CROWN CASTLE INC.
For the period ended Mar 31, 2026. Filed May 7, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 7, 2026
CCI$88.60-2.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001051470-25-000194
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001051470-26-000059
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 169 previous paragraphs and 163 current paragraphs.
85 unchanged; 58 reworded; 17 added; 15 removed; 11 previous and 3 current paragraphs rearranged.
Tables are not compared: 7 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (17)
Current report
◦construction of towers;
Current report
◦acquisitions of towers;
Current report
◦purchases of shares of our common stock from time to time; and
Current report
◦purchases, repayments or redemptions of our debt.
Current report
◦We expect to continue to acquire land interests relating to land under our towers.
Current report
◦Subsequent to March 31, 2026, we used a portion of the cash proceeds received from the completion of the Strategic Fiber Transaction on May 1, 2026 to repay outstanding indebtedness, including all amounts outstanding under the 2016 Revolver and 2016 Term Loan A (collectively, the "2016 Credit Facility") and anticipate using a portion of the proceeds to repay all Commercial Paper Notes outstanding as they mature throughout the second quarter of 2026. In addition, the Company entered into a new senior unsecured revolving credit facility with total commitments of $4.5 billion ("2026 Credit Facility"), which replaced the 2016 Credit Facility. See note 14 to our condensed consolidated financial statements.
Current report
◦There were no restructuring charges in 2026 relating to either restructuring plan implemented in 2023 ("2023 Restructuring Plan") or 2024 ("2024 Restructuring Plan", collectively the "2023 and 2024 Restructuring Plans"). See note 13 to our condensed consolidated financial statements for further discussion of the 2023 and 2024 Restructuring Plans.
Current report
The following are certain highlights of our outlook that impact our business fundamentals described above.
Current report
•In January 2026, we delivered a notice of default and termination to DISH relating to our Master Lease Agreement and underlying agreements with DISH as a result of DISH failing to make required payments and defaulting on its obligations under the agreements ("DISH Terminations"). As a result of the termination, we assert in the notice that DISH owes us all remaining payments under the agreements, which total in excess of $3.5 billion. Our 2026 Outlook does not include any contributions from DISH.
Current report
•In February 2026, we initiated the 2026 Restructuring Plan as part of our efforts to enhance the efficiency and effectiveness of our tower business.
Current report
◦We expect to realize approximately $65 million annualized run-rate savings in operating costs, of which approximately $55 million will be realized in 2026 due to timing. The remaining savings of approximately $10 million will be realized in 2027. We expect to incur aggregate restructuring charges of approximately $30 million in 2026 as a result of the 2026 Restructuring Plan, most of which we expect to incur in the first and second quarters of 2026.
Current report
•Following the completion of the Strategic Fiber Transaction on May 1, 2026, we used a portion of the proceeds received from the sale to repay outstanding indebtedness, including all amounts outstanding under our 2016 Credit Facility. We also anticipate using approximately $1.8 billion of the proceeds to repay outstanding Commercial Paper Notes as they mature during the second quarter of 2026. We expect to use the remaining proceeds from the Strategic Fiber Transaction for approximately $1.0 billion of share repurchases under the 2026 Stock Repurchase Program, as defined below, and an additional approximately $2.1 billion of repayments of indebtedness in 2026, subject to market conditions. As a result of the completed and anticipated repayments of indebtedness, our 2026 interest expense is expected to decrease compared to 2025.
Current report
◦Effective May 1, 2026, our board of directors authorized a stock repurchase program ("2026 Stock Repurchase Program") that authorizes the repurchase, from time to time, of up to $1.0 billion of our outstanding common stock. The 2026 Stock Repurchase Program does not have a fixed expiration date and does not obligate the Company to acquire any specific number of shares. Repurchases may occur through open market transactions, including through plans complying with Rule 10b5‑1 or Rule 10b‑18 under the Exchange Act.
Current report
(In millions of dollars)
Current report
Restructuring charges in connection with the 2026 Restructuring Plan were $14 million for the first quarter of 2026. See note 13 to our condensed consolidated financial statements.
Current report
•Following the completion of the Strategic Fiber Transaction on May 1, 2026, the Company used approximately $3.3 billion of the cash proceeds from the Strategic Fiber Transaction to repay indebtedness, including all amounts then-outstanding under the 2016 Credit Facility. The Company anticipates using approximately $1.8 billion of the proceeds to repay outstanding Commercial Paper Notes as they mature during the second quarter of 2026. We expect to use the remaining proceeds from the Strategic Fiber Transaction for approximately $1.0 billion of share repurchases under the 2026 Stock Repurchase Program authorized by the board of directors on May 1, 2026, and approximately $2.1 billion of additional repayments of indebtedness over the remainder of 2026, subject to market conditions, and for general corporate purposes.
Current report
Common Stock Activity. See note 10 to our condensed consolidated financial statements for further information regarding our common stock and dividends. As discussed above, pursuant to the 2026 Stock Repurchase Program, the Company intends to use approximately $1.0 billion of the cash proceeds received from the completion of the Strategic Fiber Transaction to repurchase shares in 2026, subject to market conditions. See note 14 to our condensed consolidated financial statements for further information regarding the 2026 Stock Repurchase Program.
Removed paragraphs (15)
Previous report
◦In May 2025, we paid in full the previously outstanding Tower Revenue Notes, Series 2015-2 on the anticipated repayment date.
Previous report
◦We updated our capital allocation framework to focus more on free cash flow generation and financial flexibility, which resulted in a reduction to our dividend, beginning in the second quarter 2025. As we grow cash flows, we expect to increase our dividend per share. See note 10 to our condensed consolidated financial statements for further information regarding our common stock and dividends.
Previous report
◦In June 2024, we initiated a restructuring plan ("2024 Restructuring Plan," and together with 2023 Restructuring Plan, "Restructuring Plans") with a primary focus on our small cells and fiber solutions businesses, as part of our efforts to drive operational efficiencies, enhance returns by increasing return thresholds on new growth opportunities and reduce operating costs and capital expenditures. See note 13 to our condensed consolidated financial statements and"Item 2. MD&A—Results of Operations" for further discussion of the 2024 Restructuring Plan.
Previous report
•In December 2023, we announced a strategic and operating review of our Fiber Business, and in the second quarter of 2024, we concluded our operating review and implemented changes to our operating plans based on the findings. Additionally, in March 2025, we concluded the strategic review following the announcement of the Strategic Fiber Transaction, as discussed above. See note 13 to our condensed consolidated financial statements for further discussion of the 2024 Restructuring Plan. In addition, see note 3 to our condensed consolidated financial statements and"Item 2. MD&A—Overview"for further discussion of the pending sale of the Fiber Business.
Previous report
There were no restructuring charges recorded in the third quarter of 2025 compared to $38 million recorded during the same period in the prior year relating to the Restructuring Plans. See note 13 to our condensed consolidated financial statements.
Previous report
(b)Includes $153 million of towers non-renewals associated with Sprint Cancellations.
Previous report
Selling, general and administrative expenses for the first nine months of 2025 were $289 million and decreased by $54 million, or 16%, from $343 million during the same period in the prior year. This decrease was primarily related to the absence of advisory fees related to the proxy contest that occurred during 2024 and a decrease in employee- and facility-related costs as a result of our aforementioned restructuring activities.
Previous report
Depreciation, amortization and accretion was $520 million for the first nine months of 2025 and decreased by $32 million, or 6%, from the same period in the prior year. This decrease predominately resulted from (1) certain site rental contracts and tenant relationships intangible assets becoming fully amortized and (2) certain fixed assets becoming fully depreciated.
Previous report
There were no restructuring charges recorded in the first nine months of 2025 compared to $67 million recorded during the same period in the prior year relating to the Restructuring Plans. See note 13 to our condensed consolidated financial statements.
Previous report
Income (loss) from continuing operations was $826 million for the first nine months of 2025 compared to $853 million during the same period in the prior year. The decrease was primarily related to the aforementioned decrease in Adjusted Site Rental Gross Margin and increase in interest expense and amortization of deferred financing costs, net, which was partially offset by the absence of restructuring charges during the first nine months of 2025, aforementioned decreases in selling, general and administrative expenses and depreciation, amortization and accretion, as well as an increase in Adjusted Services and Other Gross Margin.
Previous report
Income (loss) from discontinued operations before gain (loss) from disposal, net of tax, was $637 million for the first nine months of 2025 compared to $12 million during the same period in the prior year. The increase was primarily related to a $541 million decrease in depreciation, amortization and accretion related to the ceasing of depreciation and amortization of the Fiber Business long-lived assets classified as "held for sale." In addition, an increase in revenue and the absence of restructuring charges in the first nine months of 2025 further contributed to the increase period over period. See note 13 to our condensed consolidated financial statements.
Previous report
Net income (loss) was $150 million for the first nine months of 2025 compared to $865 million during the first nine months of 2024. The decrease was primarily due to the change in income (loss) from discontinued operations, net of tax.
Previous report
Adjusted EBITDA decreased by $113 million, or 5%, from the first nine months of 2024 to the first nine months of 2025, reflecting the aforementioned decrease in Adjusted Site Rental Gross Margin, partially offset by the aforementioned decrease in selling, general and administrative expenses.
Previous report
•Upon the closing of the Strategic Fiber Transaction, which is expected to occur in the first half of 2026, the Company expects to use a portion of the cash proceeds to repay existing indebtedness and fund anticipated share repurchases.
Previous report
•During the next 12 months, while our liquidity uses are expected to exceed our cash generated by operating activities, we expect that our liquidity sources described above should be sufficient to cover our expected uses. Historically, from time to time, we have accessed the capital markets to issue debt and equity.
Reworded paragraphs (58)
Previous wording
On March 13, 2025, management signed a definitive agreement ("Strategic Fiber Agreement") to sell our 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"). Under the Strategic Fiber Agreement, we will receive $8.5 billion in aggregate cash proceeds, subject to certain closing adjustments.
Current wording
On March 13, 2025, management signed a definitive agreement ("Strategic Fiber Agreement") to sell our 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 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. See note 14 to our condensed consolidated financial statements for a further discussion of the completion of the Strategic Fiber Transaction.
Previous wording
As the Strategic Fiber Transaction represents a material strategic shift for the Company, the Fiber Business' results and net assets are presented herein as discontinued operations and comparable prior periods have been recast to reflect this change. Related to the classification of the Fiber Business as "held for sale", the Company recognized a loss from disposal of discontinued operations of $231 million and $1.3 billion, inclusive of estimated transaction fees, for the three and nine months ended September 30, 2025, respectively. The Strategic Fiber Transaction is expected to close in the first half of 2026, subject to certain closing conditions and required government and regulatory approvals. Pending the closing of the Strategic Fiber Transaction, we will continue to operate the Fiber Business in accordance with the Strategic Fiber Agreement.
Current wording
As the Strategic Fiber Transaction 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. Related to the classification of the Fiber Business as "held for sale", the Company recognized a loss from disposal of discontinued operations of $345 million and $830 million, inclusive of estimated transaction fees, for the three months ended March 31, 2026 and 2025, respectively. Through the completion of the Strategic Fiber Transaction on May 1, 2026, we continued to operate the Fiber Business in accordance with the Strategic Fiber Agreement.
Previous wording
Site rental revenues represented 94% of our third quarter 2025 consolidated net revenues. The vast majority of our site rental revenues are of a recurring nature and are derived from long-term tenant contracts.
Current wording
Site rental revenues represented 95% of our first quarter 2026 consolidated net revenues. The vast majority of our site rental revenues are of a recurring nature and are derived from long-term tenant contracts.
Previous wording
As a leading provider of towers in the U.S., our strategy is to create long-term stockholder value via a combination of (1) growing cash flows generated from our existing portfolio of towers, (2) returning a meaningful portion of our cash generated by operating activities to our common stockholders in the form of dividends and share repurchases and (3) investing capital efficiently to grow cash flows. Our strategy is based, in part, on our belief that the U.S. is the most attractive market in the world for towers. We measure our efforts to create "long-term stockholder value" by the combined payments of dividends to stockholders and growth in our per-share results. The key elements of our strategy are to:
Current wording
As a leading provider of towers in the U.S., our strategy is to create long-term stockholder value via a combination of (1) growing cash flows generated from our existing portfolio of towers, (2) returning a meaningful portion of our cash generated by operating activities to our common stockholders in the form of dividends and (3) investing capital efficiently to grow cash flows and long-term dividends per share. Our strategy is based, in part, on our belief that the U.S. is the most attractive market for tower investment with the greatest long-term growth potential. We measure our efforts to create "long-term stockholder value" by the combined payments of dividends to stockholders and growth in our per-share results. The key elements of our strategy are to:
Previous wording
•Invest capital efficiently to grow cash flows. In addition to adding tenants to our existing towers, we seek to invest our available capital, including the net cash generated by our operating activities and external financing sources, in a manner that will increase long-term stockholder value. These investments include acquisition of land interests, making improvements and structural enhancements to our existing towers, and constructing and acquiring new towers that we expect will generate future cash flow growth and attractive long-term returns by adding tenants to those assets over time.
Current wording
•Invest capital efficiently to grow cash flows and long-term dividends per share. In addition to adding tenants to existing towers, we seek to invest our available capital, including the net cash generated by our operating activities and external financing sources, in a manner that will increase long-term stockholder value on a risk-adjusted basis. These investments include constructing and acquiring new towers that we expect will generate future cash flow growth and attractive long-term returns by adding tenants to those assets over time. Our historical investments have included the following (in no particular order):
Previous wording
◦We had discretionary capital expenditures of $104 million for the nine months ended September 30, 2025. The capital expenditures predominately related to improvements to existing towers in order to support additional tenants and purchases of land underneath our towers.
Current wording
◦We had discretionary capital expenditures of $50 million for the three months ended March 31, 2026. The capital expenditures predominately related to improvements to existing towers to support additional tenants and purchases of land underneath our towers.
Previous wording
◦We expect to continue to construct and acquire new towers based on our tenants' needs and generate attractive long-term returns by adding additional tenants over time.
Current wording
◦We expect to continue to construct and acquire new towers that we anticipate will generate future cash flow growth and attractive long-term returns by adding tenants to those assets over time
Previous wording
◦As of September 30, 2025, our weighted-average remaining term was approximately six years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $28.1 billion of expected future cash inflows.
Current wording
◦As of March 31, 2026, our weighted-average remaining term was approximately five years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $23.2 billion of expected future cash inflows, exclusive of amounts due under the Master Lease Agreement and underlying agreements with DISH Wireless L.L.C ("DISH"). See"Item 2. MD&A-General Overview-Outlook Highlights" for further discussion.
Previous wording
◦For the nine months ended September 30, 2025, approximately 89% of our site rental revenues were derived from T-Mobile, AT&T and Verizon Wireless.
Current wording
◦For the three months ended March 31, 2026, approximately 93% of our site rental revenues were derived from T-Mobile, AT&T and Verizon Wireless.
Previous wording
◦For the nine months ended September 30, 2025, approximately 90% of our towers site rental gross margin and approximately 80% of our towers site rental gross margin was derived from towers located on land that we own or control for greater than 10 and 20 years, respectively. The aforementioned percentages include towers located on land that is owned, including through fee interests and perpetual easements, which represented approximately 40% of our towers site rental gross margin.
Current wording
◦For the three months ended March 31, 2026, approximately 90% of our towers Adjusted Site Rental Gross Margin and approximately 80% of our towers Adjusted Site Rental Gross Margin was derived from towers located on land that we own or control for greater than 10 and 20 years, respectively. The aforementioned percentages include towers located on land that is owned, including through fee interests and perpetual easements, which represented approximately 45% of our towers Adjusted Site Rental Gross Margin.
Previous wording
◦For the nine months ended September 30, 2025, sustaining capital expenditures represented less than 1% of net revenues.
Current wording
◦For the three months ended March 31, 2026, sustaining capital expenditures represented less than 1% of net revenues.
Previous wording
◦As of September 30, 2025, our outstanding debt had a weighted-average interest rate of 4.0% and weighted-average maturity of approximately six years (assuming the anticipated repayment date on the $750 million aggregate principal amount of 4.241% senior secured tower revenue notes ("Tower Revenue Notes, Series 2018-2").
Current wording
◦As of March 31, 2026, our outstanding debt had a weighted-average interest rate of 3.9% and weighted-average maturity of approximately six years (assuming the anticipated repayment date in July 2028 on the $750 million aggregate principal amount of 4.241% senior secured tower revenue notes ("Tower Revenue Notes, Series 2018-2").
Previous wording
◦As of September 30, 2025, 84% of our debt had fixed rate coupons.
Current wording
◦As of March 31, 2026, 79% of our debt had fixed rate coupons.
Previous wording
◦In July 2025, we repaid in full the $500 million aggregate principal amount of 1.350% senior unsecured notes on the contractual maturity date.
Current wording
◦In February 2026, we repaid in full the $900 million aggregate principal amount of 4.450% senior unsecured notes on the contractual maturity date.
Previous wording
◦Net cash provided by operating activities was $2.2 billion for the nine months ended September 30, 2025.
Current wording
◦Net cash provided by operating activities was $509 million for the three months ended March 31, 2026.
Previous wording
◦During the first quarter of 2025, we paid a common stock dividend of $1.565 and during the second and third quarters of 2025, we paid common stock dividends of $1.0625 per share, totaling approximately $1.6 billion for the nine months ended September 30, 2025.
Current wording
◦During the first quarter of 2026, we paid a common stock dividend of $1.0625 per share, totaling approximately $473 million.
Previous wording
Common Stock Activity. See note 10 to our condensed consolidated financial statements for further information regarding our common stock and dividends.
Current wording
◦As we grow cash flows, we expect to increase our dividend per share. See note 10 to our condensed consolidated financial statements for further information regarding our common stock and dividends.
Previous wording
◦In July 2023, we initiated a restructuring plan ("2023 Restructuring Plan") as part of our efforts to reduce costs to better align our operational needs with lower tower activity. See note 13 to our condensed consolidated financial statements for further discussion of the 2023 Restructuring Plan.
Current wording
◦On February 4, 2026, we initiated a restructuring plan ("2026 Restructuring Plan") as part of our efforts to enhance the efficiency and effectiveness of our tower business by reducing our headcount in continuing operations. We recorded approximately $14 million in charges for the three months ended March 31, 2026, relating to the employee headcount reduction, including severance and other one-time termination benefits. 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. See note 13 to our condensed consolidated financial statements and"Item 2. MD&A—Results of Operations" for further discussion of the 2026 Restructuring Plan.
Previous wording
We expect a year over year reduction in site rental revenues related to (1) higher towers non-renewals in 2025, which are expected to reduce site rental revenues by approximately $200 million, as a result of the T-Mobile US, Inc. and Sprint network consolidation ("Sprint Cancellations") and (2) a decline in long-term prepaid rent amortization.
Current wording
•We expect a year over year reduction in site rental revenues related to (1) approximately $220 million from the aforementioned DISH termination, and (2) a decline in long-term deferred revenue amortization.
Previous wording
The Fiber Business is predominately comprised of the assets that we previously reported under the historic Fiber segment. Following the classification of the Fiber Business as discontinued operations, we have one reportable segment that constitutes consolidated results consisting of our towers operations. Following the execution of the Strategic Fiber Agreement, the Fiber Business is treated as discontinued operations for all periods presented, because the anticipated disposal represents a strategic shift that will have a material impact on our operating results. As such, we recast results for all periods presented to reflect the Fiber Business as discontinued operations. See note 11 to our condensed consolidated financial statements for further discussion of our operating segment.
Current wording
The Fiber Business is predominately comprised of the assets that we previously reported under the historic Fiber segment. Following the classification of the Fiber Business as discontinued operations, we have one reportable segment that constitutes consolidated results consisting of our towers operations. Following the execution of the Strategic Fiber Agreement, the Fiber Business is treated as discontinued operations for all periods presented, because the anticipated disposal represents a strategic shift that will have a material impact on our operating results. As such, the results for all periods presented reflect the Fiber Business as discontinued operations. See note 11 to our condensed consolidated financial statements for further discussion of our operating segment.
Previous wording
Site rental revenues decreased $54 million, or 5%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This decrease was predominately comprised of the factors depicted in the chart below:
Current wording
Site rental revenues decreased $50 million, or 5%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This decrease was predominately comprised of the factors depicted in the chart below:
Previous wording
(b)Includes $51 million of towers non-renewals related to Sprint Cancellations.
Current wording
(b)Includes $49 million of non-renewals associated with DISH Terminations and $5 million of non-renewals related to Sprint Cancellations.
Previous wording
Site rental revenues and Adjusted Site Rental Gross Margin for the third quarter of 2025 were $1.0 billion and $767 million, respectively, compared to $1.1 billion and $823 million, respectively, in the same period in the prior year. The decrease of $54 million and $56 million in site rental revenue and Adjusted Site Rental Gross Margin, respectively, was primarily due to higher towers non-renewals as a result of the Sprint Cancellations, as well as a decrease in prepaid rent amortization, as new leasing activity and contractual cash escalators were substantially offset by a decline in the associated straight-line accounting adjustment.
Current wording
Site rental revenues and Adjusted Site Rental Gross Margin for the first quarter of 2026 were $1.0 billion and $725 million, respectively, compared to $1.0 billion and $776 million, respectively, in the same period in the prior year. The decrease of $50 million and $51 million in site rental revenue and Adjusted Site Rental Gross Margin, respectively, was primarily due to non-renewals associated with the DISH Terminations and Sprint Cancellations, as new leasing activity and contractual cash escalators were substantially offset by a decline in the associated straight-line accounting adjustment and a decrease in prepaid rent amortization.
Previous wording
Adjusted Services and Other Gross Margin was $31 million for the third quarter of 2025 and increased by $2 million from $29 million during the same period in the prior year, which is a reflection of the volume of activity from carriers' network enhancements and the volume and mix of services and other work. Our services and other offerings are of a variable nature as these revenues are not under long-term tenant contracts.
Current wording
Adjusted Services and Other Gross Margin was $24 million for the first quarter of 2026 and increased by $2 million from $22 million during the same period in the prior year, which is predominately a reflection of the volume of activity from carriers' network enhancements and the volume and mix of services and other offerings. Our services and other offerings are of a variable nature as these revenues are not under long-term tenant contracts.
Previous wording
Selling, general and administrative expenses for the third quarter of 2025 were $97 million and increased by $4 million, or 4%, from $93 million during the same period in the prior year, primarily related to certain variable employee-related costs.
Current wording
Selling, general and administrative expenses for the first quarter of 2026 were $90 million and decreased by $3 million, or 3%, from $93 million during the same period in the prior year, primarily related to certain employee-related costs following the 2026 Restructuring Plan.
Previous wording
Depreciation, amortization and accretion was $167 million for third quarter of 2025 and decreased by $14 million, or 8%, from the same period in the prior year. This decrease predominately resulted from certain fixed assets becoming fully depreciated.
Current wording
Depreciation, amortization and accretion was $172 million for first quarter of 2026 and decreased by $5 million, or 3%, from the same period in the prior year. This decrease predominately resulted from certain fixed assets becoming fully depreciated.
Previous wording
Interest expense and amortization of deferred financing costs, net were $247 million for the third quarter of 2025 and increased by $11 million, or 5%, from $236 million during the same period in the prior year. The increase predominately resulted from an increase in our outstanding indebtedness due to the financing of our discretionary capital expenditures, including those presented within discontinued operations. See note 5 to our condensed consolidated financial statements for a further discussion of our debt and "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our interest rate exposure.
Current wording
Interest expense and amortization of deferred financing costs, net were $242 million for the first quarter of 2026 and increased by $6 million, or 3%, from $236 million during the same period in the prior year. The increase predominately resulted from an increase in our outstanding indebtedness due to the financing of our discretionary capital expenditures, including those presented within discontinued operations. See note 5 to our condensed consolidated financial statements for a further discussion of our debt and"Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our interest rate exposure.
Previous wording
The provision for income taxes was $4 million for the third quarter of 2025 and increased by $1 million, or 33%, from $3 million during the same period in the prior year. For the third quarter 2025 and 2024, the effective tax rate differs from the federal statutory rate predominately due to our REIT status, including the dividends paid deduction. See note 7 to our condensed consolidated financial statements and also note 9 to our consolidated financial statements in the 2024 Form 10-K.
Current wording
The provision for income taxes was $5 million for the first quarter for both 2026 and 2025. For the first quarter 2026 and 2025, the effective tax rate differs from the federal statutory rate predominately due to our REIT status, including the dividends paid deduction. See note 7 to our condensed consolidated financial statements and also note 10 to our consolidated financial statements in the 2025 Form 10-K.
Previous wording
Income (loss) from continuing operations was $277 million for the third quarter of 2025 and decreased by $17 million, or 6%, from $294 million during the same period in the prior year. This decrease was due primarily to the aforementioned decrease in Adjusted Site Rental Gross Margin and increase in interest expense and amortization of deferred financing costs, net, being partially offset by the aforementioned decrease in depreciation, amortization, and accretion expense and the absence of restructuring charges during the three months ended September 30, 2025.
Current wording
Income (loss) from continuing operations was $220 million for the first quarter of 2026 and decreased by $64 million, or 23% from $284 million during the same period in the prior year. This decrease was due primarily to the aforementioned decrease in Adjusted Site Rental Gross Margin, increase in interest expense and amortization of deferred financing costs, net and the restructuring charges associated with the 2026 Restructuring Plan, being partially offset by the aforementioned decreases in depreciation, amortization, and accretion expense and selling, general and administrative expenses during the three months ended March 31, 2026.
Previous wording
Income (loss) from discontinued operations before gain (loss) from disposal, net of tax, was $277 million for the third quarter of 2025 compared to $9 million during the third quarter of 2024. The increase was primarily related to a $250 million decrease in depreciation, amortization and accretion related to the ceasing of depreciation and amortization of the Fiber Business long-lived assets classified as "held for sale." In addition, an increase in revenue and an absence of restructuring charges in the third quarter of 2025 compared to the same period in 2024 further contributed to the increase period over period.
Current wording
Income (loss) from discontinued operations before gain (loss) from disposal, net of tax, was $276 million for the first quarter of 2026 and increased by $194 million, from $82 million during the first quarter of 2025. The increase was primarily related to a $204 million decrease in depreciation, amortization and accretion related to the cessation of depreciation and amortization of the Fiber Business long-lived assets classified as "held for sale."
Previous wording
Gain (loss) from disposal of discontinued operations, was $231 million for the third quarter of 2025. The loss recorded for the third quarter of 2025, which primarily represents the excess of the carrying value of the Fiber Business over the purchase price, less estimated costs to sell, is predominately attributable to additional investment in the Fiber Business.
Current wording
Gain (loss) from disposal of discontinued operations was $(345) million for the first quarter of 2026 compared to $(830) million for the first quarter of 2025. The loss recorded for the first quarter of 2025 primarily represents the initial excess of the carrying value of the Fiber Business over the purchase price, less estimated costs to sell. The loss recorded for the first quarter of 2026 is predominately attributable to additional investment in the Fiber Business during the quarter.
Previous wording
Net income (loss) was $323 million for the third quarter of 2025 compared to $303 million during the third quarter of 2024. The increase was primarily due to the income (loss) from discontinued operations, net of tax being partially offset by the income (loss) from continuing operations, both of which are discussed above.
Current wording
Net income (loss) was $151 million for the first quarter of 2026 compared to $(464) million during the first quarter of 2025. The increase was primarily due to the income (loss) from discontinued operations, net of tax, being partially offset income (loss) from continuing operations, both of which are discussed above.
Previous wording
Adjusted EBITDA decreased by $59 million, or 8%, from the third quarter of 2024 to the third quarter of 2025, reflecting the aforementioned decrease in Adjusted Site Rental Gross Margin.
Current wording
Adjusted EBITDA decreased by $47 million, or 7%, from the first quarter of 2025 to the first quarter of 2026, reflecting the aforementioned decrease in Adjusted Site Rental Gross Margin.
Previous wording
General. Our core business generates revenues under long-term tenant contracts (see"Item 2. MD&A—General Overview—Overview") from the largest U.S. wireless carriers and other tenants. As a leading provider of towers in the U.S., our strategy is to create long-term stockholder value via a combination of (1) growing cash flows generated from our existing towers, (2) returning a meaningful portion of our cash generated by operating activities to our stockholders in the form of dividends and share repurchases, and (3) investing capital efficiently to grow cash flows. Our strategy is based, in part, on our belief that the U.S. is the most attractive market for towers investment with the greatest long-term growth potential. We measure our efforts to create "long-term stockholder value" by the growth in our per share results.
Current wording
General. Our core business generates revenues under long-term tenant contracts (see"Item 2. MD&A—General Overview—Overview") from the largest U.S. wireless carriers and other tenants. As a leading provider of towers in the U.S., our strategy is to create long-term stockholder value via a combination of (1) growing cash flows generated from our existing towers, (2) returning a meaningful portion of our cash generated by operating activities to our stockholders in the form of dividends and share repurchases, and (3) investing capital efficiently to grow cash flows and long-term dividends per share. Our strategy is based, in part, on our belief that the U.S. is the most attractive market for towers investment with the greatest long-term growth potential. We measure our efforts to create "long-term stockholder value" by the growth in our per share results.
Previous wording
We have engaged, and expect to continue to engage, in discretionary investments that we believe will maximize long-term stockholder value. These investments include the acquisition of land interests, making improvements and structural enhancements to our existing towers, and constructing and acquiring new towers that we expect will generate future cash flow growth and attractive long-term returns by adding tenants to those assets over time. We have recently spent, and expect to continue to spend, a significant percentage of our discretionary investments on the construction of small cells and fiber until the closing of the sale of the Fiber Business. See note 3 to our condensed consolidated financial statements and"Item 2. MD&A—General Overview"for further discussion of the pending sale of the Fiber Business. Also, see note 13 to our condensed consolidated financial statements and"Item 2. MD&A—Highlights of Business Fundamentals and Results" for a discussion of the 2024 Restructuring Plan, which resulted in, among other things, an increase in return thresholds on new growth opportunities in our small cells and fiber solutions businesses. We seek to fund our discretionary investments with both cash generated by operating activities and cash available from financing capacity, such as the use of our availability under our senior unsecured revolving credit facility ("2016 Revolver"), issuances under our commercial paper program ("CP Program"), debt financings and issuances of equity or equity-related securities, including under our 2024 ATM Program.
Current wording
We have engaged, and expect to continue to engage, in discretionary investments that we believe will maximize long-term stockholder value. These investments include the acquisition of land interests, making improvements and structural enhancements to our existing towers, and constructing and acquiring new towers that we expect will generate future cash flow growth and attractive long-term returns by adding tenants to those assets over time. Prior to the completion of the Strategic Fiber Transaction on May 1, 2026, we invested a significant percentage of our discretionary investments in the Fiber Business. See notes 3 and 14 to our condensed consolidated financial statements and"Item 2. MD&A—General Overview"for further discussion of the sale of the Fiber Business. We seek to fund our discretionary investments with both cash generated by operating activities and cash available from financing capacity, such as the use of our availability under our senior unsecured revolving credit facility ("2016 Revolver"), issuances under our commercial paper program ("CP Program"), debt financings and issuances of equity or equity-related securities, including under our 2024 ATM Program. On May 1, 2026, we entered into the 2026 Credit Facility, which replaced the 2016 Credit Facility. See note 14 to our condensed consolidated financial statements and Item 2. MD&A-General Overview for additional discussion of the 2026 Credit Facility.
Previous wording
We seek to maintain a capital structure that we believe drives long-term stockholder value and optimizes our weighted-average cost of capital, and we expect to maintain an investment grade credit profile. As of September 30, 2025, our contractual debt maturities over the next 12 months, consist of (1) short-term, unsecured commercial paper notes ("Commercial Paper Notes"), of which we had $1.9 billion outstanding as of November 4, 2025, (2) the 4.450% senior unsecured notes due February 2026 ("4.450% Senior Notes"), (3) the 3.700% senior unsecured notes due June 2026 ("3.700% Senior Notes"), (4) the 1.050% senior unsecured notes due July 2026 ("1.050% Senior Notes") and (5) principal payments on certain outstanding debt. Amounts available under our CP Program may be repaid and re-issued from time to time and we intend to maintain available commitments under our 2016 Revolver in an amount at least equal to the amount of Commercial Paper Notes outstanding.
Current wording
We seek to maintain a capital structure that we believe drives long-term stockholder value and optimizes our weighted-average cost of capital, and we expect to maintain an investment grade credit profile. As of March 31, 2026, our contractual debt maturities over the next 12 months, consisted of (1) short-term, unsecured commercial paper notes ("Commercial Paper Notes"), of which we had $1.5 billion outstanding as of May 5, 2026, (2) the 3.700% senior unsecured notes due June 2026 ("3.700% Senior Notes"), (3) the 1.050% senior unsecured notes due July 2026 ("1.050% Senior Notes"), the 4.000% senior unsecured notes due March 2027 ("4.000% Senior Notes"), the 2.900% senior unsecured notes due March 2027 ("2.900% Senior Notes") and (4) principal payments on certain outstanding debt. In connection with the completion of the Strategic Fiber Transaction on May 1, 2026, we repaid all amounts outstanding under the 2016 Credit Facility. We also intend to use a portion of the proceeds from the Strategic Fiber Transaction to repay all Commercial Paper Notes outstanding as they mature in the second quarter of 2026. Amounts available under our CP Program may be repaid and re-issued from time to time and we intend to maintain available commitments under our 2016 Revolver, and will continue to maintain available commitments under our 2026 Credit Facility subsequent to May 1, 2026, in an amount at least equal to the amount of Commercial Paper Notes outstanding.
Previous wording
(b)Availability at any point in time is subject to certain restrictions based on the maintenance of financial covenants contained in our 2016 Credit Facility. See the 2024 Form 10-K. At any point in time, we intend to maintain available commitments under our 2016 Revolver in an amount at least equal to the amount of outstanding Commercial Paper Notes. See note 5 to our condensed consolidated financial statements.
Current wording
(b)Availability at any point in time is subject to certain restrictions based on the maintenance of financial covenants contained in our 2016 Credit Facility, and subsequent to May 1, 2026, the maintenance of financial covenants contained in our 2026 Credit Facility. See the 2025 Form 10-K. At any point in time, we intend to maintain available commitments under our 2016 Revolver, and will continue to maintain available commitments under our 2026 Credit Facility subsequent to May 1, 2026, in an amount at least equal to the amount of outstanding Commercial Paper Notes. See note 5 to our condensed consolidated financial statements.
Previous wording
•Our liquidity sources may include (1) cash on hand, (2) cash generated by our operating activities, (3) availability under our 2016 Revolver, (4) issuances under our CP Program, and (5) issuances of equity pursuant to our 2024 ATM Program. Our liquidity uses over the next 12 months, are expected to include (1) debt obligations of $4.7 billion (consisting of Commercial Paper Notes, the 4.450% Senior Notes, the 3.700% Senior Notes, the 1.050% Senior Notes and principal payments on certain outstanding debt), (2) common stock dividend payments, (3) capital expenditures and (4) purchase shares of our common stock.
Current wording
•In addition to the aforementioned proceeds from the sale, our liquidity sources may include (1) cash on hand, (2) cash generated by our operating activities, (3) availability under our 2026 Credit Facility, which has replaced the 2016 Credit Facility, (4) issuances under our CP Program, and (5) issuances of equity pursuant to our 2024 ATM Program or any similar successor program. Following the repayments of indebtedness discussed above using a portion of the cash proceeds from the Strategic Fiber Transaction, our liquidity uses are expected to include (1) maturing debt obligations of $3.0 billion (consisting of the 3.700% Senior Notes, the 1.050% Senior Notes, the 4.000% Senior Notes, the 2.900% Senior Notes and principal payments on certain outstanding debt), (2) share repurchases pursuant to the 2026 Stock Repurchase Program as discussed above, (3) common stock dividend payments, subject to declaration by our board of directors (see"Item 7. MD&A—General Overview—Common Stock Dividend") included in the 2025 Form 10-K, and (4) capital expenditures.
Previous wording
•Amounts available under our CP Program may be repaid and re-issued from time to time and we intend to maintain available commitments under our 2016 Revolver in an amount at least equal to the amount of Commercial Paper Notes outstanding.
Current wording
•Amounts available under our CP Program may be repaid and re-issued from time to time and we intend to maintain available commitments under our 2016 Revolver, and will continue to maintain available commitments under our 2026 Credit Facility subsequent to May 1, 2026, in an amount at least equal to the amount of Commercial Paper Notes outstanding. Historically, from time to time, we have accessed the capital markets to issue debt and equity.
Previous wording
Net cash provided by operating activities of $2.2 billion for the first nine months of 2025 increased by $121 million, or 6%, compared to the first nine months of 2024, due primarily to a net increase from changes in working capital. Changes in working capital contribute to variability in net cash provided by operating activities, largely due to the timing of advanced payments by us and advanced receipts from tenants. We expect to grow our net cash provided by operating activities in the future (exclusive of changes in working capital) if we realize expected growth in our core business.
Current wording
Net cash provided by operating activities of $509 million for the first three months of 2026 decreased by $132 million, or 21%, compared to the first three months of 2025, due primarily to a net decrease in income from continuing operations driven by decreases in revenue stemming from DISH Terminations and increases in restructuring expenses, as discussed in Item 2. MD&A-Results of Operations, and a net decrease from changes in working capital for both continuing and discontinued operations. Changes in working capital contribute to variability in net cash provided by operating activities, largely due to the timing of advanced payments by us and advanced receipts from tenants. We expect to grow our net cash provided by operating activities in the future (exclusive of changes in working capital) if we realize expected growth in our core business.
Showing the first 40 of 58 pairs. Open the source sections for the rest.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
◦acquisitions of land interests (which primarily relate to land assets under towers);
Current report — wording carried from elsewhere
◦improvements and structural enhancements to our existing towers;
Current report — wording carried from elsewhere
Adjusted EBITDA, including the difficulty associated with comparing results among more than one company, including our competitors, and the inability to analyze certain significant items, including depreciation and interest expense, that directly affect our net income (loss). Management compensates for these limitations by considering the economic effect of the excluded expense items independently as well as in connection with their analysis of net income (loss). The reconciliation of Adjusted EBITDA to our net income (loss) is set forth below:
Rearranged previous paragraphs (11)
Previous report — wording carried elsewhere
Highlights of our results of operations for the nine months ended September 30, 2025 and 2024 are depicted below.
Previous report — wording carried elsewhere
(a)See reconciliations of these non-GAAP financial measures to net income (loss) and definition included in"Item 2. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures."
Previous report — wording carried elsewhere
Site rental revenues decreased $167 million, or 5%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This decrease was predominately comprised of the factors depicted in the chart below:
Previous report — wording carried elsewhere
(a)Represents site rental revenues growth from tenant additions across our towers and renewals or extensions of tenant contracts, exclusive of the impacts from both straight-line accounting and amortization of prepaid rent in accordance with GAAP.
Previous report — wording carried elsewhere
(c)Includes the growth or reduction in site rental revenues as a result of non-recurring contractual billings and adjustments, expense recoveries, sales credits and other amounts not captured in core leasing activity.
Previous report — wording carried elsewhere
(d)Prepaid rent amortization includes amortization of upfront payments received from long-term tenants and other deferred credits.
Previous report — wording carried elsewhere
Site rental revenues and Adjusted Site Rental Gross Margin for the first nine months of 2025 were $3.0 billion and $2.3 billion, respectively, compared to $3.2 billion and $2.5 billion, respectively, in the same period in the prior year. The decreases of $167 million and $169 million in site rental revenue and Adjusted Site Rental Gross Margin, respectively, were primarily due to higher towers non-renewals as a result of the Sprint Cancellations as well as a decrease in prepaid rent amortization, as new leasing activity and contractual cash escalators were partially offset by a decline in the associated straight-line accounting adjustment.
Previous report — wording carried elsewhere
Adjusted Services and Other Gross Margin was $82 million for the first nine months of 2025 and increased by $15 million from $67 million during the same period in the prior year, which is a reflection of the volume of activity from carriers' network enhancements and the volume and mix of services and other work. Our services and other offerings are of a variable nature as these revenues are not under long-term tenant contracts.
Previous report — wording carried elsewhere
Interest expense and amortization of deferred financing costs, net were $726 million for the first nine months of 2025 and increased by $34 million, or 5%, from $692 million during the same period in the prior year. The increase predominately resulted from an increase in our outstanding indebtedness due to the financing of our discretionary capital expenditures, including those presented within discontinued operations. See note 5 to our condensed consolidated financial statements for a further discussion of our debt and "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our interest rate exposure.
Previous report — wording carried elsewhere
The provision for income taxes was $13 million for the first nine months of 2025 and decreased by $1 million or 7%, from $14 million during the same period in the prior year For both periods, the effective tax rate differs from the federal statutory rate predominately due to our REIT status, including the dividends paid deduction. See note 7 to our condensed consolidated financial statements and also note 9 to our consolidated financial statements in the 2024 Form 10-K.
Previous report — wording carried elsewhere
Gain (loss) from disposal of discontinued operations was $(1.3) billion for the first nine months of 2025. The loss was primarily related to the classification during the first quarter of 2025 of the Fiber Business as "held for sale" and the additional investment in the Fiber Business during the second and third quarter of 2025. The loss represents the excess of the carrying value of the Fiber Business over the purchase price, less estimated costs to sell.