Management's explanation of the reported results — what drove revenue, margins, and cash flow — from the annual 10-K filing (Item 7, MD&A).
The text below is reproduced verbatim from CCI’s SEC filing. See also CCI’s supply chain and financial statements.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
General Overview
Overview
We own, operate and lease shared communications infrastructure. See "Item 1. Business" for a further discussion of our business, including our long-term strategy, our REIT status, certain key terms of our tenant contracts and growth trends in the demand for data. On March 13, 2025, management signed the Strategic Fiber Agreement to sell our Fiber Business, with Zayo acquiring the fiber solutions business and EQT acquiring the small cell business. Under the Strategic Fiber Agreement, we will receive $8.5 billion in aggregate, subject to certain closing adjustments. The Strategic Fiber Transaction is expected to close in the first half of 2026, subject to certain closing conditions and regulatory approvals. See "Item 1. Business—Overview" for further discussion of the pending sale of the Fiber Business. 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 and comparable prior periods have been recast to reflect this change. Related to the classification of the Fiber Business as "held for sale", we have recognized a loss from disposal of discontinued operations of approximately $1.6 billion, inclusive of estimated transaction fees, for the year ended December 31, 2025. Following the classification of the Fiber Business as discontinued operations, we have one reportable segment that constitutes consolidated results of our tower operations. See notes 3 and 15 to our consolidated financial statements for a discussion of discontinued operations and our operating segment. Unless otherwise noted, all activities and amounts reported in this document relate to continuing operations and exclude activities and amounts related to discontinued operations.
Highlights of Business Fundamentals and Results
•Site rental revenues represented 95% of our 2025 net revenues. The vast majority of our site rental revenues is of a recurring nature and has been contracted for in prior years.•We operate as a REIT for U.S. federal income tax purposes (see "Item 1. Business—REIT Status" and notes 2 and 10 to our consolidated financial statements)•Potential growth resulting from the increasing demand for data ◦We expect existing and potential new tenant demand for our towers will result from (1) new technologies, (2) increased usage of mobile entertainment, mobile internet, and machine-to-machine applications, (3) adoption of other emerging and embedded wireless devices (including smartphones, laptops, tablets, wearables and other devices), (4) increasing smartphone penetration, (5) wireless carrier focus on expanding both network quality and capacity, (6) the adoption of other bandwidth-intensive applications (such as cloud services, artificial intelligence and video communications), (7) the availability of additional spectrum and (8) increased government initiatives to support connectivity throughout the U.S.◦We expect U.S. wireless carriers will continue to focus on improving network quality and expanding capacity (including through 5G initiatives). We believe our towers provide an efficient and cost-effective solution to our wireless tenants' growing infrastructure needs. ◦Tenant additions on our towers are achieved at a low incremental operating cost, delivering high incremental returns. ◦Substantially all of our towers can accommodate additional tenancy, either as currently constructed or with appropriate modifications.•Returning cash flows provided by operations to stockholders in the form of dividends (see also "Item 1. Business—Strategy")◦During 2025, we paid common stock dividends totaling approximately $2.1 billion. •Investing capital efficiently to grow cash flows ◦We had discretionary capital expenditures of $149 million for the year ended December 31, 2025, predominately related to improvements to existing towers to support additional tenants and purchases of land underneath our towers. ◦We expect to continue to construct and acquire 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 expect to continue to acquire land interests relating to land under our towers.•Site rental revenues under long-term tenant contracts◦Our tenant contracts have initial terms generally between five to 15 years with contractual escalators and multiple renewal periods generally between five to 10 years each, exercisable at the option of the tenant. ◦As of December 31, 2025, our weighted-average remaining term was approximately six years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $23.7 billion of expected future cash inflows, exclusive of amounts due under the Master Lease Agreement and underlying agreements with DISH. See "Item 7. MD&A—General Overview—Outlook Highlights" for further discussion. •Majority of our revenues from large wireless carriers ◦For the year ended December 31, 2025, approximately 90% of our site rental revenues were derived from T-Mobile, AT&T and Verizon Wireless. See "Item 1A. Risk Factors" and note 15 to our consolidated financial statements for a further discussion of our largest customers.◦During 2025, our site rental revenues decreased approximately $200 million as a result of non-renewals related to the network consolidation of T-Mobile and Sprint.•Majority of land under our towers under long-term control ◦For the year ended December 31, 2025, 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 40% of our towers Adjusted Site Rental Gross Margin.•Minimal sustaining capital expenditure requirements ◦For the year ended December 31, 2025, sustaining capital expenditures represented less than 1% of net revenues. •Debt portfolio with long-dated maturities extended over multiple years, with the vast majority of such debt having a fixed rate (see note 8 to our consolidated financial statements and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt)◦As of December 31, 2025, our outstanding debt had a weighted average interest rate of 3.9% and weighted average maturity of approximately six years (assuming anticipated repayment dates on certain debt).◦As of December 31, 2025, 84% of our debt has fixed rate coupons.◦Our debt service coverage and leverage ratios are within their respective financial maintenance covenants. See "Item 7. MD&A—Liquidity and Capital Resources—Debt Covenants" for a further discussion of our debt covenants.•During 2025, we repaid in full certain of our debt (see note 8 to our consolidated financial statements and "Item 7. MD&A—Liquidity and Capital Resources—Financing Activities" for further discussion of our debt transactions)•Significant cash flows from operations ◦Net cash provided by operating activities was $3.1 billion for the year ended December 31, 2025.◦In addition to the positive impact of contractual escalators, we expect to grow our core business of providing access to our towers as a result of future anticipated additional demand. •2023 and 2024 Restructuring Plans◦There were no restructuring charges in 2025 relating to either the 2023 Restructuring Plan or the 2024 Restructuring Plan. See note 17 to our consolidated financial statements for further discussion of the 2023 Restructuring Plan and 2024 Restructuring Plan.
Common Stock Dividend
During the first quarter of the year ended 2025, we paid a common stock dividend of $1.565 per share and during each of the following three quarters, we paid a common stock dividend of $1.0625 per share, totaling approximately $2.1 billion. We have updated our capital allocation framework to focus more on free cash flow generation and financial flexibility, which primarily drove our decision to reduce our dividend in the second quarter of 2025. As we grow cash flows, we expect to increase our dividend per share. Whether dividends are to be declared and the amount and timing thereof remain subject to the discretion of our board of directors. See note 11 to our consolidated financial statements.
Outlook Highlights
The following are certain highlights of our outlook that impact our business fundamentals described above.•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. 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 revenues from DISH.•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.•In February 2026, we initiated a restructuring plan ("2026 Restructuring Plan") as part of our efforts to enhance the efficiency and effectiveness of our tower business.◦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. See "Item 1A. Risk Factors" for a discussion of risks related to our restructuring activities.•Following the closure of the Strategic Fiber Transaction, which is expected to occur in the first half of 2026, we expect to use the proceeds from the sale to repurchase approximately $1 billion of shares and approximately $7 billion of debt.◦As a result of the expected $7 billion repayment of debt, our 2026 interest expense is expected to decrease.•Notwithstanding the plan to sell our Fiber Business, we expect to continue to invest a significant amount of our available capital in the form of discretionary capital expenditures in the Fiber Business until the closing of the Strategic Fiber Transaction.
Overview
We own, operate and lease shared communications infrastructure. See "Item 1. Business" for a further discussion of our business, including our long-term strategy, our REIT status, certain key terms of our tenant contracts and growth trends in the demand for data. On March 13, 2025, management signed the Strategic Fiber Agreement to sell our Fiber Business, with Zayo acquiring the fiber solutions business and EQT acquiring the small cell business. Under the Strategic Fiber Agreement, we will receive $8.5 billion in aggregate, subject to certain closing adjustments. The Strategic Fiber Transaction is expected to close in the first half of 2026, subject to certain closing conditions and regulatory approvals. See "Item 1. Business—Overview" for further discussion of the pending sale of the Fiber Business. 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 and comparable prior periods have been recast to reflect this change. Related to the classification of the Fiber Business as "held for sale", we have recognized a loss from disposal of discontinued operations of approximately $1.6 billion, inclusive of estimated transaction fees, for the year ended December 31, 2025. Following the classification of the Fiber Business as discontinued operations, we have one reportable segment that constitutes consolidated results of our tower operations. See notes 3 and 15 to our consolidated financial statements for a discussion of discontinued operations and our operating segment. Unless otherwise noted, all activities and amounts reported in this document relate to continuing operations and exclude activities and amounts related to discontinued operations.
Highlights of Business Fundamentals and Results
•Site rental revenues represented 95% of our 2025 net revenues. The vast majority of our site rental revenues is of a recurring nature and has been contracted for in prior years.•We operate as a REIT for U.S. federal income tax purposes (see "Item 1. Business—REIT Status" and notes 2 and 10 to our consolidated financial statements)•Potential growth resulting from the increasing demand for data ◦We expect existing and potential new tenant demand for our towers will result from (1) new technologies, (2) increased usage of mobile entertainment, mobile internet, and machine-to-machine applications, (3) adoption of other emerging and embedded wireless devices (including smartphones, laptops, tablets, wearables and other devices), (4) increasing smartphone penetration, (5) wireless carrier focus on expanding both network quality and capacity, (6) the adoption of other bandwidth-intensive applications (such as cloud services, artificial intelligence and video communications), (7) the availability of additional spectrum and (8) increased government initiatives to support connectivity throughout the U.S.◦We expect U.S. wireless carriers will continue to focus on improving network quality and expanding capacity (including through 5G initiatives). We believe our towers provide an efficient and cost-effective solution to our wireless tenants' growing infrastructure needs. ◦Tenant additions on our towers are achieved at a low incremental operating cost, delivering high incremental returns. ◦Substantially all of our towers can accommodate additional tenancy, either as currently constructed or with appropriate modifications.•Returning cash flows provided by operations to stockholders in the form of dividends (see also "Item 1. Business—Strategy")◦During 2025, we paid common stock dividends totaling approximately $2.1 billion. •Investing capital efficiently to grow cash flows ◦We had discretionary capital expenditures of $149 million for the year ended December 31, 2025, predominately related to improvements to existing towers to support additional tenants and purchases of land underneath our towers. ◦We expect to continue to construct and acquire 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 expect to continue to acquire land interests relating to land under our towers.•Site rental revenues under long-term tenant contracts◦Our tenant contracts have initial terms generally between five to 15 years with contractual escalators and multiple renewal periods generally between five to 10 years each, exercisable at the option of the tenant. ◦As of December 31, 2025, our weighted-average remaining term was approximately six years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $23.7 billion of expected future cash inflows, exclusive of amounts due under the Master Lease Agreement and underlying agreements with DISH. See "Item 7. MD&A—General Overview—Outlook Highlights" for further discussion. •Majority of our revenues from large wireless carriers ◦For the year ended December 31, 2025, approximately 90% of our site rental revenues were derived from T-Mobile, AT&T and Verizon Wireless. See "Item 1A. Risk Factors" and note 15 to our consolidated financial statements for a further discussion of our largest customers.◦During 2025, our site rental revenues decreased approximately $200 million as a result of non-renewals related to the network consolidation of T-Mobile and Sprint.•Majority of land under our towers under long-term control ◦For the year ended December 31, 2025, 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 40% of our towers Adjusted Site Rental Gross Margin.•Minimal sustaining capital expenditure requirements ◦For the year ended December 31, 2025, sustaining capital expenditures represented less than 1% of net revenues. •Debt portfolio with long-dated maturities extended over multiple years, with the vast majority of such debt having a fixed rate (see note 8 to our consolidated financial statements and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt)◦As of December 31, 2025, our outstanding debt had a weighted average interest rate of 3.9% and weighted average maturity of approximately six years (assuming anticipated repayment dates on certain debt).◦As of December 31, 2025, 84% of our debt has fixed rate coupons.◦Our debt service coverage and leverage ratios are within their respective financial maintenance covenants. See "Item 7. MD&A—Liquidity and Capital Resources—Debt Covenants" for a further discussion of our debt covenants.•During 2025, we repaid in full certain of our debt (see note 8 to our consolidated financial statements and "Item 7. MD&A—Liquidity and Capital Resources—Financing Activities" for further discussion of our debt transactions)•Significant cash flows from operations ◦Net cash provided by operating activities was $3.1 billion for the year ended December 31, 2025.◦In addition to the positive impact of contractual escalators, we expect to grow our core business of providing access to our towers as a result of future anticipated additional demand. •2023 and 2024 Restructuring Plans◦There were no restructuring charges in 2025 relating to either the 2023 Restructuring Plan or the 2024 Restructuring Plan. See note 17 to our consolidated financial statements for further discussion of the 2023 Restructuring Plan and 2024 Restructuring Plan.
Common Stock Dividend
During the first quarter of the year ended 2025, we paid a common stock dividend of $1.565 per share and during each of the following three quarters, we paid a common stock dividend of $1.0625 per share, totaling approximately $2.1 billion. We have updated our capital allocation framework to focus more on free cash flow generation and financial flexibility, which primarily drove our decision to reduce our dividend in the second quarter of 2025. As we grow cash flows, we expect to increase our dividend per share. Whether dividends are to be declared and the amount and timing thereof remain subject to the discretion of our board of directors. See note 11 to our consolidated financial statements.
Outlook Highlights
The following are certain highlights of our outlook that impact our business fundamentals described above.•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. 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 revenues from DISH.•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.•In February 2026, we initiated a restructuring plan ("2026 Restructuring Plan") as part of our efforts to enhance the efficiency and effectiveness of our tower business.◦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. See "Item 1A. Risk Factors" for a discussion of risks related to our restructuring activities.•Following the closure of the Strategic Fiber Transaction, which is expected to occur in the first half of 2026, we expect to use the proceeds from the sale to repurchase approximately $1 billion of shares and approximately $7 billion of debt.◦As a result of the expected $7 billion repayment of debt, our 2026 interest expense is expected to decrease.•Notwithstanding the plan to sell our Fiber Business, we expect to continue to invest a significant amount of our available capital in the form of discretionary capital expenditures in the Fiber Business until the closing of the Strategic Fiber Transaction.
Results of Operations
The following discussion of our results of operations for 2025 compared to 2024 should be read in conjunction with "Item 1. Business," "Item 7. MD&A—Liquidity and Capital Resources" and our consolidated financial statements. For a discussion of our results of operations and financial condition for 2024 compared to 2023 that is not included in this 2025 Form 10-K, see "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 14, 2025.The following discussion of our results of operations is based on our consolidated financial statements prepared in accordance with GAAP, which requires us to make estimates and judgments that affect the reported amounts (see "Item 7. MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" and note 2 to our consolidated financial statements). See "Item 7. MD&A—Accounting and Reporting Matters—Non-GAAP Financial Measures" for a discussion of our use of (1) Adjusted Site Rental Gross Margin and (2) Adjusted Services and Other Gross Margin, including their respective definitions and (3) Adjusted EBITDA, including its definition and a reconciliation to net income (loss).Highlights of our results of operations for 2025, 2024 and 2023 are depicted below: [Table with ~7 rows, ~36 numbers, and 431 characters.] (a)See reconciliations of these non-GAAP financial measures to net income (loss) and definitions included in "Item 7. MD&A—Accounting and Reporting Matters—Non-GAAP.
2025 and 2024
Total site rental revenues for 2025 decreased by $219 million, or 5%, from 2024. This decrease was predominately comprised of the factors depicted in the chart below:
(In millions of dollars; components may not sum to totals due to rounding)
(a)Represents site rental revenues growth from tenant additions across our entire portfolio and renewals or extensions of tenant contracts, exclusive of the impacts from both straight-line accounting and amortization of prepaid rent in accordance with GAAP.(b)Includes $204 million of non-renewals associated with the T-Mobile and Sprint network consolidation.Site rental revenues and Adjusted Site Rental Gross Margin for 2025 were $4.0 billion and $3.1 billion, respectively, compared to $4.3 billion and $3.3 billion, respectively, for 2024. The decrease of $219 million and $231 million in site rental revenue and Adjusted Site Rental Gross Margin, respectively, was primarily due to higher non-renewals of $204 million as a result of the T-Mobile and Sprint network consolidation, as well as a decrease in prepaid rent amortization of $61 million, as new leasing activity and contractual cash escalators were substantially offset by a decline in the associated straight-line accounting adjustment. Adjusted Services and Other Gross Margin was $107 million for 2025 and increased by $16 million from $91 million from 2024, which is a reflection of 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. Selling, general and administrative expenses for 2025 were $383 million and decreased by $52 million, or 12%, from $435 million from 2024. The decrease in selling, general and administrative expenses was related to a decrease in legal and consulting expense, primarily related to our recent proxy contest in 2024, and a decrease in employee- and facility-related costs as a result of our aforementioned restructuring activities of the 2023 and 2024 Restructuring Plans.Depreciation, amortization and accretion was approximately $690 million for 2025 and decreased by $46 million, or 6%, from 2024. This decrease predominately resulted from certain fixed assets and site rental contracts and tenant relationships intangible assets becoming fully depreciated or amortized, respectively.There were no restructuring charges recorded in connection with the 2023 and 2024 Restructuring Plans during 2025 compared to $70 million recorded during 2024. The actions associated with the 2023 and 2024 Restructuring Plans were substantially completed and the related charges were recorded by December 31, 2024. See note 17 to our consolidated financial statements for further discussion of our 2023 and 2024 Restructuring Plans.Interest expense and amortization of deferred financing costs, net was $972 million for 2025 and increased by $40 million, or 4%, from $932 million during 2024. 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 8 to our consolidated financial statements, "Item 1A. Risk Factors" and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt and interest rate exposure.The provision for income taxes for 2025 and 2024 were $16 million and $18 million, respectively. For both 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 "Item 1. Business—REIT Status," "Item 7. MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" and note 10 to our consolidated financial statements. Income (loss) from continuing operations was $1.1 billion during 2025 compared to $1.2 billion during 2024. The decrease was related to the previously-mentioned decreases in site rental revenues, the previously-mentioned increases in interest expense and amortization of deferred financing costs, net, while being partially offset by a decrease in restructuring charges, depreciation, amortization and accretion expense and selling, general, and administrative expenses.Income (loss) from discontinuing operations before gain (loss) from disposal, net of tax, was $916 million during 2025 compared to $(5,065) million during 2024. The increase was primarily driven by the absence of a $106 million asset write-down charge and $5.0 billion goodwill impairment charge, both of which occurred in 2024. In addition, there was a 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."Gain (loss) from disposal of discontinued operations was $(1.6) billion during 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 remainder of 2025. The loss represents the excess of the carrying value of the Fiber Business over the purchase price, less estimated costs to sell.Net income (loss) was $444 million during 2025 compared to $(3,903) million during 2024. The increase was primarily due to the change in income (loss) from discontinued operations, net of tax of $4.4 billion, primarily due to the absence of the previously mentioned $5.0 billion goodwill impairment charge recorded in 2024.Adjusted EBITDA decreased by $172 million, or 6%, from 2024 to 2025, reflecting the previously mentioned decreases in site rental revenue, partially offset by previously mentioned decreases in selling, general, and administrative expenses and increase in Adjusted Services and Other Gross Margin.
2025 and 2024
Total site rental revenues for 2025 decreased by $219 million, or 5%, from 2024. This decrease was predominately comprised of the factors depicted in the chart below:
(In millions of dollars; components may not sum to totals due to rounding)
(a)Represents site rental revenues growth from tenant additions across our entire portfolio and renewals or extensions of tenant contracts, exclusive of the impacts from both straight-line accounting and amortization of prepaid rent in accordance with GAAP.(b)Includes $204 million of non-renewals associated with the T-Mobile and Sprint network consolidation.Site rental revenues and Adjusted Site Rental Gross Margin for 2025 were $4.0 billion and $3.1 billion, respectively, compared to $4.3 billion and $3.3 billion, respectively, for 2024. The decrease of $219 million and $231 million in site rental revenue and Adjusted Site Rental Gross Margin, respectively, was primarily due to higher non-renewals of $204 million as a result of the T-Mobile and Sprint network consolidation, as well as a decrease in prepaid rent amortization of $61 million, as new leasing activity and contractual cash escalators were substantially offset by a decline in the associated straight-line accounting adjustment. Adjusted Services and Other Gross Margin was $107 million for 2025 and increased by $16 million from $91 million from 2024, which is a reflection of 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. Selling, general and administrative expenses for 2025 were $383 million and decreased by $52 million, or 12%, from $435 million from 2024. The decrease in selling, general and administrative expenses was related to a decrease in legal and consulting expense, primarily related to our recent proxy contest in 2024, and a decrease in employee- and facility-related costs as a result of our aforementioned restructuring activities of the 2023 and 2024 Restructuring Plans.Depreciation, amortization and accretion was approximately $690 million for 2025 and decreased by $46 million, or 6%, from 2024. This decrease predominately resulted from certain fixed assets and site rental contracts and tenant relationships intangible assets becoming fully depreciated or amortized, respectively.There were no restructuring charges recorded in connection with the 2023 and 2024 Restructuring Plans during 2025 compared to $70 million recorded during 2024. The actions associated with the 2023 and 2024 Restructuring Plans were substantially completed and the related charges were recorded by December 31, 2024. See note 17 to our consolidated financial statements for further discussion of our 2023 and 2024 Restructuring Plans.Interest expense and amortization of deferred financing costs, net was $972 million for 2025 and increased by $40 million, or 4%, from $932 million during 2024. 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 8 to our consolidated financial statements, "Item 1A. Risk Factors" and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt and interest rate exposure.The provision for income taxes for 2025 and 2024 were $16 million and $18 million, respectively. For both 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 "Item 1. Business—REIT Status," "Item 7. MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" and note 10 to our consolidated financial statements. Income (loss) from continuing operations was $1.1 billion during 2025 compared to $1.2 billion during 2024. The decrease was related to the previously-mentioned decreases in site rental revenues, the previously-mentioned increases in interest expense and amortization of deferred financing costs, net, while being partially offset by a decrease in restructuring charges, depreciation, amortization and accretion expense and selling, general, and administrative expenses.Income (loss) from discontinuing operations before gain (loss) from disposal, net of tax, was $916 million during 2025 compared to $(5,065) million during 2024. The increase was primarily driven by the absence of a $106 million asset write-down charge and $5.0 billion goodwill impairment charge, both of which occurred in 2024. In addition, there was a 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."Gain (loss) from disposal of discontinued operations was $(1.6) billion during 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 remainder of 2025. The loss represents the excess of the carrying value of the Fiber Business over the purchase price, less estimated costs to sell.Net income (loss) was $444 million during 2025 compared to $(3,903) million during 2024. The increase was primarily due to the change in income (loss) from discontinued operations, net of tax of $4.4 billion, primarily due to the absence of the previously mentioned $5.0 billion goodwill impairment charge recorded in 2024.Adjusted EBITDA decreased by $172 million, or 6%, from 2024 to 2025, reflecting the previously mentioned decreases in site rental revenue, partially offset by previously mentioned decreases in selling, general, and administrative expenses and increase in Adjusted Services and Other Gross Margin.
Liquidity and Capital Resources
Overview
General. Our core business generates revenues under long-term tenant contracts (see "Item 1. Business—Overview" and "Item 7. MD&A—General Overview—Overview") from the largest U.S. wireless carriers and other towers 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. See "Item 1. Business—Strategy" for a further discussion of our strategy. We have engaged, and expect to continue to engage, in discretionary investments that we believe will maximize long-term stockholder value. These investments include the acquisition of land interests, making improvements, 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 consolidated financial statements and "Item 7. MD&A—General Overview" for further discussion of the pending 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 2016 Revolver, issuances under our CP Program, debt financings and issuances of equity or equity-related securities, including under our 2024 ATM Program or any similar successor program. We seek to maintain a capital structure that we believe drives long-term stockholder value and optimizes our weighted-average cost of capital. Additionally, we expect to maintain an investment grade credit profile. As of December 31, 2025, our contractual debt maturities over the next 12 months consist of (1) Commercial Paper Notes, of which we had $1.9 billion outstanding as of February 19, 2026, (2) the 4.450%, 3.700%, and 1.050% senior unsecured notes due February, June and July 2026, respectively ("4.450% Senior Notes", "3.700% Senior Notes", and "1.050% Senior Notes") and (3) 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.We operate as a REIT for U.S. federal income tax purposes. We expect to continue to pay minimal cash income taxes as a result of our REIT status and our NOLs. See "Item 1. Business—REIT Status," "Item 7. MD&A—General Overview" and note 10 to our consolidated financial statements.Liquidity Position. The following is a summary of our capitalization and liquidity position as of December 31, 2025. See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" and note 8 to our consolidated financial statements for additional information regarding our debt as well as note 11 to our consolidated financial statements for additional information regarding our 2024 ATM Program. [Table with ~5 rows, ~5 numbers, and 226 characters.] (a)Inclusive of $5 million included within "Other assets, net" on our consolidated balance sheet.(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. 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 8 to our consolidated financial statements.As of December 31, 2025, over the next 12 months: •Following the closure of the Strategic Fiber Transaction, which is expected to occur in the first half of 2026, we expect to use the proceeds from the sale to repurchase approximately $1 billion of shares and repay approximately $7 billion of debt. Future share repurchases are subject to the discretion and approval of our board of directors. ◦Upon closure, we do not expect that the absence of cash flows from the Fiber Business will have an adverse impact on our liquidity position. While the Fiber Business generated cash inflows from operating activities, such cash inflows were generally offset by cash used for investing activities due to significant discretionary capital expenditures. As a result, the Fiber Business did not historically provide net liquidity to our Company.•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 2016 Revolver, (4) issuances under our CP Program, and (5) issuances of equity pursuant to our 2024 ATM Program or any similar successor program. Our liquidity uses are expected to include (1) maturing 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) additional debt paydowns using the proceeds from the sale discussed above, (3) share repurchases as discussed above, (4) common stock dividend payments, subject to declaration by our board of directors (see "Item 7. MD&A—General Overview—Common Stock Dividend"), and (5) capital expenditures. •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. Historically, from time to time, we have accessed the capital markets to issue debt and equity.•See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a discussion of interest rate risk and note 8 to our consolidated financial statements for a tabular presentation of our debt maturities and a discussion of anticipated repayment dates.
Summary Cash Flows Information
[Table with ~7 rows, ~21 numbers, and 439 characters.]
Operating Activities
The increase in net cash provided by operating activities of $114 million from 2024 to 2025 was driven by a $52 million increase in net cash provided by continuing operations and $62 million increase in net cash provided by discontinued operations. The $52 million increase in net cash provided by continuing operations is due primarily to a net increase from changes in working capital partially offset by the aforementioned decrease in Adjusted Site Rental Gross Margin. 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.The increase of $62 million in net cash provided by discontinued operations is due primarily to increased operating profit of our Fiber Business and a net increase from changes in working capital.
Investing Activities
Net cash used for investing activities for 2025 decreased by $62 million from 2024, driven by a $3 million increase in net cash used for investing by continuing operations and $65 million decrease in net cash used for discontinuing operations.Our capital expenditures are categorized as discretionary or sustaining as described below.•Discretionary capital expenditures relating to continuing operations are those made with respect to activities which we believe exhibit sufficient potential to enhance long-term stockholder value. Discretionary capital expenditures, including with respect to discontinued operations, primarily consist of expansion or development of our communications infrastructure (including capital expenditures related to (1) enhancing communications infrastructure in order to add new tenants for the first time or support subsequent tenant equipment augmentations or (2) modifying the structure of a communications infrastructure asset to accommodate additional tenants) and construction of new communications infrastructure. Discretionary capital expenditures also include purchases of land interests (which primarily relate to land assets under towers as we seek to manage our interests in the land beneath our towers), certain technology-related investments necessary to support and scale future customer demand for our communications infrastructure, and other capital projects. The expansion or development of existing communications infrastructure to accommodate new leasing typically varies based on, among other factors: (1) the type of communications infrastructure, (2) the scope, volume, and mix of work performed on the communications infrastructure, (3) existing capacity prior to installation, or (4) changes in structural engineering regulations and standards. Currently, construction of new communications infrastructure is predominately comprised of the construction of small cells and fiber (including certain construction projects that may take 18 to 36 months to complete). Our decisions regarding discretionary capital expenditures are influenced by the availability and cost of capital and expected returns on alternative uses of cash, such as payments of dividends and investments. •Sustaining capital expenditures consist of those capital expenditures (including with respect to discontinued operations) not otherwise categorized as discretionary capital expenditures, such as (1) maintenance capital expenditures on our communications infrastructure assets that enable our tenants' ongoing quiet enjoyment of the communications infrastructure and (2) ordinary corporate capital expenditures.A summary of our capital expenditures for continuing operations for the last three years is as follows: [Table with ~6 rows, ~16 numbers, and 216 characters.] (a)Includes $7 million, $12 million and $32 million of capital expenditures incurred during the years ended December 31, 2025, 2024 and 2023, respectively, in connection with tenant installations and upgrades on our towers.The $65 million reduction in discretionary capital expenditures for our discontinued operations during 2025 compared to the same period in 2024 was primarily related to the higher return thresholds on new growth opportunities as a result of the review of the Fiber Business completed in the second quarter of 2024. The discretionary capital expenditures for our continuing operations were relatively stable as tower investments related to tenant activity were offset by an increase in land purchases under our towers.
Financing Activities
We seek to allocate cash generated by our operations in a manner that will enhance long-term stockholder value, which may include various financing activities such as (in no particular order): (1) paying dividends on our common stock, subject to declaration by our board of directors, (2) purchasing our common stock or (3) purchasing, repaying, or redeeming our debt. See "Item 7. MD&A—General Overview—Common Stock Dividend," "Item 7. MD&A—Liquidity and Capital Resources—Overview" and notes 8 and 11 to our consolidated financial statements. In 2025, our financing activities predominately related to the following: •paying an aggregate of $2.1 billion in dividends on our common stock;•repaying in full the previously outstanding Tower Revenue Notes, Series 2015-2 on the anticipated repayment date in May 2025;•repaying in full the previously outstanding 1.350% senior unsecured notes on the contractual maturity date in July 2025; and•net borrowings under our revolving credit facility and net issuances under our commercial paper program, which collectively were used for general corporate purposes.In 2024, our financing activities predominately related to the following:•paying an aggregate of $2.7 billion in dividends on our common stock;•repaying in full the previously outstanding 3.200% senior unsecured notes on the contractual maturity date in September 2024; and•issuing $550 million aggregate principal amount of 4.900% senior unsecured notes and $700 million aggregate principal amount of 5.200% senior unsecured notes in August 2024, the net proceeds of which were used to repay a portion of the outstanding indebtedness under our CP Program and pay related fees and expenses.Incurrence, Purchases and Repayments of Debt. See note 8 to our consolidated financial statements, "Item 7. MD&A—General Overview" and "Item 7. MD&A—Liquidity and Capital Resources—Overview—Liquidity Position" for further discussion of our recent issuances, purchases, redemptions and repayments of debt.Common Stock. See note 11 to our consolidated financial statements for further information regarding our common stock as well as dividends declared and paid. ATM Program. We previously maintained a 2021 ATM Program through which we had the right to issue and sell shares of our common stock having an aggregate gross sales price of up to $750 million to or through sales agents. In March 2024, we terminated the formerly outstanding 2021 ATM Program with the entire gross sales price of $750 million remaining unsold.In March 2024, we established the 2024 ATM Program through which we may issue and sell shares of our common stock having an aggregate gross sales price of up to $750 million. Sales under the 2024 ATM Program, or any similar successor program, may be made by means of ordinary brokers' transactions on the New York Stock Exchange ("NYSE") or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or, subject to our specific instructions, at negotiated prices. We intend to use the net proceeds from any sales under the 2024 ATM Program, or any similar successor program, for general corporate purposes, which may include (1) the funding of future acquisitions or investments or (2) the repayment or repurchase of any outstanding indebtedness. We have not sold any shares of common stock under the 2024 ATM Program. See also note 11 to our consolidated financial statements. As of February 19, 2026, we had $750 million of gross sales of common stock availability remaining on our 2024 ATM Program. Credit Facility. See note 8 to our consolidated financial statements for further information regarding our 2016 Credit Facility. As of February 19, 2026, we had an outstanding balance under our 2016 Revolver of $1.8 billion and maintained $5.2 billion in undrawn availability. The proceeds from our 2016 Revolver may be used for general corporate purposes, which may include the financing of capital expenditures, acquisitions, the repayment or repurchase of any outstanding indebtedness and purchases of our common stock.Commercial Paper Program. See note 8 to our consolidated financial statements for further information regarding our CP Program. As of February 19, 2026, there was $1.9 billion outstanding under our CP Program. The proceeds from our Commercial Paper Notes may be used for general corporate purposes, which may include the financing of capital expenditures, acquisitions, the repayment or repurchase of any outstanding indebtedness and purchases of our common stock.Restricted Cash and Cash Equivalents. Pursuant to the indentures governing certain of our operating companies' debt securities, all rental cash receipts of the issuers of these debt instruments and their subsidiaries are restricted and held by an indenture trustee. The restricted cash and cash equivalents in excess of required reserve balances is subsequently released to us in accordance with the terms of the indentures. See also note 2 to our consolidated financial statements.
Material Cash Requirements
The following table summarizes our material cash requirements as of December 31, 2025. These material cash requirements relate primarily to our outstanding borrowings or lease obligations for land interests under our towers. The debt maturities reflect contractual maturity dates and do not consider the impact of the principal payments that will commence following the anticipated repayment dates of certain debt (see footnote (b)). The debt and interest payments on debt below do not consider the aforementioned expected use of proceeds from the closure of the Strategic Fiber Transaction. [Table with ~6 rows, ~34 numbers, and 427 characters.] (a)The impact of principal payments that will commence following the anticipated repayment date of our Tower Revenue Notes, Series 2018-2 is not considered. The Tower Revenue Notes, Series 2018-2 has a principal amount of $750 million, with an anticipated repayment date in 2028. See note 8 to our consolidated financial statements for our definition of and additional information regarding the 2018 Tower Revenue Notes.(b)If the Tower Revenue Notes, Series 2018-2 are not repaid in full by the anticipated repayment date, the interest rate increases by approximately 5% per annum and monthly principal payments commence using the Excess Cash Flow (as defined in the indenture governing the Tower Revenue Notes, Series 2018-2) of the issuers of the Tower Revenue Notes, Series 2018-2. The Tower Revenue Notes, Series 2018-2 are presented based on their contractual maturity date in 2048 and include the impact of an assumed 5% increase in interest rate that would occur following the anticipated repayment date but exclude the impact of monthly principal payments that would commence using Excess Cash Flow of the issuers of the Tower Revenue Notes, Series 2018-2. The full year 2025 Excess Cash Flow of the issuers of the Tower Revenue Notes, Series 2018-2 was approximately $1.0 billion. We currently expect to refinance or repay these notes on or prior to the anticipated repayment date.(c)Includes the unused commitment fees on our 2016 Credit Facility. Interest payments on the variable rate debt are based on estimated rates currently in effect. See note 8 to our consolidated financial statements for information regarding potential upward or downward adjustments to the interest rate spread and unused commitment fee percentage on our 2016 Credit Facility if we achieve specified annual sustainability targets or fail to meet annual sustainability thresholds. Each annual period presented assumes the downward adjustments in the interest rate spread and unused commitment fee percentage on our 2016 Credit Facility. See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a discussion of our interest rate risk.(d)Amounts relate primarily to lease obligations for the land on which our towers are located and are based on the assumption that payments will be made for certain renewal periods exercisable at our option that are reasonably certain to be exercised and excludes our contingent payments for operating leases (such as payments based on revenues derived from the tower located on the leased asset) as such arrangements are excluded from our operating lease liability. See note 14 to our consolidated financial statements for further discussion of our operating lease obligations. See also the table below summarizing remaining terms to expiration.The following chart summarizes our rights to the land interests under our towers, including renewal terms exercisable at our option, as of December 31, 2025. As of December 31, 2025, the leases for land interests under our towers had an average remaining life of approximately 35 years, weighted based on towers Adjusted Site Rental Gross Margin. See "Item 1A. Risk Factors" for a discussion of retaining the rights to land under our towers. (a)Inclusive of land owned through fee interests and perpetual easements.(b)For the three months ended December 31, 2025, without consideration of the term of the tenant contract.
Debt Covenants
Our 2016 Credit Agreement contains financial maintenance covenants. We are currently in compliance with these financial maintenance covenants and, based upon our current expectations, we believe we will continue to comply with our financial maintenance covenants. In addition, certain of our debt agreements contain restrictive covenants that place restrictions on us and may limit our ability to, among other things, incur additional debt and liens, purchase our securities, make capital expenditures, dispose of assets, undertake transactions with affiliates, make other investments, pay dividends or distribute excess cash flow. See note 8 to our consolidated financial statements for further discussion of our debt covenants. See also "Item 1A. Risk Factors" for a discussion of compliance with our debt covenants. The following are ratios applicable to the financial maintenance covenants under the 2016 Credit Agreement as of December 31, 2025. [Table with ~4 rows, ~5 numbers, and 237 characters.] (a)Failure to comply with the financial maintenance covenants would, absent a waiver, result in an event of default under the 2016 Credit Agreement.(b)As defined in the 2016 Credit Agreement.(c)Applicable solely to the extent that the senior unsecured debt rating by any two of S&P, Moody's and Fitch is lower than BBB-, Baa3 or BBB-, respectively. If applicable, the consolidated interest coverage ratio must be greater than or equal to 2.50.
Overview
General. Our core business generates revenues under long-term tenant contracts (see "Item 1. Business—Overview" and "Item 7. MD&A—General Overview—Overview") from the largest U.S. wireless carriers and other towers 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. See "Item 1. Business—Strategy" for a further discussion of our strategy. We have engaged, and expect to continue to engage, in discretionary investments that we believe will maximize long-term stockholder value. These investments include the acquisition of land interests, making improvements, 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 consolidated financial statements and "Item 7. MD&A—General Overview" for further discussion of the pending 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 2016 Revolver, issuances under our CP Program, debt financings and issuances of equity or equity-related securities, including under our 2024 ATM Program or any similar successor program. We seek to maintain a capital structure that we believe drives long-term stockholder value and optimizes our weighted-average cost of capital. Additionally, we expect to maintain an investment grade credit profile. As of December 31, 2025, our contractual debt maturities over the next 12 months consist of (1) Commercial Paper Notes, of which we had $1.9 billion outstanding as of February 19, 2026, (2) the 4.450%, 3.700%, and 1.050% senior unsecured notes due February, June and July 2026, respectively ("4.450% Senior Notes", "3.700% Senior Notes", and "1.050% Senior Notes") and (3) 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.We operate as a REIT for U.S. federal income tax purposes. We expect to continue to pay minimal cash income taxes as a result of our REIT status and our NOLs. See "Item 1. Business—REIT Status," "Item 7. MD&A—General Overview" and note 10 to our consolidated financial statements.Liquidity Position. The following is a summary of our capitalization and liquidity position as of December 31, 2025. See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" and note 8 to our consolidated financial statements for additional information regarding our debt as well as note 11 to our consolidated financial statements for additional information regarding our 2024 ATM Program. [Table with ~5 rows, ~5 numbers, and 226 characters.] (a)Inclusive of $5 million included within "Other assets, net" on our consolidated balance sheet.(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. 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 8 to our consolidated financial statements.As of December 31, 2025, over the next 12 months: •Following the closure of the Strategic Fiber Transaction, which is expected to occur in the first half of 2026, we expect to use the proceeds from the sale to repurchase approximately $1 billion of shares and repay approximately $7 billion of debt. Future share repurchases are subject to the discretion and approval of our board of directors. ◦Upon closure, we do not expect that the absence of cash flows from the Fiber Business will have an adverse impact on our liquidity position. While the Fiber Business generated cash inflows from operating activities, such cash inflows were generally offset by cash used for investing activities due to significant discretionary capital expenditures. As a result, the Fiber Business did not historically provide net liquidity to our Company.•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 2016 Revolver, (4) issuances under our CP Program, and (5) issuances of equity pursuant to our 2024 ATM Program or any similar successor program. Our liquidity uses are expected to include (1) maturing 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) additional debt paydowns using the proceeds from the sale discussed above, (3) share repurchases as discussed above, (4) common stock dividend payments, subject to declaration by our board of directors (see "Item 7. MD&A—General Overview—Common Stock Dividend"), and (5) capital expenditures. •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. Historically, from time to time, we have accessed the capital markets to issue debt and equity.•See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a discussion of interest rate risk and note 8 to our consolidated financial statements for a tabular presentation of our debt maturities and a discussion of anticipated repayment dates.
Summary Cash Flows Information
[Table with ~7 rows, ~21 numbers, and 439 characters.]
Operating Activities
The increase in net cash provided by operating activities of $114 million from 2024 to 2025 was driven by a $52 million increase in net cash provided by continuing operations and $62 million increase in net cash provided by discontinued operations. The $52 million increase in net cash provided by continuing operations is due primarily to a net increase from changes in working capital partially offset by the aforementioned decrease in Adjusted Site Rental Gross Margin. 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.The increase of $62 million in net cash provided by discontinued operations is due primarily to increased operating profit of our Fiber Business and a net increase from changes in working capital.
Investing Activities
Net cash used for investing activities for 2025 decreased by $62 million from 2024, driven by a $3 million increase in net cash used for investing by continuing operations and $65 million decrease in net cash used for discontinuing operations.Our capital expenditures are categorized as discretionary or sustaining as described below.•Discretionary capital expenditures relating to continuing operations are those made with respect to activities which we believe exhibit sufficient potential to enhance long-term stockholder value. Discretionary capital expenditures, including with respect to discontinued operations, primarily consist of expansion or development of our communications infrastructure (including capital expenditures related to (1) enhancing communications infrastructure in order to add new tenants for the first time or support subsequent tenant equipment augmentations or (2) modifying the structure of a communications infrastructure asset to accommodate additional tenants) and construction of new communications infrastructure. Discretionary capital expenditures also include purchases of land interests (which primarily relate to land assets under towers as we seek to manage our interests in the land beneath our towers), certain technology-related investments necessary to support and scale future customer demand for our communications infrastructure, and other capital projects. The expansion or development of existing communications infrastructure to accommodate new leasing typically varies based on, among other factors: (1) the type of communications infrastructure, (2) the scope, volume, and mix of work performed on the communications infrastructure, (3) existing capacity prior to installation, or (4) changes in structural engineering regulations and standards. Currently, construction of new communications infrastructure is predominately comprised of the construction of small cells and fiber (including certain construction projects that may take 18 to 36 months to complete). Our decisions regarding discretionary capital expenditures are influenced by the availability and cost of capital and expected returns on alternative uses of cash, such as payments of dividends and investments. •Sustaining capital expenditures consist of those capital expenditures (including with respect to discontinued operations) not otherwise categorized as discretionary capital expenditures, such as (1) maintenance capital expenditures on our communications infrastructure assets that enable our tenants' ongoing quiet enjoyment of the communications infrastructure and (2) ordinary corporate capital expenditures.A summary of our capital expenditures for continuing operations for the last three years is as follows: [Table with ~6 rows, ~16 numbers, and 216 characters.] (a)Includes $7 million, $12 million and $32 million of capital expenditures incurred during the years ended December 31, 2025, 2024 and 2023, respectively, in connection with tenant installations and upgrades on our towers.The $65 million reduction in discretionary capital expenditures for our discontinued operations during 2025 compared to the same period in 2024 was primarily related to the higher return thresholds on new growth opportunities as a result of the review of the Fiber Business completed in the second quarter of 2024. The discretionary capital expenditures for our continuing operations were relatively stable as tower investments related to tenant activity were offset by an increase in land purchases under our towers.
Financing Activities
We seek to allocate cash generated by our operations in a manner that will enhance long-term stockholder value, which may include various financing activities such as (in no particular order): (1) paying dividends on our common stock, subject to declaration by our board of directors, (2) purchasing our common stock or (3) purchasing, repaying, or redeeming our debt. See "Item 7. MD&A—General Overview—Common Stock Dividend," "Item 7. MD&A—Liquidity and Capital Resources—Overview" and notes 8 and 11 to our consolidated financial statements. In 2025, our financing activities predominately related to the following: •paying an aggregate of $2.1 billion in dividends on our common stock;•repaying in full the previously outstanding Tower Revenue Notes, Series 2015-2 on the anticipated repayment date in May 2025;•repaying in full the previously outstanding 1.350% senior unsecured notes on the contractual maturity date in July 2025; and•net borrowings under our revolving credit facility and net issuances under our commercial paper program, which collectively were used for general corporate purposes.In 2024, our financing activities predominately related to the following:•paying an aggregate of $2.7 billion in dividends on our common stock;•repaying in full the previously outstanding 3.200% senior unsecured notes on the contractual maturity date in September 2024; and•issuing $550 million aggregate principal amount of 4.900% senior unsecured notes and $700 million aggregate principal amount of 5.200% senior unsecured notes in August 2024, the net proceeds of which were used to repay a portion of the outstanding indebtedness under our CP Program and pay related fees and expenses.Incurrence, Purchases and Repayments of Debt. See note 8 to our consolidated financial statements, "Item 7. MD&A—General Overview" and "Item 7. MD&A—Liquidity and Capital Resources—Overview—Liquidity Position" for further discussion of our recent issuances, purchases, redemptions and repayments of debt.Common Stock. See note 11 to our consolidated financial statements for further information regarding our common stock as well as dividends declared and paid. ATM Program. We previously maintained a 2021 ATM Program through which we had the right to issue and sell shares of our common stock having an aggregate gross sales price of up to $750 million to or through sales agents. In March 2024, we terminated the formerly outstanding 2021 ATM Program with the entire gross sales price of $750 million remaining unsold.In March 2024, we established the 2024 ATM Program through which we may issue and sell shares of our common stock having an aggregate gross sales price of up to $750 million. Sales under the 2024 ATM Program, or any similar successor program, may be made by means of ordinary brokers' transactions on the New York Stock Exchange ("NYSE") or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or, subject to our specific instructions, at negotiated prices. We intend to use the net proceeds from any sales under the 2024 ATM Program, or any similar successor program, for general corporate purposes, which may include (1) the funding of future acquisitions or investments or (2) the repayment or repurchase of any outstanding indebtedness. We have not sold any shares of common stock under the 2024 ATM Program. See also note 11 to our consolidated financial statements. As of February 19, 2026, we had $750 million of gross sales of common stock availability remaining on our 2024 ATM Program. Credit Facility. See note 8 to our consolidated financial statements for further information regarding our 2016 Credit Facility. As of February 19, 2026, we had an outstanding balance under our 2016 Revolver of $1.8 billion and maintained $5.2 billion in undrawn availability. The proceeds from our 2016 Revolver may be used for general corporate purposes, which may include the financing of capital expenditures, acquisitions, the repayment or repurchase of any outstanding indebtedness and purchases of our common stock.Commercial Paper Program. See note 8 to our consolidated financial statements for further information regarding our CP Program. As of February 19, 2026, there was $1.9 billion outstanding under our CP Program. The proceeds from our Commercial Paper Notes may be used for general corporate purposes, which may include the financing of capital expenditures, acquisitions, the repayment or repurchase of any outstanding indebtedness and purchases of our common stock.Restricted Cash and Cash Equivalents. Pursuant to the indentures governing certain of our operating companies' debt securities, all rental cash receipts of the issuers of these debt instruments and their subsidiaries are restricted and held by an indenture trustee. The restricted cash and cash equivalents in excess of required reserve balances is subsequently released to us in accordance with the terms of the indentures. See also note 2 to our consolidated financial statements.
Material Cash Requirements
The following table summarizes our material cash requirements as of December 31, 2025. These material cash requirements relate primarily to our outstanding borrowings or lease obligations for land interests under our towers. The debt maturities reflect contractual maturity dates and do not consider the impact of the principal payments that will commence following the anticipated repayment dates of certain debt (see footnote (b)). The debt and interest payments on debt below do not consider the aforementioned expected use of proceeds from the closure of the Strategic Fiber Transaction. [Table with ~6 rows, ~34 numbers, and 427 characters.] (a)The impact of principal payments that will commence following the anticipated repayment date of our Tower Revenue Notes, Series 2018-2 is not considered. The Tower Revenue Notes, Series 2018-2 has a principal amount of $750 million, with an anticipated repayment date in 2028. See note 8 to our consolidated financial statements for our definition of and additional information regarding the 2018 Tower Revenue Notes.(b)If the Tower Revenue Notes, Series 2018-2 are not repaid in full by the anticipated repayment date, the interest rate increases by approximately 5% per annum and monthly principal payments commence using the Excess Cash Flow (as defined in the indenture governing the Tower Revenue Notes, Series 2018-2) of the issuers of the Tower Revenue Notes, Series 2018-2. The Tower Revenue Notes, Series 2018-2 are presented based on their contractual maturity date in 2048 and include the impact of an assumed 5% increase in interest rate that would occur following the anticipated repayment date but exclude the impact of monthly principal payments that would commence using Excess Cash Flow of the issuers of the Tower Revenue Notes, Series 2018-2. The full year 2025 Excess Cash Flow of the issuers of the Tower Revenue Notes, Series 2018-2 was approximately $1.0 billion. We currently expect to refinance or repay these notes on or prior to the anticipated repayment date.(c)Includes the unused commitment fees on our 2016 Credit Facility. Interest payments on the variable rate debt are based on estimated rates currently in effect. See note 8 to our consolidated financial statements for information regarding potential upward or downward adjustments to the interest rate spread and unused commitment fee percentage on our 2016 Credit Facility if we achieve specified annual sustainability targets or fail to meet annual sustainability thresholds. Each annual period presented assumes the downward adjustments in the interest rate spread and unused commitment fee percentage on our 2016 Credit Facility. See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a discussion of our interest rate risk.(d)Amounts relate primarily to lease obligations for the land on which our towers are located and are based on the assumption that payments will be made for certain renewal periods exercisable at our option that are reasonably certain to be exercised and excludes our contingent payments for operating leases (such as payments based on revenues derived from the tower located on the leased asset) as such arrangements are excluded from our operating lease liability. See note 14 to our consolidated financial statements for further discussion of our operating lease obligations. See also the table below summarizing remaining terms to expiration.The following chart summarizes our rights to the land interests under our towers, including renewal terms exercisable at our option, as of December 31, 2025. As of December 31, 2025, the leases for land interests under our towers had an average remaining life of approximately 35 years, weighted based on towers Adjusted Site Rental Gross Margin. See "Item 1A. Risk Factors" for a discussion of retaining the rights to land under our towers. (a)Inclusive of land owned through fee interests and perpetual easements.(b)For the three months ended December 31, 2025, without consideration of the term of the tenant contract.
Debt Covenants
Our 2016 Credit Agreement contains financial maintenance covenants. We are currently in compliance with these financial maintenance covenants and, based upon our current expectations, we believe we will continue to comply with our financial maintenance covenants. In addition, certain of our debt agreements contain restrictive covenants that place restrictions on us and may limit our ability to, among other things, incur additional debt and liens, purchase our securities, make capital expenditures, dispose of assets, undertake transactions with affiliates, make other investments, pay dividends or distribute excess cash flow. See note 8 to our consolidated financial statements for further discussion of our debt covenants. See also "Item 1A. Risk Factors" for a discussion of compliance with our debt covenants. The following are ratios applicable to the financial maintenance covenants under the 2016 Credit Agreement as of December 31, 2025. [Table with ~4 rows, ~5 numbers, and 237 characters.] (a)Failure to comply with the financial maintenance covenants would, absent a waiver, result in an event of default under the 2016 Credit Agreement.(b)As defined in the 2016 Credit Agreement.(c)Applicable solely to the extent that the senior unsecured debt rating by any two of S&P, Moody's and Fitch is lower than BBB-, Baa3 or BBB-, respectively. If applicable, the consolidated interest coverage ratio must be greater than or equal to 2.50.
Accounting and Reporting Matters
Critical Accounting Policies and Estimates
Our critical accounting policies and estimates are those that we believe (1) are most important to the portrayal of our financial condition and results of operations or (2) require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. In many cases, the accounting treatment of a particular transaction is specifically prescribed by GAAP. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. Accordingly, actual results could differ materially from our estimates. The critical accounting policies and estimates for 2025 are not intended to be a comprehensive list of our accounting policies and estimates. See note 2 to our consolidated financial statements for a summary of our significant accounting policies. Lease Accounting—Lessee. Our lessee arrangements primarily consist of ground leases for land under our towers and are for an initial term generally between five to 15 years. We also enter into ground leases, such as term easements, in which we prepay the entire term. The majority of our lease agreements have certain termination rights that provide for cancellation after a notice period and multiple renewal options exercisable at our option. We include certain renewal option periods in the lease term when we determine that the options are reasonably certain to be exercised. Operating lease expense is recognized on a ratable basis, regardless of whether the payment terms require us to make payments annually, semi-annually, quarterly, monthly, or for the entire term in advance. Certain of our ground lease agreements contain fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the change in consumer price index ("CPI")). If the payment terms include fixed escalators, upfront payments, or rent-free periods, the effect of such increases is recognized on a straight-line basis. When calculating straight-line ground lease expense, we consider all fixed elements of contractual escalation provisions, even if such escalation provisions contain a variable element in addition to a minimum. We calculate the straight-line expense over the contract's estimated lease term, including any renewal option periods that we deem reasonably certain to be exercised.We recognize a right-of-use ("ROU") asset (and, as applicable, a corresponding lease liability) for each of our operating leases. ROU assets represent our right to use an underlying asset for the estimated lease term, and lease liabilities represent the present value of our future lease payments. In assessing our leases and determining our lease liability at lease commencement or upon modification, we are not able to readily determine the rate implicit for our lessee arrangements and thus use our incremental borrowing rate on a collateralized basis to determine the present value of our lease payments. Our ROU assets are measured as the balance of the lease liability plus any prepaid or accrued lease payments and any unamortized initial direct costs.We review the carrying value of our ROU assets for impairment, similar to our other long-lived assets, whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. We could record impairments in the future if there are changes in (1) long-term market conditions, (2) expected future operating results or (3) the utility of the assets that negatively impact the fair value of our ROU assets.Revenue Recognition. 95% of our total revenue for 2025 consisted of site rental revenues, which are recognized on a ratable basis over the fixed, non-cancelable term of the relevant tenant contract, generally between five to 15 years, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of a tenant contract. Certain of our 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 change in CPI), (2) multiple renewal periods exercisable at the tenant's option and (3) only limited termination rights at the applicable tenant's option through the current term. If the payment terms call for fixed escalators, upfront payments, or rent-free periods, the revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the tenant contract. When calculating our straight-line rental revenues, we consider all fixed elements of tenant contractual escalation provisions, even if such escalation provisions contain a variable element (such as an escalator tied to an inflation-based index) in addition to a minimum. Since we recognize revenue on a straight-line basis, a portion of the site rental revenues in a given period represents cash collected or contractually collectible in other periods. Our 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 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 consolidated balance sheet. Amounts to which we have an unconditional right to payment, which are related to both satisfied or partially satisfied performance obligations, are recorded within "Receivables, net" on the consolidated balance sheet.As part of our effort to provide comprehensive tower solutions, as an ancillary business, we also offer certain services, which represented 5% of our total revenues for 2025. For the periods presented, such services and other revenues consisted predominately of (1) site development services relating to existing or new tenant equipment installations, including: site acquisition, architectural and engineering, or zoning and permitting (collectively, "site development services") and (2) installation services. See note 17 to our consolidated financial statements for a discussion of the 2023 Restructuring Plan, which included discontinuing installation services as a towers product offering. Our services generally have a duration of one year or less. Upon contract commencement, we assess our services to tenants and identify performance obligations for each promise to provide a distinct service.We may have multiple performance obligations for site development services, which primarily include: structural analysis, zoning, permitting and construction drawings. For each of the above performance obligations, services revenues are recognized at completion of the applicable performance obligation, which represents the point at which we believe we have transferred goods or services to the tenant. The revenue recognized is based on an allocation of the transaction price among the performance obligations in a respective contract based on estimated standalone selling price.The transaction price for tower installation services consists of amounts for (1) permanent improvements to our towers that represent a lease component and (2) the performance of the service. Amounts under our tower installation services agreements that represent a lease component are recognized as site rental revenues on a ratable basis over the length of the associated estimated lease term. For the performance of the tower installation service, we have one performance obligation, which is satisfied at the time of the applicable installation or augmentation and recognized as services and other revenues.Since performance obligations are typically satisfied prior to receiving payment from tenants, the unconditional right to payment is recorded within "Receivables, net" on our consolidated balance sheet.Accounting for Long-Lived Assets—Useful Lives. We are required to make subjective assessments as to the useful lives of our tangible and intangible assets for purposes of determining depreciation, amortization and accretion expense that, if incorrectly estimated, could be material to our consolidated financial statements. Depreciation expense for our property and equipment is computed using the straight-line method over the estimated useful lives of our various classes of tangible assets. A substantial portion of our property and equipment represents the cost of our towers, the majority of which is depreciated with an estimated useful life equal to the shorter of 20 years or the term of the underlying ground lease (where applicable and including optional renewals).The useful lives of our intangible assets are estimated based on the period over which the intangible asset is expected to benefit us and gives consideration to the expected useful life of other assets to which the useful life may relate. We review the expected useful lives of our intangible assets on an ongoing basis and adjust if necessary. Amortization expense for intangible assets is computed using the straight-line method over the estimated useful life of each of the intangible assets. The useful lives of site rental contracts and tenant relationships intangible assets are limited by the maximum depreciable life of the tower (20 years), as a result of the interdependency of the tower and the site rental contracts and tenant relationships. In contrast, the site rental contracts and tenant relationships are estimated to provide economic benefits for several decades because of the low rate of tenant cancellations and high rate of tenant retention experienced to date. Thus, while site rental contracts and tenant relationships intangible assets are valued based upon the fair value of the site rental contracts and tenant relationships which includes assumptions regarding both (1) tenants' exercise of optional renewals contained in the acquired leases and (2) renewals of the acquired leases past the contractual term including exercisable options, site rental contracts and tenant relationships intangible assets are amortized over a period not to exceed 20 years as a result of the useful life being limited by the depreciable life of the tower.Accounting for Long-Lived Assets—Impairment Evaluation. We review the carrying values of property and equipment, intangible assets, or other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. We utilize the following dual grouping policy for purposes of determining the unit of account for testing impairment of site rental contracts and tenant relationships intangible assets:(1)we pool site rental contracts and tenant relationships intangible assets and property and equipment into portfolio groups; and(2)we separately pool the site rental contracts and tenant relationships by significant tenant or by tenant grouping for individually insignificant tenants, as appropriate.We first pool site rental contracts and tenant relationships intangible assets and property and equipment into portfolio groups for purposes of determining the unit of account for impairment testing, because we view towers as portfolios and towers in a given portfolio and its related tenant contracts are not largely independent of the other towers in the portfolio. We re-evaluate the appropriateness of the pooled groups at least annually. This use of grouping is based in part on (1) our limitations regarding disposal of towers, (2) the interdependencies of tower portfolios, and (3) the manner in which towers are traded in the marketplace. The vast majority of our site rental contracts and tenant relationships intangible assets and property and equipment are pooled into the U.S. owned tower group. Secondly, and separately, we pool the site rental contracts and tenant relationships by significant tenant or by tenant grouping for individually insignificant tenants, as appropriate, for purposes of determining the unit of account for impairment testing because we associate the value ascribed to site rental contracts and tenant relationships intangible assets to the underlying contracts and related tenant relationships acquired.Our determination that an adverse event or change in circumstance has occurred that indicates that the carrying amounts may not be recoverable will generally involve (1) a deterioration in an asset's financial performance compared to historical results, (2) a shortfall in an asset's financial performance compared to forecasted results, or (3) changes affecting the utility and estimated future demands for the asset. When considering the utility of our assets, we consider events that would meaningfully impact (1) our towers or (2) our tenant relationships. For example, consideration would be given to events that impact (1) the structural integrity and longevity of our towers or (2) our ability to derive benefit from our existing tenant relationships, including events such as tenant's bankruptcy or insolvency or loss of a significant tenant. If the sum of the associated estimated future cash flows (undiscounted) from an asset group is less than its carrying amount, an impairment loss may be recognized. If the carrying value were to exceed the undiscounted cash flows, measurement of an impairment loss would be based on the fair value of the asset, which is based on an estimate of discounted future cash flows. The most important estimates for such calculations of undiscounted cash flows are (1) the expected additions of new tenants and equipment on our towers and (2) estimates regarding tenant cancellations and renewals of tenant contracts. We could record impairments in the future if changes in long-term market conditions, expected future operating results or the utility of the assets results in changes for our impairment test calculations which negatively impact the fair value of our property and equipment and intangible assets, or if we changed our unit of account in the future.There were no events or circumstances that caused us to review the carrying value of our intangible assets or property and equipment due in part to our assets performing consistently with or better than our expectations.Approximately 5% of our total towers currently have no tenants. We continue to pay operating expenses on these towers in anticipation of obtaining tenants on these towers in the future, primarily because of the demographics and continuing increase in demand for data in the areas around these individual towers. To the extent we do not believe there are long-term prospects of obtaining tenants on an individual asset and all other possible avenues for recovering the carrying value have been exhausted, including sale of the asset, we appropriately reduce the carrying value of such assets to fair value.Accounting for Goodwill—Impairment Evaluation. Management tests goodwill for impairment at least annually or whenever events or circumstances indicate the carrying amount may not be recoverable. The annual test begins with goodwill and all intangible assets being allocated to our single reporting unit which is the same as our single operating segment. We then perform a qualitative assessment to determine whether it is "more likely than not" that the fair value of the reporting unit is less than its carrying amount. If we conclude that it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount, we would be required to perform a quantitative goodwill impairment test. The quantitative goodwill impairment test compares the estimated fair value of the reporting unit and the carrying value of the reporting unit. If the carrying amount of a reporting unit is greater than its fair value, an impairment loss shall be recognized in an amount equal to such excess, limited to the total amount of goodwill allocated to the reporting unit. See note 6 to our consolidated financial statements. We performed our most recent annual goodwill impairment test as of October 1, 2025, which resulted in no impairment.Deferred Income Taxes. We operate as a REIT for U.S. federal income tax purposes. Our REIT taxable income is generally not subject to federal and state income taxes as a result of the deduction for dividends paid and any usage of our remaining NOLs. Accordingly, the only provision or benefit for federal income taxes for the year ended December 31, 2025 relates to TRSs. Furthermore, as a result of the deduction for dividends paid, some or all of our NOLs related to our REIT may expire without utilization. See "Item 1. Business—REIT Status" for a discussion of the impact of our REIT status. Our TRSs will continue to be subject, as applicable, to federal and state income taxes and foreign taxes in the jurisdictions in which such assets and operations are located. Our foreign assets and operations (including our 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. Our ability to utilize our NOLs is dependent, in part, upon us having sufficient future earnings to utilize our NOLs before they expire. Our federal and state NOLs are valued at a tax rate of 0% for deferred income tax purposes due to our REIT status. Additionally, our foreign NOLs are offset by a valuation allowance. As such, a change to market conditions that impacts our ability to generate sufficient future taxable income to utilize our NOLs would not require us to record an additional valuation allowance. For a further discussion of our benefit (provision) for income taxes, see "Item 7. MD&A—Results of Operations" and note 10 to our consolidated financial statements.
Accounting Pronouncements
Recently Adopted Accounting Pronouncements. See note 2 to our consolidated financial statements.Recent Accounting Pronouncements Not Yet Adopted. See note 2 to our consolidated financial statements.
Non-GAAP Financial Measures
In addition to the financial results we present that have been prepared in accordance with generally accepted accounting principles ("GAAP"), we also provide information about three non-GAAP financial measures: Adjusted Site Rental Gross Margin, Adjusted Services and Other Gross Margin and Adjusted EBITDA.. We define Adjusted Site Rental Gross Margin as net income (loss) plus services and other costs of operations, selling, general and administrative expenses, restructuring charges (credits), asset write-down charges, goodwill impairment, acquisition and integration costs, depreciation, amortization and accretion, amortization of prepaid lease purchase price adjustments, interest expense and amortization of deferred financing costs, net, (gains) losses on retirement of long-term obligations, net (gain) loss on interest rate swaps, (gains) losses on foreign currency swaps, impairment of available-for-sale securities, interest income, other (income) expense, (benefit) provision for income taxes, (income) loss from discontinued operations, net of tax, cumulative effect of a change in accounting principle and stock-based compensation expense, net, recorded in consolidated site rental costs of operations, less services and other revenues. We define Adjusted Services and Other Gross Margin as net income (loss) plus site rental costs of operations, selling, general and administrative expenses, restructuring charges (credits), asset write-down charges, goodwill impairment, acquisition and integration costs, depreciation, amortization and accretion, interest expense and amortization of deferred financing costs, net, (gains) losses on retirement of long-term obligations, net (gain) loss on interest rate swaps, (gains) losses on foreign currency swaps, impairment of available-for-sale securities, interest income, other (income) expense, (benefit) provision for income taxes, (income) loss from discontinued operations, net of tax, cumulative effect of a change in accounting principle and stock-based compensation expense, net, recorded in consolidated services and other costs of operations, less site rental revenues.We use Adjusted Site Rental Gross Margin and Adjusted Services and Other Gross Margin, which are non-GAAP financial measures, as indicators of financial performance. Our measures of Adjusted Site Rental Gross Margin and Adjusted Services and Other Gross Margin may not be comparable to similarly titled measures of other companies, including companies in the towers sector or other REITs, and are not measures of performance calculated in accordance with GAAP. There are material limitations to using measures such as Adjusted Site Rental Gross Margin and Adjusted Services and Other Gross Margin, including the difficulty associated with comparing results among more than one company, including our competitors, and the inability to analyze certain significant items, including selling, general and administrative expenses and depreciation, amortization, and accretion, 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 reconciliations of Adjusted Site Rental Gross Margin and Adjusted Services and Other Gross Margin to our net income (loss) are set forth below: [Table with ~35 rows, ~95 numbers, and 1834 characters.] We believe Adjusted Site Rental Gross Margin and Adjusted Services and Other Gross Margin are useful to investors or other interested parties in evaluating our financial performance because:i.they are measures used by our management (1) to evaluate the economic productivity of our business, (2) to identify underlying business trends that are impacting our performance, and (3) for purposes of making decisions about allocating resources to, and assessing the performance of, our business; andii.we believe it helps investors and other interested parties meaningfully evaluate and compare the results of our operations from period to period. Our management uses Adjusted Site Rental Gross Margin and Adjusted Services and Other Gross Margin:i.as a measurement of financial performance because it assists us in comparing our financial performance excluding the impact of certain non-cash items such as stock-based compensation expense, net and amortization of prepaid lease purchase price adjustments and asset base (primarily depreciation, amortization and accretion) from our operating results and before consideration of selling, general and administrative expenses; ii.in the evaluation pricing of new projects and new tenant agreements; andiii.for planning purposes, including preparation of our annual operating budget.We define earnings before interest, taxes, depreciation, amortization and accretion, as adjusted ("Adjusted EBITDA") as net income (loss) plus restructuring charges (credits), asset write-down charges, goodwill impairment, acquisition and integration costs, depreciation, amortization and accretion, amortization of prepaid lease purchase price adjustments, interest expense and amortization of deferred financing costs, net, (gains) losses on retirement of long-term obligations, net (gain) loss on interest rate swaps, (gains) losses on foreign currency swaps, impairment of available-for-sale securities, interest income, other (income) expense, (benefit) provision for income taxes, net (income) loss from discontinued operations, (gain) loss on sale of discontinued operations, cumulative effect of a change in accounting principle, stock-based compensation expense, net and net (gain) loss from disposal of discontinued operations, net of tax. We use Adjusted EBITDA, which is a non-GAAP financial measure, as an indicator of consolidated financial performance. Our measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including companies in the tower sector or other REITs, and is not a measure of performance calculated in accordance with GAAP. Adjusted EBITDA should not be considered in isolation or as a substitute for operating income (loss), net income (loss), net cash provided by (used for) operating, investing and financing activities or other income statement or cash flow statement data prepared in accordance with GAAP and should be considered only as a supplement to net income (loss) computed in accordance with GAAP as a measure of our performance. There are material limitations to using a measure such as 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: [Table with ~15 rows, ~40 numbers, and 765 characters.] (a)The above reconciliation excludes the items included in our Adjusted EBITDA definition which are not applicable to the periods shown.We believe Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial performance because:•they are frequently used by our management (1) to evaluate the economic productivity of our operations and (2) for purposes of making decisions about allocating resources to, and assessing the performance of, our operations; •although specific definitions may vary, it is widely used by investors or other interested parties in evaluation of the tower sector and other REITs to measure financial performance without regard to items such as depreciation, amortization and accretion, which can vary depending upon accounting methods and the book value of assets; •we believe it helps investors and other interested parties meaningfully evaluate and compare the results of our operations (1) from period to period and (2) to our competitors by removing the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our financial results; and •they are similar to the measure of current financial performance generally used in our debt covenant calculations. Our management uses Adjusted EBITDA:•as a component in the employee annual incentive compensation calculation; •as a measurement of financial performance because it assists us in comparing our financial performance on a consistent basis as it removes the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our operating results; •in presentations to our board of directors to enable it to have the same measurement of financial performance used by management; •for planning purposes, including preparation of our annual operating budget; •as a valuation measure in strategic analyses in connection with the purchase and sale of assets; •in determining self-imposed limits on our debt levels, including the evaluation of our leverage ratio; and •with respect to compliance with our debt covenants, which require us to maintain certain financial ratios that incorporate concepts such as, or similar to, Adjusted EBITDA.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Our primary exposures to market risks are related to changes in interest rates, which may adversely affect our results of operations and financial position. We seek to manage exposure to changes in interest rates where economically prudent to do so by utilizing fixed rate debt. As of December 31, 2025 and December 31, 2024 we had no interest rate swaps.
Interest Rate Risk
Our interest rate risk as of December 31, 2025 relates primarily to the impact of interest rate movements on the following: •the potential refinancing of our $24.3 billion in existing debt, compared to $24.1 billion as of December 31, 2024;•our $3.9 billion of floating rate debt, compared to $2.5 billion as of December 31, 2024, representing approximately 16% and 10% of total debt respectively; potential future borrowings of incremental debt, including borrowings under our 2016 Credit Facility and issuances under our CP Program; and•potential future borrowings of incremental debt, including borrowings under our 2016 Credit Facility and issuances under our CP Program.See "Item 1a. Risk Factors" for a further discussion of risks stemming from interest rate increases.Sensitivity Analysis. We manage our exposure to market interest rates on our existing debt by controlling the mix of fixed and floating rate debt. As of December 31, 2025, we had $3.9 billion of floating rate debt. A hypothetical unfavorable fluctuation in market interest rates on our existing floating rate debt of 1/4 of a percentage point over a 12-month period would increase our interest expense by approximately $10 million.Potential Future Borrowings of Incremental Debt. We typically do not hedge our exposure to interest rates on potential future borrowings of incremental debt for a substantial period prior to issuance. See "Item 7. MD&A—Liquidity and Capital Resources" regarding our liquidity strategy.Potential Refinancing of Existing Debt. Our contractual debt maturities over the next 12 months consist of Commercial Paper Notes that may be outstanding from time to time, the 4.450%, 3.700%, and 1.050% Senior Notes and principal payments on certain outstanding debt. See below for additional discussion as well as a tabular presentation of our scheduled contractual debt maturities as of December 31, 2025.
Future Principal Payments and Interest Rates
The following table provides information about our market risk related to changes in interest rates relating to the Company's continuing operations. The future principal payments and weighted-average interest rates are presented as of December 31, 2025. These debt maturities reflect final maturity dates, and do not consider the impact of the principal payments that will commence following the anticipated repayment dates of certain debt (see footnotes (b) and (d)). The information presented below regarding the variable rate debt is supplementary to our sensitivity analysis regarding the impact of changes in the interest rates. See note 8 to our consolidated financial statements for additional information regarding our debt. [Table with ~5 rows, ~27 numbers, and 424 characters.] (a)The fair value of our debt is based on indicative quotes, non-binding quotes from brokers that require judgment to interpret market information, including implied credit spreads for similar borrowings on recent trades or bid/ask offers. These fair values are not necessarily indicative of the amount, which could be realized in a current market exchange.(b)The impact of principal payments that will commence following an anticipated repayment date is not considered (see footnote (d) below). The Tower Revenue Notes, Series 2018-2 have a principal amount of $750 million, with an anticipated repayment date in 2028. (c)The average interest rate represents the weighted-average stated coupon rate (see also footnote (d)).(d) If the Tower Revenue Notes, Series 2018-2 are not repaid in full by the anticipated repayment date, the interest rate increases by approximately 5% per annum and monthly principal payments commence using the Excess Cash Flow (as defined in the indenture governing the Tower Revenue Notes, Series 2018-2) of the issuers of the Tower Revenue Notes, Series 2018-2. The Tower Revenue Notes, Series 2018-2 are presented based on their contractual maturity date in 2048 and include the impact of an assumed 5% increase in interest rate that would occur following the anticipated repayment date but exclude the impact of monthly principal payments that would commence using Excess Cash Flow of the issuers of the Tower Revenue Notes, Series 2018-2. The full year 2025 Excess Cash Flow of the issuers of the Tower Revenue Notes, Series 2018-2 was approximately $1.0 billion. We currently expect to refinance or repay these notes on or prior to the anticipated repayment date. (e) Consists of our 2016 Revolver and senior unsecured term loan A facility ("2016 Term Loan A" and, collectively, "2016 Credit Facility"), which mature in 2027, and issuances under our CP Program. See note 8 to our consolidated financial statements for information regarding potential upward or downward adjustments to the interest rate spread and unused commitment fee percentage on our 2016 Credit Facility if we achieve specified annual sustainability targets or fail to meet annual sustainability thresholds. Each annual period presented assumes the downward adjustments in the interest rate spread and unused commitment fee percentage on our 2016 Credit Facility. (f) Predominately consists of outstanding indebtedness under our CP Program. Such amounts may be issued, repaid or re-issued from time to time.
Item 8. Financial Statements and Supplementary Data
Critical Accounting Policies and Estimates
Our critical accounting policies and estimates are those that we believe (1) are most important to the portrayal of our financial condition and results of operations or (2) require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. In many cases, the accounting treatment of a particular transaction is specifically prescribed by GAAP. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. Accordingly, actual results could differ materially from our estimates. The critical accounting policies and estimates for 2025 are not intended to be a comprehensive list of our accounting policies and estimates. See note 2 to our consolidated financial statements for a summary of our significant accounting policies. Lease Accounting—Lessee. Our lessee arrangements primarily consist of ground leases for land under our towers and are for an initial term generally between five to 15 years. We also enter into ground leases, such as term easements, in which we prepay the entire term. The majority of our lease agreements have certain termination rights that provide for cancellation after a notice period and multiple renewal options exercisable at our option. We include certain renewal option periods in the lease term when we determine that the options are reasonably certain to be exercised. Operating lease expense is recognized on a ratable basis, regardless of whether the payment terms require us to make payments annually, semi-annually, quarterly, monthly, or for the entire term in advance. Certain of our ground lease agreements contain fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the change in consumer price index ("CPI")). If the payment terms include fixed escalators, upfront payments, or rent-free periods, the effect of such increases is recognized on a straight-line basis. When calculating straight-line ground lease expense, we consider all fixed elements of contractual escalation provisions, even if such escalation provisions contain a variable element in addition to a minimum. We calculate the straight-line expense over the contract's estimated lease term, including any renewal option periods that we deem reasonably certain to be exercised.We recognize a right-of-use ("ROU") asset (and, as applicable, a corresponding lease liability) for each of our operating leases. ROU assets represent our right to use an underlying asset for the estimated lease term, and lease liabilities represent the present value of our future lease payments. In assessing our leases and determining our lease liability at lease commencement or upon modification, we are not able to readily determine the rate implicit for our lessee arrangements and thus use our incremental borrowing rate on a collateralized basis to determine the present value of our lease payments. Our ROU assets are measured as the balance of the lease liability plus any prepaid or accrued lease payments and any unamortized initial direct costs.We review the carrying value of our ROU assets for impairment, similar to our other long-lived assets, whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. We could record impairments in the future if there are changes in (1) long-term market conditions, (2) expected future operating results or (3) the utility of the assets that negatively impact the fair value of our ROU assets.Revenue Recognition. 95% of our total revenue for 2025 consisted of site rental revenues, which are recognized on a ratable basis over the fixed, non-cancelable term of the relevant tenant contract, generally between five to 15 years, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of a tenant contract. Certain of our 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 change in CPI), (2) multiple renewal periods exercisable at the tenant's option and (3) only limited termination rights at the applicable tenant's option through the current term. If the payment terms call for fixed escalators, upfront payments, or rent-free periods, the revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the tenant contract. When calculating our straight-line rental revenues, we consider all fixed elements of tenant contractual escalation provisions, even if such escalation provisions contain a variable element (such as an escalator tied to an inflation-based index) in addition to a minimum. Since we recognize revenue on a straight-line basis, a portion of the site rental revenues in a given period represents cash collected or contractually collectible in other periods. Our 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 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 consolidated balance sheet. Amounts to which we have an unconditional right to payment, which are related to both satisfied or partially satisfied performance obligations, are recorded within "Receivables, net" on the consolidated balance sheet.As part of our effort to provide comprehensive tower solutions, as an ancillary business, we also offer certain services, which represented 5% of our total revenues for 2025. For the periods presented, such services and other revenues consisted predominately of (1) site development services relating to existing or new tenant equipment installations, including: site acquisition, architectural and engineering, or zoning and permitting (collectively, "site development services") and (2) installation services. See note 17 to our consolidated financial statements for a discussion of the 2023 Restructuring Plan, which included discontinuing installation services as a towers product offering. Our services generally have a duration of one year or less. Upon contract commencement, we assess our services to tenants and identify performance obligations for each promise to provide a distinct service.We may have multiple performance obligations for site development services, which primarily include: structural analysis, zoning, permitting and construction drawings. For each of the above performance obligations, services revenues are recognized at completion of the applicable performance obligation, which represents the point at which we believe we have transferred goods or services to the tenant. The revenue recognized is based on an allocation of the transaction price among the performance obligations in a respective contract based on estimated standalone selling price.The transaction price for tower installation services consists of amounts for (1) permanent improvements to our towers that represent a lease component and (2) the performance of the service. Amounts under our tower installation services agreements that represent a lease component are recognized as site rental revenues on a ratable basis over the length of the associated estimated lease term. For the performance of the tower installation service, we have one performance obligation, which is satisfied at the time of the applicable installation or augmentation and recognized as services and other revenues.Since performance obligations are typically satisfied prior to receiving payment from tenants, the unconditional right to payment is recorded within "Receivables, net" on our consolidated balance sheet.Accounting for Long-Lived Assets—Useful Lives. We are required to make subjective assessments as to the useful lives of our tangible and intangible assets for purposes of determining depreciation, amortization and accretion expense that, if incorrectly estimated, could be material to our consolidated financial statements. Depreciation expense for our property and equipment is computed using the straight-line method over the estimated useful lives of our various classes of tangible assets. A substantial portion of our property and equipment represents the cost of our towers, the majority of which is depreciated with an estimated useful life equal to the shorter of 20 years or the term of the underlying ground lease (where applicable and including optional renewals).The useful lives of our intangible assets are estimated based on the period over which the intangible asset is expected to benefit us and gives consideration to the expected useful life of other assets to which the useful life may relate. We review the expected useful lives of our intangible assets on an ongoing basis and adjust if necessary. Amortization expense for intangible assets is computed using the straight-line method over the estimated useful life of each of the intangible assets. The useful lives of site rental contracts and tenant relationships intangible assets are limited by the maximum depreciable life of the tower (20 years), as a result of the interdependency of the tower and the site rental contracts and tenant relationships. In contrast, the site rental contracts and tenant relationships are estimated to provide economic benefits for several decades because of the low rate of tenant cancellations and high rate of tenant retention experienced to date. Thus, while site rental contracts and tenant relationships intangible assets are valued based upon the fair value of the site rental contracts and tenant relationships which includes assumptions regarding both (1) tenants' exercise of optional renewals contained in the acquired leases and (2) renewals of the acquired leases past the contractual term including exercisable options, site rental contracts and tenant relationships intangible assets are amortized over a period not to exceed 20 years as a result of the useful life being limited by the depreciable life of the tower.Accounting for Long-Lived Assets—Impairment Evaluation. We review the carrying values of property and equipment, intangible assets, or other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. We utilize the following dual grouping policy for purposes of determining the unit of account for testing impairment of site rental contracts and tenant relationships intangible assets:(1)we pool site rental contracts and tenant relationships intangible assets and property and equipment into portfolio groups; and(2)we separately pool the site rental contracts and tenant relationships by significant tenant or by tenant grouping for individually insignificant tenants, as appropriate.We first pool site rental contracts and tenant relationships intangible assets and property and equipment into portfolio groups for purposes of determining the unit of account for impairment testing, because we view towers as portfolios and towers in a given portfolio and its related tenant contracts are not largely independent of the other towers in the portfolio. We re-evaluate the appropriateness of the pooled groups at least annually. This use of grouping is based in part on (1) our limitations regarding disposal of towers, (2) the interdependencies of tower portfolios, and (3) the manner in which towers are traded in the marketplace. The vast majority of our site rental contracts and tenant relationships intangible assets and property and equipment are pooled into the U.S. owned tower group. Secondly, and separately, we pool the site rental contracts and tenant relationships by significant tenant or by tenant grouping for individually insignificant tenants, as appropriate, for purposes of determining the unit of account for impairment testing because we associate the value ascribed to site rental contracts and tenant relationships intangible assets to the underlying contracts and related tenant relationships acquired.Our determination that an adverse event or change in circumstance has occurred that indicates that the carrying amounts may not be recoverable will generally involve (1) a deterioration in an asset's financial performance compared to historical results, (2) a shortfall in an asset's financial performance compared to forecasted results, or (3) changes affecting the utility and estimated future demands for the asset. When considering the utility of our assets, we consider events that would meaningfully impact (1) our towers or (2) our tenant relationships. For example, consideration would be given to events that impact (1) the structural integrity and longevity of our towers or (2) our ability to derive benefit from our existing tenant relationships, including events such as tenant's bankruptcy or insolvency or loss of a significant tenant. If the sum of the associated estimated future cash flows (undiscounted) from an asset group is less than its carrying amount, an impairment loss may be recognized. If the carrying value were to exceed the undiscounted cash flows, measurement of an impairment loss would be based on the fair value of the asset, which is based on an estimate of discounted future cash flows. The most important estimates for such calculations of undiscounted cash flows are (1) the expected additions of new tenants and equipment on our towers and (2) estimates regarding tenant cancellations and renewals of tenant contracts. We could record impairments in the future if changes in long-term market conditions, expected future operating results or the utility of the assets results in changes for our impairment test calculations which negatively impact the fair value of our property and equipment and intangible assets, or if we changed our unit of account in the future.There were no events or circumstances that caused us to review the carrying value of our intangible assets or property and equipment due in part to our assets performing consistently with or better than our expectations.Approximately 5% of our total towers currently have no tenants. We continue to pay operating expenses on these towers in anticipation of obtaining tenants on these towers in the future, primarily because of the demographics and continuing increase in demand for data in the areas around these individual towers. To the extent we do not believe there are long-term prospects of obtaining tenants on an individual asset and all other possible avenues for recovering the carrying value have been exhausted, including sale of the asset, we appropriately reduce the carrying value of such assets to fair value.Accounting for Goodwill—Impairment Evaluation. Management tests goodwill for impairment at least annually or whenever events or circumstances indicate the carrying amount may not be recoverable. The annual test begins with goodwill and all intangible assets being allocated to our single reporting unit which is the same as our single operating segment. We then perform a qualitative assessment to determine whether it is "more likely than not" that the fair value of the reporting unit is less than its carrying amount. If we conclude that it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount, we would be required to perform a quantitative goodwill impairment test. The quantitative goodwill impairment test compares the estimated fair value of the reporting unit and the carrying value of the reporting unit. If the carrying amount of a reporting unit is greater than its fair value, an impairment loss shall be recognized in an amount equal to such excess, limited to the total amount of goodwill allocated to the reporting unit. See note 6 to our consolidated financial statements. We performed our most recent annual goodwill impairment test as of October 1, 2025, which resulted in no impairment.Deferred Income Taxes. We operate as a REIT for U.S. federal income tax purposes. Our REIT taxable income is generally not subject to federal and state income taxes as a result of the deduction for dividends paid and any usage of our remaining NOLs. Accordingly, the only provision or benefit for federal income taxes for the year ended December 31, 2025 relates to TRSs. Furthermore, as a result of the deduction for dividends paid, some or all of our NOLs related to our REIT may expire without utilization. See "Item 1. Business—REIT Status" for a discussion of the impact of our REIT status. Our TRSs will continue to be subject, as applicable, to federal and state income taxes and foreign taxes in the jurisdictions in which such assets and operations are located. Our foreign assets and operations (including our 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. Our ability to utilize our NOLs is dependent, in part, upon us having sufficient future earnings to utilize our NOLs before they expire. Our federal and state NOLs are valued at a tax rate of 0% for deferred income tax purposes due to our REIT status. Additionally, our foreign NOLs are offset by a valuation allowance. As such, a change to market conditions that impacts our ability to generate sufficient future taxable income to utilize our NOLs would not require us to record an additional valuation allowance. For a further discussion of our benefit (provision) for income taxes, see "Item 7. MD&A—Results of Operations" and note 10 to our consolidated financial statements.
Accounting Pronouncements
Recently Adopted Accounting Pronouncements. See note 2 to our consolidated financial statements.Recent Accounting Pronouncements Not Yet Adopted. See note 2 to our consolidated financial statements.
Non-GAAP Financial Measures
In addition to the financial results we present that have been prepared in accordance with generally accepted accounting principles ("GAAP"), we also provide information about three non-GAAP financial measures: Adjusted Site Rental Gross Margin, Adjusted Services and Other Gross Margin and Adjusted EBITDA.. We define Adjusted Site Rental Gross Margin as net income (loss) plus services and other costs of operations, selling, general and administrative expenses, restructuring charges (credits), asset write-down charges, goodwill impairment, acquisition and integration costs, depreciation, amortization and accretion, amortization of prepaid lease purchase price adjustments, interest expense and amortization of deferred financing costs, net, (gains) losses on retirement of long-term obligations, net (gain) loss on interest rate swaps, (gains) losses on foreign currency swaps, impairment of available-for-sale securities, interest income, other (income) expense, (benefit) provision for income taxes, (income) loss from discontinued operations, net of tax, cumulative effect of a change in accounting principle and stock-based compensation expense, net, recorded in consolidated site rental costs of operations, less services and other revenues. We define Adjusted Services and Other Gross Margin as net income (loss) plus site rental costs of operations, selling, general and administrative expenses, restructuring charges (credits), asset write-down charges, goodwill impairment, acquisition and integration costs, depreciation, amortization and accretion, interest expense and amortization of deferred financing costs, net, (gains) losses on retirement of long-term obligations, net (gain) loss on interest rate swaps, (gains) losses on foreign currency swaps, impairment of available-for-sale securities, interest income, other (income) expense, (benefit) provision for income taxes, (income) loss from discontinued operations, net of tax, cumulative effect of a change in accounting principle and stock-based compensation expense, net, recorded in consolidated services and other costs of operations, less site rental revenues.We use Adjusted Site Rental Gross Margin and Adjusted Services and Other Gross Margin, which are non-GAAP financial measures, as indicators of financial performance. Our measures of Adjusted Site Rental Gross Margin and Adjusted Services and Other Gross Margin may not be comparable to similarly titled measures of other companies, including companies in the towers sector or other REITs, and are not measures of performance calculated in accordance with GAAP. There are material limitations to using measures such as Adjusted Site Rental Gross Margin and Adjusted Services and Other Gross Margin, including the difficulty associated with comparing results among more than one company, including our competitors, and the inability to analyze certain significant items, including selling, general and administrative expenses and depreciation, amortization, and accretion, 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 reconciliations of Adjusted Site Rental Gross Margin and Adjusted Services and Other Gross Margin to our net income (loss) are set forth below: [Table with ~35 rows, ~95 numbers, and 1834 characters.] We believe Adjusted Site Rental Gross Margin and Adjusted Services and Other Gross Margin are useful to investors or other interested parties in evaluating our financial performance because:i.they are measures used by our management (1) to evaluate the economic productivity of our business, (2) to identify underlying business trends that are impacting our performance, and (3) for purposes of making decisions about allocating resources to, and assessing the performance of, our business; andii.we believe it helps investors and other interested parties meaningfully evaluate and compare the results of our operations from period to period. Our management uses Adjusted Site Rental Gross Margin and Adjusted Services and Other Gross Margin:i.as a measurement of financial performance because it assists us in comparing our financial performance excluding the impact of certain non-cash items such as stock-based compensation expense, net and amortization of prepaid lease purchase price adjustments and asset base (primarily depreciation, amortization and accretion) from our operating results and before consideration of selling, general and administrative expenses; ii.in the evaluation pricing of new projects and new tenant agreements; andiii.for planning purposes, including preparation of our annual operating budget.We define earnings before interest, taxes, depreciation, amortization and accretion, as adjusted ("Adjusted EBITDA") as net income (loss) plus restructuring charges (credits), asset write-down charges, goodwill impairment, acquisition and integration costs, depreciation, amortization and accretion, amortization of prepaid lease purchase price adjustments, interest expense and amortization of deferred financing costs, net, (gains) losses on retirement of long-term obligations, net (gain) loss on interest rate swaps, (gains) losses on foreign currency swaps, impairment of available-for-sale securities, interest income, other (income) expense, (benefit) provision for income taxes, net (income) loss from discontinued operations, (gain) loss on sale of discontinued operations, cumulative effect of a change in accounting principle, stock-based compensation expense, net and net (gain) loss from disposal of discontinued operations, net of tax. We use Adjusted EBITDA, which is a non-GAAP financial measure, as an indicator of consolidated financial performance. Our measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including companies in the tower sector or other REITs, and is not a measure of performance calculated in accordance with GAAP. Adjusted EBITDA should not be considered in isolation or as a substitute for operating income (loss), net income (loss), net cash provided by (used for) operating, investing and financing activities or other income statement or cash flow statement data prepared in accordance with GAAP and should be considered only as a supplement to net income (loss) computed in accordance with GAAP as a measure of our performance. There are material limitations to using a measure such as 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: [Table with ~15 rows, ~40 numbers, and 765 characters.] (a)The above reconciliation excludes the items included in our Adjusted EBITDA definition which are not applicable to the periods shown.We believe Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial performance because:•they are frequently used by our management (1) to evaluate the economic productivity of our operations and (2) for purposes of making decisions about allocating resources to, and assessing the performance of, our operations; •although specific definitions may vary, it is widely used by investors or other interested parties in evaluation of the tower sector and other REITs to measure financial performance without regard to items such as depreciation, amortization and accretion, which can vary depending upon accounting methods and the book value of assets; •we believe it helps investors and other interested parties meaningfully evaluate and compare the results of our operations (1) from period to period and (2) to our competitors by removing the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our financial results; and •they are similar to the measure of current financial performance generally used in our debt covenant calculations. Our management uses Adjusted EBITDA:•as a component in the employee annual incentive compensation calculation; •as a measurement of financial performance because it assists us in comparing our financial performance on a consistent basis as it removes the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our operating results; •in presentations to our board of directors to enable it to have the same measurement of financial performance used by management; •for planning purposes, including preparation of our annual operating budget; •as a valuation measure in strategic analyses in connection with the purchase and sale of assets; •in determining self-imposed limits on our debt levels, including the evaluation of our leverage ratio; and •with respect to compliance with our debt covenants, which require us to maintain certain financial ratios that incorporate concepts such as, or similar to, Adjusted EBITDA.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Our primary exposures to market risks are related to changes in interest rates, which may adversely affect our results of operations and financial position. We seek to manage exposure to changes in interest rates where economically prudent to do so by utilizing fixed rate debt. As of December 31, 2025 and December 31, 2024 we had no interest rate swaps.
Interest Rate Risk
Our interest rate risk as of December 31, 2025 relates primarily to the impact of interest rate movements on the following: •the potential refinancing of our $24.3 billion in existing debt, compared to $24.1 billion as of December 31, 2024;•our $3.9 billion of floating rate debt, compared to $2.5 billion as of December 31, 2024, representing approximately 16% and 10% of total debt respectively; potential future borrowings of incremental debt, including borrowings under our 2016 Credit Facility and issuances under our CP Program; and•potential future borrowings of incremental debt, including borrowings under our 2016 Credit Facility and issuances under our CP Program.See "Item 1a. Risk Factors" for a further discussion of risks stemming from interest rate increases.Sensitivity Analysis. We manage our exposure to market interest rates on our existing debt by controlling the mix of fixed and floating rate debt. As of December 31, 2025, we had $3.9 billion of floating rate debt. A hypothetical unfavorable fluctuation in market interest rates on our existing floating rate debt of 1/4 of a percentage point over a 12-month period would increase our interest expense by approximately $10 million.Potential Future Borrowings of Incremental Debt. We typically do not hedge our exposure to interest rates on potential future borrowings of incremental debt for a substantial period prior to issuance. See "Item 7. MD&A—Liquidity and Capital Resources" regarding our liquidity strategy.Potential Refinancing of Existing Debt. Our contractual debt maturities over the next 12 months consist of Commercial Paper Notes that may be outstanding from time to time, the 4.450%, 3.700%, and 1.050% Senior Notes and principal payments on certain outstanding debt. See below for additional discussion as well as a tabular presentation of our scheduled contractual debt maturities as of December 31, 2025.
Future Principal Payments and Interest Rates
The following table provides information about our market risk related to changes in interest rates relating to the Company's continuing operations. The future principal payments and weighted-average interest rates are presented as of December 31, 2025. These debt maturities reflect final maturity dates, and do not consider the impact of the principal payments that will commence following the anticipated repayment dates of certain debt (see footnotes (b) and (d)). The information presented below regarding the variable rate debt is supplementary to our sensitivity analysis regarding the impact of changes in the interest rates. See note 8 to our consolidated financial statements for additional information regarding our debt. [Table with ~5 rows, ~27 numbers, and 424 characters.] (a)The fair value of our debt is based on indicative quotes, non-binding quotes from brokers that require judgment to interpret market information, including implied credit spreads for similar borrowings on recent trades or bid/ask offers. These fair values are not necessarily indicative of the amount, which could be realized in a current market exchange.(b)The impact of principal payments that will commence following an anticipated repayment date is not considered (see footnote (d) below). The Tower Revenue Notes, Series 2018-2 have a principal amount of $750 million, with an anticipated repayment date in 2028. (c)The average interest rate represents the weighted-average stated coupon rate (see also footnote (d)).(d) If the Tower Revenue Notes, Series 2018-2 are not repaid in full by the anticipated repayment date, the interest rate increases by approximately 5% per annum and monthly principal payments commence using the Excess Cash Flow (as defined in the indenture governing the Tower Revenue Notes, Series 2018-2) of the issuers of the Tower Revenue Notes, Series 2018-2. The Tower Revenue Notes, Series 2018-2 are presented based on their contractual maturity date in 2048 and include the impact of an assumed 5% increase in interest rate that would occur following the anticipated repayment date but exclude the impact of monthly principal payments that would commence using Excess Cash Flow of the issuers of the Tower Revenue Notes, Series 2018-2. The full year 2025 Excess Cash Flow of the issuers of the Tower Revenue Notes, Series 2018-2 was approximately $1.0 billion. We currently expect to refinance or repay these notes on or prior to the anticipated repayment date. (e) Consists of our 2016 Revolver and senior unsecured term loan A facility ("2016 Term Loan A" and, collectively, "2016 Credit Facility"), which mature in 2027, and issuances under our CP Program. See note 8 to our consolidated financial statements for information regarding potential upward or downward adjustments to the interest rate spread and unused commitment fee percentage on our 2016 Credit Facility if we achieve specified annual sustainability targets or fail to meet annual sustainability thresholds. Each annual period presented assumes the downward adjustments in the interest rate spread and unused commitment fee percentage on our 2016 Credit Facility. (f) Predominately consists of outstanding indebtedness under our CP Program. Such amounts may be issued, repaid or re-issued from time to time.
Item 8. Financial Statements and Supplementary Data
Crown Castle Inc. and Subsidiaries
Index to Consolidated Financial Statements and Financial Statement Schedules
[Table with ~8 rows, ~15 numbers, and 757 characters.]
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Crown Castle Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheet of Crown Castle Inc. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income (loss), of equity (deficit) and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and financial statement schedules listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Revenue Recognition - Site Rental Revenues
As described in Note 2 to the consolidated financial statements, the Company generates site rental revenues from its core business by providing tenants with access to its towers via long-term tenant contracts in various forms, including lease, license and sublease 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. The Company recognized $4,049 million in site rental revenues for the year ended December 31, 2025. The principal considerations for our determination that performing procedures relating to revenue recognition for site rental revenues is a critical audit matter are a high degree of auditor effort in performing procedures and evaluating audit evidence related to revenue recognition for site rental revenues. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to revenue recognition for site rental revenues. These procedures also included, among others (i) testing management’s identification of the contractual terms by obtaining and inspecting tenant contracts and other relevant source documents on a test basis and (ii) testing the appropriateness of the amount of revenue recognized based on contractual terms on a test basis.
Discontinued Operations – Sale of the Fiber Business
As described in Notes 1 and 3 to the consolidated financial statements, on March 13, 2025, the Company signed an agreement to sell its fiber solutions and small cell businesses (“Fiber Business”). Under the agreement, the Company will receive $8.5 billion in aggregate cash proceeds, subject to certain closing adjustments. The Company recorded a loss from disposal of discontinued operations of $1.6 billion for the year ended December 31, 2025 related to the classification of the Fiber Business as “held for sale”, which represents the excess of the carrying value of the Fiber Business over the purchase price, less estimated costs to sell. As the sale represents a material strategic shift for the Company, the Fiber Business’ results and net assets are presented as discontinued operations and comparable prior periods have been recast to reflect this change. The principal consideration for our determination that performing procedures relating to discontinued operations associated with the sale of the Fiber Business is a critical audit matter is a high degree of auditor effort in performing procedures related to management’s calculation of the loss from disposal of discontinued operations and the presentation of the Fiber Business as discontinued operations in the consolidated financial statements and related disclosures. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s calculation of the loss from disposal of discontinued operations and the presentation of the Fiber Business as discontinued operations in the consolidated financial statements and related disclosures. These procedures also included, among others (i) reading the agreement; (ii) testing management’s calculation of the loss from disposal of discontinued operations; (iii) evaluating the presentation of amounts included in discontinued operations, which included agreeing such amounts to the Company’s historical accounting records; and (iv) evaluating the sufficiency of the disclosures in the consolidated financial statements. /s/ PricewaterhouseCoopers LLPPittsburgh, PennsylvaniaFebruary 23, 2026We have served as the Company’s auditor since 2011.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheet of Crown Castle Inc. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income (loss), of equity (deficit) and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and financial statement schedules listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Revenue Recognition - Site Rental Revenues
As described in Note 2 to the consolidated financial statements, the Company generates site rental revenues from its core business by providing tenants with access to its towers via long-term tenant contracts in various forms, including lease, license and sublease 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. The Company recognized $4,049 million in site rental revenues for the year ended December 31, 2025. The principal considerations for our determination that performing procedures relating to revenue recognition for site rental revenues is a critical audit matter are a high degree of auditor effort in performing procedures and evaluating audit evidence related to revenue recognition for site rental revenues. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to revenue recognition for site rental revenues. These procedures also included, among others (i) testing management’s identification of the contractual terms by obtaining and inspecting tenant contracts and other relevant source documents on a test basis and (ii) testing the appropriateness of the amount of revenue recognized based on contractual terms on a test basis.
Discontinued Operations – Sale of the Fiber Business
As described in Notes 1 and 3 to the consolidated financial statements, on March 13, 2025, the Company signed an agreement to sell its fiber solutions and small cell businesses (“Fiber Business”). Under the agreement, the Company will receive $8.5 billion in aggregate cash proceeds, subject to certain closing adjustments. The Company recorded a loss from disposal of discontinued operations of $1.6 billion for the year ended December 31, 2025 related to the classification of the Fiber Business as “held for sale”, which represents the excess of the carrying value of the Fiber Business over the purchase price, less estimated costs to sell. As the sale represents a material strategic shift for the Company, the Fiber Business’ results and net assets are presented as discontinued operations and comparable prior periods have been recast to reflect this change. The principal consideration for our determination that performing procedures relating to discontinued operations associated with the sale of the Fiber Business is a critical audit matter is a high degree of auditor effort in performing procedures related to management’s calculation of the loss from disposal of discontinued operations and the presentation of the Fiber Business as discontinued operations in the consolidated financial statements and related disclosures. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s calculation of the loss from disposal of discontinued operations and the presentation of the Fiber Business as discontinued operations in the consolidated financial statements and related disclosures. These procedures also included, among others (i) reading the agreement; (ii) testing management’s calculation of the loss from disposal of discontinued operations; (iii) evaluating the presentation of amounts included in discontinued operations, which included agreeing such amounts to the Company’s historical accounting records; and (iv) evaluating the sufficiency of the disclosures in the consolidated financial statements. /s/ PricewaterhouseCoopers LLPPittsburgh, PennsylvaniaFebruary 23, 2026We have served as the Company’s auditor since 2011.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Tabular dollars in millions, except per share amounts)
1. Basis of Presentation
The consolidated financial statements include the accounts of Crown Castle Inc. and its predecessor, as applicable (together, "CCI"), and their subsidiaries, collectively referred to herein as the "Company." All significant intercompany balances and transactions have been eliminated in consolidation. 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 towers that are geographically dispersed throughout the U.S., including (1) towers and other structures, such as rooftops (collectively, "towers"), and (2) fiber primarily supporting small cell networks ("small cells") and fiber solutions. The Company's towers, small cells and fiber assets are collectively referred to herein as "communications infrastructure," and the Company's customers on its communications infrastructure are referred to herein as "tenants." On March 13, 2025, the Company signed a definitive agreement (“Strategic Fiber Agreement”) to sell its Fiber segment, 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 cell business ("Strategic Fiber Transaction"). Under the Strategic Fiber Agreement, the Company will receive $8.5 billion in aggregate cash proceeds, subject to certain closing adjustments. The Company intends to use a significant portion of the proceeds from the sale to repay outstanding indebtedness. See note 8 to the Company''s consolidated financial statements for a discussion of the Company's indebtedness. 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 and comparable prior periods have been recast to reflect this change. The Company recorded a loss from disposal of discontinued operations of $1.6 billion for the year ended December 31, 2025 related to the classification of the Fiber Business as "held for sale", which represents the excess of the carrying value of the Fiber Business over the purchase price, less estimated costs to sell. 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. See note 3 to our consolidated financial statements for a further discussion of discontinued operations.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 discontinued operations. See notes 3 and 15 to the Company's consolidated financial statements for a discussion of discontinued operations and the Company's operating segment.Approximately 55% 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. See notes 5 and 14.As part of the Company's effort to provide comprehensive tower solutions, as an ancillary business, the Company also offers certain services. For the periods presented, such services predominately consisted of (1) site development services relating to existing or new tenant equipment installations, including: site acquisition, architectural and engineering, or zoning and permitting (collectively, "site development services") and (2) tenant equipment installation and subsequent augmentations (collectively, "installation services"). See note 17 to the Company's consolidated financial statements for a discussion of (1) the Company's July 2023 restructuring plan ("2023 Restructuring Plan"), which included discontinuing installation services as a towers product offering and (2) the Company's June 2024 restructuring plan ("2024 Restructuring Plan," and together with the 2023 Restructuring Plan, "2023 and 2024 Restructuring Plans").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 10.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
1. Basis of Presentation
The consolidated financial statements include the accounts of Crown Castle Inc. and its predecessor, as applicable (together, "CCI"), and their subsidiaries, collectively referred to herein as the "Company." All significant intercompany balances and transactions have been eliminated in consolidation. 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 towers that are geographically dispersed throughout the U.S., including (1) towers and other structures, such as rooftops (collectively, "towers"), and (2) fiber primarily supporting small cell networks ("small cells") and fiber solutions. The Company's towers, small cells and fiber assets are collectively referred to herein as "communications infrastructure," and the Company's customers on its communications infrastructure are referred to herein as "tenants." On March 13, 2025, the Company signed a definitive agreement (“Strategic Fiber Agreement”) to sell its Fiber segment, 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 cell business ("Strategic Fiber Transaction"). Under the Strategic Fiber Agreement, the Company will receive $8.5 billion in aggregate cash proceeds, subject to certain closing adjustments. The Company intends to use a significant portion of the proceeds from the sale to repay outstanding indebtedness. See note 8 to the Company''s consolidated financial statements for a discussion of the Company's indebtedness. 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 and comparable prior periods have been recast to reflect this change. The Company recorded a loss from disposal of discontinued operations of $1.6 billion for the year ended December 31, 2025 related to the classification of the Fiber Business as "held for sale", which represents the excess of the carrying value of the Fiber Business over the purchase price, less estimated costs to sell. 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. See note 3 to our consolidated financial statements for a further discussion of discontinued operations.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 discontinued operations. See notes 3 and 15 to the Company's consolidated financial statements for a discussion of discontinued operations and the Company's operating segment.Approximately 55% 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. See notes 5 and 14.As part of the Company's effort to provide comprehensive tower solutions, as an ancillary business, the Company also offers certain services. For the periods presented, such services predominately consisted of (1) site development services relating to existing or new tenant equipment installations, including: site acquisition, architectural and engineering, or zoning and permitting (collectively, "site development services") and (2) tenant equipment installation and subsequent augmentations (collectively, "installation services"). See note 17 to the Company's consolidated financial statements for a discussion of (1) the Company's July 2023 restructuring plan ("2023 Restructuring Plan"), which included discontinuing installation services as a towers product offering and (2) the Company's June 2024 restructuring plan ("2024 Restructuring Plan," and together with the 2023 Restructuring Plan, "2023 and 2024 Restructuring Plans").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 10.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
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) (Tabular dollars in millions, except per share amounts)
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
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and highly liquid investments with original maturities of three months or less.
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents represents the cash held in reserve by the indenture trustees pursuant to the indenture governing certain of the Company's debt instruments and any other cash whose use is limited by contractual provisions. The restriction of rental cash receipts is a critical feature of certain of the Company's debt instruments due to the applicable indenture trustee's ability to utilize the restricted cash for the payment of (1) debt service costs, (2) ground rents, (3) real estate or personal property taxes, (4) insurance premiums related to towers, (5) other assessments by governmental authorities and potential environmental remediation costs or (6) a portion of advance rents from tenants. The restricted cash in excess of required reserve balances is subsequently released to the Company in accordance with the terms of the indentures. See note 16 for a reconciliation of cash and cash equivalents and restricted cash and cash equivalents.
Receivables Allowance
An allowance for credit losses is recorded as an offset to accounts receivable. The Company uses judgment in estimating this allowance and considers historical collections, current credit status, or contractual provisions. Additions to the allowance for credit losses are charged either to "Site rental costs of operations" or to "Services and other costs of operations," as appropriate, and deductions from the allowance are recorded when specific accounts receivable are written off as uncollectible.
Lease Accounting
General. The Company evaluates whether a contract meets the definition of a lease whenever a contract grants a party the right to control the use of an identified asset for a period of time in exchange for consideration. To the extent the identified asset is able to be shared among multiple parties, the Company has determined that one party does not have control of the identified asset and the contract is not considered a lease. The Company accounts for contracts that do not meet the definition of a lease under other relevant accounting guidance (such as ASC 606 for revenue from contracts with customers). Lessee. The Company's lessee arrangements primarily consist of ground leases for land under towers. Ground leases for land are specific to each site, generally contain an initial term between five to 15 years and are renewable (and cancellable after a notice period) at the Company's option. The Company also enters into term ground leases, such as term easements, in which it prepays the entire term.The majority of the Company's lease agreements have certain termination rights that provide for cancellation after a notice period and multiple renewal options exercisable at the Company's option. The Company includes renewal option periods in its calculation of the estimated lease term when it determines the options are reasonably certain to be exercised. When such renewal options are deemed to be reasonably certain, the estimated lease term determined under ASC 842 will be greater than the non-cancelable term of the contractual arrangement. Although certain renewal periods are included in the estimated lease term, the Company would have the ability to terminate or elect to not renew a particular lease if business conditions warrant such a decision.The Company classifies its lessee arrangements at inception as either operating leases or finance leases. A lease is classified as a finance lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset, or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. A lease is classified as an operating lease if none of the five criteria described above for finance lease classification is met. Right-of-use ("ROU") assets associated with operating leases are included in "Operating lease right-of-use assets" on the Company's consolidated balance sheet. Current and long-term portions of lease liabilities related to operating leases are included in "Current portion of operating lease liabilities" and "Operating lease liabilities" on the Company's consolidated
2. Summary of Significant Accounting Policies
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and highly liquid investments with original maturities of three months or less.
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents represents the cash held in reserve by the indenture trustees pursuant to the indenture governing certain of the Company's debt instruments and any other cash whose use is limited by contractual provisions. The restriction of rental cash receipts is a critical feature of certain of the Company's debt instruments due to the applicable indenture trustee's ability to utilize the restricted cash for the payment of (1) debt service costs, (2) ground rents, (3) real estate or personal property taxes, (4) insurance premiums related to towers, (5) other assessments by governmental authorities and potential environmental remediation costs or (6) a portion of advance rents from tenants. The restricted cash in excess of required reserve balances is subsequently released to the Company in accordance with the terms of the indentures. See note 16 for a reconciliation of cash and cash equivalents and restricted cash and cash equivalents.
Receivables Allowance
An allowance for credit losses is recorded as an offset to accounts receivable. The Company uses judgment in estimating this allowance and considers historical collections, current credit status, or contractual provisions. Additions to the allowance for credit losses are charged either to "Site rental costs of operations" or to "Services and other costs of operations," as appropriate, and deductions from the allowance are recorded when specific accounts receivable are written off as uncollectible.
Lease Accounting
General. The Company evaluates whether a contract meets the definition of a lease whenever a contract grants a party the right to control the use of an identified asset for a period of time in exchange for consideration. To the extent the identified asset is able to be shared among multiple parties, the Company has determined that one party does not have control of the identified asset and the contract is not considered a lease. The Company accounts for contracts that do not meet the definition of a lease under other relevant accounting guidance (such as ASC 606 for revenue from contracts with customers). Lessee. The Company's lessee arrangements primarily consist of ground leases for land under towers. Ground leases for land are specific to each site, generally contain an initial term between five to 15 years and are renewable (and cancellable after a notice period) at the Company's option. The Company also enters into term ground leases, such as term easements, in which it prepays the entire term.The majority of the Company's lease agreements have certain termination rights that provide for cancellation after a notice period and multiple renewal options exercisable at the Company's option. The Company includes renewal option periods in its calculation of the estimated lease term when it determines the options are reasonably certain to be exercised. When such renewal options are deemed to be reasonably certain, the estimated lease term determined under ASC 842 will be greater than the non-cancelable term of the contractual arrangement. Although certain renewal periods are included in the estimated lease term, the Company would have the ability to terminate or elect to not renew a particular lease if business conditions warrant such a decision.The Company classifies its lessee arrangements at inception as either operating leases or finance leases. A lease is classified as a finance lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset, or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. A lease is classified as an operating lease if none of the five criteria described above for finance lease classification is met. Right-of-use ("ROU") assets associated with operating leases are included in "Operating lease right-of-use assets" on the Company's consolidated balance sheet. Current and long-term portions of lease liabilities related to operating leases are included in "Current portion of operating lease liabilities" and "Operating lease liabilities" on the Company's consolidated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in millions, except per share amounts)
balance sheet, respectively. ROU assets represent the Company's right to use an underlying asset for the estimated lease term and lease liabilities represent the Company's present value of its future lease payments. In assessing its leases and determining its lease liability at lease commencement or upon modification, the Company is not able to readily determine the rate implicit for its lessee arrangements, and thus uses its incremental borrowing rate on a collateralized basis to determine the present value of the lease payments. The Company's ROU assets are measured as the balance of the lease liability plus any prepaid or accrued lease payments and any unamortized initial direct costs. Operating lease expenses are recognized on a ratable basis, regardless of whether the payment terms require the Company to make payments annually, semi-annually, quarterly, monthly, or for the entire term in advance. Certain of the Company's ground lease agreements contain fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the change in consumer price index ("CPI")). If the payment terms include fixed escalators, upfront payments, or rent-free periods, the effect of such terms are recognized on a straight-line basis. The Company calculates the straight-line expense over the contract's estimated lease term, including any renewal option periods that the Company deems reasonably certain to be exercised.Lease agreements may also contain provisions for a contingent payment based on (1) the revenues derived from the towers located on the leased asset, (2) the change in CPI or (3) the usage of the leased asset. The Company's contingent payments are considered variable lease payments and are (1) not included in the initial measurement of the ROU asset or lease liability due to the uncertainty of the payment amount and (2) recorded as expense in the period such contingencies are resolved.ROU assets associated with finance leases are included in "Property and equipment, net" on the Company's consolidated balance sheet. Lease liabilities associated with finance leases are included in "Current maturities of debt and other obligations" and "Debt and other long-term obligations" on the Company's consolidated balance sheet. The Company measures the lease liability for finance leases using the effective interest method. The initial lease liability is increased to reflect interest on the liability and decreased to reflect payments made during the period. Interest on the lease liability is determined each period during the lease term as the amount that results in a constant periodic discount rate on the remaining balance of the liability. The Company depreciates ROU assets for finance leases on a ratable basis over the applicable lease term.The Company reviews the carrying value of its ROU assets for impairment, similar to its other long-lived assets, whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company could record impairments in the future if there are changes in (1) long-term market conditions, (2) expected future operating results or (3) the utility of the assets that negatively impact the fair value of its ROU assets. Lessor. The Company's lessor arrangements primarily include tenant contracts for dedicated space on its towers. The Company classifies its leases at inception as operating, direct financing or sales-type leases. A lease is classified as a sales-type lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying assets or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. Furthermore, when none of the above criteria is met, a lease is classified as a direct financing lease if both of the following criteria are met: (1) the present value of the of the sum of the lease payments and any residual value guaranteed by the lessee, that is not already reflected in the lease payments, equals or exceeds the fair value of the underlying asset and (2) it is probable that the lessor will collect the lease payments plus any amount necessary to satisfy a residual value guarantee. A lease is classified as an operating lease if it does not qualify as a sales-type or direct financing lease. Currently, the Company classifies all of its lessor arrangements as operating leases. Site rental revenues from the Company’s lessor arrangements are recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the relevant tenant contract, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of a tenant contract. Certain of the Company's tenant contracts contain fixed escalation clauses (such as fixed-dollar or fixed-percentage increases) or inflation-based escalation clauses (such as those tied to the change in CPI). If the payment terms call for fixed escalators, upfront payments, or rent-free periods, the rental revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the agreement. When calculating straight-line site rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions.
Property and Equipment
Property and equipment is stated at cost, net of accumulated depreciation. Property and equipment includes land owned through fee interests and perpetual easements, which have no definite life. Depreciation is computed utilizing the straight-line method at rates based upon the estimated useful lives of the various classes of assets. Depreciation for the majority of towers is
Property and Equipment
Property and equipment is stated at cost, net of accumulated depreciation. Property and equipment includes land owned through fee interests and perpetual easements, which have no definite life. Depreciation is computed utilizing the straight-line method at rates based upon the estimated useful lives of the various classes of assets. Depreciation for the majority of towers is
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in millions, except per share amounts)
computed with a useful life equal to the shorter of 20 years or the term of the underlying ground lease (where applicable and including optional renewal periods). Additions and permanent improvements to the Company's towers are capitalized, while maintenance and repairs are expensed. The carrying value of property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Abandonments and write-offs of property and equipment are recorded to "Asset write-down charges" on the Company's consolidated statement of operations and comprehensive income (loss) and were $12 million, $7 million and $13 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Asset Retirement Obligations
Pursuant to its ground lease agreements, the Company records obligations to perform asset retirement activities, including requirements to remove towers or remediate the space on which certain of its towers are located. Asset retirement obligations are included in "Other long-term liabilities" on the Company's consolidated balance sheet. The liability accretes as a result of the passage of time and the related accretion expense is included in "Depreciation, amortization and accretion" on the Company's consolidated statement of operations and comprehensive income (loss). The associated asset retirement costs are capitalized as an additional carrying amount of the related long-lived asset and depreciated over the useful life of such asset.
Goodwill
Goodwill represents the excess of the purchase price for an acquired business over the allocated value of the related net assets. Management tests goodwill for impairment at least annually or whenever events or circumstances indicate the carrying amount may not be recoverable. The annual test begins with goodwill and all intangible assets being allocated to the Company's single reporting unit, which is the same as its single operating segment. The Company then performs a qualitative assessment to determine whether it is "more likely than not" that the fair value of the reporting unit is less than its carrying amount. If the Company concludes it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount, it is necessary to perform a quantitative goodwill impairment test. The quantitative goodwill impairment test compares the estimated fair value of the reporting unit and the carrying value of the reporting unit. If the carrying amount of the reporting unit is greater than its fair value, an impairment loss shall be recognized in an amount equal to such excess, limited to the total amount of goodwill allocated to the reporting unit. The Company performed its most recent annual goodwill impairment test during the fourth quarter of 2025, which resulted in no impairment. See note 6 to the Company's consolidated financial statements.
Intangible Assets
Intangible assets are included in "Site rental contracts and tenant relationships, net" and "Other intangible assets, net" on the Company's consolidated balance sheet and predominately consist of the estimated fair value of site rental contracts and tenant relationships or other contractual rights, such as trademarks, that are recorded in conjunction with acquisitions. Site rental contracts and tenant relationships intangible assets are comprised of (1) the current term of the existing leases, (2) the high rate of tenant retention, and (3) any associated relationships that are expected to generate value following the expiration of all renewal periods under existing leases. The useful lives of intangible assets are estimated based on the period over which the intangible asset is expected to benefit the Company and gives consideration to the expected useful life of other assets to which the useful life may relate. Amortization expense for intangible assets is computed using the straight-line method over the estimated useful life of each of the intangible assets. The useful lives of site rental contracts and tenant relationships intangible assets are limited by the maximum depreciable life of the tower (20 years), as a result of the interdependency of the tower and the site rental contracts and tenant relationships. In contrast, the site rental contracts and tenant relationships are estimated to provide economic benefits for several decades because of the low rate of tenant cancellations and high rate of tenant retention experienced to date. Thus, while site rental contracts and tenant relationships intangible assets are valued based upon the fair value of the site rental contracts and tenant relationships, which includes assumptions regarding both (1) tenants' exercise of optional renewals contained in the acquired leases and (2) renewals of the acquired leases past the contractual term including exercisable options, site rental contracts and tenant relationships intangible assets are amortized over a period not to exceed 20 years. The carrying value of other intangible assets with finite useful lives will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company has a dual grouping policy for purposes of determining the unit of account for testing impairment of site rental contracts and tenant relationships intangible assets. First, the Company pools site rental contracts and tenant relationships intangible assets with the related tower assets into portfolio groups for purposes of determining the unit of account for impairment testing. Second and separately, the Company pools the site rental contracts and tenant relationships by significant tenant or by tenant grouping for
Asset Retirement Obligations
Pursuant to its ground lease agreements, the Company records obligations to perform asset retirement activities, including requirements to remove towers or remediate the space on which certain of its towers are located. Asset retirement obligations are included in "Other long-term liabilities" on the Company's consolidated balance sheet. The liability accretes as a result of the passage of time and the related accretion expense is included in "Depreciation, amortization and accretion" on the Company's consolidated statement of operations and comprehensive income (loss). The associated asset retirement costs are capitalized as an additional carrying amount of the related long-lived asset and depreciated over the useful life of such asset.
Goodwill
Goodwill represents the excess of the purchase price for an acquired business over the allocated value of the related net assets. Management tests goodwill for impairment at least annually or whenever events or circumstances indicate the carrying amount may not be recoverable. The annual test begins with goodwill and all intangible assets being allocated to the Company's single reporting unit, which is the same as its single operating segment. The Company then performs a qualitative assessment to determine whether it is "more likely than not" that the fair value of the reporting unit is less than its carrying amount. If the Company concludes it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount, it is necessary to perform a quantitative goodwill impairment test. The quantitative goodwill impairment test compares the estimated fair value of the reporting unit and the carrying value of the reporting unit. If the carrying amount of the reporting unit is greater than its fair value, an impairment loss shall be recognized in an amount equal to such excess, limited to the total amount of goodwill allocated to the reporting unit. The Company performed its most recent annual goodwill impairment test during the fourth quarter of 2025, which resulted in no impairment. See note 6 to the Company's consolidated financial statements.
Intangible Assets
Intangible assets are included in "Site rental contracts and tenant relationships, net" and "Other intangible assets, net" on the Company's consolidated balance sheet and predominately consist of the estimated fair value of site rental contracts and tenant relationships or other contractual rights, such as trademarks, that are recorded in conjunction with acquisitions. Site rental contracts and tenant relationships intangible assets are comprised of (1) the current term of the existing leases, (2) the high rate of tenant retention, and (3) any associated relationships that are expected to generate value following the expiration of all renewal periods under existing leases. The useful lives of intangible assets are estimated based on the period over which the intangible asset is expected to benefit the Company and gives consideration to the expected useful life of other assets to which the useful life may relate. Amortization expense for intangible assets is computed using the straight-line method over the estimated useful life of each of the intangible assets. The useful lives of site rental contracts and tenant relationships intangible assets are limited by the maximum depreciable life of the tower (20 years), as a result of the interdependency of the tower and the site rental contracts and tenant relationships. In contrast, the site rental contracts and tenant relationships are estimated to provide economic benefits for several decades because of the low rate of tenant cancellations and high rate of tenant retention experienced to date. Thus, while site rental contracts and tenant relationships intangible assets are valued based upon the fair value of the site rental contracts and tenant relationships, which includes assumptions regarding both (1) tenants' exercise of optional renewals contained in the acquired leases and (2) renewals of the acquired leases past the contractual term including exercisable options, site rental contracts and tenant relationships intangible assets are amortized over a period not to exceed 20 years. The carrying value of other intangible assets with finite useful lives will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company has a dual grouping policy for purposes of determining the unit of account for testing impairment of site rental contracts and tenant relationships intangible assets. First, the Company pools site rental contracts and tenant relationships intangible assets with the related tower assets into portfolio groups for purposes of determining the unit of account for impairment testing. Second and separately, the Company pools the site rental contracts and tenant relationships by significant tenant or by tenant grouping for
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in millions, except per share amounts)
individually insignificant tenants, as appropriate. If the sum of the associated estimated future cash flows (undiscounted) from an asset is less than its carrying amount, an impairment loss may be recognized. Measurement of an impairment loss would be based on the fair value of the asset.
Deferred Financing Costs
Third-party costs incurred to obtain financing, with the exception of costs incurred related to revolving lines of credit, are deferred and are included as a direct deduction from the carrying amount of the related debt liability in "Debt and other long-term obligations" on the Company's consolidated balance sheet and are amortized using the effective interest yield methodology to "Interest expense and amortization of deferred financing costs, net" on the Company's consolidated statement of operations and comprehensive income (loss) over the term of the related debt liability. Third party costs incurred to obtain financing through a revolving line of credit are deferred and are included in "Other assets, net" on the Company's consolidated balance sheet and are amortized using the effective interest yield methodology to "Interest expense and amortization of deferred financing costs, net" on the Company's consolidated statement of operations and comprehensive income (loss) over the term of the 2016 Credit Agreement (as defined in note 8).
Revenue Recognition
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 and sublease 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. 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, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of the tenant contract. Certain of the Company's tenant contracts contain (1) fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the CPI), (2) multiple renewal periods exercisable at the tenant's option and (3) only limited termination rights at the applicable tenant's option through the current term. If the payment terms call for fixed escalators, upfront payments, or rent-free periods, the revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the tenant contract. When calculating straight-line rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions, even if such escalation provisions contain a variable element in addition to a minimum. The Company's assets related to straight-line site rental revenues are recorded within "Current portion of deferred site rental receivables" and "Deferred site rental receivables" on the Company's 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 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 consolidated balance sheet.Services and Other Revenues. As part of the Company’s effort to provide comprehensive tower solutions, as an ancillary business, the Company offers certain services. For the periods presented, such services predominately consisted of (1) pre-construction site development services and (2) installation services. See note 17 to the Company's consolidated financial statements for a discussion of the Company's July 2023 restructuring plan, which included discontinuing installation services as a Towers product offering. Upon contract commencement, the Company assesses its services to tenants and identifies performance obligations for each promise to provide a distinct service.The Company may have multiple performance obligations for site development services, which primarily include: structural analysis, zoning, permitting and construction drawings. For each of these performance obligations, services revenues are recognized at completion of the applicable performance obligation, which represents the point at which the Company believes it has transferred goods or services to the 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. The transaction price for the Company's tower installation services consists of amounts for (1) permanent improvements to the Company's towers that represent a lease component and (2) the performance of the service. Amounts under the Company's tower installation service agreements that represent a lease component are recognized as site rental revenues on a straight-line basis over the length of the associated estimated lease term. For the performance of the installation service, the
Deferred Financing Costs
Third-party costs incurred to obtain financing, with the exception of costs incurred related to revolving lines of credit, are deferred and are included as a direct deduction from the carrying amount of the related debt liability in "Debt and other long-term obligations" on the Company's consolidated balance sheet and are amortized using the effective interest yield methodology to "Interest expense and amortization of deferred financing costs, net" on the Company's consolidated statement of operations and comprehensive income (loss) over the term of the related debt liability. Third party costs incurred to obtain financing through a revolving line of credit are deferred and are included in "Other assets, net" on the Company's consolidated balance sheet and are amortized using the effective interest yield methodology to "Interest expense and amortization of deferred financing costs, net" on the Company's consolidated statement of operations and comprehensive income (loss) over the term of the 2016 Credit Agreement (as defined in note 8).
Revenue Recognition
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 and sublease 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. 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, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of the tenant contract. Certain of the Company's tenant contracts contain (1) fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the CPI), (2) multiple renewal periods exercisable at the tenant's option and (3) only limited termination rights at the applicable tenant's option through the current term. If the payment terms call for fixed escalators, upfront payments, or rent-free periods, the revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the tenant contract. When calculating straight-line rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions, even if such escalation provisions contain a variable element in addition to a minimum. The Company's assets related to straight-line site rental revenues are recorded within "Current portion of deferred site rental receivables" and "Deferred site rental receivables" on the Company's 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 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 consolidated balance sheet.Services and Other Revenues. As part of the Company’s effort to provide comprehensive tower solutions, as an ancillary business, the Company offers certain services. For the periods presented, such services predominately consisted of (1) pre-construction site development services and (2) installation services. See note 17 to the Company's consolidated financial statements for a discussion of the Company's July 2023 restructuring plan, which included discontinuing installation services as a Towers product offering. Upon contract commencement, the Company assesses its services to tenants and identifies performance obligations for each promise to provide a distinct service.The Company may have multiple performance obligations for site development services, which primarily include: structural analysis, zoning, permitting and construction drawings. For each of these performance obligations, services revenues are recognized at completion of the applicable performance obligation, which represents the point at which the Company believes it has transferred goods or services to the 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. The transaction price for the Company's tower installation services consists of amounts for (1) permanent improvements to the Company's towers that represent a lease component and (2) the performance of the service. Amounts under the Company's tower installation service agreements that represent a lease component are recognized as site rental revenues on a straight-line basis over the length of the associated estimated lease term. For the performance of the installation service, the
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in millions, except per share amounts)
Company has one performance obligation, which is satisfied at the time of the applicable installation or augmentation and recognized as services and other revenues on the Company's consolidated statement of operations and comprehensive income (loss). Since performance obligations are typically satisfied prior to receiving payment from tenants, the unconditional right to payment is recorded within "Receivables, net" on the Company’s consolidated balance sheet. Generally, the services the Company provides to its tenants have a duration of one year or less.Additional Information on Revenues. As of January 1, 2025 and December 31, 2025, $430 million and $437 million of unrecognized revenues, respectively, were reported in "Deferred revenues" and "Other long-term liabilities" on the Company's consolidated balance sheet. During the year ended December 31, 2025, approximately $121 million of the January 1, 2025 unrecognized revenues balance was recognized as revenues. As of January 1, 2024, $623 million of unrecognized revenues were reported in "Deferred revenues" and "Other long-term liabilities" on the Company's consolidated balance sheet. During the year ended December 31, 2024, approximately $185 million of the January 1, 2024 unrecognized revenues balance was recognized as revenues.See note 4 for further discussion regarding the Company’s revenues.
Costs of Operations
Approximately 75% of the Company's site rental costs of operations expenses consist of towers ground lease expenses, and the remainder includes employee compensation and related benefit costs, property taxes, repairs and maintenance expenses, and utilities. Generally, the ground leases for land are specific to each site and are for an initial term of between five to 15 years and are renewable for pre-determined periods. The Company also enters into ground leases, such as term easements, in which it prepays the entire term in advance.Ground lease are recognized on a ratable basis, regardless of whether the payment terms require the Company to make payments annually, semi-annually, quarterly, monthly, or for the entire term in advance. Certain of the Company's ground lease agreements contain fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the change in CPI). If the payment terms include fixed escalators, upfront payments, or rent-free periods, the effect of such terms are recognized on a straight-line basis. When calculating straight-line ground lease expense, the Company considers all fixed elements of contractual escalation provisions, even if such escalation provisions contain a variable element in addition to a minimum. The Company's liability related to straight-line expense is included in "Operating lease right-of-use assets" on the Company's consolidated balance sheet. The Company's assets related to prepaid agreements are included in "Operating lease right-of-use assets" on the Company's consolidated balance sheet.Services and other costs of operations predominately consist of third-party service providers such as contractors and professional services firms and, to a lesser extent, internal labor costs, associated with the Company's site development and installation services. See note 17 to the Company's consolidated financial statements for a discussion of the Company's July 2023 restructuring plan, which included discontinuing installation services as a product offering. The Company's costs incurred prior to the satisfaction of associated performance obligations of $13 million and $14 million as of December 31, 2025 and 2024, respectively, are included in "Other current assets" on the Company's consolidated balance sheet.
Acquisitions and Integration Costs
Direct or incremental costs related to a potential or completed business combination transaction are expensed as incurred. Such costs are predominately comprised of severance, retention bonuses payable to employees of an acquired enterprise, temporary employees to assist with the integration of the acquired operations, fees paid for services (such as consulting, accounting, legal, or engineering reviews), and any other costs directly associated with the transaction. These business combination costs are included in "Acquisition and integration costs" on the Company's consolidated statement of operations and comprehensive income (loss). For those transactions accounted for as asset acquisitions, these costs are capitalized as part of the purchase price.
Stock-based Compensation Expense, Net
Restricted Stock Units. The Company records stock-based compensation expense for unvested restricted stock units ("RSUs") for which the requisite service is expected to be rendered. The cumulative effect of a change in the estimated number of RSUs for which the requisite service is expected to be or has been rendered is recognized in the period of the change in the estimate. To the extent that the requisite service is rendered, compensation cost for accounting purposes is not reversed; rather, it is recognized regardless of whether or not the awards vest. A discussion of the Company's valuation techniques and related assumptions and estimates used to measure the Company's stock-based compensation expense is as follows:
Costs of Operations
Approximately 75% of the Company's site rental costs of operations expenses consist of towers ground lease expenses, and the remainder includes employee compensation and related benefit costs, property taxes, repairs and maintenance expenses, and utilities. Generally, the ground leases for land are specific to each site and are for an initial term of between five to 15 years and are renewable for pre-determined periods. The Company also enters into ground leases, such as term easements, in which it prepays the entire term in advance.Ground lease are recognized on a ratable basis, regardless of whether the payment terms require the Company to make payments annually, semi-annually, quarterly, monthly, or for the entire term in advance. Certain of the Company's ground lease agreements contain fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the change in CPI). If the payment terms include fixed escalators, upfront payments, or rent-free periods, the effect of such terms are recognized on a straight-line basis. When calculating straight-line ground lease expense, the Company considers all fixed elements of contractual escalation provisions, even if such escalation provisions contain a variable element in addition to a minimum. The Company's liability related to straight-line expense is included in "Operating lease right-of-use assets" on the Company's consolidated balance sheet. The Company's assets related to prepaid agreements are included in "Operating lease right-of-use assets" on the Company's consolidated balance sheet.Services and other costs of operations predominately consist of third-party service providers such as contractors and professional services firms and, to a lesser extent, internal labor costs, associated with the Company's site development and installation services. See note 17 to the Company's consolidated financial statements for a discussion of the Company's July 2023 restructuring plan, which included discontinuing installation services as a product offering. The Company's costs incurred prior to the satisfaction of associated performance obligations of $13 million and $14 million as of December 31, 2025 and 2024, respectively, are included in "Other current assets" on the Company's consolidated balance sheet.
Acquisitions and Integration Costs
Direct or incremental costs related to a potential or completed business combination transaction are expensed as incurred. Such costs are predominately comprised of severance, retention bonuses payable to employees of an acquired enterprise, temporary employees to assist with the integration of the acquired operations, fees paid for services (such as consulting, accounting, legal, or engineering reviews), and any other costs directly associated with the transaction. These business combination costs are included in "Acquisition and integration costs" on the Company's consolidated statement of operations and comprehensive income (loss). For those transactions accounted for as asset acquisitions, these costs are capitalized as part of the purchase price.
Stock-based Compensation Expense, Net
Restricted Stock Units. The Company records stock-based compensation expense for unvested restricted stock units ("RSUs") for which the requisite service is expected to be rendered. The cumulative effect of a change in the estimated number of RSUs for which the requisite service is expected to be or has been rendered is recognized in the period of the change in the estimate. To the extent that the requisite service is rendered, compensation cost for accounting purposes is not reversed; rather, it is recognized regardless of whether or not the awards vest. A discussion of the Company's valuation techniques and related assumptions and estimates used to measure the Company's stock-based compensation expense is as follows:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in millions, except per share amounts)
Valuation. The fair value of RSUs without market conditions is determined based on the number of shares relating to such RSUs and the quoted price of the Company's common stock at the date of grant. The Company estimates the fair value of RSUs with market and performance conditions granted using a Monte Carlo simulation. The Company's determination of the fair value of RSUs with market conditions on the date of grant is affected by its common stock price as well as assumptions regarding a number of highly complex or subjective variables. The determination of fair value using a Monte Carlo simulation requires the input of subjective assumptions, and other reasonable assumptions could provide differing results.Amortization Method. The Company amortizes the fair value of all RSUs on a straight-line basis for each separately vesting tranche of the award (graded vesting schedule) over the requisite service periods. Expected Volatility. The Company estimates the volatility of its common stock at the date of grant based on the historical volatility of its common stock.Expected Dividend Rate. The expected dividend rate at the date of grant is based on the then-current dividend yield.Risk-Free Rate. The Company bases the risk-free rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term equal to the expected life of the award.Forfeitures. The Company uses historical award forfeiture data and management's judgment about the future employee turnover rates to estimate the number of shares for which the requisite service period will not be rendered.
Interest Expense and Amortization of Deferred Financing Costs, Net
The components of interest expense and amortization of deferred financing costs, net are as follows: [Table with ~4 rows, ~16 numbers, and 222 characters.] The Company amortizes deferred financing costs, discounts and premiums over the estimated term of the related borrowing using the effective interest yield method. Deferred financing costs and discounts are generally presented as a direct reduction to the related debt obligation on the Company's consolidated balance sheet.
Assets Held for Sale and Discontinued Operations
We classify an asset as held for sale when the following criteria are met: (1) management with proper authority has approved and committed to a plan to sell, (2) the asset is available for immediate sale, (3) an active program to locate a buyer has commenced at a price that is reasonable in relation to its current fair value, (4) the sale of the asset is probable (5) transfer of the asset is expected to occur within one year, except in certain circumstances such as extended regulatory approval, and (6) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Assets classified as held for sale are recorded at the lower of carrying value or fair value, less costs to sell and are no longer depreciated.Further, we classify the balances and results related to a disposal in discontinued operations if all of the following criteria are met: (1) the operations and cash flows of the disposal group can be clearly distinguished from the rest of the company, (2) the disposal group meets the criteria to be classified as held for sale and (3) the disposal represents a strategic shift that has or will have a major effect on our operations and financial results. For businesses classified as discontinued operations, the associated balances included in the consolidated balance sheet and consolidated statement of operations and comprehensive income (loss) are reclassified from their historical presentation to assets and liabilities of discontinued operations on the consolidated balance sheet and to discontinued operations on the consolidated statement of operations and comprehensive income (loss), respectively, for all periods presented. The gains or losses associated with the discontinued operation are also recorded in discontinued operations on the consolidated statement of operations and comprehensive income (loss). See notes 1 and 3 to the Company's consolidated financial statements for a discussion of the Company's discontinued operations.
Interest Expense and Amortization of Deferred Financing Costs, Net
The components of interest expense and amortization of deferred financing costs, net are as follows: [Table with ~4 rows, ~16 numbers, and 222 characters.] The Company amortizes deferred financing costs, discounts and premiums over the estimated term of the related borrowing using the effective interest yield method. Deferred financing costs and discounts are generally presented as a direct reduction to the related debt obligation on the Company's consolidated balance sheet.
Assets Held for Sale and Discontinued Operations
We classify an asset as held for sale when the following criteria are met: (1) management with proper authority has approved and committed to a plan to sell, (2) the asset is available for immediate sale, (3) an active program to locate a buyer has commenced at a price that is reasonable in relation to its current fair value, (4) the sale of the asset is probable (5) transfer of the asset is expected to occur within one year, except in certain circumstances such as extended regulatory approval, and (6) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Assets classified as held for sale are recorded at the lower of carrying value or fair value, less costs to sell and are no longer depreciated.Further, we classify the balances and results related to a disposal in discontinued operations if all of the following criteria are met: (1) the operations and cash flows of the disposal group can be clearly distinguished from the rest of the company, (2) the disposal group meets the criteria to be classified as held for sale and (3) the disposal represents a strategic shift that has or will have a major effect on our operations and financial results. For businesses classified as discontinued operations, the associated balances included in the consolidated balance sheet and consolidated statement of operations and comprehensive income (loss) are reclassified from their historical presentation to assets and liabilities of discontinued operations on the consolidated balance sheet and to discontinued operations on the consolidated statement of operations and comprehensive income (loss), respectively, for all periods presented. The gains or losses associated with the discontinued operation are also recorded in discontinued operations on the consolidated statement of operations and comprehensive income (loss). See notes 1 and 3 to the Company's consolidated financial statements for a discussion of the Company's discontinued operations.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in millions, except per share amounts)
Income Taxes
The Company operates as a REIT for U.S. federal income tax purposes. As a REIT, the Company is generally entitled to a deduction for dividends that it pays and therefore is not subject to U.S. federal corporate income tax on its net taxable income that is currently distributed to its stockholders. The Company may be subject to certain federal, state, local and foreign taxes on its income, including (1) taxes on any undistributed income and (2) taxes related to the TRSs. In addition, the Company could, under certain circumstances, be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Internal Revenue Code of 1986, as amended ("Code"), to maintain qualification for taxation as a REIT. Additionally, the Company has included in TRSs certain other assets and operations. Those 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 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 certain acquisitions by the REIT, the Company will be subject to a federal corporate level tax rate (currently 21%) on any gain recognized from the sale of assets occurring within a specified period (generally 5 years) after the transfer date up to the amount of the built in gain that existed on the transfer date, which is based upon the fair market value of those assets in excess of the Company's tax basis on the transfer date. This gain can be offset by any remaining federal net operating loss carryforwards ("NOLs").For the Company's TRSs, the Company accounts for income taxes using an asset and liability approach, which requires the recognition of deferred income tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. Deferred income tax assets and liabilities are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates. A valuation allowance is provided on deferred tax assets if it is determined that it is "more likely than not" that the asset will not be realized. The Company records a valuation allowance against deferred tax assets when it is "more likely than not" that some portion or all of the deferred tax asset will not be realized. The Company reviews the recoverability of deferred tax assets each quarter and based upon projections of future taxable income, reversing deferred tax liabilities or other known events that are expected to affect future taxable income, records a valuation allowance for assets that do not meet the "more likely than not" realization threshold. Valuation allowances may be reversed if related deferred tax assets are deemed realizable based upon changes in facts and circumstances that impact the recoverability of the asset.The Company recognizes a tax position if it is "more likely than not" that it will be sustained upon examination. The tax position is measured at the largest amount that is greater than 50 percent likely of being realized upon ultimate settlement. The Company reports penalties and tax-related interest expense as a component of the benefit (provision) for income taxes. As of December 31, 2025 and 2024, the Company has not recorded any material penalties related to its income tax positions. See note 10.
Per Share Information
Basic net income (loss), per common share, excludes dilution and is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. For the years ended December 31, 2025, 2024 and 2023, 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 RSUs as determined under the treasury stock method.
Income Taxes
The Company operates as a REIT for U.S. federal income tax purposes. As a REIT, the Company is generally entitled to a deduction for dividends that it pays and therefore is not subject to U.S. federal corporate income tax on its net taxable income that is currently distributed to its stockholders. The Company may be subject to certain federal, state, local and foreign taxes on its income, including (1) taxes on any undistributed income and (2) taxes related to the TRSs. In addition, the Company could, under certain circumstances, be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Internal Revenue Code of 1986, as amended ("Code"), to maintain qualification for taxation as a REIT. Additionally, the Company has included in TRSs certain other assets and operations. Those 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 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 certain acquisitions by the REIT, the Company will be subject to a federal corporate level tax rate (currently 21%) on any gain recognized from the sale of assets occurring within a specified period (generally 5 years) after the transfer date up to the amount of the built in gain that existed on the transfer date, which is based upon the fair market value of those assets in excess of the Company's tax basis on the transfer date. This gain can be offset by any remaining federal net operating loss carryforwards ("NOLs").For the Company's TRSs, the Company accounts for income taxes using an asset and liability approach, which requires the recognition of deferred income tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. Deferred income tax assets and liabilities are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates. A valuation allowance is provided on deferred tax assets if it is determined that it is "more likely than not" that the asset will not be realized. The Company records a valuation allowance against deferred tax assets when it is "more likely than not" that some portion or all of the deferred tax asset will not be realized. The Company reviews the recoverability of deferred tax assets each quarter and based upon projections of future taxable income, reversing deferred tax liabilities or other known events that are expected to affect future taxable income, records a valuation allowance for assets that do not meet the "more likely than not" realization threshold. Valuation allowances may be reversed if related deferred tax assets are deemed realizable based upon changes in facts and circumstances that impact the recoverability of the asset.The Company recognizes a tax position if it is "more likely than not" that it will be sustained upon examination. The tax position is measured at the largest amount that is greater than 50 percent likely of being realized upon ultimate settlement. The Company reports penalties and tax-related interest expense as a component of the benefit (provision) for income taxes. As of December 31, 2025 and 2024, the Company has not recorded any material penalties related to its income tax positions. See note 10.
Per Share Information
Basic net income (loss), per common share, excludes dilution and is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. For the years ended December 31, 2025, 2024 and 2023, 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 RSUs as determined under the treasury stock method.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in millions, except per share amounts)
A reconciliation of the numerators and denominators of the basic and diluted per share computations is shown in the table below. [Table with ~14 rows, ~38 numbers, and 931 characters.]
Fair Values
The Company's assets and liabilities recorded at fair value are categorized based upon a fair value hierarchy that ranks the quality and reliability of the information used to determine fair value. The three levels of the fair value hierarchy are (1) Level 1 — quoted prices (unadjusted) in active and accessible markets, (2) Level 2 — observable prices that are based on inputs not quoted in active markets but corroborated by market data, and (3) Level 3 — unobservable inputs and are not corroborated by market data. The Company evaluates fair value hierarchy level classifications quarterly, and transfers between levels are effective at the end of the quarterly period. 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. There were no changes since December 31, 2024 in the Company's valuation techniques used to measure fair values. See note 9 for a further discussion of fair values.
Fair Values
The Company's assets and liabilities recorded at fair value are categorized based upon a fair value hierarchy that ranks the quality and reliability of the information used to determine fair value. The three levels of the fair value hierarchy are (1) Level 1 — quoted prices (unadjusted) in active and accessible markets, (2) Level 2 — observable prices that are based on inputs not quoted in active markets but corroborated by market data, and (3) Level 3 — unobservable inputs and are not corroborated by market data. The Company evaluates fair value hierarchy level classifications quarterly, and transfers between levels are effective at the end of the quarterly period. 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. There were no changes since December 31, 2024 in the Company's valuation techniques used to measure fair values. See note 9 for a further discussion of fair values.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in millions, except per share amounts)
Recently Adopted Accounting Pronouncements
In December 2023, the Financial Accounting Standard Board ("FASB") issued new guidance, which became effective starting with the Company's 2025 Form 10-K, that enhances the transparency and decision usefulness of income tax disclosures, primarily through changes to the rate reconciliation and income taxes paid disclosures. The Company adopted the guidance as of the effective date (i.e. for fiscal years beginning after December 15, 2024). The Company adopted the new income tax disclosure guidance using a retrospective approach for each prior reporting period presented. The adoption of the new guidance did not have a material impact on the Company's consolidated financial statements but resulted in expanded disclosure, primarily within its income tax footnote. See note 10 to the Company's consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued new guidance which 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 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 a 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 17 to the Company's 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. Under the Strategic Fiber Agreement, the Company will receive $8.5 billion in aggregate cash proceeds, subject to certain closing adjustments. As such, the Fiber Business' results and net assets are presented herein as discontinued operations and comparable prior periods have been recast to reflect this change. The Company recorded a loss from disposal of discontinued operations of $1.6 billion for the year ended December 31, 2025 related to the classification of the Fiber Business as "held for sale", which represents the excess of the carrying value of the Fiber Business over the purchase price, less estimated costs to sell. The loss is included in "Gain (loss) from disposal of discontinued operations" in the 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 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, management will continue to operate the Fiber Business in accordance with the Strategic Fiber Agreement.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 anticipated disposal represents a strategic shift that will have a material impact on the Company's operating results. The tables below set forth the assets and liabilities related to discontinued operations as of December 31, 2025 and December 31, 2024 and results of operations related to discontinued operations for the years ended December 31, 2025, 2024, and 2023. See note 15 to our condensed consolidated financial statements for a discussion of our reportable segment.
Recently Adopted Accounting Pronouncements
In December 2023, the Financial Accounting Standard Board ("FASB") issued new guidance, which became effective starting with the Company's 2025 Form 10-K, that enhances the transparency and decision usefulness of income tax disclosures, primarily through changes to the rate reconciliation and income taxes paid disclosures. The Company adopted the guidance as of the effective date (i.e. for fiscal years beginning after December 15, 2024). The Company adopted the new income tax disclosure guidance using a retrospective approach for each prior reporting period presented. The adoption of the new guidance did not have a material impact on the Company's consolidated financial statements but resulted in expanded disclosure, primarily within its income tax footnote. See note 10 to the Company's consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued new guidance which 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 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 a 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 17 to the Company's 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. Under the Strategic Fiber Agreement, the Company will receive $8.5 billion in aggregate cash proceeds, subject to certain closing adjustments. As such, the Fiber Business' results and net assets are presented herein as discontinued operations and comparable prior periods have been recast to reflect this change. The Company recorded a loss from disposal of discontinued operations of $1.6 billion for the year ended December 31, 2025 related to the classification of the Fiber Business as "held for sale", which represents the excess of the carrying value of the Fiber Business over the purchase price, less estimated costs to sell. The loss is included in "Gain (loss) from disposal of discontinued operations" in the 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 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, management will continue to operate the Fiber Business in accordance with the Strategic Fiber Agreement.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 anticipated disposal represents a strategic shift that will have a material impact on the Company's operating results. The tables below set forth the assets and liabilities related to discontinued operations as of December 31, 2025 and December 31, 2024 and results of operations related to discontinued operations for the years ended December 31, 2025, 2024, and 2023. See note 15 to our condensed consolidated financial statements for a discussion of our reportable segment.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in millions, except per share amounts)
[Table with ~21 rows, ~35 numbers, and 770 characters.] [Table with ~6 rows, ~20 numbers, and 379 characters.] (a)As of December 31, 2025 and December 31, 2024, inclusive of $34 million and $20 million, respectively, in cash and cash equivalents and restricted cash and cash equivalents.(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.(c)In addition to the loss recorded in conjunction with the valuation allowance for assets held for sale, there was $68 million included in "Gain (loss) from disposal of discontinued operations" on the Company's consolidated statement of operations and comprehensive income (loss) for the twelve months ended December 31, 2025, related to selling costs that were incurred during the respective period ended December 31, 2025.
4.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 December 31, 2025. As of December 31, 2025, the weighted-average remaining term of tenant contracts was approximately six years, exclusive of renewals exercisable at the tenant's option.Years Ending December 31,20262027202820292030ThereafterTotalContracted amounts(a)(b)$3,777 $3,810 $3,668 $2,961 $2,778 $6,661 $23,655
4.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 December 31, 2025. As of December 31, 2025, the weighted-average remaining term of tenant contracts was approximately six years, exclusive of renewals exercisable at the tenant's option.Years Ending December 31,20262027202820292030ThereafterTotalContracted amounts(a)(b)$3,777 $3,810 $3,668 $2,961 $2,778 $6,661 $23,655
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in millions, except per share amounts)
(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 notice of default and termination of the DISH Master Lease Agreement and underlying agreements delivered on January 12, 2026. See note 18 for further information. See notes 2 and 14 for further discussion regarding the Company's lessor arrangements and note 15 for further information regarding the Company's single operating segment.
5.Property and Equipment
The major classes of property and equipment are summarized in the table below. [Table with ~8 rows, ~22 numbers, and 360 characters.] (a)Includes land owned through fee interests and perpetual easements. For the years ended December 31, 2025, 2024, and 2023 depreciation expense was $488 million, $515 million, and $519 million, respectively.22% of the Company's towers are leased or subleased or operated and managed under a master lease or other related agreements with AT&T. The Company has the option to purchase the leased and subleased towers from AT&T at the end of the respective lease or sublease terms for aggregate option payments of approximately $4.2 billion, which payments, if such option is exercised, would be due between 2032 and 2048.32% of the Company's towers are leased or subleased or operated and managed under master leases, subleases, or other agreements with T-Mobile (including those which T-Mobile assumed in its merger with Sprint). In 2037, the Company has the option to purchase all (but not less than all) of approximately half of such leased and subleased towers from T-Mobile for approximately $2.3 billion. The Company has the option to purchase the remainder of such towers from T-Mobile at the end of the respective terms for aggregate option payments of approximately $2.0 billion, which payments, if such option is exercised, would be due between 2035 and 2049. In addition, another 1% of the Company's towers under master leases, subleases, or other agreements with T-Mobile are subject to a lease and sublease or other related arrangements with AT&T. The Company has the option to purchase these towers from AT&T at the end of their respective lease terms for aggregate option payments of up to approximately $373 million as of December 31, 2025, which payments, if such option is exercised, would be due prior to 2032 (less than $5 million would be due before 2029).See note 14 for further discussion of finance leases recorded as "Property and equipment, net" on the Company's consolidated balance sheet.
6.Goodwill and Intangible Assets
Goodwill
The carrying value of goodwill was $5.1 billion as of December 31, 2025 and 2024. There were no additions during the years ended December 31, 2025 and 2024.
Intangible Assets
The following is a summary of the Company's intangible assets.
5.Property and Equipment
The major classes of property and equipment are summarized in the table below. [Table with ~8 rows, ~22 numbers, and 360 characters.] (a)Includes land owned through fee interests and perpetual easements. For the years ended December 31, 2025, 2024, and 2023 depreciation expense was $488 million, $515 million, and $519 million, respectively.22% of the Company's towers are leased or subleased or operated and managed under a master lease or other related agreements with AT&T. The Company has the option to purchase the leased and subleased towers from AT&T at the end of the respective lease or sublease terms for aggregate option payments of approximately $4.2 billion, which payments, if such option is exercised, would be due between 2032 and 2048.32% of the Company's towers are leased or subleased or operated and managed under master leases, subleases, or other agreements with T-Mobile (including those which T-Mobile assumed in its merger with Sprint). In 2037, the Company has the option to purchase all (but not less than all) of approximately half of such leased and subleased towers from T-Mobile for approximately $2.3 billion. The Company has the option to purchase the remainder of such towers from T-Mobile at the end of the respective terms for aggregate option payments of approximately $2.0 billion, which payments, if such option is exercised, would be due between 2035 and 2049. In addition, another 1% of the Company's towers under master leases, subleases, or other agreements with T-Mobile are subject to a lease and sublease or other related arrangements with AT&T. The Company has the option to purchase these towers from AT&T at the end of their respective lease terms for aggregate option payments of up to approximately $373 million as of December 31, 2025, which payments, if such option is exercised, would be due prior to 2032 (less than $5 million would be due before 2029).See note 14 for further discussion of finance leases recorded as "Property and equipment, net" on the Company's consolidated balance sheet.
6.Goodwill and Intangible Assets
Goodwill
The carrying value of goodwill was $5.1 billion as of December 31, 2025 and 2024. There were no additions during the years ended December 31, 2025 and 2024.
Intangible Assets
The following is a summary of the Company's intangible assets.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in millions, except per share amounts)
[Table with ~3 rows, ~20 numbers, and 339 characters.] Amortization expense related to intangible assets is classified as "Depreciation, amortization and accretion" on the Company's consolidated statement of operations and comprehensive income (loss) and was $177 million, $198 million, and $247 million for the years ended December 31, 2025, 2024 and 2023, respectively. The estimated annual amortization expense related to intangible assets for the years ending December 31, 2026 to 2030 is as follows: Years Ending December 31,20262027202820292030Estimated annual amortization$172 $89 $85 $84 $84
7.Other Liabilities
Other long-term liabilities
The following is a summary of the components of "Other long-term liabilities" as presented on the Company's consolidated balance sheet. See also note 2. [Table with ~5 rows, ~13 numbers, and 181 characters.] Pursuant to its ground lease agreements, the Company has the obligation to perform certain asset retirement activities, including requirements upon contract termination to remove its tower or remediate the space on which its tower is located. The changes in the carrying amount of the Company's asset retirement obligations were as follows: [Table with ~5 rows, ~14 numbers, and 144 characters.]
Other accrued liabilities
Other accrued liabilities included accrued payroll and other accrued compensation of $72 million and $58 million as of December 31, 2025 and 2024, respectively.
7.Other Liabilities
Other long-term liabilities
The following is a summary of the components of "Other long-term liabilities" as presented on the Company's consolidated balance sheet. See also note 2. [Table with ~5 rows, ~13 numbers, and 181 characters.] Pursuant to its ground lease agreements, the Company has the obligation to perform certain asset retirement activities, including requirements upon contract termination to remove its tower or remediate the space on which its tower is located. The changes in the carrying amount of the Company's asset retirement obligations were as follows: [Table with ~5 rows, ~14 numbers, and 144 characters.]
Other accrued liabilities
Other accrued liabilities included accrued payroll and other accrued compensation of $72 million and $58 million as of December 31, 2025 and 2024, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in millions, except per share amounts)
8.Debt and Other Obligations
The table below sets forth the Company's debt and other obligations as of December 31, 2025. [Table with ~40 rows, ~209 numbers, and 2200 characters.] (a)Represents the weighted-average stated interest rate, as applicable.(b)In May 2025, the Company paid in full the previously outstanding Tower Revenue Notes, Series 2015-2 on the anticipated repayment date.(c)If the Tower Revenue Notes, Series 2018-2 are not paid in full on or prior to an applicable anticipated repayment date, then Excess Cash Flow (as defined in the indenture governing the terms of such notes) of the issuers of such notes will be used to repay principal of the Tower Revenue Notes, Series 2018-2, and additional interest (of an additional approximately 5% per annum) will accrue. As of December 31, 2025, the Tower Revenue Notes, Series 2018-2 have principal amounts of $750 million, with an anticipated repayment date in 2028.(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.(e)For the years ended December 31, 2025 and December 31, 2024, reflects $5 million and $8 million, respectively, in finance lease obligations (primarily related to vehicles).(f)As of December 31, 2025, the undrawn availability under the senior unsecured revolving credit facility ("2016 Revolver") was $6.0 billion.(g)Both the 2016 Revolver and senior unsecured term loan A facility ("2016 Term Loan A" and, collectively, "2016 Credit Facility") bear interest, at the Company's option, at either (1) Term SOFR plus (i) a credit spread adjustment of 0.10% per annum and (ii) a credit spread ranging from 0.875% to 1.750% per annum or (2) an alternate base rate plus a credit spread ranging from 0.000% to 0.750% per annum, in each case, with the applicable credit
8.Debt and Other Obligations
The table below sets forth the Company's debt and other obligations as of December 31, 2025. [Table with ~40 rows, ~209 numbers, and 2200 characters.] (a)Represents the weighted-average stated interest rate, as applicable.(b)In May 2025, the Company paid in full the previously outstanding Tower Revenue Notes, Series 2015-2 on the anticipated repayment date.(c)If the Tower Revenue Notes, Series 2018-2 are not paid in full on or prior to an applicable anticipated repayment date, then Excess Cash Flow (as defined in the indenture governing the terms of such notes) of the issuers of such notes will be used to repay principal of the Tower Revenue Notes, Series 2018-2, and additional interest (of an additional approximately 5% per annum) will accrue. As of December 31, 2025, the Tower Revenue Notes, Series 2018-2 have principal amounts of $750 million, with an anticipated repayment date in 2028.(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.(e)For the years ended December 31, 2025 and December 31, 2024, reflects $5 million and $8 million, respectively, in finance lease obligations (primarily related to vehicles).(f)As of December 31, 2025, the undrawn availability under the senior unsecured revolving credit facility ("2016 Revolver") was $6.0 billion.(g)Both the 2016 Revolver and senior unsecured term loan A facility ("2016 Term Loan A" and, collectively, "2016 Credit Facility") bear interest, at the Company's option, at either (1) Term SOFR plus (i) a credit spread adjustment of 0.10% per annum and (ii) a credit spread ranging from 0.875% to 1.750% per annum or (2) an alternate base rate plus a credit spread ranging from 0.000% to 0.750% per annum, in each case, with the applicable credit
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in millions, except per share amounts)
spread based on the Company's senior unsecured debt rating. The Company pays a commitment fee ranging from 0.080% to 0.300%, based on the Company's senior unsecured debt rating, per annum on the undrawn available amount under the 2016 Revolver. See further discussion below regarding potential adjustments to such percentages. (h)The maturities of the Commercial Paper Notes, as defined below, when outstanding, may vary but may not exceed 397 days from the date of issue. There were no Commercial Paper Notes issued or outstanding during the period that had original maturities greater than three months.(i)In July 2025, the Company repaid in full the 1.350% Senior Notes on the contractual maturity date. The credit agreement governing the Company's 2016 Credit Facility ("2016 Credit Agreement") contains financial maintenance covenants. The Company is currently in compliance with these financial maintenance covenants. In addition, certain of the Company's debt agreements also contain restrictive covenants that place restrictions on CCI or its subsidiaries and may limit the Company's ability to, among other things, incur additional debt and liens, purchase the Company's securities, make capital expenditures, dispose of assets, undertake transactions with affiliates, make other investments, pay dividends or distribute excess cash flow.
Bank Debt
2016 Credit Facility. In January 2016, the Company established the 2016 Credit Facility, which was originally comprised of (1) a $2.5 billion 2016 Revolver maturing in January 2021, (2) a $2.0 billion 2016 Term Loan A maturing in January 2021 and (3) a $1.0 billion senior unsecured 364-day revolving credit facility ("364-Day Facility") maturing in January 2017. The Company used the net proceeds from the 2016 Credit Facility (1) to repay the then outstanding senior credit facility originally established in January 2012 and (2) for general corporate purposes. In February 2016, the Company used a portion of the net proceeds from the February 2016 issuance of $1.5 billion aggregate principal amount of senior unsecured notes offering to repay in full all outstanding borrowings under the then outstanding 364-Day Facility. In February 2017, the Company entered into an amendment to the 2016 Credit Facility to (1) incur additional term loans in an aggregate principal amount of $500 million and (2) extend the maturity of both the 2016 Term Loan A and the 2016 Revolver to January 2022. In August 2017, the Company entered into an amendment to the 2016 Credit Facility to (1) increase commitments on the 2016 Revolver to $3.5 billion, and (2) extend the maturity of the 2016 Credit Facility to August 2022.In June 2018, the Company entered into an amendment to the 2016 Credit Facility to (1) increase commitments on the 2016 Revolver to $4.25 billion, and (2) extend the maturity of the 2016 Credit Facility to June 2023. In June 2019, the Company entered into an amendment to the 2016 Credit Facility to (1) increase commitments on the 2016 Revolver to $5.0 billion, and (2) extend the maturity of the 2016 Credit Facility to June 2024.In June 2021, the Company entered into an amendment to the 2016 Credit Agreement that provided for, among other things, (1) the extension of the maturity date of the 2016 Credit Facility to June 2026, (2) reductions to the interest rate spread ("Spread") and unused commitment fee ("Commitment Fee") percentage upon meeting specified annual sustainability targets ("Targets") and increases to the Spread and Commitment Fee percentage upon the failure to meet specified annual sustainability thresholds ("Thresholds") and (3) the inclusion of "hardwired" LIBOR transition provisions consistent with those published by the Alternative Reference Rate Committee. The Spread and Commitment Fee are subject to an upward adjustment of up to 0.05% and 0.01%, respectively, if the Company fails to achieve the Thresholds. The Spread and Commitment Fee are subject to a downward adjustment of up to 0.05% and 0.01%, respectively, if the Company achieves the Targets. In January of the years 2022 through 2026, the Company submitted the required documentation and received confirmation from its administrative agent that all Targets were met as of the respective prior fiscal year ends, and, as such, the Spread and Commitment Fee percentage reductions were applied in January 2022 and maintained for 2023, 2024, 2025 and 2026.In July 2022, the Company entered into an amendment to the 2016 Credit Agreement that provided for, among other things, (1) the extension of the maturity date of the 2016 Credit Facility to July 2027, (2) an increase to the commitments on the 2016 Revolver to $7.0 billion, (3) certain modifications to the specified sustainability metric and (4) the replacement of the LIBOR pricing benchmark with a Term SOFR pricing benchmark.
Bank Debt
2016 Credit Facility. In January 2016, the Company established the 2016 Credit Facility, which was originally comprised of (1) a $2.5 billion 2016 Revolver maturing in January 2021, (2) a $2.0 billion 2016 Term Loan A maturing in January 2021 and (3) a $1.0 billion senior unsecured 364-day revolving credit facility ("364-Day Facility") maturing in January 2017. The Company used the net proceeds from the 2016 Credit Facility (1) to repay the then outstanding senior credit facility originally established in January 2012 and (2) for general corporate purposes. In February 2016, the Company used a portion of the net proceeds from the February 2016 issuance of $1.5 billion aggregate principal amount of senior unsecured notes offering to repay in full all outstanding borrowings under the then outstanding 364-Day Facility. In February 2017, the Company entered into an amendment to the 2016 Credit Facility to (1) incur additional term loans in an aggregate principal amount of $500 million and (2) extend the maturity of both the 2016 Term Loan A and the 2016 Revolver to January 2022. In August 2017, the Company entered into an amendment to the 2016 Credit Facility to (1) increase commitments on the 2016 Revolver to $3.5 billion, and (2) extend the maturity of the 2016 Credit Facility to August 2022.In June 2018, the Company entered into an amendment to the 2016 Credit Facility to (1) increase commitments on the 2016 Revolver to $4.25 billion, and (2) extend the maturity of the 2016 Credit Facility to June 2023. In June 2019, the Company entered into an amendment to the 2016 Credit Facility to (1) increase commitments on the 2016 Revolver to $5.0 billion, and (2) extend the maturity of the 2016 Credit Facility to June 2024.In June 2021, the Company entered into an amendment to the 2016 Credit Agreement that provided for, among other things, (1) the extension of the maturity date of the 2016 Credit Facility to June 2026, (2) reductions to the interest rate spread ("Spread") and unused commitment fee ("Commitment Fee") percentage upon meeting specified annual sustainability targets ("Targets") and increases to the Spread and Commitment Fee percentage upon the failure to meet specified annual sustainability thresholds ("Thresholds") and (3) the inclusion of "hardwired" LIBOR transition provisions consistent with those published by the Alternative Reference Rate Committee. The Spread and Commitment Fee are subject to an upward adjustment of up to 0.05% and 0.01%, respectively, if the Company fails to achieve the Thresholds. The Spread and Commitment Fee are subject to a downward adjustment of up to 0.05% and 0.01%, respectively, if the Company achieves the Targets. In January of the years 2022 through 2026, the Company submitted the required documentation and received confirmation from its administrative agent that all Targets were met as of the respective prior fiscal year ends, and, as such, the Spread and Commitment Fee percentage reductions were applied in January 2022 and maintained for 2023, 2024, 2025 and 2026.In July 2022, the Company entered into an amendment to the 2016 Credit Agreement that provided for, among other things, (1) the extension of the maturity date of the 2016 Credit Facility to July 2027, (2) an increase to the commitments on the 2016 Revolver to $7.0 billion, (3) certain modifications to the specified sustainability metric and (4) the replacement of the LIBOR pricing benchmark with a Term SOFR pricing benchmark.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in millions, except per share amounts)
Commercial Paper Program. In April 2019, the Company established a commercial paper program ("CP Program"), pursuant to which the Company may issue short-term, unsecured commercial paper notes ("Commercial Paper Notes"). Commercial Paper Notes may be issued, repaid and re-issued from time to time, with an aggregate principal amount of Commercial Paper Notes outstanding under the CP Program at any time originally not to exceed $1.0 billion. The net proceeds of the Commercial Paper Notes are expected to be used for general corporate purposes. The maturities of the Commercial Paper Notes, when outstanding, may vary but may not exceed 397 days from the date of issue. There were no Commercial Paper Notes issued or outstanding during the period that had original maturities greater than three months. The Commercial Paper Notes are issued under customary terms in the commercial paper market and are issued at a discount from par or, alternatively, can be issued at par and bear varying interest rates on a fixed or floating basis. At any point in time, the Company intends to maintain available commitments under its 2016 Revolver in an amount at least equal to the amount of Commercial Paper Notes outstanding. While any outstanding commercial paper issuances generally have short-term maturities, the Company classifies the outstanding issuances as long-term based on its ability and intent to refinance the outstanding issuances on a long-term basis.In March 2022, the Company increased the size of the CP Program to permit the issuance of Commercial Paper Notes in an aggregate principal amount not to exceed $2.0 billion at any time outstanding. As of December 31, 2025, the Company had net issuances of $1.9 billion under the CP Program.
Securitized Debt
The 2015 and 2018 Tower Revenue Notes (collectively, "Tower Revenue Notes") and the Secured Notes, Series 2009-1, Class A-2 ("2009 Securitized Notes") (collectively, "Securitized Debt") are obligations of special purpose entities and their direct and indirect subsidiaries (each an "issuer"), all of which are wholly-owned, indirect subsidiaries of CCI. The Tower Revenue Notes and 2009 Securitized Notes are governed by separate indentures. The 2015 Tower Revenue Notes and 2018 Tower Revenue Notes (each as defined below) are governed by one indenture and consist of multiple series of notes, each with its own anticipated repayment date.In May 2015, the Company issued $1.0 billion aggregate principal amount of Senior Secured Tower Revenue Notes ("2015 Tower Revenue Notes"), which were issued pursuant to the existing indenture and have similar terms and security as the Company's then outstanding Tower Revenue Notes. The 2015 Tower Revenue Notes originally consisted of (1) $300 million aggregate principal amount of 3.222% senior secured tower revenue notes with an anticipated repayment date of May 2022 and a final maturity date of May 2042 ("Series 2015-1 Notes") and (2) $700 million aggregate principal amount of 3.663% senior secured tower revenue notes with an anticipated repayment date of May 2025 and a final maturity date of May 2045 ("Series 2015-2 Notes"). The Company primarily used the net proceeds of the 2015 Tower Revenue Notes, together with proceeds received from the Company's sale of the formerly 77.6% owned subsidiary that operated towers in Australia ("CCAL"), to (1) repay $250 million aggregate principal amount of previously outstanding August 2010 Tower Revenue Notes, (2) repay all of the then outstanding WCP Secured Wireless Site Contracts Revenue Notes, Series 2010-1 ("WCP Securitized Notes"), (3) repay portions of outstanding borrowings under the 2012 Credit Facility and (4) pay related fees and expenses. In June 2021, the Company used a portion of the net proceeds from the 2.500% senior unsecured notes offering due July 2031 to repay in full the Series 2015-1 Notes. In May 2025, the Company paid in full the previously outstanding Tower Revenue Notes, Series 2015-2 on the anticipated repayment date.In July 2018, the Company issued $1.0 billion aggregate principal amount of Senior Secured Tower Revenue Notes ("2018 Tower Revenue Notes"), which were issued pursuant to the existing indenture and have similar terms and security as the Company's then outstanding Tower Revenue Notes. The 2018 Tower Revenue Notes originally consisted of (1) $250 million aggregate principal amount of 3.720% senior secured tower revenue notes with an anticipated repayment date of July 2023 and a final maturity of July 2043 ("Series 2018-1 Notes") and (2) $750 million aggregate principal amount of 4.241% senior secured tower revenue notes with an anticipated repayment date of July 2028 and a final maturity of July 2048 ("Series 2018-2 Notes"). The Company used the net proceeds of the 2018 Tower Revenue Notes, together with cash on hand, to repay all of the previously outstanding Tower Revenue Notes, Series 2010-6 and to pay related fees and expenses. In addition to the 2018 Tower Revenue Notes described above, in connection with Exchange Act risk retention requirements ("Risk Retention Rules"), an indirect subsidiary of the Company issued and a majority-owned affiliate of the Company purchased approximately $53 million of the Senior Secured Tower Revenue Notes, Series 2018-1, Class R-2028 to retain an eligible horizontal residual interest (as defined in the Risk Retention Rules) in an amount equal to at least 5% of the fair value of the 2018 Tower Revenue Notes. In March 2022, the Company prepaid the Series 2018-1 Notes.The Securitized Debt is paid solely from the cash flows generated by the operation of the towers held directly and indirectly by the issuers of the respective Securitized Debt. The Securitized Debt is secured by, among other things, (1) a
Securitized Debt
The 2015 and 2018 Tower Revenue Notes (collectively, "Tower Revenue Notes") and the Secured Notes, Series 2009-1, Class A-2 ("2009 Securitized Notes") (collectively, "Securitized Debt") are obligations of special purpose entities and their direct and indirect subsidiaries (each an "issuer"), all of which are wholly-owned, indirect subsidiaries of CCI. The Tower Revenue Notes and 2009 Securitized Notes are governed by separate indentures. The 2015 Tower Revenue Notes and 2018 Tower Revenue Notes (each as defined below) are governed by one indenture and consist of multiple series of notes, each with its own anticipated repayment date.In May 2015, the Company issued $1.0 billion aggregate principal amount of Senior Secured Tower Revenue Notes ("2015 Tower Revenue Notes"), which were issued pursuant to the existing indenture and have similar terms and security as the Company's then outstanding Tower Revenue Notes. The 2015 Tower Revenue Notes originally consisted of (1) $300 million aggregate principal amount of 3.222% senior secured tower revenue notes with an anticipated repayment date of May 2022 and a final maturity date of May 2042 ("Series 2015-1 Notes") and (2) $700 million aggregate principal amount of 3.663% senior secured tower revenue notes with an anticipated repayment date of May 2025 and a final maturity date of May 2045 ("Series 2015-2 Notes"). The Company primarily used the net proceeds of the 2015 Tower Revenue Notes, together with proceeds received from the Company's sale of the formerly 77.6% owned subsidiary that operated towers in Australia ("CCAL"), to (1) repay $250 million aggregate principal amount of previously outstanding August 2010 Tower Revenue Notes, (2) repay all of the then outstanding WCP Secured Wireless Site Contracts Revenue Notes, Series 2010-1 ("WCP Securitized Notes"), (3) repay portions of outstanding borrowings under the 2012 Credit Facility and (4) pay related fees and expenses. In June 2021, the Company used a portion of the net proceeds from the 2.500% senior unsecured notes offering due July 2031 to repay in full the Series 2015-1 Notes. In May 2025, the Company paid in full the previously outstanding Tower Revenue Notes, Series 2015-2 on the anticipated repayment date.In July 2018, the Company issued $1.0 billion aggregate principal amount of Senior Secured Tower Revenue Notes ("2018 Tower Revenue Notes"), which were issued pursuant to the existing indenture and have similar terms and security as the Company's then outstanding Tower Revenue Notes. The 2018 Tower Revenue Notes originally consisted of (1) $250 million aggregate principal amount of 3.720% senior secured tower revenue notes with an anticipated repayment date of July 2023 and a final maturity of July 2043 ("Series 2018-1 Notes") and (2) $750 million aggregate principal amount of 4.241% senior secured tower revenue notes with an anticipated repayment date of July 2028 and a final maturity of July 2048 ("Series 2018-2 Notes"). The Company used the net proceeds of the 2018 Tower Revenue Notes, together with cash on hand, to repay all of the previously outstanding Tower Revenue Notes, Series 2010-6 and to pay related fees and expenses. In addition to the 2018 Tower Revenue Notes described above, in connection with Exchange Act risk retention requirements ("Risk Retention Rules"), an indirect subsidiary of the Company issued and a majority-owned affiliate of the Company purchased approximately $53 million of the Senior Secured Tower Revenue Notes, Series 2018-1, Class R-2028 to retain an eligible horizontal residual interest (as defined in the Risk Retention Rules) in an amount equal to at least 5% of the fair value of the 2018 Tower Revenue Notes. In March 2022, the Company prepaid the Series 2018-1 Notes.The Securitized Debt is paid solely from the cash flows generated by the operation of the towers held directly and indirectly by the issuers of the respective Securitized Debt. The Securitized Debt is secured by, among other things, (1) a
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in millions, except per share amounts)
security interest in substantially all of the applicable issuers' assignable personal property, (2) a pledge of the equity interests in each applicable issuer and (3) a security interest in the applicable issuers' leases with tenants to lease tower space (space licenses). The governing instruments of two indirect subsidiaries ("Crown Atlantic" and "Crown GT") of the issuers of the Tower Revenue Notes generally prevent them from issuing debt and granting liens on their assets without the approval of a subsidiary of Verizon Communications. Consequently, while distributions paid by Crown Atlantic and Crown GT will service the Tower Revenue Notes, the Tower Revenue Notes are not obligations of, nor are the Tower Revenue Notes secured by the cash flows or any other assets of, Crown Atlantic and Crown GT. As of December 31, 2025, the Securitized Debt was collateralized with personal property and equipment with an aggregate net book value of approximately $610 million, exclusive of Crown Atlantic and Crown GT personal property and equipment.The excess cash flows from the issuers of the Securitized Debt, after the payment of principal, interest, reserves, expenses and management fees, are distributed to the Company in accordance with the terms of the indentures. If the Debt Service Coverage Ratio ("DSCR") (as defined in the applicable governing loan agreement) as of the end of any calendar quarter falls to a certain level, then all excess cash flow of the issuers of the applicable debt instrument will be deposited into a reserve account instead of being released to the Company. The funds in the reserve account will not be released to the Company until the DSCR exceeds a certain level for two consecutive calendar quarters. If the DSCR falls below a certain level as of the end of any calendar quarter, then all cash on deposit in the reserve account along with future excess cash flows of the issuers will be applied to prepay the debt with applicable prepayment consideration.The Company may repay the Securitized Debt in whole or in part at any time, provided in each case that such prepayment is accompanied by any applicable prepayment consideration. The Securitized Debt has covenants and restrictions customary for rated securitizations, including provisions prohibiting the issuers from incurring additional indebtedness or further encumbering their assets. The Company is currently in compliance with these financial maintenance covenants.
Bonds—Senior Notes
In August 2024, the Company issued $550 million aggregate principal amount of 4.900% senior unsecured notes due 2029 and $700 million aggregate principal amount of 5.200% senior unsecured notes due 2034 (collectively, "August 2024 Senior Notes"). The Company used the net proceeds from the August 2024 Senior Notes offering to repay a portion of the outstanding indebtedness under the CP Program and pay related fees and expenses.In December 2023, the Company issued $750 million aggregate principal amount of 5.600% senior unsecured notes due June 2029 and $750 million aggregate principal amount of 5.800% senior unsecured notes due March 2034 (collectively, "December 2023 Senior Notes"). The Company used the net proceeds from the December 2023 Senior Notes offering to repay a portion of the outstanding indebtedness under its commercial paper program and pay related fees and expenses.In April 2023, the Company issued $600 million aggregate principal amount of 4.800% senior unsecured notes due September 2028 and $750 million aggregate principal amount of 5.100% senior unsecured notes due May 2033 (collectively, "April 2023 Senior Notes"). The Company used the net proceeds from the April 2023 Senior Notes offering to repay a portion of the outstanding indebtedness under the 2016 Revolver and pay related fees and expenses.In January 2023, the Company issued $1.0 billion aggregate principal amount of 5.000% senior unsecured notes due January 2028 ("January 2023 Senior Notes"). The Company used the net proceeds from the January 2023 Senior Notes offering to repay a portion of the outstanding indebtedness under the 2016 Revolver and pay related fees and expenses.Each of the outstanding senior notes listed in the table above (collectively, "Senior Notes") are senior unsecured obligations of the Company and rank equally with all of the Company's existing and future senior unsecured indebtedness, including obligations under the 2016 Credit Facility, and senior to all of the Company's future subordinated indebtedness. The Senior Notes are structurally subordinated to all existing and future liabilities and obligations of the Company's subsidiaries. The Company's subsidiaries are not guarantors of the Senior Notes.The Company may redeem any of the Senior Notes in whole or in part at any time at a price equal to 100% of the principal amount to be redeemed, plus a make whole premium, if applicable, and accrued and unpaid interest, if any, to the date of redemption.
Previously Outstanding Indebtedness
Bonds—Senior Notes. In July 2025, the Company repaid in full the previously outstanding 1.350% senior unsecured notes due July 2025.
Bonds—Senior Notes
In August 2024, the Company issued $550 million aggregate principal amount of 4.900% senior unsecured notes due 2029 and $700 million aggregate principal amount of 5.200% senior unsecured notes due 2034 (collectively, "August 2024 Senior Notes"). The Company used the net proceeds from the August 2024 Senior Notes offering to repay a portion of the outstanding indebtedness under the CP Program and pay related fees and expenses.In December 2023, the Company issued $750 million aggregate principal amount of 5.600% senior unsecured notes due June 2029 and $750 million aggregate principal amount of 5.800% senior unsecured notes due March 2034 (collectively, "December 2023 Senior Notes"). The Company used the net proceeds from the December 2023 Senior Notes offering to repay a portion of the outstanding indebtedness under its commercial paper program and pay related fees and expenses.In April 2023, the Company issued $600 million aggregate principal amount of 4.800% senior unsecured notes due September 2028 and $750 million aggregate principal amount of 5.100% senior unsecured notes due May 2033 (collectively, "April 2023 Senior Notes"). The Company used the net proceeds from the April 2023 Senior Notes offering to repay a portion of the outstanding indebtedness under the 2016 Revolver and pay related fees and expenses.In January 2023, the Company issued $1.0 billion aggregate principal amount of 5.000% senior unsecured notes due January 2028 ("January 2023 Senior Notes"). The Company used the net proceeds from the January 2023 Senior Notes offering to repay a portion of the outstanding indebtedness under the 2016 Revolver and pay related fees and expenses.Each of the outstanding senior notes listed in the table above (collectively, "Senior Notes") are senior unsecured obligations of the Company and rank equally with all of the Company's existing and future senior unsecured indebtedness, including obligations under the 2016 Credit Facility, and senior to all of the Company's future subordinated indebtedness. The Senior Notes are structurally subordinated to all existing and future liabilities and obligations of the Company's subsidiaries. The Company's subsidiaries are not guarantors of the Senior Notes.The Company may redeem any of the Senior Notes in whole or in part at any time at a price equal to 100% of the principal amount to be redeemed, plus a make whole premium, if applicable, and accrued and unpaid interest, if any, to the date of redemption.
Previously Outstanding Indebtedness
Bonds—Senior Notes. In July 2025, the Company repaid in full the previously outstanding 1.350% senior unsecured notes due July 2025.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in millions, except per share amounts)
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 December 31, 2025, which do not consider the principal payments that will commence following the anticipated repayment date on the Tower Revenue Notes, Series 2018-2. If the Tower Revenue Notes are not paid in full on or prior to their respective anticipated repayment dates, as applicable, then the Excess Cash Flow (as defined in the indenture) of the issuers of such notes will be used to repay principal of the applicable series and class of the Tower Revenue Notes and additional interest (of an additional approximately 5% per annum) will accrue on the Tower Revenue Notes.Years Ending December 31,ThereafterTotal Cash ObligationsUnamortized Adjustments, NetTotal Debt and Other Obligations Outstanding20262027202820292030Scheduled principal payments andfinal maturities$4,714 (a)$4,199 $2,634 $2,479 $772 $9,669 $24,467 $(130)$24,337 (a)Predominately consists of outstanding indebtedness under the CP Program and the 4.450%, 3.700%, and 1.050% senior unsecured notes due February, June, and July 2026, respectively.
Purchases and Redemptions of Long-Term Debt
The following is a summary of the purchases, payments and redemptions of long-term debt during the years ended December 31, 2025, 2024 and 2023. [Table with ~7 rows, ~21 numbers, and 351 characters.] (a)Exclusive of accrued interest.(b)Inclusive of the write-off of the respective deferred financing costs.
9.Fair Value Disclosures
The following table shows the estimated fair values of the Company's financial instruments, along with the carrying amounts of the related assets (liabilities). See also note 2. [Table with ~5 rows, ~17 numbers, and 315 characters.]
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 December 31, 2025, which do not consider the principal payments that will commence following the anticipated repayment date on the Tower Revenue Notes, Series 2018-2. If the Tower Revenue Notes are not paid in full on or prior to their respective anticipated repayment dates, as applicable, then the Excess Cash Flow (as defined in the indenture) of the issuers of such notes will be used to repay principal of the applicable series and class of the Tower Revenue Notes and additional interest (of an additional approximately 5% per annum) will accrue on the Tower Revenue Notes.Years Ending December 31,ThereafterTotal Cash ObligationsUnamortized Adjustments, NetTotal Debt and Other Obligations Outstanding20262027202820292030Scheduled principal payments andfinal maturities$4,714 (a)$4,199 $2,634 $2,479 $772 $9,669 $24,467 $(130)$24,337 (a)Predominately consists of outstanding indebtedness under the CP Program and the 4.450%, 3.700%, and 1.050% senior unsecured notes due February, June, and July 2026, respectively.
Purchases and Redemptions of Long-Term Debt
The following is a summary of the purchases, payments and redemptions of long-term debt during the years ended December 31, 2025, 2024 and 2023. [Table with ~7 rows, ~21 numbers, and 351 characters.] (a)Exclusive of accrued interest.(b)Inclusive of the write-off of the respective deferred financing costs.
9.Fair Value Disclosures
The following table shows the estimated fair values of the Company's financial instruments, along with the carrying amounts of the related assets (liabilities). See also note 2. [Table with ~5 rows, ~17 numbers, and 315 characters.]
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in millions, except per share amounts)
10.Income Taxes
Income (loss) from continuing operations before income taxes by geographic area is summarized in the table below. [Table with ~3 rows, ~13 numbers, and 110 characters.] (a)Inclusive of income (loss) before income taxes from Puerto Rico. The benefit (provision) for income taxes from continuing operations consists of the following: [Table with ~10 rows, ~23 numbers, and 223 characters.] The Company operates as a REIT for U.S. federal income tax purposes. A reconciliation between the benefit (provision) for income taxes and the amount computed by applying the federal statutory income tax rate to the income (loss) from continuing operations before income taxes is as follows: [Table with ~6 rows, ~36 numbers, and 408 characters.] (a)State taxes in Texas make up the majority (greater than 50%) of the tax effect in this category. The components of income taxes paid (refunded) from continuing operations are as follows: [Table with ~7 rows, ~19 numbers, and 157 characters.]
10.Income Taxes
Income (loss) from continuing operations before income taxes by geographic area is summarized in the table below. [Table with ~3 rows, ~13 numbers, and 110 characters.] (a)Inclusive of income (loss) before income taxes from Puerto Rico. The benefit (provision) for income taxes from continuing operations consists of the following: [Table with ~10 rows, ~23 numbers, and 223 characters.] The Company operates as a REIT for U.S. federal income tax purposes. A reconciliation between the benefit (provision) for income taxes and the amount computed by applying the federal statutory income tax rate to the income (loss) from continuing operations before income taxes is as follows: [Table with ~6 rows, ~36 numbers, and 408 characters.] (a)State taxes in Texas make up the majority (greater than 50%) of the tax effect in this category. The components of income taxes paid (refunded) from continuing operations are as follows: [Table with ~7 rows, ~19 numbers, and 157 characters.]
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in millions, except per share amounts)
The components of the net deferred income tax assets and liabilities from continuing operations are as follows: [Table with ~14 rows, ~27 numbers, and 512 characters.] (a)Balance results from the Company's foreign NOLs. Due to the Company's REIT status, no federal or state NOLs result in the Company recording a deferred income tax asset. See further discussion surrounding the Company's NOL balances below. The domestic and foreign components of the net deferred income tax assets (liabilities) from continuing operations are as follows: [Table with ~5 rows, ~20 numbers, and 208 characters.] The Company recorded valuation allowances totaling $3 million as of both December 31, 2025 and 2024 related to certain deferred tax assets as management believes that it is not "more likely than not" that the Company will realize the assets.At December 31, 2025, the Company had U.S. federal and state NOLs of approximately $1.4 billion and $0.4 billion, respectively, which are available to offset future taxable income. These amounts include approximately $237 million of losses related to stock-based compensation. As footnoted above, the Company’s federal and state NOLs are valued at a tax rate of 0% for deferred income tax purposes due to the Company’s REIT status. As a result, any expirations of these NOLs will not have any impact on the Company’s consolidated balance sheet or the consolidated statement of operations and comprehensive income (loss). The Company also has foreign NOLs of $3 million. During 2025, $127 million of the Company's US federal NOLs and $42 million of its state NOLs expired. If not utilized, the Company's remaining U.S. federal NOLs expire from 2026 to 2036, the remaining state NOLs expire from 2026 to 2044, and the foreign NOLs expire from 2028 to 2036. The federal NOLs potentially expiring in 2026 are $74 million, and the state NOLs potentially expiring in 2026 are $65 million. The utilization of the NOLs is subject to certain limitations. The Company's U.S. federal and state income tax returns generally remain open to examination by taxing authorities until three years after the applicable NOLs have been used or expired.As of December 31, 2025, there were no unrecognized tax benefits that would impact the effective tax rate, if recognized. From time to time, the Company is subject to examinations by various tax authorities in jurisdictions in which the Company has business operations. At this time, the Company is not subject to an Internal Revenue Service examination.The Company regularly assesses the likelihood of additional assessments in each of the tax jurisdictions in which it has business operations. The Company has no uncertain tax positions as of December 31, 2025. Additionally, the Company does not believe any such additional assessments arising from examinations or audits will have a material effect on the Company's financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in millions, except per share amounts)
The Company's deferred tax assets and liabilities are netted by jurisdiction. As of December 31, 2025, the Company's net deferred tax assets are included in "Other assets, net" and the Company's net deferred tax liabilities are included in "Other long-term liabilities" on the Company's consolidated balance sheet.
11.Equity
2021 "At-the-Market" Stock Offering Program
The Company previously maintained an "at-the-market" stock offering program through which it had the right to issue and sell shares of its common stock having an aggregate gross sales price of up to $750 million ("2021 ATM Program"). The Company terminated its previously outstanding 2021 ATM Program in March 2024 with the entire gross sales price of $750 million remaining unsold.
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 ("NYSE") or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or, subject to the Company's specific instructions, at negotiated prices. The Company intends to use the net proceeds from any sales under the 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. During the year ended December 31, 2025, the following dividends/distributions were declared or paid: [Table with ~5 rows, ~20 numbers, and 378 characters.] (a)Inclusive of dividends accrued for holders of unvested RSUs, which will be paid when and if the RSUs vest.
Tax Treatment of Dividends
The following table summarizes, for income tax purposes, the nature of dividends paid during 2025 on the Company's common stock. [Table with ~5 rows, ~25 numbers, and 508 characters.] (a)Qualified taxable dividend and section 199A dividend amounts are included in ordinary taxable dividend amounts.
Purchases of the Company's Common Stock
During the years ended December 31, 2025, 2024 and 2023, the Company purchased 0.3 million, 0.3 million and 0.2 million shares of its common stock, respectively, utilizing $23 million, $33 million and $30 million in cash, respectively. The shares of common stock purchased relate to shares withheld in connection with the payment of withholding taxes upon vesting of RSUs.
11.Equity
2021 "At-the-Market" Stock Offering Program
The Company previously maintained an "at-the-market" stock offering program through which it had the right to issue and sell shares of its common stock having an aggregate gross sales price of up to $750 million ("2021 ATM Program"). The Company terminated its previously outstanding 2021 ATM Program in March 2024 with the entire gross sales price of $750 million remaining unsold.
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 ("NYSE") or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or, subject to the Company's specific instructions, at negotiated prices. The Company intends to use the net proceeds from any sales under the 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. During the year ended December 31, 2025, the following dividends/distributions were declared or paid: [Table with ~5 rows, ~20 numbers, and 378 characters.] (a)Inclusive of dividends accrued for holders of unvested RSUs, which will be paid when and if the RSUs vest.
Tax Treatment of Dividends
The following table summarizes, for income tax purposes, the nature of dividends paid during 2025 on the Company's common stock. [Table with ~5 rows, ~25 numbers, and 508 characters.] (a)Qualified taxable dividend and section 199A dividend amounts are included in ordinary taxable dividend amounts.
Purchases of the Company's Common Stock
During the years ended December 31, 2025, 2024 and 2023, the Company purchased 0.3 million, 0.3 million and 0.2 million shares of its common stock, respectively, utilizing $23 million, $33 million and $30 million in cash, respectively. The shares of common stock purchased relate to shares withheld in connection with the payment of withholding taxes upon vesting of RSUs.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in millions, except per share amounts)
12.Stock-based Compensation
Stock Compensation Plans
Pursuant to stockholder approved plans, the Company may grant stock-based awards to certain employees, consultants or non-employee directors of the Company and its subsidiaries or affiliates. Following the stockholder approval of the 2022 Long-Term Incentive Plan ("2022 LTIP"), no further awards can be made under the 2013 Long-Term Incentive Plan ("2013 LTIP"). As of December 31, 2025, the Company had no shares available for issuance under existing awards, and approximately 0.1 million shares available for issuance under future awards pursuant to the 2013 LTIP and approximately 2.8 million and 11.0 million shares available for issuance under existing and future awards, respectively, pursuant to the 2022 LTIP.
Restricted Stock Units
The Company issues RSUs to certain executives and employees. Each RSU represents a contingent right to receive one share of the Company's common stock subject to satisfaction of the applicable vesting terms. The RSUs granted to certain executives and employees include (1) annual awards that contain only service-based conditions, (2) annual performance awards that vest subject to the achievement of certain performance-based metrics, (3) new hire, promotional or relocation awards that generally contain only service-based vesting conditions and (4) other awards related to specific business initiatives or compensation objectives including retention and merger integration. Generally, such awards vest over periods of approximately three years. The following is a summary of the RSU activity during the year ended December 31, 2025, inclusive of RSUs granted to executives and employees recorded within discontinued operations. [Table with ~5 rows, ~10 numbers, and 186 characters.] The Company granted to its executives and certain other employees, including those recorded in its discontinued operations, approximately 1.6 million, 1.4 million, and 1.6 million RSUs for the years ended December 31, 2025, 2024 and 2023, respectively. The weighted-average grant-date fair value per share of the grants for the years ended December 31, 2025, 2024 and 2023 was $93.20, $107.98 and $126.56 per share, respectively. The weighted-average requisite service period for the RSUs granted during 2025 was approximately 2.2 years.Of the approximately 1.6 million RSUs granted during the year ended December 31, 2025, (1) approximately 1.2 million RSUs were granted to the Company's executive and certain other employees and generally were subject to time-based vesting conditions, vesting over a three-year period and (2) approximately 0.4 million RSUs were granted to the Company's executives and certain other employees and may vest on the third anniversary of the grant date based upon certain performance and market based conditions as specified in the award agreements. Certain RSU agreements contain provisions that result in forfeiture by the employee of any unvested shares in the event that the Company's common stock does not achieve certain market performance targets. To the extent that the requisite service is rendered, compensation cost for accounting purposes is not reversed; rather, it is recognized regardless of whether or not the market performance target is achieved. The following table summarizes the assumptions used in the Monte Carlo simulation to determine the grant-date fair value for the RSUs with market conditions granted during the years ended December 31, 2025, 2024 and 2023. [Table with ~2 rows, ~10 numbers, and 103 characters.] Within the Company's continuing operations, the Company recognized aggregate stock-based compensation expense related to RSUs of $61 million, $72 million and $94 million for the years ended December 31, 2025, 2024 and 2023,
12.Stock-based Compensation
Stock Compensation Plans
Pursuant to stockholder approved plans, the Company may grant stock-based awards to certain employees, consultants or non-employee directors of the Company and its subsidiaries or affiliates. Following the stockholder approval of the 2022 Long-Term Incentive Plan ("2022 LTIP"), no further awards can be made under the 2013 Long-Term Incentive Plan ("2013 LTIP"). As of December 31, 2025, the Company had no shares available for issuance under existing awards, and approximately 0.1 million shares available for issuance under future awards pursuant to the 2013 LTIP and approximately 2.8 million and 11.0 million shares available for issuance under existing and future awards, respectively, pursuant to the 2022 LTIP.
Restricted Stock Units
The Company issues RSUs to certain executives and employees. Each RSU represents a contingent right to receive one share of the Company's common stock subject to satisfaction of the applicable vesting terms. The RSUs granted to certain executives and employees include (1) annual awards that contain only service-based conditions, (2) annual performance awards that vest subject to the achievement of certain performance-based metrics, (3) new hire, promotional or relocation awards that generally contain only service-based vesting conditions and (4) other awards related to specific business initiatives or compensation objectives including retention and merger integration. Generally, such awards vest over periods of approximately three years. The following is a summary of the RSU activity during the year ended December 31, 2025, inclusive of RSUs granted to executives and employees recorded within discontinued operations. [Table with ~5 rows, ~10 numbers, and 186 characters.] The Company granted to its executives and certain other employees, including those recorded in its discontinued operations, approximately 1.6 million, 1.4 million, and 1.6 million RSUs for the years ended December 31, 2025, 2024 and 2023, respectively. The weighted-average grant-date fair value per share of the grants for the years ended December 31, 2025, 2024 and 2023 was $93.20, $107.98 and $126.56 per share, respectively. The weighted-average requisite service period for the RSUs granted during 2025 was approximately 2.2 years.Of the approximately 1.6 million RSUs granted during the year ended December 31, 2025, (1) approximately 1.2 million RSUs were granted to the Company's executive and certain other employees and generally were subject to time-based vesting conditions, vesting over a three-year period and (2) approximately 0.4 million RSUs were granted to the Company's executives and certain other employees and may vest on the third anniversary of the grant date based upon certain performance and market based conditions as specified in the award agreements. Certain RSU agreements contain provisions that result in forfeiture by the employee of any unvested shares in the event that the Company's common stock does not achieve certain market performance targets. To the extent that the requisite service is rendered, compensation cost for accounting purposes is not reversed; rather, it is recognized regardless of whether or not the market performance target is achieved. The following table summarizes the assumptions used in the Monte Carlo simulation to determine the grant-date fair value for the RSUs with market conditions granted during the years ended December 31, 2025, 2024 and 2023. [Table with ~2 rows, ~10 numbers, and 103 characters.] Within the Company's continuing operations, the Company recognized aggregate stock-based compensation expense related to RSUs of $61 million, $72 million and $94 million for the years ended December 31, 2025, 2024 and 2023,
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in millions, except per share amounts)
respectively. The aggregate unrecognized compensation (net of estimated forfeitures) related to RSUs at December 31, 2025 is $49 million and is estimated to be recognized over a weighted-average period of less than one year. The following table is a summary of the RSUs vested, inclusive of RSUs vested for executives and employees recorded within discontinued operations, during the years ended December 31, 2025, 2024 and 2023. [Table with ~4 rows, ~10 numbers, and 120 characters.]
Stock-based Compensation Expense, Net
The following table discloses the components of stock-based compensation expense, net for the Company's continuing operations. [Table with ~5 rows, ~16 numbers, and 268 characters.] The stock-based compensation expense, net for the Company's discontinued operations was $57 million, $47 million, and $55 million for the years ended December 31, 2025, 2024, and 2023, respectively.
13.Commitments and Contingencies
Other Matters
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 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. See note 14 for a discussion of operating lease commitments. In addition, as mentioned in note 5, the Company has the option to purchase approximately 55% 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 as a result of DISH failing to make required payments and defaulting on its obligations under the agreement. See note 18 for additional discussion.
14.Leases
Lessor Tenant Leases
See note 4 for further information regarding the contractual amounts owed to the Company pursuant to tenant contracts in effect as of December 31, 2025 and other information.
Stock-based Compensation Expense, Net
The following table discloses the components of stock-based compensation expense, net for the Company's continuing operations. [Table with ~5 rows, ~16 numbers, and 268 characters.] The stock-based compensation expense, net for the Company's discontinued operations was $57 million, $47 million, and $55 million for the years ended December 31, 2025, 2024, and 2023, respectively.
13.Commitments and Contingencies
Other Matters
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 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. See note 14 for a discussion of operating lease commitments. In addition, as mentioned in note 5, the Company has the option to purchase approximately 55% 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 as a result of DISH failing to make required payments and defaulting on its obligations under the agreement. See note 18 for additional discussion.
14.Leases
Lessor Tenant Leases
See note 4 for further information regarding the contractual amounts owed to the Company pursuant to tenant contracts in effect as of December 31, 2025 and other information.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in millions, except per share amounts)
Lessee Operating Leases
The components of the Company's operating lease expense are as follows: [Table with ~4 rows, ~13 numbers, and 158 characters.] (a)Represents the Company's operating lease expense related to its ROU assets.(b)Represents the Company's expense related to contingent payments for operating leases (such as payments based on revenues derived from the tower located on the leased asset). Such contingencies are recognized as expense in the period they are resolved.
Lessee Finance Leases
The vast majority of the Company's finance leases are related to the towers subject to prepaid master lease agreements with AT&T and T-Mobile (including those which T-Mobile assumed in its merger with Sprint), and are recorded as "Property and equipment, net" on the consolidated balance sheet. See note 5 for further discussion of the Company's prepaid master lease agreements. The components of the Company's finance leases are as follows: [Table with ~3 rows, ~20 numbers, and 307 characters.] For the year ended December 31, 2025, the Company recorded $185 million to "Depreciation, amortization and accretion" related to finance leases and recorded $184 million and $189 million in the years ended December 31, 2024 and December 31, 2023, respectively.
Other Lessee Information
As of December 31, 2025, the Company's weighted-average remaining lease term and weighted-average discount rate for operating leases were 15 years and 5.2%, respectively. The following table is a summary of the Company's maturities of operating lease liabilities as of December 31, 2025:Years Ending December 31,ThereafterTotal undiscounted lease paymentsLess: Imputed interestTotal operating lease liabilities20262027202820292030Operating leases(a)$521 $523 $526 $527 $524 $5,108 $7,729 $(2,500)$5,229 (a)Excludes the Company's contingent payments for operating leases (such as payments based on revenues derived from the tower located on the leased asset) as such arrangements are excluded from the Company's operating lease liability. Such contingencies are recognized as expense in the period they are resolved.
15.Operating Segment and Concentrations of Credit Risk
Reportable Segment
The Fiber Business is predominately comprised of the assets that the Company previously reported under the historic Fiber 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. 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 the Company's operating results. See note 3 to the Company's consolidated financial statements for a discussion of discontinued operations. As such, the Company has recast results for all
Lessee Operating Leases
The components of the Company's operating lease expense are as follows: [Table with ~4 rows, ~13 numbers, and 158 characters.] (a)Represents the Company's operating lease expense related to its ROU assets.(b)Represents the Company's expense related to contingent payments for operating leases (such as payments based on revenues derived from the tower located on the leased asset). Such contingencies are recognized as expense in the period they are resolved.
Lessee Finance Leases
The vast majority of the Company's finance leases are related to the towers subject to prepaid master lease agreements with AT&T and T-Mobile (including those which T-Mobile assumed in its merger with Sprint), and are recorded as "Property and equipment, net" on the consolidated balance sheet. See note 5 for further discussion of the Company's prepaid master lease agreements. The components of the Company's finance leases are as follows: [Table with ~3 rows, ~20 numbers, and 307 characters.] For the year ended December 31, 2025, the Company recorded $185 million to "Depreciation, amortization and accretion" related to finance leases and recorded $184 million and $189 million in the years ended December 31, 2024 and December 31, 2023, respectively.
Other Lessee Information
As of December 31, 2025, the Company's weighted-average remaining lease term and weighted-average discount rate for operating leases were 15 years and 5.2%, respectively. The following table is a summary of the Company's maturities of operating lease liabilities as of December 31, 2025:Years Ending December 31,ThereafterTotal undiscounted lease paymentsLess: Imputed interestTotal operating lease liabilities20262027202820292030Operating leases(a)$521 $523 $526 $527 $524 $5,108 $7,729 $(2,500)$5,229 (a)Excludes the Company's contingent payments for operating leases (such as payments based on revenues derived from the tower located on the leased asset) as such arrangements are excluded from the Company's operating lease liability. Such contingencies are recognized as expense in the period they are resolved.
15.Operating Segment and Concentrations of Credit Risk
Reportable Segment
The Fiber Business is predominately comprised of the assets that the Company previously reported under the historic Fiber 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. 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 the Company's operating results. See note 3 to the Company's consolidated financial statements for a discussion of discontinued operations. As such, the Company has recast results for all
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in millions, except per share amounts)
periods presented under the discontinued operations basis of presentation. 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 its tenants with 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 and previously offered installation services as an ancillary offering relating to its towers. See note 17 to the Company's consolidated financial statements for a discussion of the Company's 2023 Restructuring Plan, which included discontinuing installation services as a product offering. 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 consolidated statement of operations comprehensive income (loss), for the years ended December 30, 2025, 2024, and 2023. 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. [Table with ~23 rows, ~63 numbers, and 1114 characters.] (a)Includes lease expense included in "Cost of operations." (b)$106 million, $99 million and $134 million are included in "Costs of operations" for year ended December 31, 2025, 2024, and 2023 respectively, and $252 million, $258 million, and $309 million are included in "Selling, general and administrative" for year ended December 31, 2025, 2024, and 2023 respectively, on the Company's consolidated statement of operations and comprehensive income (loss). (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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) (Tabular dollars in millions, except per share amounts)
Major Tenants
The following table summarizes the percentage of the consolidated revenues for those tenants accounting for more than 10% of the Company's consolidated revenues. [Table with ~4 rows, ~16 numbers, and 120 characters.]
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents, restricted cash and cash equivalents and trade receivables. The Company mitigates its risk with respect to cash and cash equivalents by maintaining such deposits at high credit quality financial institutions and monitoring the credit ratings of those institutions. The Company's restricted cash and cash equivalents are predominately held and directed by a trustee (see note 2). The Company derives the largest portion of its revenues from tenants in the wireless industry. The Company also has a concentration in its volume of business with T-Mobile, AT&T and Verizon Wireless or their agents that accounts for a significant portion of the Company's revenues, receivables and deferred site rental receivables. The Company mitigates its concentrations of credit risk with respect to trade receivables by actively monitoring the creditworthiness of its tenants, the use of tenant leases with contractually determinable payment terms or proactive management of past due balances. 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 as a result of DISH failing to make required payments and defaulting on its obligations under the agreement. See note 18 for additional discussion.
16.Supplemental Cash Flow Information
The following table is a summary of the supplemental cash flow information during the years ended December 31, 2025, 2024 and 2023. [Table with ~8 rows, ~22 numbers, and 533 characters.] (a)Excludes the Company's contingent payments pursuant to operating leases, which are recorded as expense in the period such contingencies are resolved.
Major Tenants
The following table summarizes the percentage of the consolidated revenues for those tenants accounting for more than 10% of the Company's consolidated revenues. [Table with ~4 rows, ~16 numbers, and 120 characters.]
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents, restricted cash and cash equivalents and trade receivables. The Company mitigates its risk with respect to cash and cash equivalents by maintaining such deposits at high credit quality financial institutions and monitoring the credit ratings of those institutions. The Company's restricted cash and cash equivalents are predominately held and directed by a trustee (see note 2). The Company derives the largest portion of its revenues from tenants in the wireless industry. The Company also has a concentration in its volume of business with T-Mobile, AT&T and Verizon Wireless or their agents that accounts for a significant portion of the Company's revenues, receivables and deferred site rental receivables. The Company mitigates its concentrations of credit risk with respect to trade receivables by actively monitoring the creditworthiness of its tenants, the use of tenant leases with contractually determinable payment terms or proactive management of past due balances. 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 as a result of DISH failing to make required payments and defaulting on its obligations under the agreement. See note 18 for additional discussion.
16.Supplemental Cash Flow Information
The following table is a summary of the supplemental cash flow information during the years ended December 31, 2025, 2024 and 2023. [Table with ~8 rows, ~22 numbers, and 533 characters.] (a)Excludes the Company's contingent payments pursuant to operating leases, which are recorded as expense in the period such contingencies are resolved.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in millions, except per share amounts)
The reconciliation of cash and cash equivalents and restricted cash and cash equivalents reported within various lines on the consolidated balance sheet to amounts reported in the consolidated statement of cash flows is shown below. [Table with ~12 rows, ~36 numbers, and 847 characters.]
17.Restructuring
2023 Restructuring Plan
In July 2023, the Company initiated the 2023 Restructuring Plan as part of its efforts to reduce costs to better align the Company's operational needs with lower tower activity. The 2023 Restructuring Plan included reducing the Company's total employee headcount by approximately 15%, discontinuing installation services as a Towers product offering while continuing to offer site development services on Company towers, and consolidating office space. The 2023 Restructuring Plan included charges related to the (1) employee headcount reduction, including severance, stock-based compensation and other one-time termination benefits and (2) office space consolidation, which included remaining obligations under facility leases and non-cash charges for accelerated depreciation. The actions associated with the 2023 Restructuring Plan were substantially completed and related charges were recorded by June 30, 2024. The payments for the employee headcount reduction were substantially completed in 2024, while payments for the office space consolidation are expected to be completed in 2032. The following tables summarize the activities related to the 2023 Restructuring Plan for the years ended December 31, 2025, 2024, and 2023: [Table with ~13 rows, ~31 numbers, and 419 characters.]
17.Restructuring
2023 Restructuring Plan
In July 2023, the Company initiated the 2023 Restructuring Plan as part of its efforts to reduce costs to better align the Company's operational needs with lower tower activity. The 2023 Restructuring Plan included reducing the Company's total employee headcount by approximately 15%, discontinuing installation services as a Towers product offering while continuing to offer site development services on Company towers, and consolidating office space. The 2023 Restructuring Plan included charges related to the (1) employee headcount reduction, including severance, stock-based compensation and other one-time termination benefits and (2) office space consolidation, which included remaining obligations under facility leases and non-cash charges for accelerated depreciation. The actions associated with the 2023 Restructuring Plan were substantially completed and related charges were recorded by June 30, 2024. The payments for the employee headcount reduction were substantially completed in 2024, while payments for the office space consolidation are expected to be completed in 2032. The following tables summarize the activities related to the 2023 Restructuring Plan for the years ended December 31, 2025, 2024, and 2023: [Table with ~13 rows, ~31 numbers, and 419 characters.]
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(Tabular dollars in millions, except per share amounts)
2024 Restructuring Plan
In June 2024, the Company initiated the 2024 Restructuring Plan as part of its efforts to drive operational efficiencies and reduce operating costs and capital expenditures, with a primary focus on the Company's Fiber segment. As a result, the Company announced a reduction of the Company's total employee headcount by more than 10% and the closing of certain offices.The 2024 Restructuring Plan includes charges related to the (1) employee headcount reduction, including severance, stock-based compensation and other one-time termination benefits and (2) office closures, which includes remaining obligations under facility leases and non-cash charges for accelerated depreciation. The actions associated with the 2024 Restructuring Plan were substantially completed and the related charges were recorded by December 31, 2024. The payments were substantially completed for the employee headcount reduction in 2025, while the payments for office closures are expected to be completed 2033. The following table summarizes the activities related to the 2024 Restructuring Plan for the years ended December 31, 2025 and 2024: [Table with ~9 rows, ~20 numbers, and 313 characters.] The liability for restructuring charges is included in "Other accrued liabilities" and "Other long-term liabilities" on the consolidated balance sheet, and the corresponding expense is included in "Restructuring charges" on the consolidated statements of operations and comprehensive income (loss).In February 2026, the Company initiated a restructuring plan ("2026 Restructuring Plan"). See note 18 for additional discussion.
18.Subsequent Events
DISH Wireless L.L.C. Termination
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 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 agreements, which total in excess of $3.5 billion.As of December 31, 2025, associated with our agreements with DISH, the Company had recorded on its consolidated balance sheet approximately $50 million within "Receivables, net" and approximately $150 million within "Deferred site rental receivables," partially offset by approximately $34 million recorded within "Deferred revenues" and "Other long-term liabilities." The Company expects the total net balance sheet impact of approximately $165 million will be ultimately recoverable, and accordingly no adjustments have been made to reserve such net amounts as of December 31, 2025. The Company does not intend to recognize additional revenue under these agreements pending further developments with respect to this matter.
2026 Restructuring Plan
On February 4, 2026, the Company initiated the 2026 Restructuring Plan as part of its efforts to enhance the efficiency and effectiveness of its tower business by reducing the Company's workforce recorded in continuing operations by approximately 20%. In connection with this action, the Company estimated incurring an aggregate of approximately $30 million of related restructuring charges, most of which the Company expects to record in 2026, of which approximately $20 million relates to employee severance and other one-time termination benefits, and approximately $10 million relates to other headcount realignment actions, such as consolidating office space and downsizing certain information technology license-based contracts.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
2024 Restructuring Plan
In June 2024, the Company initiated the 2024 Restructuring Plan as part of its efforts to drive operational efficiencies and reduce operating costs and capital expenditures, with a primary focus on the Company's Fiber segment. As a result, the Company announced a reduction of the Company's total employee headcount by more than 10% and the closing of certain offices.The 2024 Restructuring Plan includes charges related to the (1) employee headcount reduction, including severance, stock-based compensation and other one-time termination benefits and (2) office closures, which includes remaining obligations under facility leases and non-cash charges for accelerated depreciation. The actions associated with the 2024 Restructuring Plan were substantially completed and the related charges were recorded by December 31, 2024. The payments were substantially completed for the employee headcount reduction in 2025, while the payments for office closures are expected to be completed 2033. The following table summarizes the activities related to the 2024 Restructuring Plan for the years ended December 31, 2025 and 2024: [Table with ~9 rows, ~20 numbers, and 313 characters.] The liability for restructuring charges is included in "Other accrued liabilities" and "Other long-term liabilities" on the consolidated balance sheet, and the corresponding expense is included in "Restructuring charges" on the consolidated statements of operations and comprehensive income (loss).In February 2026, the Company initiated a restructuring plan ("2026 Restructuring Plan"). See note 18 for additional discussion.
18.Subsequent Events
DISH Wireless L.L.C. Termination
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 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 agreements, which total in excess of $3.5 billion.As of December 31, 2025, associated with our agreements with DISH, the Company had recorded on its consolidated balance sheet approximately $50 million within "Receivables, net" and approximately $150 million within "Deferred site rental receivables," partially offset by approximately $34 million recorded within "Deferred revenues" and "Other long-term liabilities." The Company expects the total net balance sheet impact of approximately $165 million will be ultimately recoverable, and accordingly no adjustments have been made to reserve such net amounts as of December 31, 2025. The Company does not intend to recognize additional revenue under these agreements pending further developments with respect to this matter.
2026 Restructuring Plan
On February 4, 2026, the Company initiated the 2026 Restructuring Plan as part of its efforts to enhance the efficiency and effectiveness of its tower business by reducing the Company's workforce recorded in continuing operations by approximately 20%. In connection with this action, the Company estimated incurring an aggregate of approximately $30 million of related restructuring charges, most of which the Company expects to record in 2026, of which approximately $20 million relates to employee severance and other one-time termination benefits, and approximately $10 million relates to other headcount realignment actions, such as consolidating office space and downsizing certain information technology license-based contracts.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.