Item 1. FINANCIAL STATEMENTS

CROWN CASTLE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(Amounts in millions, except par values)

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

See notes to condensed consolidated financial statements.

CROWN CASTLE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS) (Unaudited)

(Amounts in millions, except per share amounts)

									Three Months Ended March 31,
															2023						2022
Net revenues:
Site rental															$	1,624					$	1,576
Services and other															149						166
Net revenues															1,773						1,742
Operating expenses:
Costs of operations:(a)
Site rental															415						396
Services and other															104						113
Selling, general and administrative															195						181
Asset write-down charges															—						14
Depreciation, amortization and accretion															431						420
Total operating expenses															1,145						1,124
Operating income (loss)															628						618
Interest expense and amortization of deferred financing costs, net															(202)						(164)
Gains (losses) on retirement of long-term obligations															—						(26)
Interest income															2						—
Other income (expense)															(3)						(1)
Income (loss) before income taxes															425						427
Benefit (provision) for income taxes															(7)						(6)
Net income (loss)															418						421
Other comprehensive income (loss):
Foreign currency translation adjustments															(1)						1
Total other comprehensive income (loss)															(1)						1
Comprehensive income (loss)															$	417					$	422
Net income (loss), per common share:
Basic															$	0.97					$	0.97
Diluted															$	0.97					$	0.97
Weighted-average common shares outstanding:
Basic															433						433
Diluted															434						434

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

See notes to condensed consolidated financial statements.

CROWN CASTLE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(In millions of dollars)

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

See notes to condensed consolidated financial statements.

CROWN CASTLE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(Amounts in millions) (Unaudited)

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

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

See notes to condensed consolidated financial statements.

CROWN CASTLE INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited

(Tabular dollars in millions, except per share amounts)

**1.**General

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

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

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

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

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

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

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

Basis of Presentation

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

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

**2.**Summary of Significant Accounting Policies

Recently Adopted Accounting Pronouncements

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

Recent Accounting Pronouncements Not Yet Adopted

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

**3.**Revenues

Site Rental Revenues

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

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

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

Services and Other Revenues

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

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

Additional Information on Revenues

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

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

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

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

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

**4.**Debt and Other Obligations

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

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

			Original Issue Date						Final Maturity Date**(a)**						Balance as of March 31, 2023						Balance as of December 31, 2022						Stated Interest Rate as of March 31, 2023**(a)(b)**
Secured Notes, Series 2009-1, Class A-2			July 2009						Aug. 2029						$	45					$	47					9.0		%
Tower Revenue Notes, Series 2015-2			May 2015						May 2045			(c)			698						698						3.7		%
Tower Revenue Notes, Series 2018-2			July 2018						July 2048			(c)			745						745						4.2		%
Finance leases and other obligations			Various			(d)			Various			(d)			257						246						Various			(d)
Total secured debt															1,745						1,736
2016 Revolver			Jan. 2016						July 2027						1,434			(e)			1,305						5.9		%	(f)
2016 Term Loan A			Jan. 2016						July 2027						1,184						1,192						6.0		%	(f)
Commercial Paper Notes			Various			(g)			Various			(g)			717			(g)			1,241						5.6		%
3.150% Senior Notes			Jan. 2018						July 2023						749						749						3.2		%
3.200% Senior Notes			Aug. 2017						Sept. 2024						748						748						3.2		%
1.350% Senior Notes			June 2020						July 2025						497						497						1.4		%
4.450% Senior Notes			Feb. 2016						Feb. 2026						897						896						4.5		%
3.700% Senior Notes			May 2016						June 2026						747						747						3.7		%
1.050% Senior Notes			Feb. 2021						July 2026						993						992						1.1		%
4.000% Senior Notes			Feb. 2017						Mar. 2027						497						497						4.0		%
2.900% Senior Notes			Mar. 2022						Mar. 2027						743						742						2.9		%
3.650% Senior Notes			Aug. 2017						Sept. 2027						996						996						3.7		%
5.000% Senior Notes			Jan. 2023			(h)			Jan. 2028			(h)			990						—						5.0		%
3.800% Senior Notes			Jan. 2018						Feb. 2028						993						993						3.8		%
4.300% Senior Notes			Feb. 2019						Feb. 2029						595						594						4.3		%
3.100% Senior Notes			Aug. 2019						Nov. 2029						545						545						3.1		%
3.300% Senior Notes			Apr. 2020						July 2030						740						739						3.3		%
2.250% Senior Notes			June 2020						Jan. 2031						1,091						1,090						2.3		%
2.100% Senior Notes			Feb. 2021						Apr. 2031						989						989						2.1		%
2.500% Senior Notes			June 2021						July 2031						742						742						2.5		%
2.900% Senior Notes			Feb. 2021						Apr. 2041						1,234						1,233						2.9		%
4.750% Senior Notes			May 2017						May 2047						344						344						4.8		%
5.200% Senior Notes			Feb. 2019						Feb. 2049						396						396						5.2		%
4.000% Senior Notes			Aug. 2019						Nov. 2049						346						346						4.0		%
4.150% Senior Notes			Apr. 2020						July 2050						490						490						4.2		%
3.250% Senior Notes			June 2020						Jan. 2051						890						890						3.3		%
Total unsecured debt															20,587						19,993
Total debt and other obligations															22,332						21,729
Less: current maturities of debt and other obligations															819						819
Non-current portion of debt and other long-term obligations															$	21,513					$	20,910

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

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

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

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

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

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

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

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

Scheduled Principal Payments and Final Maturities

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

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

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

Purchases and Redemptions of Long-Term Debt

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

Interest Expense and Amortization of Deferred Financing Costs, Net

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

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

**5.**Fair Value Disclosures

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

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

**6.**Income Taxes

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

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

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

**7.**Per Share Information

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

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

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

**8.**Commitments and Contingencies

Durham Lawsuits

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

Other Matters

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

**9.**Equity

Declaration and Payment of Dividends

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

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

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

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

Purchases of the Company's Common Stock

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

2021 "At-the-Market" Stock Offering Program

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

**10.**Operating Segments

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

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

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

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

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

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

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

**11.**Supplemental Cash Flow Information

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

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

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

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

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

**12.**Subsequent Events

Common Stock Dividend

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

April 2023 Senior Notes Offering

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