of common stock for issuance in connection with awards granted under our stock compensation plans. Further, a small number of common stockholders own a significant percentage of our outstanding common stock.
Added
Incurrence, Purchases and Repayments of Debt. See note 7 to our consolidated financial statements, "Item 7. MD&A—General Overview" and "Item 7. MD&A—Liquidity and Capital Resources—Overview—Liquidity Position" for further discussion of our recent issuances, purchases, redemptions and repayments of debt. 42 Common Stock.
Removed
If any one of these common stockholders, or any group of our common stockholders, sells a large quantity of shares of our common stock, or the public market perceives that existing common stockholders might sell a large quantity of shares of our common stock, the market price of our common stock may significantly decline.
Added
We previously maintained a 2021 ATM Program through which we had the right to issue and sell shares of our common stock having an aggregate gross sales price of up to $750 million to or through sales agents. In March 2024, we terminated the formerly outstanding 2021 ATM Program with the entire gross sales price of $750 million remaining unsold.
Removed
Certain provisions of our restated certificate of incorporation ("Charter"), amended and restated by-laws ("By-laws") and operative agreements, and domestic and international competition laws may make it more difficult for a third party to acquire control of us or for us to acquire control of a third party, even if such a change in control would be beneficial to our stockholders.
Added
Sales under the 2024 ATM Program, or any similar successor program, may be made by means of ordinary brokers' transactions on the New York Stock Exchange ("NYSE") or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or, subject to our specific instructions, at negotiated prices.
Removed
We have a number of anti-takeover devices in place that will hinder takeover attempts or may reduce the market value of our common stock.
Added
We intend to use the net proceeds from any sales under the 2024 ATM Program, or any similar successor program, for general corporate purposes, which may include (1) the funding of future acquisitions or investments or (2) the repayment or repurchase of any outstanding indebtedness. We have not sold any shares of common stock under the 2024 ATM Program.
Removed
Our anti-takeover provisions include: • the authority of the board of directors to issue preferred stock without approval of the holders of our common stock; • advance notice and other procedural requirements relating to director nominations or proposals submitted by stockholders for actions to be taken at annual meetings of stockholders; and • provisions that the state courts or, in certain circumstances, the federal courts, in Delaware shall be the sole and exclusive forum for certain actions involving us, our directors, officers, employees and stockholders, and, unless the 22 Company otherwise consents, that the federal courts shall be the sole and exclusive forum for resolution of claims arising under the Securities Act of 1933, as amended (“Securities Act”).
Added
As of March 12, 2025, we did not have an outstanding balance under our 2016 Revolver and maintained $7.0 billion in undrawn availability. The proceeds from our 2016 Revolver may be used for general corporate purposes, which may include the financing of capital expenditures, acquisitions, the repayment or repurchase of any outstanding indebtedness and purchases of our common stock.
Removed
Since the Securities Act provides that federal and state courts have concurrent jurisdiction over lawsuits brought pursuant to the Securities Act, there may be uncertainty as to whether a court would enforce such a provision.
Added
Commercial Paper Program. See note 7 to our consolidated financial statements for further information regarding our CP Program. As of March 12, 2025, there was $1.1 billion outstanding under our CP Program.
Removed
Stockholders will not be deemed to have waived compliance with the federal securities laws, and this provision does not apply to claims for which the federal courts have exclusive jurisdiction (such as under the Exchange Act).
Added
The proceeds from our Commercial Paper Notes may be used for general corporate purposes, which may include the financing of capital expenditures, acquisitions, the repayment or repurchase of any outstanding indebtedness and purchases of our common stock. Restricted Cash and Cash Equivalents .
Removed
Our By-laws permit special meetings of the stockholders to be called only upon the request of our CEO or the board of directors, and deny stockholders the ability to call such meetings.
Added
Pursuant to the indentures governing certain of our operating companies' debt securities, all rental cash receipts of the issuers of these debt instruments and their subsidiaries are restricted and held by an indenture trustee. The restricted cash and cash equivalents in excess of required reserve balances is subsequently released to us in accordance with the terms of the indentures.
Removed
Such provisions, as well as the provisions of Section 203 of the Delaware General Corporation Law, may impede a merger, consolidation, takeover, or other business combination or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.
Added
See also note 2 to our consolidated financial statements. 43 Material Cash Requirements The following table summarizes our material cash requirements as of December 31, 2024. These material cash requirements relate primarily to our outstanding borrowings or lease obligations for land interests under our towers.
Removed
In addition, domestic or international competition laws may prevent or discourage us from acquiring communications infrastructure in certain geographical areas or impede a merger, consolidation, takeover, or other business combination or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.
Added
The debt maturities reflect contractual maturity dates and do not consider the impact of the principal payments that will commence following the anticipated repayment dates of certain debt (see footnote (b)).
Removed
Risks Relating to Corporate Compliance If we fail to comply with laws or regulations which regulate our business and which may change at any time, we may be fined or even lose our right to conduct some of our business.
Added
(In millions of dollars) Years Ending December 31, Material Cash Requirements 2025 2026 2027 2028 2029 Thereafter Totals Debt and other long-term obligations (a) $ 1,951 $ 2,787 $ 3,258 $ 2,635 $ 2,478 $ 11,130 $ 24,239 Interest payments on debt and other long-term obligations (b)(c) 897 859 759 646 558 5,396 9,115 Lease obligations (d) 558 551 547 543 538 5,682 8,419 Total material cash requirements $ 3,406 $ 4,197 $ 4,564 $ 3,824 $ 3,574 $ 22,208 $ 41,773 (a) The impact of principal payments that will commence following the anticipated repayment dates of our Tower Revenue Notes, Series 2015-2 and 2018-2 (collectively, "Tower Revenue Notes") is not considered.
Removed
A variety of federal, state, local, and foreign laws and regulations apply to our business, including those discussed in "Item 1. Business." Failure to comply with applicable requirements may lead to civil or criminal penalties, require us to assume indemnification obligations or breach contractual provisions.
Added
The Tower Revenue Notes, Series 2015-2 and 2018-2 have principal amounts of $700 million and $750 million, with anticipated repayment dates in 2025 and 2028, respectively. See note 7 to our consolidated financial statements for our definition of and additional information regarding the Tower Revenue Notes.
Removed
We cannot guarantee that existing or future laws or regulations, including federal, state, local, or foreign tax laws, will not adversely affect our business (including our REIT status), increase delays or result in additional costs. We also may incur additional costs as a result of liabilities under applicable laws and regulations, such as those governing environmental and safety matters.
Added
(b) If the Tower Revenue Notes are not repaid in full by the applicable anticipated repayment dates, the applicable interest rate increases by approximately 5% per annum and monthly principal payments commence using the Excess Cash Flow (as defined in the indenture governing the applicable Tower Revenue Notes) of the issuers of the Tower Revenue Notes.
Removed
These factors may have a material adverse effect on us. Risks Relating to Our REIT Status Future dividend payments to our stockholders will reduce the availability of our cash on hand available to fund future discretionary investments, and may result in a need to incur indebtedness or issue equity securities to fund growth opportunities.
Added
The Tower Revenue Notes are presented based on their contractual maturity dates ranging from 2045 to 2048 and include the impact of an assumed 5% increase in interest rate that would occur following the anticipated repayment dates but exclude the impact of monthly principal payments that would commence using Excess Cash Flow of the issuers of the Tower Revenue Notes.
Removed
In such event, the then current economic, credit market or equity market conditions will impact the availability or cost of such financing, which may hinder our ability to grow our per share results of operations.
Added
The full year 2024 Excess Cash Flow of the issuers of the Tower Revenue Notes was approximately $1.0 billion. We currently expect to refinance these notes on or prior to the respective anticipated repayment dates. (c) Includes the unused commitment fees on our 2016 Credit Facility.
Removed
During each of the quarters in the year ended 2023, we paid a common stock dividend of $1.565 per share, totaling approximately $2.7 billion, which represents an increase of 4.7% from the common stock dividends paid in the aggregate in the year ended 2022.
Added
Interest payments on the variable rate debt are based on estimated rates currently in effect. See note 7 to our consolidated financial statements for information regarding potential upward or downward adjustments to the interest rate spread and unused commitment fee percentage on our 2016 Credit Facility if we achieve specified annual sustainability targets or fail to meet annual sustainability thresholds.
Removed
We currently expect our common stock dividends over the next 12 months to be a cumulative amount of at least $6.26 per share, or an aggregate amount of approximately $2.7 billion. Over time, we expect to increase our dividend per share as we grow cash flows. Any future dividends are subject to declaration by our board of directors.
Added
Each annual period presented assumes the downward adjustments in the interest rate spread and unused commitment fee percentage on our 2016 Credit Facility. See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a discussion of our interest rate risk.
Removed
To remain qualified and be taxed as a REIT, we will generally be required to annually distribute at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction, excluding net capital gain and after the utilization of any available NOLs) to our stockholders.
Added
(d) Amounts relate primarily to lease obligations for the land on which our towers are located and are based on the assumption that payments will be made for certain renewal periods exercisable at our option that are reasonably certain to be exercised and excludes our contingent payments for operating leases (such as payments based on revenues derived from the communications infrastructure located on the leased asset) as such arrangements are excluded from our operating lease liability.

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Other CCI 10-K year-over-year comparisons