filings.toolsItem 1. FINANCIAL STATEMENTS
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Item 1. FINANCIAL STATEMENTS
CROWN CASTLE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)
(Amounts in millions, except par values)
| June 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 1,042 | $ | 99 | |||||||
| Restricted cash and cash equivalents | 207 | 170 | |||||||||
| Receivables, net | 179 | 172 | |||||||||
| Prepaid expenses | 78 | 79 | |||||||||
| Current portion of deferred site rental receivables | 191 | 167 | |||||||||
| Other current assets | 19 | 23 | |||||||||
| Current assets of discontinued operations (note 3) | — | 434 | |||||||||
| Total current assets | 1,716 | 1,144 | |||||||||
| Deferred site rental receivables | 2,258 | 2,288 | |||||||||
| Property and equipment, net of accumulated depreciation of $11,068 and $10,841, respectively | 6,165 | 6,273 | |||||||||
| Operating lease right-of-use assets | 5,410 | 5,473 | |||||||||
| Goodwill | 5,127 | 5,127 | |||||||||
| Site rental contracts and tenant relationships, net | 746 | 834 | |||||||||
| Other intangible assets, net | 27 | 27 | |||||||||
| Other assets, net | 63 | 61 | |||||||||
| Non-current assets of discontinued operations (note 3) | — | 10,291 | |||||||||
| Total assets | $ | 21,512 | $ | 31,518 | |||||||
| LIABILITIES AND EQUITY (DEFICIT) | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 90 | $ | 71 | |||||||
| Accrued interest | 210 | 235 | |||||||||
| Deferred revenues | 259 | 192 | |||||||||
| Other accrued liabilities | 213 | 168 | |||||||||
| Current maturities of debt and other obligations | 2,260 | 2,783 | |||||||||
| Current portion of operating lease liabilities | 258 | 268 | |||||||||
| Current liabilities of discontinued operations (note 3) | — | 762 | |||||||||
| Total current liabilities | 3,290 | 4,479 | |||||||||
| Debt and other long-term obligations | 15,979 | 21,554 | |||||||||
| Operating lease liabilities | 4,907 | 4,961 | |||||||||
| Other long-term liabilities | 606 | 607 | |||||||||
| Non-current liabilities of discontinued operations (note 3) | — | 1,552 | |||||||||
| Total liabilities | 24,782 | 33,153 | |||||||||
| Commitments and contingencies (note 9) | |||||||||||
| Stockholders' equity (deficit): | |||||||||||
| Common stock, $0.01 par value; 1,200 shares authorized; June 30, 2026—437 shares issued and 426 outstanding, and December 31, 2025—435 shares issued and outstanding | 4 | 4 | |||||||||
| Additional paid-in capital | 18,570 | 18,527 | |||||||||
| Treasury stock, at cost; June 30, 2026—11 shares, and December 31, 2025—0 shares | (1,000) | — | |||||||||
| Accumulated other comprehensive income (loss) | (5) | (5) | |||||||||
| Dividends/distributions in excess of earnings | (20,839) | (20,161) | |||||||||
| Total equity (deficit) | (3,270) | (1,635) | |||||||||
| Total liabilities and equity (deficit) | $ | 21,512 | $ | 31,518 |
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 June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net revenues: | |||||||||||||||||||||||
| Site rental | $ | 967 | $ | 1,008 | $ | 1,928 | $ | 2,019 | |||||||||||||||
| Services and other | 41 | 52 | 90 | 102 | |||||||||||||||||||
| Net revenues | 1,008 | 1,060 | 2,018 | 2,121 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Costs of operations:(a) | |||||||||||||||||||||||
| Site rental | 249 | 251 | 489 | 491 | |||||||||||||||||||
| Services and other | 19 | 27 | 45 | 55 | |||||||||||||||||||
| Selling, general and administrative | 97 | 99 | 187 | 192 | |||||||||||||||||||
| Asset write-down charges | 2 | 2 | 5 | 4 | |||||||||||||||||||
| Depreciation, amortization and accretion | 171 | 175 | 343 | 352 | |||||||||||||||||||
| Restructuring charges | — | — | 14 | — | |||||||||||||||||||
| Total operating expenses | 538 | 554 | 1,083 | 1,094 | |||||||||||||||||||
| Operating income (loss) | 470 | 506 | 935 | 1,027 | |||||||||||||||||||
| Interest expense and amortization of deferred financing costs, net | (208) | (243) | (450) | (479) | |||||||||||||||||||
| Gains (losses) on retirement of long-term obligations | 24 | — | 24 | — | |||||||||||||||||||
| Interest income | 18 | 4 | 22 | 7 | |||||||||||||||||||
| Other income (expense) | (1) | 2 | (2) | 3 | |||||||||||||||||||
| Income (loss) from continuing operations before income taxes | 303 | 269 | 529 | 558 | |||||||||||||||||||
| Benefit (provision) for income taxes | (4) | (4) | (9) | (9) | |||||||||||||||||||
| Income (loss) from continuing operations | 299 | 265 | 520 | 549 | |||||||||||||||||||
| Discontinued operations (note 3): | |||||||||||||||||||||||
| Income (loss) from discontinued operations before gain (loss) from disposal, net of tax | 75 | 278 | 350 | 360 | |||||||||||||||||||
| Gain (loss) from disposal of discontinued operations | (280) | (252) | (625) | (1,082) | |||||||||||||||||||
| Income (loss) from discontinued operations, net of tax | (205) | 26 | (275) | (722) | |||||||||||||||||||
| Net income (loss) | 94 | 291 | 245 | (173) | |||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | |||||||||||||||||||
| Total other comprehensive income (loss) | — | — | — | — | |||||||||||||||||||
| Comprehensive income (loss) | $ | 94 | $ | 291 | $ | 245 | $ | (173) | |||||||||||||||
| Net income (loss), per common share: | |||||||||||||||||||||||
| Income (loss) from continuing operations, basic | $ | 0.69 | $ | 0.61 | $ | 1.20 | $ | 1.26 | |||||||||||||||
| Income (loss) from discontinued operations, basic | (0.47) | 0.06 | (0.63) | (1.66) | |||||||||||||||||||
| Net income (loss)—basic | $ | 0.22 | $ | 0.67 | $ | 0.57 | $ | (0.40) | |||||||||||||||
| Income (loss) from continuing operations, diluted | $ | 0.69 | $ | 0.61 | $ | 1.19 | $ | 1.26 | |||||||||||||||
| Income (loss) from discontinued operations, diluted | (0.47) | 0.06 | (0.63) | (1.66) | |||||||||||||||||||
| Net income (loss)—diluted | $ | 0.22 | $ | 0.67 | $ | 0.56 | $ | (0.40) | |||||||||||||||
| Weighted-average common shares outstanding: | |||||||||||||||||||||||
| Basic | 433 | 435 | 434 | 435 | |||||||||||||||||||
| Diluted | 434 | 437 | 436 | 436 |
(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)
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | 245 | $ | (173) | |||||||
| (Income) loss from discontinued operations before (gain) loss from disposal, net of tax | (350) | (360) | |||||||||
| (Gain) loss from disposal of discontinued operations | 625 | 1,082 | |||||||||
| Income (loss) from continuing operations | 520 | 549 | |||||||||
| Adjustments to reconcile income (loss) from continuing operations to net cash provided by (used for) operating activities: | |||||||||||
| Depreciation, amortization and accretion | 343 | 352 | |||||||||
| (Gains) losses on retirement of long-term obligations | (24) | — | |||||||||
| Amortization of deferred financing costs and other non-cash interest | 14 | 16 | |||||||||
| Stock-based compensation expense, net | 47 | 36 | |||||||||
| Asset write-down charges | 5 | 4 | |||||||||
| Deferred income tax (benefit) provision | 4 | 1 | |||||||||
| Other non-cash adjustments, net | 1 | (4) | |||||||||
| Net cash provided by (used for) operating activities from discontinued operations | 108 | 581 | |||||||||
| Changes in assets and liabilities, excluding the effects of acquisitions: | |||||||||||
| Increase (decrease) in accrued interest | (25) | (6) | |||||||||
| Increase (decrease) in accounts payable | 21 | — | |||||||||
| Increase (decrease) in other liabilities | 19 | (32) | |||||||||
| Decrease (increase) in receivables | (4) | 29 | |||||||||
| Decrease (increase) in other assets | 11 | (53) | |||||||||
| Net cash provided by (used for) operating activities | 1,040 | 1,473 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | (116) | (80) | |||||||||
| Other investing activities, net | — | 3 | |||||||||
| Net cash provided by (used for) investing activities from discontinued operations(a) | 8,089 | (446) | |||||||||
| Net cash provided by (used for) investing activities | 7,973 | (523) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Principal payments on debt and other long-term obligations | (45) | (59) | |||||||||
| Purchases and redemptions of long-term debt | (3,191) | (700) | |||||||||
| Borrowings under revolving credit facility | 1,350 | 400 | |||||||||
| Payments under revolving credit facility | (2,295) | — | |||||||||
| Net issuances (repayments) under commercial paper program | (1,931) | 564 | |||||||||
| Payments for financing costs | (6) | — | |||||||||
| Purchases of common stock | (1,017) | (23) | |||||||||
| Dividends/distributions paid on common stock | (932) | (1,153) | |||||||||
| Net cash provided by (used for) financing activities | (8,067) | (971) | |||||||||
| Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents | 946 | (21) | |||||||||
| Effect of exchange rate changes | — | — | |||||||||
| Cash and cash equivalents and restricted cash and cash equivalents at beginning of period**(b)** | 308 | 295 | |||||||||
| Cash and cash equivalents and restricted cash and cash equivalents at end of period**(c)** | $ | 1,254 | $ | 274 |
(a)Represents $8.4 billion of net cash proceeds from the sale of the Fiber Business, which was completed on May 1, 2026, partially offset by capital expenditures from discontinued operations. See note 3.
(b)Inclusive of cash and cash equivalents and restricted cash and cash equivalents included in discontinued operations. See note 12.
(c)Inclusive of cash and cash equivalents and restricted cash and cash equivalents included in discontinued operations for the period ended June 30, 2025.
See notes to condensed consolidated financial statements.
CROWN CASTLE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EQUITY (DEFICIT)
(Amounts in millions) (Unaudited)
| Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Dividends/Distributions in Excess of Earnings | |||||||||||||||||||||||||||||||||||||
| Shares | ($0.01 Par) | Total | |||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | 436 | $ | 4 | $ | 18,557 | $ | — | $ | (5) | $ | (20,476) | $ | (1,920) | ||||||||||||||||||||||||||||
| Stock-based compensation related activity, net of forfeitures | 1 | — | 29 | — | — | — | 29 | ||||||||||||||||||||||||||||||||||
| Purchases and retirement of common stock | — | — | (16) | — | — | — | (16) | ||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | (11) | — | — | (1,000) | — | — | (1,000) | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss)(a) | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Common stock dividends/distributions | — | — | — | — | — | (457) | (457) | ||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | 94 | 94 | ||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | 426 | $ | 4 | $ | 18,570 | $ | (1,000) | $ | (5) | $ | (20,839) | $ | (3,270) | ||||||||||||||||||||||||||||
| Balance, March 31, 2025 | 435 | $ | 4 | $ | 18,423 | $ | — | $ | (5) | $ | (19,675) | $ | (1,253) | ||||||||||||||||||||||||||||
| Stock-based compensation related activity, net of forfeitures | — | — | 42 | — | — | — | 42 | ||||||||||||||||||||||||||||||||||
| Purchases and retirement of common stock | — | — | (2) | — | — | — | (2) | ||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss)(a) | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Common stock dividends/distributions | — | — | — | — | — | (460) | (460) | ||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | 291 | 291 | ||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | 435 | $ | 4 | $ | 18,463 | $ | — | $ | (5) | $ | (19,844) | $ | (1,382) | ||||||||||||||||||||||||||||
| Balance, December 31, 2025 | 435 | $ | 4 | $ | 18,527 | $ | — | $ | (5) | $ | (20,161) | $ | (1,635) | ||||||||||||||||||||||||||||
| Stock-based compensation related activity, net of forfeitures | 2 | — | 84 | — | — | — | 84 | ||||||||||||||||||||||||||||||||||
| Purchases and retirement of common stock | — | — | (41) | — | — | — | (41) | ||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | (11) | — | — | (1,000) | — | — | (1,000) | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss)(a) | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Common stock dividends/distributions | — | — | — | — | — | (923) | (923) | ||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | 245 | 245 | ||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | 426 | $ | 4 | $ | 18,570 | $ | (1,000) | $ | (5) | $ | (20,839) | $ | (3,270) | ||||||||||||||||||||||||||||
| Balance, December 31, 2024 | 435 | $ | 4 | $ | 18,393 | $ | — | $ | (5) | $ | (18,525) | $ | (133) | ||||||||||||||||||||||||||||
| Stock-based compensation related activity, net of forfeitures | — | — | 93 | — | — | — | 93 | ||||||||||||||||||||||||||||||||||
| Purchases and retirement of common stock | — | — | (23) | — | — | — | (23) | ||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss)(a) | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Common stock dividends/distributions | — | — | — | — | — | (1,146) | (1,146) | ||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | (173) | (173) | ||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | 435 | $ | 4 | $ | 18,463 | $ | — | $ | (5) | $ | (19,844) | $ | (1,382) |
(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, 2025, and related notes thereto, included in the 2025 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 2025 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 approximately 40,000 towers and other structures, such as rooftops, (collectively, "towers") that are geographically dispersed throughout the U.S. The Company's customers on its towers are referred to herein as "tenants." The Company provides access, including space or capacity, to its towers via long-term contracts in various forms, including lease, license, sublease and service agreements (collectively, "tenant contracts").
As part of the Company's effort to provide efficient and cost effective solutions, the Company also offers certain 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 an ancillary offering relating to its towers.
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 7.
Approximately 54% of the Company's towers are leased or subleased or operated and managed under master leases, subleases, and other agreements with AT&T and T-Mobile (including those which T-Mobile assumed in its merger with Sprint). The Company has the option to purchase these towers at the end of their respective lease terms. The Company has no obligation to exercise such purchase options.
On March 13, 2025, management signed a definitive agreement ("Strategic Fiber Agreement") to sell the small cells and fiber solutions businesses, together with certain supporting assets and personnel ("Fiber Business"), with Zayo Group Holdings Inc. ("Zayo") acquiring the fiber solutions business and EQT Active Core Infrastructure fund ("EQT") acquiring the small cells business ("Strategic Fiber Transaction"). The Strategic Fiber Transaction was completed on May 1, 2026. The Company received aggregate net cash proceeds of $8.4 billion, representing the gross contractual purchase price of $8.5 billion less the net impact of preliminary purchase price adjustments of $124 million, which are subject to a post-closing settlement process.
As the aforementioned sale represents a material strategic shift for the Company, the Fiber Business' results and net assets are presented herein as discontinued operations for all periods presented until the completion of the Strategic Fiber Transaction on May 1, 2026. Related to the classification of the Fiber Business as "held for sale", the Company recognized a loss from disposal of discontinued operations of $280 million and $252 million, inclusive of estimated transaction fees, for the three months ended June 30, 2026 and 2025, respectively, and $625 million and $1,082 million for the six months ended June 30, 2026 and 2025, respectively. See note 3 to our condensed consolidated financial statements for a further discussion of discontinued operations.
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 June 30, 2026, the condensed consolidated results of operations for the three and six months ended June 30, 2026 and 2025, and the condensed consolidated cash flows for the six months ended June 30, 2026 and 2025. 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.
Following the classification of the Fiber Business as discontinued operations, the Company has one reportable segment that constitutes consolidated results consisting of its towers operations. Unless otherwise noted, all activities and amounts reported in the following notes relate to the continuing operations of the Company and exclude activities and amounts related to
CROWN CASTLE INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited
(Tabular dollars in millions, except per share amounts)
discontinued operations. See notes 3 and 11 to our condensed consolidated financial statements for a discussion of discontinued operations and the Company's operating segment.
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
Treasury Stock
During 2026, the Company repurchased shares of its common stock under the 2026 Stock Repurchase Program, as defined in note 10. The Company accounts for repurchased shares that have not been retired as treasury stock and records such shares at cost as a reduction of stockholders' equity. Treasury shares are excluded from shares outstanding for purposes of calculating earnings per share. Incremental direct costs associated with the acquisition of treasury shares are included in the cost basis of the shares acquired. See note 10 to the Company's condensed consolidated financial statements for a discussion of the 2026 Stock Repurchase Program.
Recently Adopted Accounting Pronouncements
No accounting pronouncements adopted during the six months ended June 30, 2026, had a material impact on the Company's condensed consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued new guidance that requires disclosure of disaggregated information about certain income statement expense line items in the notes to the financial statements for both annual and interim periods. The guidance will be effective for the Company's fiscal year ending December 31, 2027, and can be applied prospectively or retrospectively, with early adoption permitted. The Company is currently evaluating the effect of the guidance, including the potential impact on its financial statement disclosures.
In September 2025, the FASB issued new guidance to modernize the accounting for internal-use software to current development practices, clarify when to begin capitalizing costs and enhance disclosure requirements. The guidance will be effective for the Company's fiscal year ending December 31, 2028, and can be applied prospectively or retrospectively, with early adoption permitted. The Company is currently evaluating the effect of the guidance, including the potential impact on its financial statement disclosures.
**3.**Discontinued Operations
In January 2024, the Company's board of directors established a Fiber Review Committee to oversee and direct the review of strategic and operational alternatives that were available to the Company with respect to its Fiber Business. The operational review concluded in June 2024 and resulted in the restructuring plan that management initiated in June 2024 ("2024 Restructuring Plan"), while the strategic review concluded in March 2025 with the signing of the Strategic Fiber Agreement. See note 13 to the Company's condensed consolidated financial statements for a discussion of the 2024 Restructuring Plan.
On March 13, 2025, management signed the Strategic Fiber Agreement to sell the Fiber Business, with Zayo acquiring the fiber solutions business and EQT acquiring the small cells business. The Strategic Fiber Transaction was completed on May 1, 2026. In accordance with the Strategic Fiber Agreement, the Company received aggregate net cash proceeds of $8.4 billion, representing the gross contractual purchase price of $8.5 billion less the net impact of preliminary purchase price adjustments of $124 million, which are subject to a post-closing settlement process. Through the completion of the Strategic Fiber Transaction, management continued to operate the Fiber Business in accordance with the Strategic Fiber Agreement.
The Fiber Business' results and net assets are presented herein as discontinued operations for all periods presented through the completion of the Strategic Fiber Transaction. Related to the classification of the Fiber Business as "held for sale", the Company recorded a loss from disposal of discontinued operations of $280 million and $252 million for the three months ended June 30, 2026 and 2025, respectively, and $625 million and $1,082 million for the six months ended June 30, 2026 and 2025, respectively. The loss represents the excess of the carrying value of the Fiber Business over the purchase price, less estimated costs to sell. The additional loss recorded for the three months ended June 30, 2026, relates to ongoing investment in the Fiber Business through April 30, 2026, as well as the impact of preliminary purchase price adjustments, which are subject to a post-
CROWN CASTLE INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)
(Tabular dollars in millions, except per share amounts)
closing settlement process. The loss is included in "Gain (loss) from disposal of discontinued operations" in the condensed consolidated statement of operations and comprehensive income (loss). Due to the Company's REIT tax filing status, there is no tax benefit recognized related to the loss from disposal of the Fiber Business.
The historic Fiber segment was previously a separate reportable segment of the Company. The Company's Fiber reportable segment is treated as discontinued operations for all periods presented because the disposal represents a strategic shift that had a material impact on the Company's operating results.
As a result of the completion of the Strategic Fiber Transaction on May 1, 2026, the Company had no assets or liabilities of discontinued operations as of June 30, 2026. The tables below set forth the assets and liabilities related to discontinued operations as of December 31, 2025, and results of operations related to discontinued operations for the three and six months ended June 30, 2026 and 2025. See note 11 to the Company's condensed consolidated financial statements for information regarding its reportable segment.
| December 31, 2025 | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Receivables, net | $ | 324 | |||||||||
| Other current assets(a) | 110 | ||||||||||
| Total current assets | 434 | ||||||||||
| Property and equipment(b) | 9,766 | ||||||||||
| Other intangible assets, net(b) | 1,706 | ||||||||||
| Operating lease right-of-use assets and other assets, net(b) | 326 | ||||||||||
| Valuation allowance for assets held for sale | (1,507) | ||||||||||
| Total assets | $ | 10,725 | |||||||||
| LIABILITIES | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 156 | |||||||||
| Deferred revenues | 355 | ||||||||||
| Operating lease liabilities and other accrued liabilities | 242 | ||||||||||
| Current maturities of debt and other obligations | 9 | ||||||||||
| Total current liabilities | 762 | ||||||||||
| Debt and other long-term obligations | 20 | ||||||||||
| Operating lease liabilities | 168 | ||||||||||
| Deferred revenue and other long-term liabilities | 1,364 | ||||||||||
| Total liabilities | $ | 2,314 |
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net revenues | $ | 192 | $ | 536 | $ | 756 | $ | 1,068 | |||||||||||||||
| Operating expenses(b) | 116 | 256 | 404 | 705 | |||||||||||||||||||
| Income (loss) from discontinued operations before income taxes | 76 | 280 | 352 | 363 | |||||||||||||||||||
| Benefit (provision) for income taxes | (1) | (2) | (2) | (3) | |||||||||||||||||||
| Income (loss) from discontinued operations before gain (loss) from disposal, net of tax | $ | 75 | $ | 278 | $ | 350 | $ | 360 |
(a)As of December 31, 2025, inclusive of $34 million, in cash and cash equivalents and restricted cash and cash equivalents.
CROWN CASTLE INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)
(Tabular dollars in millions, except per share amounts)
(b)Following the classification of the Fiber Business as "held for sale", the Company ceased depreciation and amortization of long-lived assets included in discontinued operations. For the six months ended June 30, 2025, the Company recorded $204 million of depreciation and amortization expense associated with the Fiber Business.
**4.**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 towers 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 between five to 15 years for wireless tenants, 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 Consumer Price Index), (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.
Services and Other Revenues
As part of the Company’s effort to provide efficient and cost effective solutions, as an ancillary business, the Company offers certain site development services.
The Company may have multiple performance obligations for site development services, which primarily include: structural analysis, zoning, permitting and construction drawings. For each of these performance obligations, services revenues are recognized at completion of the applicable performance obligation, which represents the point at which the Company believes it has transferred goods or services to the tenant. The services revenue recognized is based on an allocation of the transaction price among the performance obligations in a respective tenant contract based on estimated standalone selling price. The volume and mix of site development services may vary among tenant contracts and may include a combination of some or all of the above performance obligations. Amounts are billed per contractual milestones, with payments generally due within 45 to 90 days, and generally do not contain variable-consideration provisions. 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 site development services the Company provides to its tenants have a duration of one year or less.
CROWN CASTLE INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)
(Tabular dollars in millions, except per share amounts)
Additional Information on Revenues
As of January 1, 2026, and June 30, 2026, $437 million and $491 million of unrecognized revenues, respectively, were reported in "Deferred revenues" and "Other long-term liabilities" on the Company's condensed consolidated balance sheet. During the six months ended June 30, 2026, approximately $60 million of the January 1, 2026, unrecognized revenues balance was recognized as revenues. As of January 1, 2025, $430 million of unrecognized revenues were reported in "Deferred revenues" and "Other long-term liabilities" on the Company's condensed consolidated balance sheet. During the six months ended June 30, 2025, approximately $69 million of the January 1, 2025, 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 June 30, 2026.
| Six Months Ending December 31, | Years Ending December 31, | |||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | ||||||||||||||||||||||||||||||||||||||
| Contracted amounts(a)(b) | $ | 1,928 | $ | 3,866 | $ | 3,706 | $ | 3,006 | $ | 2,823 | $ | 6,775 | $ | 22,104 |
(a)Excludes amounts related to services, as those contracts generally have a duration of one year or less.
(b)Excludes approximately $3.5 billion due from DISH Wireless L.L.C ("DISH") following the termination of the DISH Master Lease Agreement and underlying agreements delivered by the Company on January 12, 2026. See note 9 for further information.
CROWN CASTLE INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)
(Tabular dollars in millions, except per share amounts)
**5.**Debt and Other Obligations
The table below sets forth the Company's debt and other obligations as of June 30, 2026.
| Original Issue Date | Final Maturity Date**(a)** | Balance as of June 30, 2026 | Balance as of December 31, 2025 | Stated Interest Rate as of June 30, 2026**(a)(b)** | ||||||||||||||||||||||||||||
| Secured Notes, Series 2009-1, Class A-2 | July 2009 | Aug. 2029 | $ | 22 | $ | 26 | 9.0 | % | ||||||||||||||||||||||||
| Tower Revenue Notes, Series 2018-2 | July 2018 | July 2048 | (c) | 748 | 748 | 4.2 | % | |||||||||||||||||||||||||
| Installment purchase liabilities and finance leases | Various | (d) | Various | (d) | 261 | (e) | 258 | (e) | Various | (d) | ||||||||||||||||||||||
| Total secured debt | 1,031 | 1,032 | ||||||||||||||||||||||||||||||
| 2016 Revolver | Jan. 2016 | July 2027 | (f) | — | (f) | 945 | N/A | |||||||||||||||||||||||||
| 2026 Revolver | May 2026 | May 2031 | — | (g) | — | N/A | (h) | |||||||||||||||||||||||||
| 2016 Term Loan A | Jan. 2016 | July 2027 | (f) | — | (f) | 1,056 | N/A | |||||||||||||||||||||||||
| Commercial Paper Notes | N/A | (i) | N/A | (i) | — | (i) | 1,931 | N/A | ||||||||||||||||||||||||
| 4.450% Senior Notes | Feb. 2016 | Feb. 2026 | — | (j) | 900 | 4.5 | % | |||||||||||||||||||||||||
| 3.700% Senior Notes | May 2016 | June 2026 | — | (k) | 750 | 3.7 | % | |||||||||||||||||||||||||
| 1.050% Senior Notes | Feb. 2021 | July 2026 | 1,000 | (l) | 999 | 1.1 | % | |||||||||||||||||||||||||
| 4.000% Senior Notes | Feb. 2017 | Mar. 2027 | 500 | 499 | 4.0 | % | ||||||||||||||||||||||||||
| 2.900% Senior Notes | Mar. 2022 | Mar. 2027 | 717 | 748 | 2.9 | % | ||||||||||||||||||||||||||
| 3.650% Senior Notes | Aug. 2017 | Sept. 2027 | 978 | 998 | 3.7 | % | ||||||||||||||||||||||||||
| 5.000% Senior Notes | Jan. 2023 | Jan. 2028 | 974 | 996 | 5.0 | % | ||||||||||||||||||||||||||
| 3.800% Senior Notes | Jan. 2018 | Feb. 2028 | 976 | 997 | 3.8 | % | ||||||||||||||||||||||||||
| 4.800% Senior Notes | Apr. 2023 | Sept. 2028 | 594 | 596 | 4.8 | % | ||||||||||||||||||||||||||
| 4.300% Senior Notes | Feb. 2019 | Feb. 2029 | 555 | 597 | 4.3 | % | ||||||||||||||||||||||||||
| 5.600% Senior Notes | Dec. 2023 | June 2029 | 691 | 744 | 5.6 | % | ||||||||||||||||||||||||||
| 4.900% Senior Notes | Aug. 2024 | Sept. 2029 | 541 | 545 | 4.9 | % | ||||||||||||||||||||||||||
| 3.100% Senior Notes | Aug. 2019 | Nov. 2029 | 529 | 547 | 3.1 | % | ||||||||||||||||||||||||||
| 3.300% Senior Notes | Apr. 2020 | July 2030 | 704 | 743 | 3.3 | % | ||||||||||||||||||||||||||
| 2.250% Senior Notes | June 2020 | Jan. 2031 | 1,038 | 1,094 | 2.3 | % | ||||||||||||||||||||||||||
| 2.100% Senior Notes | Feb. 2021 | Apr. 2031 | 975 | 993 | 2.1 | % | ||||||||||||||||||||||||||
| 2.500% Senior Notes | June 2021 | July 2031 | 721 | 745 | 2.5 | % | ||||||||||||||||||||||||||
| 5.100% Senior Notes | Apr. 2023 | May 2033 | 733 | 744 | 5.1 | % | ||||||||||||||||||||||||||
| 5.800% Senior Notes | Dec. 2023 | Mar. 2034 | 699 | 743 | 5.8 | % | ||||||||||||||||||||||||||
| 5.200% Senior Notes | Aug. 2024 | Sept. 2034 | 641 | 690 | 5.2 | % | ||||||||||||||||||||||||||
| 2.900% Senior Notes | Feb. 2021 | Apr. 2041 | 1,206 | 1,236 | 2.9 | % | ||||||||||||||||||||||||||
| 4.750% Senior Notes | May 2017 | May 2047 | 345 | 345 | 4.8 | % | ||||||||||||||||||||||||||
| 5.200% Senior Notes | Feb. 2019 | Feb. 2049 | 392 | 396 | 5.2 | % | ||||||||||||||||||||||||||
| 4.000% Senior Notes | Aug. 2019 | Nov. 2049 | 337 | 346 | 4.0 | % | ||||||||||||||||||||||||||
| 4.150% Senior Notes | Apr. 2020 | July 2050 | 484 | 491 | 4.2 | % | ||||||||||||||||||||||||||
| 3.250% Senior Notes | June 2020 | Jan. 2051 | 878 | 891 | 3.3 | % | ||||||||||||||||||||||||||
| Total unsecured debt | 17,208 | 23,305 | ||||||||||||||||||||||||||||||
| Total debt and other obligations | 18,239 | 24,337 | ||||||||||||||||||||||||||||||
| Less: current maturities of debt and other obligations | 2,260 | 2,783 | ||||||||||||||||||||||||||||||
| Non-current portion of debt and other long-term obligations | $ | 15,979 | $ | 21,554 |
(a)See the 2025 Form 10-K, including note 8 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 $750 million aggregate principal amount of 4.241% senior secured tower revenue notes ("Tower Revenue Notes, Series 2018-2") is not paid in full on or prior to July 2028, the anticipated repayment date, then Excess Cash Flow (as defined in the indenture) of the issuers of such notes will be used to repay the principal, and additional interest (of an approximately 5% per annum) will accrue on such notes. The Tower Revenue Notes, Series 2018-2 are prepayable at par if voluntarily repaid within eighteen months of the anticipated repayment date; earlier prepayment may require additional consideration.
(d)The Company's installment purchases primarily relate to land and bear interest rates up to 8% and mature in periods ranging from less than one year to approximately 20 years.
CROWN CASTLE INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)
(Tabular dollars in millions, except per share amounts)
(e)For the periods ended June 30, 2026, and December 31, 2025, reflects $5 million, respectively for both periods, in finance lease obligations (primarily related to vehicles).
(f)In May 2026, the Company repaid all outstanding borrowings under and terminated the commitments under the 2016 Term Loan A and the 2016 Revolver.
(g)As of June 30, 2026, the undrawn availability under the Company's senior unsecured revolving credit facility ("2026 Revolver") was $4.5 billion.
(h)The 2026 Revolver bears interest, at the Company's option, at either (1) Term SOFR plus (i) a credit spread ranging from 0.750% to 1.375% per annum or (2) an alternate base rate plus a credit spread ranging from 0.000% to 0.375% 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 0.200%, based on the Company's senior unsecured debt rating, per annum on the undrawn available amount under the 2026 Revolver.
(i)The maturities of the short-term, unsecured commercial paper notes ("Commercial Paper Notes"), when outstanding, may vary but may not exceed 397 days from the date of issue; however, there were no Commercial Paper Notes issued or outstanding as of June 30, 2026. The Commercial Paper Notes are issued under customary terms in the commercial paper market and are issued at a discount from par or, alternatively, can be issued at par and bear varying interest rates on a fixed or floating basis. At any point in time, the Company intends to maintain available commitments under its 2026 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.
(j)In February 2026, the Company repaid in full the 4.450% Senior Notes on the contractual maturity date.
(k)In June 2026, the Company repaid in full the 3.700% Senior Notes on the contractual maturity date.
(l)In July 2026, the Company repaid in full the 1.050% Senior Notes on the contractual maturity date.
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 June 30, 2026, which do not consider the principal payments that will commence following the anticipated repayment date on the Tower Revenue Notes, Series 2018-2.
| Six Months Ending December 31, | Years Ending December 31, | Total Cash Obligations | Unamortized Adjustments, Net | Total Debt and Other Obligations Outstanding | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | |||||||||||||||||||||||||||||||||||||||||||||
| Scheduled principal payments and final maturities | $ | 1,021 | $ | 2,236 | $ | 2,589 | $ | 2,361 | $ | 733 | $ | 9,413 | $ | 18,353 | $ | (114) | $ | 18,239 |
Interest Expense and Amortization of Deferred Financing Costs, Net
The components of interest expense and amortization of deferred financing costs, net are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Interest expense on debt obligations | $ | 202 | $ | 239 | $ | 441 | $ | 471 | |||||||||||||||
| Amortization of deferred financing costs and adjustments on long-term debt | 7 | 8 | 14 | 16 | |||||||||||||||||||
| Capitalized interest | (1) | (4) | (5) | (8) | |||||||||||||||||||
| Total | $ | 208 | $ | 243 | $ | 450 | $ | 479 |
Purchases and Redemptions of Long-Term Debt
On May 1, 2026, the Company's board of directors authorized the repayment, prepayment, repurchase (in the open market, through private negotiations or otherwise) or redemption of up to an aggregate of $7.2 billion of the Company's outstanding indebtedness using a portion of the proceeds received from the completion of the Strategic Fiber Transaction. In accordance with this authorization the Company repaid all then-outstanding amounts owed under the 2016 Credit Facility, as discussed further below, and Commercial Paper Notes, and repaid in full the 3.700% Senior Notes on the contractual maturity date in June 2026. The Company also repaid the 1.050% Senior Notes on the contractual maturity date in July 2026.
In addition, during the three months ended June 30, 2026, the Company repurchased approximately $530 million aggregate principal amount of various series of unsecured senior notes through open market transactions ("Open Market Debt Repurchases"). Aggregate cash consideration paid was approximately $500 million, excluding accrued interest.
The Company recognized a gain on extinguishment of long-term obligations of approximately $27 million within "Gains (losses) on retirement of long-term obligations" on the condensed consolidated statement of operations and comprehensive income for the three and six months ended June 30, 2026, net of the write-off of unamortized deferred financing costs.
CROWN CASTLE INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)
(Tabular dollars in millions, except per share amounts)
The following is a summary of purchases and redemptions of long-term debt during the six months ended June 30, 2026.
| Principal Amount | Cash Paid**(a)** | Gains (Losses) | |||||||||||||||
| 4.450% Senior Notes | $ | 900 | $ | 900 | $ | — | |||||||||||
| 3.700% Senior Notes | 750 | 750 | — | ||||||||||||||
| Open Market Debt Repurchases(b) | 530 | 500 | 27 | ||||||||||||||
| 2016 Credit Facility(c) | 3,276 | 3,276 | (3) | ||||||||||||||
| Total | $ | 5,456 | $ | 5,426 | $ | 24 |
(a)Exclusive of accrued interest.
(b)See above for discussion of the Open Market Debt Repurchases.
(c)See below for discussion of the 2016 Credit Facility.
2026 Credit Facility
On May 1, 2026, the Company entered into a new senior unsecured credit agreement ("2026 Credit Facility"), which replaced the Company's previous 2016 Credit Facility. In connection and concurrently with the execution of the 2026 Credit Facility, the Company repaid all outstanding indebtedness under the 2016 Credit Facility, including the 2016 Revolver and 2016 Term Loan A, using a portion of the proceeds from the Strategic Fiber Transaction and terminated the commitments under the 2016 Credit Facility. The Company incurred and capitalized approximately $6 million of deferred financing costs in connection with the 2026 Credit Facility and wrote-off $3 million in unamortized deferred financing costs associated with the 2016 Credit Facility.
The 2026 Credit Facility provides for a $4.5 billion unsecured revolving credit facility ("2026 Revolver"), including a $100 million letter of credit sub-facility, and matures on May 1, 2031. Borrowings under the 2026 Credit Facility bear interest, at the Company's option, at SOFR or an alternate base rate, in each case plus an applicable margin determined by the Company's long-term unsecured debt ratings. The Company also pays a commitment fee on unused amounts. The 2026 Credit Facility permits the Company to request up to an additional $500 million of revolving commitments or term loan facilities, subject to lender approval. The proceeds of borrowings under the 2026 Credit Facility may be used for general corporate purposes.
The 2026 Credit Facility contains financial maintenance covenants, including a maximum consolidated total net debt to consolidated EBITDA (as defined in the agreement) ratio of 7.0x and a maximum consolidated senior secured debt to consolidated EBITDA ratio of 3.5x. As of June 30, 2026, the Company was in compliance with all applicable covenants under the 2026 Credit Facility.
CROWN CASTLE INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)
(Tabular dollars in millions, except per share amounts)
**6.**Fair Value Disclosures
| Level in Fair Value Hierarchy | June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||
| Cash and cash equivalents | 1 | $ | 1,042 | $ | 1,042 | $ | 99 | $ | 99 | ||||||||||||||||||||
| Restricted cash and cash equivalents, current and non-current | 1 | 212 | 212 | 175 | 175 | ||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
| Total debt and other obligations | 2 | 18,239 | 17,024 | 24,337 | 23,206 |
The fair values of cash and cash equivalents and restricted cash and cash equivalents approximate the carrying values. The Company determines the fair value of its debt securities based on indicative, non-binding quotes from brokers. Quotes from brokers require judgment and are based on the brokers' interpretation of market information, including implied credit spreads for similar borrowings on recent trades or bid/ask prices or quotes from active markets if available. Since December 31, 2025, there have been no changes in the Company's valuation techniques used to measure fair values.
**7.**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 ("Code"), 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 six months ended June 30, 2026 and 2025, 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.
CROWN CASTLE INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)
(Tabular dollars in millions, except per share amounts)
**8.**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. 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 June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Income (loss) from continuing operations | $ | 299 | $ | 265 | $ | 520 | $ | 549 | |||||||||||||||
| Income (loss) from discontinued operations, net of tax | (205) | 26 | (275) | (722) | |||||||||||||||||||
| Weighted-average number of common shares outstanding (in millions): | |||||||||||||||||||||||
| Basic weighted-average number of common stock outstanding | 433 | 435 | 434 | 435 | |||||||||||||||||||
| Effect of assumed dilution from potential issuance of common shares relating to restricted stock units | 1 | 2 | 2 | 1 | |||||||||||||||||||
| Diluted weighted-average number of common shares outstanding | 434 | 437 | 436 | 436 | |||||||||||||||||||
| Net income (loss), per common share: | |||||||||||||||||||||||
| Income (loss) from continuing operations, basic | $ | 0.69 | $ | 0.61 | $ | 1.20 | $ | 1.26 | |||||||||||||||
| Income (loss) from discontinued operations, basic | (0.47) | 0.06 | (0.63) | (1.66) | |||||||||||||||||||
| Net income (loss)—basic | $ | 0.22 | $ | 0.67 | $ | 0.57 | $ | (0.40) | |||||||||||||||
| Income (loss) from continuing operations, diluted | $ | 0.69 | $ | 0.61 | $ | 1.19 | $ | 1.26 | |||||||||||||||
| Income (loss) from discontinued operations, diluted | (0.47) | 0.06 | (0.63) | (1.66) | |||||||||||||||||||
| Net income (loss)—diluted | $ | 0.22 | $ | 0.67 | $ | 0.56 | $ | (0.40) | |||||||||||||||
| Dividends/distributions declared per share of common stock | $ | 1.063 | $ | 1.063 | $ | 2.125 | $ | 2.628 |
During the six months ended June 30, 2026, the Company granted 0.7 million RSUs to the Company's executives and certain other employees. See note 10 for discussion of the Company's 2026 Stock Repurchase Program, as defined therein, following the completion of the Strategic Fiber Transaction.
**9.**Commitments and Contingencies
The Company is involved in various claims, assessments, lawsuits or proceedings arising in the ordinary course of business. While there are uncertainties inherent in the ultimate outcome of such matters and it is impossible to presently determine the ultimate costs or losses that may be incurred, if any, management believes the adverse resolution of such uncertainties and the incurrence of such costs should not have a material adverse effect on the Company's condensed consolidated financial position or results of operations. 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, the Company has the option to purchase approximately 54% of its towers at the end of their respective lease terms. The Company has no obligation to exercise such purchase options.
On January 12, 2026, the Company delivered a notice of default and termination to DISH relating to the Company's Master Lease Agreement and underlying agreements with DISH ("DISH MLA") as a result of DISH failing to make required payments and defaulting on its obligations under the agreement. As a result of the termination, the Company asserts in the notice that DISH is obligated to pay the Company all remaining payments owed under the DISH MLA, which total in excess of $3.5 billion. As of January 1, 2026, the Company is no longer recognizing revenue under these terminated agreements.
CROWN CASTLE INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)
(Tabular dollars in millions, except per share amounts)
On May 12, 2026, as a condition to the approval of a spectrum license transaction involving DISH's parent company, EchoStar, the Federal Communications Commission ("FCC") issued a Memorandum Opinion and Order ("FCC Trust Order") requiring EchoStar to establish and fund a $2.4 billion trust intended to satisfy certain qualified claims, including claims associated with wireless network infrastructure and site lease obligations ("FCC Trust"). The Company believes its claims under the DISH MLA constitute Covered Claims, as defined in the FCC Trust Order, and that they therefore qualify for payment from the FCC Trust, subject to meeting all requirements and availability of trust assets. The FCC Trust was established on July 28, 2026, in conjunction with the completion of the aforementioned spectrum license transaction.
On June 30, 2026, DISH and certain affiliated entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code. The Company is actively pursuing recovery of amounts owed by DISH through the bankruptcy proceeding and the FCC Trust.
As of June 30, 2026, the Company had a net balance sheet position of approximately $165 million associated with its terminated agreements with DISH. Based on its consideration of Company’s claims and potential avenues for recovery, management expects this amount to be recoverable; however, the ultimate resolution of this matter remains subject to uncertainty.
**10.**Equity
Declaration and Payment of Dividends
During the six months ended June 30, 2026, 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 25, 2026 | March 13, 2026 | March 31, 2026 | $ | 1.0625 | $ | 466 | |||||||||||||||||||||||||
| Common Stock | May 20, 2026 | June 15, 2026 | June 30, 2026 | $ | 1.0625 | $ | 457 |
(a)Inclusive of dividends accrued for holders of unvested RSUs, which will be paid when and if the RSUs vest.
For the six months ended June 30, 2026, the Company purchased 0.5 million shares of its common stock utilizing $42 million in cash, representing shares withheld to satisfy employee withholding tax obligations upon the vesting of RSUs.
2026 Stock Repurchase Program
Effective May 1, 2026, the Company's board of directors authorized a stock repurchase program ("2026 Stock Repurchase Program") that authorized the Company to repurchase up to $1.0 billion of its outstanding common stock. During the three months ended June 30, 2026, the Company completed the $1.0 billion of share repurchases pursuant to the 2026 Stock Repurchase Program using a portion of the proceeds from the Strategic Fiber Transaction. The shares repurchased were not retired and are recorded in treasury stock on the condensed consolidated balance sheet as of June 30, 2026.
The following is a summary of the Company's share repurchases under the 2026 Stock Repurchase Program:
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Total number of shares purchased (in millions) (a) | 11 | — | |||||||||
| Average price per share (a) | $ | 88.65 | $ | — | |||||||
| Total purchase price (in millions) (a) | 1,000 | — |
(a)Amounts reflected are based on the trade date and may differ from the Condensed Consolidated Statement of Cash Flows which reflects share repurchases based on the settlement date. As of June 30, 2026, $25 million was recorded within "Other accrued liabilities" on the Company's condensed consolidated balance sheet for share repurchases that had not yet settled.
2024 "At-the-Market" Stock Offering Program
In March 2024, the Company established a new "at-the-market" stock offering program through which it may issue and sell shares of its common stock having an aggregate gross sales price of up to $750 million ("2024 ATM Program"). Sales under the 2024 ATM Program may be made by means of ordinary brokers' transactions on the New York Stock Exchange 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
CROWN CASTLE INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)
(Tabular dollars in millions, except per share amounts)
2024 ATM Program for general corporate purposes, which may include (1) the funding of future acquisitions or investments or (2) the repayment or repurchase of any outstanding indebtedness. The Company has not sold any shares of common stock under the 2024 ATM Program.
**11.**Operating Segment
Reportable Segment
Following the classification of the Fiber Business as discontinued operations, the Company has one reportable segment that constitutes consolidated results consisting of its towers operations. The determination that the Company operates as a single segment is consistent with the nature of its operations and the financial information regularly reviewed by the Company's President and Chief Executive Officer in such person's capacity as the chief operating decision maker ("CODM").
The Company provides access, including space or capacity, to the Company's approximately 40,000 towers geographically dispersed throughout the U.S. The Company also offers site development services as an ancillary offering relating to its towers.
The measurement of profit or loss primarily used by the CODM in making operating decisions, assessing financial performance, and allocating resources is net income (loss).
The following table sets forth the Company's results, including significant expenses not presented in the condensed consolidated statement of operations comprehensive income (loss), for the three and six months ended June 30, 2026 and 2025. Since the Company operates as one reportable segment that constitutes consolidated continuing results of operations, there are no reconciling items between segment and consolidated assets or capital expenditures from continuing operations.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net revenues | $ | 1,008 | $ | 1,060 | $ | 2,018 | $ | 2,121 | |||||||||||||||
| Less: | |||||||||||||||||||||||
| Lease expense | 184 | 185 | 368 | 371 | |||||||||||||||||||
| Employee compensation expense(a)(b) | 84 | 92 | 167 | 180 | |||||||||||||||||||
| Other costs of operations expense(c)(d) | 61 | 66 | 119 | 123 | |||||||||||||||||||
| Other selling, general and administrative expenses(e) | 36 | 34 | 67 | 64 | |||||||||||||||||||
| Asset write-down charges | 2 | 2 | 5 | 4 | |||||||||||||||||||
| Depreciation, amortization and accretion | 171 | 175 | 343 | 352 | |||||||||||||||||||
| Restructuring charges | — | — | 14 | — | |||||||||||||||||||
| Total operating expenses | 538 | 554 | 1,083 | 1,094 | |||||||||||||||||||
| Operating income | 470 | 506 | 935 | 1,027 | |||||||||||||||||||
| Interest expense and amortization of deferred financing costs, net | (208) | (243) | (450) | (479) | |||||||||||||||||||
| Gains (losses) on retirement of long-term obligations | 24 | — | 24 | — | |||||||||||||||||||
| Interest income | 18 | 4 | 22 | 7 | |||||||||||||||||||
| Other income (expense) | (1) | 2 | (2) | 3 | |||||||||||||||||||
| Income (loss) from continuing operations before income taxes | 303 | 269 | 529 | 558 | |||||||||||||||||||
| Benefit (provision) for income taxes | (4) | (4) | (9) | (9) | |||||||||||||||||||
| Income (loss) from continuing operations | 299 | 265 | 520 | 549 | |||||||||||||||||||
| Discontinued operations (note 3): | |||||||||||||||||||||||
| Income (loss) from discontinued operations before gain (loss) from disposal, net of tax | 75 | 278 | 350 | 360 | |||||||||||||||||||
| Gain (loss) from disposal of discontinued operations | (280) | (252) | (625) | (1,082) | |||||||||||||||||||
| Income (loss) from discontinued operations, net of tax | (205) | 26 | (275) | (722) | |||||||||||||||||||
| Net income (loss) | $ | 94 | $ | 291 | $ | 245 | $ | (173) |
(a)$23 million and $28 million are included in "Costs of operations" for the three months ended June 30, 2026 and 2025, respectively, and $61 million and $65 million are included in "Selling, general and administrative" for the three months ended June 30, 2026 and 2025, respectively, on the Company's condensed consolidated statement of operations and comprehensive income (loss).
(b)$46 million and $52 million is included in "Costs of operations" for the six months ended June 30, 2026 and 2025, respectively, and $121 million and $128 million are included in "Selling, general and administrative" for the six months ended June 30, 2026 and 2025, respectively, on the Company's condensed consolidated statement of operations and comprehensive income (loss).
CROWN CASTLE INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)
(Tabular dollars in millions, except per share amounts)
(c)Exclusive of depreciation, amortization and accretion, shown separately.
(d)Other costs of operations primarily consists of (1) property taxes, (2) repair and maintenance expense, (3) third-party costs related to ancillary services performed and (4) various other insignificant expenses.
(e)Other selling, general and administrative expenses primarily include (1) corporate facilities expense, (2) legal expenses and consulting fees, (3) subscriptions and software costs and (4) other general corporate costs.
**12.**Supplemental Cash Flow Information
The following table is a summary of the Company's supplemental cash flow information for continuing operations for the six months ended June 30, 2026 and 2025:
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash payments related to operating lease liabilities(a) | $ | 259 | $ | 260 | |||||||
| Interest paid | 466 | 478 | |||||||||
| Income taxes paid | 9 | 9 | |||||||||
| Supplemental disclosure of non-cash operating, investing and financing activities: | |||||||||||
| Right-of-use assets recorded in exchange for operating lease liabilities | 62 | 76 | |||||||||
| Increase (decrease) in accounts payable for purchases of property and equipment | (3) | — | |||||||||
| Purchase of property and equipment under finance leases and installment land purchases | 21 | 13 |
(a)Excludes the Company's contingent payments pursuant to operating leases, which are recorded as expense in the period such contingencies are resolved.
The reconciliation of cash and cash equivalents and restricted cash and cash equivalents reported within various lines on the condensed consolidated balance sheet to amounts reported in the condensed consolidated statement of cash flows is shown below.
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| Continuing Operations | Discontinued Operations | Total | Continuing Operations | Discontinued Operations | Total | ||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 1,042 | $ | — | $ | 1,042 | $ | 99 | $ | 33 | $ | 132 | |||||||||||||||||||||||
| Restricted cash and cash equivalents, current | 207 | — | 207 | 170 | 1 | 171 | |||||||||||||||||||||||||||||
| Restricted cash and cash equivalents reported within other assets, net | 5 | — | 5 | 5 | — | 5 | |||||||||||||||||||||||||||||
| Cash and cash equivalents and restricted cash and cash equivalents | $ | 1,254 | $ | — | $ | 1,254 | $ | 274 | $ | 34 | $ | 308 |
CROWN CASTLE INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)
(Tabular dollars in millions, except per share amounts)
**13.**Restructuring
2023 and 2024 Restructuring Plans
In connection with previously announced initiatives to improve operational efficiency and align the Company's cost structure, the Company implemented restructuring plans in 2023 and 2024 ("2023 Restructuring Plan", and collectively with the 2024 Restructuring Plan, the "2023 and 2024 Restructuring Plans"). These plans primarily included reducing employee headcount and closing and consolidating certain offices, as well as the discontinuation of installation services as a towers product offering under the 2023 Restructuring Plan.
The 2023 and 2024 Restructuring Plans included charges related to the (1) employee headcount reduction, including severance, stock-based compensation and other one-time termination benefits and (2) office consolidations and closures, which included remaining obligations under facility leases and non-cash charges for accelerated depreciation. As of June 30, 2026, all actions associated with the 2023 and 2024 Restructuring Plans were completed. No restructuring charges were recognized during the six months ended June 30, 2026 or 2025 related to these plans.
The remaining restructuring liability as of June 30, 2026, relates to ongoing lease obligations associated with office consolidations and closures and is expected to be paid through 2033. The following tables summarize the activities related to the 2023 and 2024 Restructuring Plans for the three and six months ended June 30, 2026 and 2025:
| Three Months Ended June 30, 2026 | Six Months Ended June 30, 2026 | ||||||||||||||||||||||||||||||||||
| Employee Headcount Reduction | Office Space Consolidation | Total | Employee Headcount Reduction | Office Space Consolidation | Total | ||||||||||||||||||||||||||||||
| Liability as of the beginning of the respective period | $ | — | $ | 12 | $ | 12 | $ | — | $ | 16 | $ | 16 | |||||||||||||||||||||||
| Charges (credits) | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Payments | — | (3) | (3) | — | (7) | (7) | |||||||||||||||||||||||||||||
| Non-cash items | — | (1) | (1) | — | (1) | (1) | |||||||||||||||||||||||||||||
| Liability as of June 30, 2026 | $ | — | $ | 8 | $ | 8 | $ | — | $ | 8 | $ | 8 |
| Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||
| Employee Headcount Reduction | Office Space Consolidation | Total | Employee Headcount Reduction | Office Space Consolidation | Total | ||||||||||||||||||||||||||||||
| Liability as of the beginning of the respective period | $ | 1 | $ | 35 | $ | 36 | $ | 4 | $ | 39 | $ | 43 | |||||||||||||||||||||||
| Charges (credits) | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Payments | — | (6) | (6) | (3) | (10) | (13) | |||||||||||||||||||||||||||||
| Non-cash items | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Liability as of June 30, 2025 | $ | 1 | $ | 29 | $ | 30 | $ | 1 | $ | 29 | $ | 30 |
CROWN CASTLE INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited (Continued)
(Tabular dollars in millions, except per share amounts)
2026 Restructuring Plan
In February 2026, the Company initiated a restructuring plan ("2026 Restructuring Plan") as part of its efforts to enhance the efficiency and effectiveness of its tower business by reducing the Company's headcount recorded in continuing operations by approximately 20% along with other headcount realignment actions such as consolidating office space and downsizing certain information technology license-based contracts.
The Company recorded approximately $14 million in charges for the six months ended June 30, 2026, relating to the employee headcount reduction, including severance and other one-time termination benefits. The Company expects to record additional restructuring charges related to the headcount reduction and realignment actions over the remainder of 2026. The actions associated with the 2026 Restructuring Plan and related charges are expected to be substantially completed and recorded by December 31, 2026. The payments are expected to be completed for the employee headcount reduction in 2027.
The following table summarizes the activities related to the 2026 Restructuring Plan for the three and six months ended June 30, 2026:
| Three Months Ended June 30, 2026 | Six Months Ended June 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Employee Headcount Reduction | Employee Headcount Reduction | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Liability as of the beginning of the respective period | $ | 2 | $ | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Charges (credits) | — | 14 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Payments | (1) | (13) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-cash items | 1 | 1 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Liability as of June 30, 2026 | $ | 2 | $ | 2 |
The liability for restructuring charges is included in "Other accrued liabilities" and "Other long-term liabilities" on the condensed consolidated balance sheet, and the corresponding expense is included in "Restructuring charges" on the condensed consolidated statement of operations and comprehensive income (loss).
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