10-Q 1 cci-20220930.htm 10-Q cci-20220930
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________

FORM 10-Q
___________________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period              to             
Commission File Number 001-16441
____________________________________
cci-20220930_g1.jpg
CROWN CASTLE INC.
(Exact name of registrant as specified in its charter)
 
Delaware76-0470458
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification No.)
8020 Katy Freeway, Houston, Texas 77024
(Address of principal executives office) (Zip Code)
(713) 570-3000
(Registrant's telephone number, including area code)


____________________________________
 Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueCCINew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  
Number of shares of common stock outstanding at November 2, 2022: 433,048,001



CROWN CASTLE INC. AND SUBSIDIARIES

INDEX
Cautionary Language Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q ("Form 10-Q") contains forward-looking statements that are based on our management's expectations as of the filing date of this report with the Securities and Exchange Commission ("SEC"). Statements that are not historical facts are hereby identified as forward-looking statements. In addition, words such as "estimate," "anticipate," "project," "plan," "intend," "believe," "expect," "likely," "predicted," "positioned," "continue," "target," "seek," "focus" and any variations of these words and similar expressions are intended to identify forward-looking statements. Such statements include plans, projections and estimates contained in "Part I—Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A") and "Part I—Item 3. Quantitative and Qualitative Disclosures About Market Risk" herein. Such forward-looking statements include (1) benefits and opportunities stemming from our strategy, strategic position, business model and capabilities, (2) the strength and growth potential of the U.S. market for shared communications infrastructure investment, (3) expectations regarding anticipated growth in the wireless industry, and consumption of and demand for data, including growth in, and factors driving, consumption and demand, (4) potential benefits of our communications infrastructure (on an individual and collective basis) and expectations regarding demand therefore, including potential benefits and continuity of and factors driving such demand, (5) expectations regarding construction, including duration of our construction projects, and acquisition of communications infrastructure, (6) the utilization of our net operating loss carryforwards ("NOLs"), (7) expectations regarding wireless carriers' focus on improving network quality and expanding capacity, (8) expectations regarding continued increase in usage of high-bandwidth applications by organizations, (9) expected use of net proceeds from issuances under the commercial paper program ("CP Program"), (10) our full year 2022 and 2023 outlook and the anticipated growth in our financial results, including future revenues and operating cash flows, and the expectations regarding our capital expenditures, as well as the factors impacting expected growth in financial results and the levels of capital expenditures, (11) expectations regarding our capital structure and the credit markets, our availability and cost of capital, capital allocation, our leverage ratio target, our ability to service our debt and comply with debt covenants and the plans for and the benefits of any future refinancings, (12) expectations related to our ability to remain qualified as a real estate investment trust ("REIT") and the advantages, benefits or impact of, or opportunities created by, our REIT status, (13) adequacy, projected sources and uses of liquidity, (14) our dividend policy and the timing, amount, growth or tax characterization of our dividends, (15) availability of spectrum, (16) the T-Mobile Agreement (as defined below), including expectations related thereto and the benefits that may be derived therefrom, and the the impact from the T-Mobile and Sprint network consolidation contemplated therein, (17) discretionary investments and the benefits that may be derived therefrom, (18) potential adjustments in the interest rate spread and unused commitment fee percentage on our 2016 Credit Facility, (19)
1


the outcome of outstanding litigation and (20) the utility of certain financial measures, including non-GAAP financial measures. All future dividends are subject to declaration by our board of directors.
Such forward-looking statements should, therefore, be considered in light of various risks, uncertainties and assumptions, including prevailing market conditions, risk factors described in "Item 1A. Risk Factors" of the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 ("2021 Form 10-K") and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected.
Our filings with the SEC are available through the SEC website at www.sec.gov or through our investor relations website at investor.crowncastle.com. We use our investor relations website to disclose information about us that may be deemed to be material. We encourage investors, the media and others interested in us to visit our investor relations website from time to time to review up-to-date information or to sign up for e-mail alerts to be notified when new or updated information is posted on the site.
Interpretation
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 this Form 10-Q indicates otherwise or the context otherwise requires, the terms "we," "our," "our company," "the company" or "us" as used in this Form 10-Q refer to Crown Castle Inc. ("CCI") (formerly, Crown Castle International Corp.) and its predecessor (organized in 1995), as applicable, each a Delaware corporation, and their subsidiaries. Additionally, unless the context suggests otherwise, references to "U.S." are to the United States of America and Puerto Rico, collectively. Capitalized terms used but not defined in this Form 10-Q have the same meaning given to them in the 2021 Form 10-K.

2


PART I—FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS
CROWN CASTLE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)
(Amounts in millions, except par values)
 September 30,
2022
December 31, 2021
ASSETS  
Current assets:
Cash and cash equivalents$174 $292 
Restricted cash168 169 
Receivables, net535 543 
Prepaid expenses111 105 
Other current assets194 145 
Total current assets1,182 1,254 
Deferred site rental receivables1,880 1,588 
Property and equipment, net of accumulated depreciation of $12,780 and $11,937, respectively
15,265 15,269 
Operating lease right-of-use assets6,613 6,682 
Goodwill10,087 10,078 
Other intangible assets, net3,699 4,046 
Other assets, net135 123 
Total assets$38,861 $39,040 
LIABILITIES AND EQUITY  
Current liabilities:  
Accounts payable$229 $246 
Accrued interest119 182 
Deferred revenues686 776 
Other accrued liabilities387 401 
Current maturities of debt and other obligations819 72 
Current portion of operating lease liabilities344 349 
Total current liabilities2,584 2,026 
Debt and other long-term obligations20,664 20,557 
Operating lease liabilities5,941 6,031 
Other long-term liabilities1,993 2,168 
Total liabilities31,182 30,782 
Commitments and contingencies (note 8)
Stockholders' equity:
Common stock, $0.01 par value; 1,200 shares authorized; shares issued and outstanding: September 30, 2022—433 and December 31, 2021—432
4 4 
Additional paid-in capital18,087 18,011 
Accumulated other comprehensive income (loss)(7)(4)
Dividends/distributions in excess of earnings(10,405)(9,753)
Total equity7,679 8,258 
Total liabilities and equity$38,861 $39,040 

See notes to condensed consolidated financial statements.
3

CROWN CASTLE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS) (Unaudited)
(Amounts in millions, except per share amounts)
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Net revenues:
Site rental$1,568 $1,451 $4,711 $4,245 
Services and other178 167 511 441 
Net revenues1,746 1,618 5,222 4,686 
Operating expenses:
Costs of operations:(a)
Site rental405 397 1,204 1,168 
Services and other119 115 344 301 
Selling, general and administrative187 167 558 500 
Asset write-down charges3  26 9 
Acquisition and integration costs  1 1 
Depreciation, amortization and accretion430 413 1,276 1,229 
Total operating expenses1,144 1,092 3,409 3,208 
Operating income (loss)602 526 1,813 1,478 
Interest expense and amortization of deferred financing costs(177)(163)(506)(493)
Gains (losses) on retirement of long-term obligations(2)(1)(28)(145)
Interest income1  1 1 
Other income (expense)(2)(4)(5)(16)
Income (loss) before income taxes422 358 1,275 825 
Benefit (provision) for income taxes(3)(7)(14)(20)
Income (loss) from continuing operations419 351 1,261 805 
Discontinued operations:
Net gain (loss) from disposal of discontinued operations, net of tax   (62)
Income (loss) from discontinued operations, net of tax   (62)
Net income (loss) 419 351 1,261 743 
Net income (loss)$419 $351 $1,261 $743 
Foreign currency translation adjustments(2)(1)(3)1 
Total other comprehensive income (loss)(2)(1)(3)1 
Comprehensive income (loss) $417 $350 $1,258 $744 
Net income (loss), per common share:
Income (loss) from continuing operations, basic$0.97 $0.81 $2.91 $1.86 
Income (loss) from discontinued operations, basic   (0.14)
Net income (loss)—basic$0.97 $0.81 $2.91 $1.72 
Income (loss) from continuing operations, diluted$0.97 $0.81 $2.91 $1.85 
Income (loss) from discontinued operations, diluted   (0.14)
Net income (loss)—diluted$0.97 $0.81 $2.91 $1.71 
Weighted-average common shares outstanding:
Basic433432 433 432 
Diluted434434 434 434 
(a)Exclusive of depreciation, amortization and accretion shown separately.

See notes to condensed consolidated financial statements.
4

CROWN CASTLE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
(In millions of dollars)
 Nine Months Ended September 30,
 20222021
Cash flows from operating activities:  
Income (loss) from continuing operations$1,261 $805 
Adjustments to reconcile income (loss) from continuing operations to net cash provided by (used for) operating activities:
Depreciation, amortization and accretion1,276 1,229 
(Gains) losses on retirement of long-term obligations28 145 
Amortization of deferred financing costs and other non-cash interest, net10 9 
Stock-based compensation expense120 100 
Asset write-down charges26 9 
Deferred income tax (benefit) provision2 4 
Other non-cash adjustments, net6 18 
Changes in assets and liabilities, excluding the effects of acquisitions:
Increase (decrease) in accrued interest(63)(59)
Increase (decrease) in accounts payable(10)16 
Increase (decrease) in other liabilities(256)(57)
Decrease (increase) in receivables8 (62)
Decrease (increase) in other assets(370)(102)
Net cash provided by (used for) operating activities2,038 2,055 
Cash flows from investing activities: 
Capital expenditures(921)(892)
Payments for acquisitions, net of cash acquired(15)(27)
Other investing activities, net(10)8 
Net cash provided by (used for) investing activities(946)(911)
Cash flows from financing activities:
Proceeds from issuance of long-term debt748 3,985 
Principal payments on debt and other long-term obligations(55)(1,057)
Purchases and redemptions of long-term debt(1,274)(2,089)
Borrowings under revolving credit facility2,625 580 
Payments under revolving credit facility(2,580)(870)
Net issuances (repayments) under commercial paper program1,329 380 
Payments for financing costs(14)(43)
Purchases of common stock(64)(69)
Dividends/distributions paid on common stock(1,924)(1,738)
Net cash provided by (used for) financing activities(1,209)(921)
Net increase (decrease) in cash, cash equivalents, and restricted cash - continuing operations(117)223 
Discontinued operations:
Net cash provided by (used for) operating activities (62)
Net increase (decrease) in cash, cash equivalents, and restricted cash - discontinued operations (62)
Effect of exchange rate changes(2) 
Cash, cash equivalents, and restricted cash at beginning of period466 381 
Cash, cash equivalents, and restricted cash at end of period$347 $542 

See notes to condensed consolidated financial statements.
5

CROWN CASTLE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(Amounts in millions) (Unaudited)

Common StockAccumulated Other Comprehensive Income (Loss) ("AOCI")
Shares($0.01 Par)Additional
Paid-in
Capital
Foreign Currency Translation AdjustmentsDividends/Distributions in Excess of EarningsTotal
Balance, June 30, 2022433 $4 $18,050 $(5)$(10,188)$7,861 
Stock-based compensation related activity, net of forfeitures — 38 — — 38 
Purchases and retirement of common stock— — (1)— — (1)
Other comprehensive income (loss)(a)
— — — (2)— (2)
Common stock dividends/distributions(b)
— — — — (636)(636)
Net income (loss)— — — — 419 419 
Balance, September 30, 2022433 $4 $18,087 $(7)$(10,405)$7,679 
Common StockAccumulated Other Comprehensive Income (Loss) ("AOCI")
Shares($0.01 Par)Additional
Paid-in
Capital
Foreign Currency Translation AdjustmentsDividends/Distributions in Excess of EarningsTotal
Balance, June 30, 2021432 $4 $17,951 $(2)$(9,240)$8,713 
Stock-based compensation related activity, net of forfeitures — 32 — — 32 
Purchases and retirement of common stock— — (1)— — (1)
Other comprehensive income (loss)(a)
— — — (1)— (1)
Common stock dividends/distributions(b)
— — — — (578)(578)
Net income (loss)— — — — 351 351 
Balance, September 30, 2021432 $4 $17,982 $(3)$(9,467)$8,516 
(a)See the condensed consolidated statement of operations and other comprehensive income (loss) for the components of other comprehensive income (loss).
(b)See notes 7 and 9 for information regarding common stock dividends declared per share.

See notes to condensed consolidated financial statements.
6

CROWN CASTLE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(Amounts in millions) (Unaudited)
Common StockAOCI
Shares($0.01 Par)Additional
paid-in
capital
Foreign Currency Translation AdjustmentsDividends/Distributions in Excess of EarningsTotal
Balance, December 31, 2021432 $4 $18,011 $(4)$(9,753)$8,258 
Stock-based compensation related activity, net of forfeitures
1 — 140 — — 140 
Purchases and retirement of common stock
— — (64)— — (64)
Other comprehensive income (loss)(a)
— — — (3)— (3)
Common stock dividends/distributions(b)
— — — — (1,913)(1,913)
Net income (loss)— — — — 1,261 1,261 
Balance, September 30, 2022433 $4 $18,087 $(7)$(10,405)$7,679 


Common StockAOCI
Shares($0.01 Par)Additional
paid-in
capital
Foreign Currency Translation AdjustmentsDividends/Distributions in Excess of EarningsTotal
Balance, December 31, 2020431 $4 $17,933 $(4)$(8,472)$9,461 
Stock-based compensation related activity, net of forfeitures
1 — 118 — — 118 
Purchases and retirement of common stock
— — (69)— — (69)
Other comprehensive income (loss)(a)
— — — 1 — 1 
Common stock dividends/distributions(b)
— — — — (1,738)(1,738)
Net income (loss)— — — — 743 743 
Balance, September 30, 2021432 $4 $17,982 $(3)$(9,467)$8,516 
(a)See the condensed consolidated statement of operations and other comprehensive income (loss) for the components of other comprehensive income (loss).
(b)See notes 7 and 9 for information regarding common stock dividends declared per share.

7

CROWN CASTLE INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited
(Tabular dollars in millions, except per share amounts)

1.General
The information contained in the following notes to the condensed consolidated financial statements is condensed from that which would appear in the annual consolidated financial statements; accordingly, the condensed consolidated financial statements included herein should be reviewed in conjunction with the consolidated financial statements for the fiscal year ended December 31, 2021, and related notes thereto, included in the 2021 Form 10-K filed by Crown Castle Inc. ("CCI") (formerly, Crown Castle International Corp.) with the SEC. Capitalized terms used but not defined in these notes to the condensed consolidated financial statements have the same meaning given to them in the 2021 Form 10-K. References to the "Company" refer to CCI and its predecessor, as applicable, and their subsidiaries, unless otherwise indicated or the context indicates otherwise. As used herein, the term "including," and any variation thereof means "including without limitation." The use of the word "or" herein is not exclusive. Unless the context suggests otherwise, references to "U.S." are to the United States of America and Puerto Rico, collectively.
The Company owns, operates and leases shared communications infrastructure that is geographically dispersed throughout the U.S., including (1) towers and other structures, such as rooftops (collectively, "towers"), and (2) fiber primarily supporting small cell networks ("small cells") and fiber solutions. The Company's towers, fiber and small cells assets are collectively referred to herein as "communications infrastructure," and the Company's customers on its communications infrastructure are referred to herein as "tenants."
The Company's core business is providing access, including space or capacity, to its shared communications infrastructure via long-term contracts in various forms, including lease, license, sublease and service agreements (collectively, "tenant contracts").
The Company's operating segments consist of (1) Towers and (2) Fiber. See note 10.
As part of the Company's effort to provide comprehensive communications infrastructure solutions, as an ancillary business, the Company also offers certain services primarily relating to its Towers segment, predominately consisting of (1) site development services primarily relating to existing or new tenant equipment installations, including: site acquisition, architectural and engineering, or zoning and permitting (collectively, "site development services") and (2) tenant equipment installation or subsequent augmentations (collectively, "installation services").
The Company operates as a REIT for U.S. federal income tax purposes. In addition, the Company has certain taxable REIT subsidiaries ("TRSs"). See note 6.
Approximately 53% of the Company's towers are leased or subleased or operated and managed under master leases, subleases, and other agreements with AT&T and T-Mobile. The Company has the option to purchase these towers at the end of their respective lease terms. The Company has no obligation to exercise such purchase options.
Basis of Presentation
The condensed consolidated financial statements included herein are unaudited; however, they include all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to state fairly the condensed consolidated financial position of the Company at September 30, 2022, the condensed consolidated results of operations for the three and nine months ended September 30, 2022 and 2021, and the condensed consolidated cash flows for the nine months ended September 30, 2022 and 2021. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
2.Summary of Significant Accounting Policies
Recently Adopted Accounting Pronouncements
No accounting pronouncements adopted during the nine months ended September 30, 2022 had a material impact on the Company's condensed consolidated financial statements.
8


Recent Accounting Pronouncements Not Yet Adopted
No new accounting pronouncements issued but not yet adopted are expected to have a material impact on the Company's condensed consolidated financial statements.
3.Revenues
Site Rental Revenues
The Company generates site rental revenues from its core business by providing tenants with access, including space or capacity, to its shared communications infrastructure via long-term tenant contracts in various forms, including lease, license, sublease and service agreements. Providing such access over the length of the tenant contract term represents the Company’s sole performance obligation under its tenant contracts.
Site rental revenues from the Company's tenant contracts are recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the relevant tenant contract, which generally ranges from five to 15 years for wireless tenants and three to 20 years for the Company's fiber solutions tenants (including from organizations with high-bandwidth and multi-location demands), regardless of whether the payments from the tenant are received in equal monthly amounts during the life of the tenant contract. Certain of the Company's tenant contracts contain (1) fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the CPI), (2) multiple renewal periods exercisable at the tenant's option and (3) only limited termination rights at the applicable tenant's option through the current term. If the payment terms call for fixed escalations, 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 its 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 include current amounts of $116 million included in "Other current assets" and non-current amounts of $1.9 billion included in "Deferred site rental receivables" as of September 30, 2022. Amounts billed or received prior to being earned are deferred and reflected in "Deferred revenues" and "Other long-term liabilities" on the Company's condensed consolidated balance sheet. Amounts to which the Company has an unconditional right to payment, which are related to both satisfied or partially satisfied performance obligations, are recorded within "Receivables, net" on the Company's condensed consolidated balance sheet.
Services and Other Revenues
As part of the Company’s effort to provide comprehensive communications infrastructure solutions, as an ancillary business, the Company offers certain services primarily relating to its Towers segment, predominately consisting of (1) site development services and (2) installation services. Upon contract commencement, the Company assesses its services to tenants and identifies performance obligations for each promise to provide a distinct service.
The Company may have multiple performance obligations for site development services, which primarily include: structural analysis, zoning, permitting and construction drawings. For each of these performance obligations, services revenues are recognized at completion of the applicable performance obligation, which represents the point at which the Company believes it has transferred goods or services to the tenant. The 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 volume and mix of site development services may vary among contracts and may include a combination of some or all of the above performance obligations. Payments generally are due within 45 to 60 days and generally do not contain variable-consideration provisions. The transaction price for the Company's tower installation services consists of amounts for (1) permanent improvements to the Company's towers that represent a lease component and (2) the performance of the service. Amounts under the Company's tower installation service agreements that represent a lease component are recognized as site rental revenues on a straight-line basis over the length of the associated estimated lease term. For the performance of the installation service, the Company has one performance obligation, which is satisfied at the time of the applicable installation or augmentation and recognized as services and other revenues on the Company's condensed consolidated statement of operations. Since performance obligations are typically satisfied prior to receiving payment from tenants, the unconditional right to payment is recorded within "Receivables, net" on the Company’s condensed consolidated balance sheet. The vast majority of the Company’s services generally have a duration of one year or less.
9


Additional Information on Revenues
As of January 1, 2022 and September 30, 2022, $2.6 billion and $2.4 billion, respectively, of unrecognized revenue was reported in "Deferred revenues" and "Other long-term liabilities" on the Company's condensed consolidated balance sheet. During the nine months ended September 30, 2022, approximately $495 million of the January 1, 2022 unrecognized revenue balance was recognized as revenue. During the nine months ended September 30, 2021, approximately $455 million of the January 1, 2021 unrecognized revenue balance was recognized as revenue.
The following table is a summary of the non-cancelable contracted amounts owed to the Company by tenants pursuant to tenant contracts in effect as of September 30, 2022.
Three Months Ending December 31,Years Ending December 31,
20222023202420252026ThereafterTotal
Contracted amounts(a)
$1,208 $4,760 $4,338 $4,010 $3,929 $22,736 $40,981 
(a)Based on the nature of the contract, tenant contracts are accounted for pursuant to relevant lease accounting (ASC 842) or revenue accounting (ASC 606) guidance. Excludes amounts related to services, as those contracts generally have a duration of one year or less.
See note 10 for further information regarding the Company's operating segments.
10


4.Debt and Other Obligations
The table below sets forth the Company's debt and other obligations as of September 30, 2022.
Original
Issue Date
Final
Maturity
Date(a)
Balance as of September 30, 2022Balance as of
December 31, 2021
Stated Interest
Rate as of September 30, 2022(a)
3.849% Secured NotesDec. 2012Apr. 2023
(h)
$ $998 N/A
Secured Notes, Series 2009-1, Class A-2July 2009Aug. 202948 53 9.0 %
Tower Revenue Notes, Series 2018-1July 2018July 2043
(h)
 249 N/A
Tower Revenue Notes, Series 2015-2May 2015May 2045
(b)
697 696 3.7 %
Tower Revenue Notes, Series 2018-2July 2018July 2048
(b)
745 744 4.2 %
Finance leases and other obligationsVariousVarious
(c)
239 242 Various
(c)
Total secured debt$1,729 $2,982 
2016 RevolverJan. 2016July 2027
(e)
$710 
(d)
$665 4.1 %
(e)
2016 Term Loan AJan. 2016July 2027
(e)
1,199 1,222 3.8 %
(e)
Commercial Paper NotesVarious
(f)
Various
(f)
1,594 
(f)
265 3.8 %
3.150% Senior NotesJan. 2018July 2023749 747 3.2 %
3.200% Senior NotesAug. 2017Sept. 2024748 747 3.2 %
1.350% Senior NotesJune 2020July 2025496 496 1.4 %
4.450% Senior NotesFeb. 2016Feb. 2026896 895 4.5 %
3.700% Senior NotesMay 2016June 2026747 746 3.7 %
1.050% Senior NotesFeb. 2021July 2026992 990 1.1 %
4.000% Senior NotesFeb. 2017Mar. 2027497 496 4.0 %
2.900% Senior NotesMar. 2022Mar. 2027
(g)
742  2.9 %
3.650% Senior NotesAug. 2017Sept. 2027995 995 3.7 %
3.800% Senior NotesJan. 2018Feb. 2028993 992 3.8 %
4.300% Senior NotesFeb. 2019Feb. 2029594 593 4.3 %
3.100% Senior NotesAug. 2019Nov. 2029545 545 3.1 %
3.300% Senior NotesApr. 2020July 2030739 738 3.3 %
2.250% Senior NotesJune 2020Jan. 20311,090 1,089 2.3 %
2.100% Senior NotesFeb. 2021Apr. 2031988 988 2.1 %
2.500% Senior NotesJune 2021July 2031741 741 2.5 %
2.900% Senior NotesFeb. 2021Apr. 20411,233 1,233 2.9 %
4.750% Senior NotesMay 2017May 2047344 344 4.8 %
5.200% Senior NotesFeb. 2019Feb. 2049396 395 5.2 %
4.000% Senior NotesAug. 2019Nov. 2049346 345 4.0 %
4.150% Senior NotesApr. 2020July 2050490 490 4.2 %
3.250% Senior NotesJune 2020Jan. 2051890 890 3.3 %
Total unsecured debt$19,754 $17,647 
Total debt and other obligations21,483 20,629 
Less: current maturities of debt and other obligations819 72 
Non-current portion of debt and other long-term obligations$20,664 $20,557 
(a)See the 2021 Form 10-K, including note 7 to the consolidated financial statements, for additional information regarding the maturity and principal amortization provisions and interest rates relating to the Company's indebtedness.
(b)If the respective series of Tower Revenue Notes are not paid in full on or prior to an applicable anticipated repayment date, then Excess Cash Flow (as defined in the indenture) of the issuers of such notes will be used to repay principal of the applicable series and class of the Tower Revenue Notes, and additional interest (of an additional approximately 5% per annum) will accrue on the respective Tower Revenue Notes. As of September 30, 2022, the Tower Revenue Notes, Series 2015-2 and Series 2018-2 have principal amounts of $700 million and $750 million, with anticipated repayment dates in 2025 and 2028, respectively.
(c)The Company's finance leases and other obligations relate to land, fiber, vehicles, and other assets and bear interest rates ranging up to 10% and mature in periods ranging from less than one year to approximately 25 years.
(d)As of September 30, 2022, the undrawn availability under the 2016 Revolver was $6.3 billion.
(e)In July 2022, the Company entered into an amendment to the Credit Agreement governing the Company's 2016 Credit Facility ("2022 Credit Agreement Amendment") that provided for, among other things, (1) the extension of the maturity date of the 2016 Credit Facility from June 2026 to July 2027, (2) an increase to the aggregate commitments under the 2016 Revolver from $5.0 billion to $7.0 billion, (3) certain modifications to a specified sustainability
11


metric and (4) the replacement of the LIBOR pricing benchmark with a Term SOFR pricing benchmark. Both the 2016 Revolver and 2016 Term Loan A bear interest, at the Company's option, at either (1) Term SOFR plus (i) a credit spread adjustment of 0.10% per annum and (ii) a credit spread ranging from 0.875% to 1.750% per annum or (2) an alternate base rate plus a credit spread ranging from 0.000% to 0.750% per annum, in each case, with the applicable credit spread based on the Company's senior unsecured debt rating. The Company pays a commitment fee ranging from 0.080% to 0.300%, based on the Company's senior unsecured debt rating, per annum on the undrawn available amount under the 2016 Revolver. See the 2021 Form 10-K, including note 7 to the consolidated financial statements, for information regarding potential adjustments to such percentages.
(f)In March 2022, the Company increased the size of its 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. Notes under the CP Program may be issued, repaid and re-issued from time to time. 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. The Commercial Paper Notes are issued under customary terms in the commercial paper market and are issued at a discount from par or, alternatively, can be issued at par and bear varying interest rates on a fixed or floating basis. As of September 30, 2022, the Company had net issuances of $1.6 billion under the CP Program. At any point in time, the Company intends to maintain available commitments under its 2016 Revolver in an amount at least equal to the amount of Commercial Paper Notes outstanding. While any outstanding Commercial Paper Notes generally have short-term maturities, the Company classifies the outstanding issuances, when applicable, as long-term based on its ability and intent to refinance the outstanding issuances on a long-term basis.
(g)In March 2022, the Company issued $750 million aggregate principal amount of 2.900% senior unsecured notes due 2027 ("March 2022 Senior Notes"). The Company used the net proceeds from the March 2022 Senior Notes offering to repay a portion of the outstanding indebtedness under its CP Program and pay related fees and expenses.
(h)In March 2022, the Company (1) prepaid in full the previously outstanding Tower Revenue Notes, Series 2018-1 and (2) redeemed in full the previously outstanding 3.849% Secured Notes.
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 September 30, 2022, which do not consider the principal payments that will commence following the anticipated repayment dates on the Tower Revenue Notes.
 Three Months Ending December 31,Years Ending December 31,Total Cash ObligationsUnamortized Adjustments, NetTotal Debt and Other Obligations Outstanding
 20222023202420252026Thereafter
Scheduled principal payments and
final maturities
$1,614 
(a)
$819 $830 $591 $2,770 

$15,017 $21,641 $(158)$21,483 
(a)Predominately consists of outstanding indebtedness under the CP Program (as discussed in footnote (f) above).

Purchases and Redemptions of Long-Term Debt
The following is a summary of purchases and redemptions of long-term debt during the nine months ended September 30, 2022.
Principal Amount
Cash Paid(a)
Gains (Losses)(b)
Tower Revenue Notes, Series 2018-1$250 $252 $(3)
3.849% Secured Notes1,000 1,022 (23)
2016 Revolver— — (2)
Total$1,250 $1,274 $(28)
(a)Exclusive of accrued interest.
(b)Inclusive of the write off of respective deferred financing costs.
Interest Expense and Amortization of Deferred Financing Costs
The components of interest expense and amortization of deferred financing costs are as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Interest expense on debt obligations$174 $160 $496 $484 
Amortization of deferred financing costs and adjustments on long-term debt, net6 6 19 19 
Capitalized interest(3)(3)(9)(10)
Total$177 $163 $506 $493 
12


5.Fair Value Disclosures
Level in Fair Value HierarchySeptember 30, 2022December 31, 2021
Carrying
 Amount
Fair
Value
Carrying
 Amount
Fair
Value
Assets:
Cash and cash equivalents1$174 $174 $292 $292 
Restricted cash, current and non-current1173 173 174 174 
Liabilities:
Total debt and other obligations221,483 18,926 20,629 21,588 
The fair value of cash and cash equivalents and restricted cash approximate the carrying value. The Company determines the fair value of its debt securities based on indicative, non-binding quotes from brokers. Quotes from brokers require judgment and are based on the brokers' interpretation of market information, including implied credit spreads for similar borrowings on recent trades or bid/ask prices or quotes from active markets if available. Since December 31, 2021, there have been no changes in the Company's valuation techniques used to measure fair values.
6.Income Taxes
The Company operates as a REIT for U.S. federal income tax purposes. As a REIT, the Company is generally entitled to a deduction for dividends that it pays and therefore is not subject to U.S. federal corporate income tax on its net taxable income that is currently distributed to its stockholders. The Company also may be subject to certain federal, state, local and foreign taxes on its income and assets, including (1) taxes on any undistributed income, (2) taxes related to the TRSs, (3) franchise taxes, (4) property taxes, and (5) transfer taxes. In addition, the Company could under certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Internal Revenue Code of 1986, as amended, to maintain qualification for taxation as a REIT.
The Company's TRS assets and operations will continue to be subject, as applicable, to federal and state corporate income taxes or to foreign taxes in the jurisdictions in which such assets and operations are located. The Company's foreign assets and operations (including its tower operations in Puerto Rico) are subject to foreign income taxes in the jurisdictions in which such assets and operations are located, regardless of whether they are included in a TRS or not.
For the nine months ended September 30, 2022 and 2021, the Company's effective tax rate differed from the federal statutory rate predominately due to the Company's REIT status, including the dividends paid deduction.
7.Per Share Information
Basic net income (loss), per common share, excludes dilution and is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. For the three and nine months ended September 30, 2022 and 2021, diluted net income (loss), per common share, is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period, plus any potential dilutive common share equivalents, including shares issuable upon the vesting of restricted stock units as determined under the treasury stock method.
13


 Three Months Ended September 30,Nine Months Ended September 30,
 2022202120222021
Income (loss) from continuing operations for basic and diluted computations$419 $351 $1,261 $805 
Income (loss) from discontinued operations, net of tax   (62)
Net income (loss) $419 $351 $1,261 $743 
Weighted-average number of common shares outstanding (in millions):
Basic weighted-average number of common stock outstanding433