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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 25, 2023
Crown Castle Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-16441 | | 76-0470458 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
8020 Katy Freeway, Houston, Texas 77024
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 570-3000
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(Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value | CCI | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
ITEM 2.02 — RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On January 25, 2023, Crown Castle Inc. ("Company") issued a press release disclosing its financial results for the fourth quarter and full year ended December 31, 2022. A copy of the press release is furnished herewith as Exhibit 99.1.
ITEM 7.01 — REGULATION FD DISCLOSURE
The press release referenced in Item 2.02 above refers to certain supplemental information that was posted as a supplemental information package on the Company's website on January 25, 2023. The supplemental information package is furnished herewith as Exhibit 99.2.
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit Index
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Exhibit No. | | Description |
99.1 | | |
99.2 | | |
104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
The information in Items 2.02 and 7.01 of this Current Report on Form 8-K ("Form 8-K") and Exhibits 99.1 and 99.2 attached hereto are furnished as part of this Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information or exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| CROWN CASTLE INC. | |
| By: | /s/ Daniel K. Schlanger | |
| | Name: | Daniel K. Schlanger | |
| | Title: | Executive Vice President and Chief Financial Officer | |
Date: January 25, 2023
Document | | | | | | | | |
| | NEWS RELEASE January 25, 2023 |
| | | | | |
| Contacts: Dan Schlanger, CFO |
| Ben Lowe, SVP & Treasurer |
FOR IMMEDIATE RELEASE | Crown Castle Inc. |
| 713-570-3050 |
CROWN CASTLE REPORTS FOURTH QUARTER AND FULL YEAR 2022 RESULTS, MAINTAINS OUTLOOK FOR FULL YEAR 2023
January 25, 2023 - HOUSTON, TEXAS - Crown Castle Inc. (NYSE: CCI) ("Crown Castle") today reported results for the fourth quarter and full year ended December 31, 2022, and maintained its full year 2023 outlook, as reflected in the table below.
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| Full Year 2023 | | Full Year 2022 | | |
(dollars in millions, except per share amounts) | Current Outlook Midpoint(a) | Midpoint Growth Rate Compared to Full Year 2022 Actual | | Actual | Actual Growth Rate Compared to Full Year 2021 Actual | | |
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Site rental revenues | $6,511 | 4% | | $6,289 | 10% | | |
Income (loss) from continuing operations | $1,636 | (2)% | | $1,675 | 45% | (c) | |
Income (loss) from continuing operations per share—diluted | $3.76 | (3)% | | $3.86 | 45% | (c) | |
Adjusted EBITDA(b) | $4,472 | 3% | | $4,340 | 14% | | |
AFFO(b) | $3,319 | 4% | | $3,200 | 6% | | |
AFFO per share(b) | $7.63 | 3% | | $7.38 | 6% | | |
(a)As issued on January 25, 2023 and unchanged from the previous full year 2023 Outlook issued on October 19, 2022.
(b)See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for further information and reconciliation of non-GAAP financial measures to income (loss) from continuing operations, as computed in accordance with GAAP.
(c)Does not reflect the impact related to the ATO Settlement (as defined in the Form 8-K filed with the Securities and Exchange Commission on April 26, 2021 ("April 2021 8-K")), which is attributable to discontinued operations as discussed in the April 2021 8-K.
“We generated significant growth in 2022, highlighted by nearly 6.5% organic revenue growth in our Towers segment and more than 9% dividend per share growth,” stated Jay Brown, Crown Castle’s Chief Executive Officer. “Our ability to deliver strong bottom-line growth in 2022 while navigating a challenging environment with increasing interest rates reflects solid operational performance by our team and the deliberate actions we have taken over the years to reduce the risk profile of our strategy. We have led the U.S. tower industry in growth during the initial phase of 5G development over the last two years, and I believe our comprehensive infrastructure offering of towers, small cells and fiber positions us to continue to drive substantial growth in the future. I am excited about the continued momentum we see across our business, which is driving another year of expected strong growth in 2023, including 5% organic revenue growth in our Towers segment and a doubling of small cell deployments to 10,000 nodes with more than half of those nodes to be collocated on existing fiber."
The pathway to possible.
CrownCastle.com
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News Release continued: | | Page 2 |
RESULTS FOR THE YEAR
The table below sets forth select financial results for the year ended December 31, 2022 and December 31, 2021.
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| Actual | | Previous 2022 Outlook Midpoint(b) | Actual Compared to Previous Outlook Midpoint | |
(dollars in millions, except per share amounts) | 2022 | 2021 | | Change | Change % | | |
Site rental revenues | $6,289 | $5,719 | | $570 | 10% | | $6,265 | $24 | |
Income (loss) from continuing operations | $1,675 | $1,158 | (c) | $517 | 45% | | $1,694 | $(19) | |
Income (loss) from continuing operations per share—diluted | $3.86 | $2.67 | (c) | $1.19 | 45% | | $3.90 | $(0.04) | |
Adjusted EBITDA(a) | $4,340 | $3,816 | | $524 | 14% | | $4,352 | $(12) | |
AFFO(a) | $3,200 | $3,013 | | $187 | 6% | | $3,201 | $(1) | |
AFFO per share(a) | $7.38 | $6.95 | | $0.43 | 6% | | $7.36 | $0.02 | |
(a)See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for further information and reconciliation of non-GAAP financial measures to income (loss) from continuing operations, as computed in accordance with GAAP.
(b)As issued October 19, 2022.
(c)Does not reflect the impact related to the ATO Settlement (as defined in the April 2021 8-K), which is attributable to discontinued operations in the first quarter of 2021 as discussed in the April 2021 8-K.
HIGHLIGHTS FROM THE YEAR
•Site rental revenues. Site rental revenues grew 10%, or $570 million, from full year 2021 to full year 2022, inclusive of approximately $258 million in Organic Contribution to Site Rental Billings and a $299 million increase in straight-lined revenues. The $258 million in Organic Contribution to Site Rental Billings represents 5.1% growth, comprised of 8.4% growth from core leasing activity and escalators, net of 3.3% from non-renewals.
•Income from continuing operations. Income from continuing operations for full year 2022 was $1.7 billion compared to $1.2 billion for full year 2021.
•Adjusted EBITDA. Full year 2022 Adjusted EBITDA was $4.3 billion compared to $3.8 billion for full year 2021, representing 14% growth, primarily as a result of the growth in site rental revenues and higher services contribution.
•AFFO and AFFO per share. Full year 2022 AFFO was $3.2 billion, or $7.38 per share, representing growth from the full year 2021 of 6%.
•Capital expenditures. Capital expenditures during the year were $1.3 billion, comprised of $95 million of sustaining capital expenditures and $1.2 billion of discretionary capital expenditures. Discretionary capital expenditures during the year primarily included approximately $1.0 billion attributable to Fiber and approximately $174 million attributable to Towers.
•Common stock dividend. During the year, Crown Castle paid common stock dividends of approximately $2.6 billion in the aggregate, or $5.98 per common share, an increase of more than 9% on a per share basis compared to full year 2021.
•Financing activity. In January 2023, Crown Castle issued $1.0 billion in aggregate principal amount of senior unsecured notes with a five-year maturity and a coupon of 5.000%. Net proceeds from the senior notes offering were used to repay a portion of the indebtedness under the existing revolving credit facility and pay related fees and expenses.
The pathway to possible.
CrownCastle.com
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News Release continued: | | Page 3 |
“We believe the positive operating trends across our business will continue as we navigate higher interest rates and the previously disclosed rationalization of a portion of Sprint's legacy network that will impact our growth in the near-term," stated Dan Schlanger, Crown Castle’s Chief Financial Officer. "Looking beyond these near-term headwinds, we are excited to leverage our comprehensive portfolio of infrastructure offerings to generate long-term growth in line with our target of 7% to 8% annual growth in dividends per share. We have continued to focus on strengthening our balance sheet and liquidity position to pursue investment opportunities that are consistent with our strategy and support our ability to deliver attractive risk-adjusted returns through a combination of dividends and growth. Following our successful bond offering earlier this month, we have an investment grade balance sheet with more than 85% fixed rate debt, a weighted average maturity across our debt of over eight years, limited debt maturities through 2024 and approximately $5.5 billion in available liquidity under our revolving credit facility. We believe the combination of our balance sheet strength and attractive underlying business characteristics provides a solid foundation to support cash flow growth through various economic cycles."
OUTLOOK
This Outlook section contains forward-looking statements, and actual results may differ materially. Information regarding potential risks which could cause actual results to differ from the forward-looking statements herein is set forth below and in Crown Castle's filings with the SEC.
The following table sets forth Crown Castle's current full year 2023 Outlook, which remains unchanged from the previous full year 2023 Outlook.
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(in millions, except per share amounts) | Full Year 2023 |
Site rental billings(a) | $5,631 | to | $5,671 |
Amortization of prepaid rent | $570 | to | $580 |
Straight-lined revenues | $264 | to | $284 |
Site rental revenues | $6,488 | to | $6,533 |
Site rental costs of operations(b) | $1,643 | to | $1,688 |
Services and other gross margin | $210 | to | $240 |
Income (loss) from continuing operations | $1,596 | to | $1,676 |
Income (loss) from continuing operations per share—diluted(c) | $3.67 | to | $3.85 |
Adjusted EBITDA(d) | $4,449 | to | $4,494 |
Depreciation, amortization and accretion | $1,712 | to | $1,807 |
Interest expense and amortization of deferred financing costs(e) | $814 | to | $859 |
FFO(d) | $3,350 | to | $3,395 |
AFFO(d) | $3,296 | to | $3,341 |
AFFO per share(c)(d) | $7.58 | to | $7.68 |
(a)See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for our definition of site rental billings.
(b)Exclusive of depreciation, amortization and accretion.
(c)The assumption for diluted weighted-average common shares outstanding for full year 2023 Outlook is based on the diluted common shares outstanding as of December 31, 2022.
(d)See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for further information and reconciliation of non-GAAP financial measures to income (loss) from continuing operations, as computed in accordance with GAAP.
(e)See reconciliation of "Outlook for Components of Interest Expense" for a discussion of non-cash interest expense.
The pathway to possible.
CrownCastle.com
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News Release continued: | | Page 4 |
•The chart below reconciles the expected growth in site rental revenues from 2022 to 2023 of $215 million to $260 million, inclusive of expected Organic Contribution to Site Rental Billings during 2023 of $340 million to $380 million, or approximately 7%. The expected consolidated growth includes approximately 5% from towers, approximately 25% from small cells, and approximately 5% from fiber solutions. Adjusted for the expected impact from the previously reported small cell and fiber solutions lease cancellations related to the consolidation of the T-Mobile US, Inc. and Sprint network ("Sprint Cancellations"), our projected consolidated growth of approximately 4% includes approximately 5% from towers, approximately 8% from small cells and flat fiber solutions revenue.
•The chart below reconciles the components of expected growth in AFFO from 2022 to 2023 of $100 million to $145 million.
Additional information is available in Crown Castle's quarterly Supplemental Information Package posted in the Investors section of our website.
The pathway to possible.
CrownCastle.com
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News Release continued: | | Page 5 |
CONFERENCE CALL DETAILS
Crown Castle has scheduled a conference call for Thursday, January 26, 2023, at 10:30 a.m. Eastern time to discuss its full year 2022 results. A listen only live audio webcast of the conference call, along with supplemental materials for the call, can be accessed on the Crown Castle website at https://investor.crowncastle.com. Participants may join the conference call by dialing 833-630-1956 (Toll Free) or 412-317-1837 (International) at least 30 minutes prior to the start time. All dial-in participants should ask to join the Crown Castle call.
A replay of the webcast will be available on the Investor page of Crown Castle's website until end of day, Thursday, January 25, 2024.
ABOUT CROWN CASTLE
Crown Castle owns, operates and leases more than 40,000 cell towers and approximately 85,000 route miles of fiber supporting small cells and fiber solutions across every major U.S. market. This nationwide portfolio of communications infrastructure connects cities and communities to essential data, technology and wireless service - bringing information, ideas and innovations to the people and businesses that need them. For more information on Crown Castle, please visit www.crowncastle.com.
The pathway to possible.
CrownCastle.com
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News Release continued: | | Page 6 |
Non-GAAP Financial Measures, Segment Measures and Other Calculations
This press release includes presentations of Adjusted EBITDA, Adjusted Funds from Operations ("AFFO"), including per share amounts, Funds from Operations ("FFO"), including per share amounts, Organic Contribution to Site Rental Billings and Net Debt, which are non-GAAP financial measures. These non-GAAP financial measures are not intended as alternative measures of operating results or cash flow from operations (as determined in accordance with Generally Accepted Accounting Principles ("GAAP")).
Our non-GAAP financial measures may not be comparable to similarly titled measures of other companies, including other companies in the communications infrastructure sector or other real estate investment trusts ("REITs").
In addition to the non-GAAP financial measures used herein, we also provide segment site rental gross margin, segment services and other gross margin and segment operating profit, which are key measures used by management to evaluate our operating segments. These segment measures are provided pursuant to GAAP requirements related to segment reporting. In addition, we provide the components of certain GAAP measures, such as site rental revenues and capital expenditures.
Our non-GAAP financial measures are presented as additional information because management believes these measures are useful indicators of the financial performance of our business. Among other things, management believes that:
•Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial performance. Adjusted EBITDA is the primary measure used by 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. Management believes that Adjusted EBITDA helps investors or 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. Management also believes Adjusted EBITDA is frequently used by investors or other interested parties in the evaluation of the communications infrastructure 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. In addition, Adjusted EBITDA is similar to the measure of current financial performance generally used in our debt covenant calculations. Adjusted EBITDA should be considered only as a supplement to income (loss) from continuing operations computed in accordance with GAAP as a measure of our performance.
•AFFO, including per share amounts, is useful to investors or other interested parties in evaluating our financial performance. Management believes that AFFO helps investors or other interested parties meaningfully evaluate our financial performance as it includes (1) the impact of our capital structure (primarily interest expense on our outstanding debt and dividends on our preferred stock (in periods where applicable)) and (2) sustaining capital expenditures, and excludes the impact of our (1) asset base (primarily depreciation, amortization and accretion) and (2) certain non-cash items, including straight-lined revenues and expenses related to fixed escalations and rent free periods. GAAP requires rental revenues and expenses related to leases that contain specified rental increases over the life of the lease to be recognized evenly over the life of the lease. In accordance with GAAP, if payment terms call for fixed escalations or rent free periods, the revenues or expenses are recognized on a straight-lined basis over the fixed, non-cancelable term of the contract. Management notes that Crown Castle uses AFFO only as a performance measure. AFFO should be considered only as a supplement to income (loss) from continuing operations computed in accordance with GAAP as a measure of our performance and should not be considered as an alternative to cash flow from operations or as residual cash flow available for discretionary investment.
•FFO, including per share amounts, is useful to investors or other interested parties in evaluating our financial performance. Management believes that FFO may be used by investors or other interested parties as a basis to compare our financial performance with that of other REITs. FFO helps investors or other interested parties meaningfully evaluate financial performance by excluding the impact of our asset base (primarily real estate depreciation, amortization and accretion). FFO is not a key performance indicator used by Crown Castle. FFO should be considered only as a supplement to income (loss) from continuing operations computed in accordance with GAAP as a measure of our performance and should not be considered as an alternative to cash flow from operations.
The pathway to possible.
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News Release continued: | | Page 7 |
•Organic Contribution to Site Rental Billings is useful to investors or other interested parties in understanding the components of the year-over-year changes in our site rental revenues computed in accordance with GAAP. Management uses Organic Contribution to Site Rental Billings to assess year-over-year growth rates for our rental activities, to evaluate current performance, to capture trends in rental rates, core leasing activities and tenant non-renewals in our core business, as well as to forecast future results. Separately, we are also disclosing Organic Contribution to Site Rental Billings as adjusted for impact of Sprint Cancellations, which is outside of ordinary course, to provide further insight into our results of operations and underlying trends. Management believes that identifying the impact for Sprint Cancellations provides increased transparency and comparability across periods. Organic Contribution to Site Rental Billings (including as adjusted for impact of Sprint Cancellations) is not meant as an alternative measure of revenue and should be considered only as a supplement in understanding and assessing the performance of our site rental revenues computed in accordance with GAAP.
•Net Debt is useful to investors or other interested parties in evaluating our overall debt position and future debt capacity. Management uses Net Debt in assessing our leverage. Net Debt is not meant as an alternative measure of debt and should be considered only as a supplement in understanding and assessing our leverage.
We define our non-GAAP financial measures, segment measures and other calculations as follows:
Non-GAAP Financial Measures
Adjusted EBITDA. We define Adjusted EBITDA as income (loss) from continuing operations plus restructuring charges (credits), asset write-down charges, acquisition and integration costs, depreciation, amortization and accretion, amortization of prepaid lease purchase price adjustments, interest expense and amortization of deferred financing costs, (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, cumulative effect of a change in accounting principle and stock-based compensation expense.
Adjusted Funds from Operations. We define Adjusted Funds from Operations as FFO before straight-lined revenues, straight-lined expenses, stock-based compensation expense, non-cash portion of tax provision, non-real estate related depreciation, amortization and accretion, amortization of non-cash interest expense, other (income) expense, (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, acquisition and integration costs, restructuring charges (credits), cumulative effect of a change in accounting principle and adjustments for noncontrolling interests, less sustaining capital expenditures.
AFFO per share. We define AFFO per share as AFFO divided by diluted weighted-average common shares outstanding.
Funds from Operations. We define Funds from Operations as income (loss) from continuing operations plus real estate related depreciation, amortization and accretion and asset write-down charges, less noncontrolling interest and cash paid for preferred stock dividends (in periods where applicable), and is a measure of funds from operations attributable to common stockholders.
FFO per share. We define FFO per share as FFO divided by diluted weighted-average common shares outstanding.
Organic Contribution to Site Rental Billings. We define Organic Contribution to Site Rental Billings as the sum of the change in site rental revenues related to core leasing activity, escalators and payments for Sprint Cancellations (for periods beginning in 2023), less non-renewals of tenant contracts and non-renewals associated with Sprint Cancellations (for periods beginning in 2023). Additionally, Organic Contribution to Site Rental Billings adjusted for impact of Sprint Cancellations reflects Organic Contribution to Site Rental Billings less payments for Sprint Cancellations, plus non-renewals associated with Sprint Cancellations.
Net Debt. We define Net Debt as (1) debt and other long-term obligations and (2) current maturities of debt and other obligations, excluding unamortized adjustments, net; less cash, cash equivalents and restricted cash.
Segment Measures
Segment site rental gross margin. We define segment site rental gross margin as segment site rental revenues less segment site rental costs of operations, excluding stock-based compensation expense and amortization of prepaid lease purchase price adjustments recorded in consolidated site rental costs of operations.
Segment services and other gross margin. We define segment services and other gross margin as segment services and other revenues less segment services and other costs of operations, excluding stock-based compensation expense recorded in consolidated services and other costs of operations.
The pathway to possible.
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News Release continued: | | Page 8 |
Segment operating profit. We define segment operating profit as segment site rental gross margin plus segment services and other gross margin, less selling, general and administrative expenses attributable to the respective segment.
All of these measurements of profit or loss are exclusive of depreciation, amortization and accretion, which are shown separately. Additionally, certain costs are shared across segments and are reflected in our segment measures through allocations that management believes to be reasonable.
Other Calculations
Site rental billings. We define site rental billings as site rental revenues exclusive of the impacts from (1) straight-lined revenues, (2) amortization of prepaid rent in accordance with GAAP and (3) contribution from recent acquisitions until the one-year anniversary of such acquisitions.
Core leasing activity. We define core leasing activity as site rental revenues growth from tenant additions across our entire portfolio and renewals or extensions of tenant contracts, exclusive of (1) the impacts from both straight-lined revenues and amortization of prepaid rent in accordance with GAAP and (2) payments for Sprint Cancellations, where applicable.
Non-renewals. We define non-renewals of tenant contracts as the reduction in site rental revenues as a result of tenant churn, terminations and, in limited circumstances, reductions of existing lease rates, exclusive of non-renewals associated with Sprint Cancellations, where applicable.
Discretionary capital expenditures. We define discretionary capital expenditures as those capital expenditures made with respect to activities which we believe exhibit sufficient potential to enhance long-term stockholder value. They primarily consist of expansion or development of 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 relates 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.
Sustaining capital expenditures. We define sustaining capital expenditures as those capital expenditures 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.
The pathway to possible.
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News Release continued: | | Page 9 |
Reconciliations of Non-GAAP Financial Measures, Segment Measures and Other Calculations to Comparable GAAP Financial Measures:
Reconciliation of Historical Adjusted EBITDA:
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| For the Three Months Ended | | For the Twelve Months Ended | | | |
(in millions) | December 31, 2022 | | December 31, 2021 | | December 31, 2022 | | December 31, 2021 | | | |
Income (loss) from continuing operations | $ | 413 | | | $ | 353 | | | $ | 1,675 | | | $ | 1,158 | | (a) | | |
Adjustments to increase (decrease) income (loss) from continuing operations: | | | | | | | | | | |
Asset write-down charges | 8 | | | 12 | | | 34 | | | 21 | | | | |
Acquisition and integration costs | 1 | | | — | | | 2 | | | 1 | | | | |
Depreciation, amortization and accretion | 431 | | | 415 | | | 1,707 | | | 1,644 | | | | |
Amortization of prepaid lease purchase price adjustments | 4 | | | 4 | | | 16 | | | 18 | | | | |
Interest expense and amortization of deferred financing costs(b) | 192 | | | 164 | | | 699 | | | 657 | | | | |
(Gains) losses on retirement of long-term obligations | — | | | — | | | 28 | | | 145 | | | | |
Interest income | (2) | | | — | | | (3) | | | (1) | | | | |
Other (income) expense | 5 | | | 4 | | | 10 | | | 21 | | | | |
(Benefit) provision for income taxes | 2 | | | 1 | | | 16 | | | 21 | | | | |
Stock-based compensation expense | 36 | | | 31 | | | 156 | | | 131 | | | | |
Adjusted EBITDA(c)(d) | $ | 1,090 | | | $ | 984 | | | $ | 4,340 | | | $ | 3,816 | | | | |
Reconciliation of Current Outlook for Adjusted EBITDA: | | | | | | | | | | | | | | | |
| | | Full Year 2023 |
(in millions) | | | Outlook(f) |
Income (loss) from continuing operations | | | | | $1,596 | to | $1,676 |
Adjustments to increase (decrease) income (loss) from continuing operations: | | | | | | | |
Asset write-down charges | | | | | $26 | to | $36 |
Acquisition and integration costs | | | | | $0 | to | $8 |
Depreciation, amortization and accretion | | | | | $1,712 | to | $1,807 |
Amortization of prepaid lease purchase price adjustments | | | | | $15 | to | $17 |
Interest expense and amortization of deferred financing costs(e) | | | | | $814 | to | $859 |
(Gains) losses on retirement of long-term obligations | | | | | $0 | to | $0 |
Interest income | | | | | $(4) | to | $(3) |
Other (income) expense | | | | | $2 | to | $7 |
(Benefit) provision for income taxes | | | | | $16 | to | $24 |
Stock-based compensation expense | | | | | $165 | to | $169 |
Adjusted EBITDA(c)(d) | | | | | $4,449 | to | $4,494 |
(a)Does not reflect the impact related to the ATO Settlement (as defined in the April 2021 8-K), which is attributable to discontinued operations in the first quarter of 2021 as discussed in the April 2021 8-K.
(b)See reconciliation of "Components of Interest Expense" for a discussion of non-cash interest expense.
(c)See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for a discussion of our definition of Adjusted EBITDA.
(d)The above reconciliation excludes line items included in our definition which are not applicable for the periods shown.
(e)See reconciliation of "Outlook for Components of Interest Expense" for a discussion of non-cash interest expense.
(f)As issued on January 25, 2023 and unchanged from the previous full year 2023 Outlook issued on October 19, 2022.
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News Release continued: | | Page 10 |
Reconciliation of Historical FFO and AFFO:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended | | For the Twelve Months Ended | | | |
(in millions, except per share amounts) | December 31, 2022 | | December 31, 2021 | | December 31, 2022 | | December 31, 2021 | | | |
Income (loss) from continuing operations | $ | 413 | | | $ | 353 | | | $ | 1,675 | | | $ | 1,158 | | (a) | | |
Real estate related depreciation, amortization and accretion | 417 | | | 402 | | | 1,653 | | | 1,593 | | | | |
Asset write-down charges | 8 | | | 12 | | | 34 | | | 21 | | | | |
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FFO(b)(c) | $ | 838 | | | $ | 767 | | | $ | 3,362 | | | $ | 2,772 | | | | |
Weighted-average common shares outstanding—diluted | 434 | | | 434 | | | 434 | | | 434 | | | | |
FFO per share(b)(c) | $ | 1.93 | | | $ | 1.77 | | | $ | 7.75 | | | $ | 6.39 | | | | |
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FFO (from above) | $ | 838 | | | $ | 767 | | | $ | 3,362 | | | $ | 2,772 | | | | |
Adjustments to increase (decrease) FFO: | | | | | | | | | | |
Straight-lined revenues | (85) | | | (38) | | | (410) | | | (111) | | | | |
Straight-lined expenses | 18 | | | 18 | | | 73 | | | 76 | | | | |
Stock-based compensation expense | 36 | | | 31 | | | 156 | | | 131 | | | | |
Non-cash portion of tax provision | 2 | | | (1) | | | 6 | | | 1 | | | | |
Non-real estate related depreciation, amortization and accretion | 14 | | | 13 | | | 54 | | | 51 | | | | |
Amortization of non-cash interest expense | 3 | | | 4 | | | 14 | | | 13 | | | | |
Other (income) expense | 5 | | | 4 | | | 10 | | | 21 | | | | |
(Gains) losses on retirement of long-term obligations | — | | | — | | | 28 | | | 145 | | | | |
Acquisition and integration costs | 1 | | | — | | | 2 | | | 1 | | | | |
Sustaining capital expenditures | (30) | | | (30) | | | (95) | | | (87) | | | | |
AFFO(b)(c) | $ | 802 | | | $ | 768 | | | $ | 3,200 | | | $ | 3,013 | | | | |
Weighted-average common shares outstanding—diluted | 434 | | | 434 | | | 434 | | | 434 | | | | |
AFFO per share(b)(c) | $ | 1.85 | | | $ | 1.77 | | | $ | 7.38 | | | $ | 6.95 | | | | |
(a)Does not reflect the impact related to the ATO Settlement (as defined in the April 2021 8-K), which is attributable to discontinued operations in the first quarter of 2021 as discussed in the April 2021 8-K.
(b)See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for a discussion of our definitions of FFO and AFFO, including per share amounts.
(c)The above reconciliation excludes line items included in our definition which are not applicable for the periods shown.
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News Release continued: | | Page 11 |
Reconciliation of Current Outlook for FFO and AFFO:
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| | | Full Year 2023 |
(in millions, except per share amounts) | | | Outlook(a) |
Income (loss) from continuing operations | | | | | $1,596 | to | $1,676 |
Real estate related depreciation, amortization and accretion | | | | | $1,666 | to | $1,746 |
Asset write-down charges | | | | | $26 | to | $36 |
FFO(b)(c) | | | | | $3,350 | to | $3,395 |
Weighted-average common shares outstanding—diluted(d) | | | 435 |
FFO per share(b)(c)(d) | | | | | $7.70 | to | $7.80 |
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FFO (from above) | | | | | $3,350 | to | $3,395 |
Adjustments to increase (decrease) FFO: | | | | | | | |
Straight-lined revenues | | | | | $(284) | to | $(264) |
Straight-lined expenses | | | | | $61 | to | $81 |
Stock-based compensation expense | | | | | $165 | to | $169 |
Non-cash portion of tax provision | | | | | $0 | to | $8 |
Non-real estate related depreciation, amortization and accretion | | | | | $47 | to | $62 |
Amortization of non-cash interest expense | | | | | $7 | to | $17 |
Other (income) expense | | | | | $2 | to | $7 |
(Gains) losses on retirement of long-term obligations | | | | | $0 | to | $0 |
Acquisition and integration costs | | | | | $0 | to | $8 |
Sustaining capital expenditures | | | | | $(103) | to | $(83) |
AFFO(b)(c) | | | | | $3,296 | to | $3,341 |
Weighted-average common shares outstanding—diluted(d) | | | 435 |
AFFO per share(b)(c)(d) | | | | | $7.58 | to | $7.68 |
(a)As issued on January 25, 2023 and unchanged from the previous full year 2023 Outlook issued on October 19, 2022.
(b)See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for a discussion of our definitions of FFO and AFFO, including per share amounts.
(c)The above reconciliation excludes line items included in our definition which are not applicable for the periods shown.
(d)The assumption for diluted weighted-average common shares outstanding for full year 2023 Outlook is based on the diluted common shares outstanding as of December 31, 2022.
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| | | | | | | | |
News Release continued: | | Page 12 |
Components of Changes in Site Rental Revenues for the Quarters Ended December 31, 2022 and 2021:
| | | | | | | | | | | |
| Three Months Ended December 31, |
(dollars in millions) | 2022 | | 2021 |
Components of changes in site rental revenues: | | | |
Prior year site rental billings(a) | $ | 1,290 | | | $ | 1,224 | |
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Core leasing activity(a) | 73 | | | 85 | |
Escalators | 27 | | | 24 | |
Non-renewals(a) | (43) | | | (43) | |
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Organic Contribution to Site Rental Billings(a) | 57 | | | 66 | |
Straight-lined revenues | 85 | | | 38 | |
Amortization of prepaid rent | 145 | | | 146 | |
Acquisitions(b) | 1 | | | — | |
Other | — | | | — | |
Total site rental revenues | $ | 1,578 | | | $ | 1,474 | |
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Year-over-year changes in revenues: | | | |
Site rental revenues | 7.1 | % | | 9.0 | % |
Changes in revenues as a percentage of prior year site rental billings: | | | |
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Organic Contribution to Site Rental Billings(a) | 4.3 | % | | 5.4 | % |
(a)See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for our definitions of site rental billings, core leasing activity, non-renewals and Organic Contribution to Site Rental Billings.
(b)Represents the contribution from recent acquisitions. The financial impact of recent acquisitions is excluded from Organic Contribution to Site Rental Billings until the one-year anniversary of such acquisitions.
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| | | | | | | | |
News Release continued: | | Page 13 |
Components of Changes in Site Rental Revenues for Full Year 2022 Actual and Current Outlook for Full Year 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
(dollars in millions) | | | Full Year 2022 | | Current Full Year 2023 Outlook(a) |
Components of changes in site rental revenues: | | | | | |
Prior year site rental billings(b) | | | $5,048 | | $5,310 |
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Core leasing activity(b) | | | | | $321 | | $285 | to | $315 |
Escalators | | | | | $103 | | $90 | to | $100 |
Non-renewals(b) | | | | | $(166) | | $(180) | to | $(160) |
Organic Contribution to Site Rental Billings adjusted for impact of Sprint Cancellations(b)(c) | | | | | $258 | | $210 | to | $240 |
Payments for Sprint Cancellations(c) | | | | | — | | $160 | to | $170 |
Non-renewals associated with Sprint Cancellations(c) | | | | | — | | $(30) | to | $(30) |
Organic Contribution to Site Rental Billings(b) | | | | | $258 | | $340 | to | $380 |
Straight-lined revenues | | | | | $410 | | $264 | to | $284 |
Amortization of prepaid rent | | | | | $569 | | $570 | to | $580 |
Acquisitions(d) | | | | | $4 | | — |
Other | | | — | | — |
Total site rental revenues | | | | | $6,289 | | $6,488 | to | $6,533 |
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Year-over-year changes in revenues:(e) | | | | | |
Site rental revenues | | | 10.0% | | 3.5% |
Changes in revenues as a percentage of prior year site rental billings: | | | | | | | |
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Organic Contribution to Site Rental Billings adjusted for impact of Sprint Cancellations(b)(c) | | | | | 5.1% | | 4.2% |
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Organic Contribution to Site Rental Billings(b) | | | 5.1% | | 6.8% |
(a)As issued on January 25, 2023 and unchanged from the previous full year 2023 Outlook issued on October 19, 2022.
(b)See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for our definitions of site rental billings, core leasing activity, non-renewals, Organic Contribution to Site Rental Billings adjusted for impact of Sprint Cancellations and Organic Contribution to Site Rental Billings.
(c)For payments for Sprint Cancellations, the full year 2023 Outlook reflects $70 million and $95 million that relate to fiber solutions and small cells, respectively. For non-renewals associated with Sprint Cancellations, the full year 2023 Outlook reflects $10 million and $20 million that relate to the fiber solutions and small cells, respectively.
(d)Represents the contribution from recent acquisitions. The financial impact of recent acquisitions is excluded from Organic Contribution to Site Rental Billings until the one-year anniversary of such acquisitions.
(e)Calculated based on midpoint of respective full year Outlook, where applicable.
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News Release continued: | | Page 14 |
Components of Capital Expenditures:(a)
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| For the Three Months Ended |
(in millions) | December 31, 2022 | | December 31, 2021 |
| Towers | Fiber | Other | Total | | Towers | Fiber | Other | Total |
Discretionary capital expenditures: | | | | | | | | | |
Communications infrastructure improvements and other capital projects | $ | 29 | | $ | 307 | | $ | 7 | | $ | 343 | | | $ | 34 | | $ | 239 | | $ | 13 | | $ | 286 | |
Purchases of land interests | 16 | | — | | — | | 16 | | | 19 | | 2 | | — | | 21 | |
Sustaining capital expenditures | 3 | | 6 | | 21 | | 30 | | | 8 | | 14 | | 8 | | 30 | |
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Total capital expenditures | $ | 48 | | $ | 313 | | $ | 28 | | $ | 389 | | | $ | 61 | | $ | 255 | | $ | 21 | | $ | 337 | |
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| For the Twelve Months Ended |
(in millions) | December 31, 2022 | | December 31, 2021 |
| Towers | Fiber | Other | Total | | Towers | Fiber | Other | Total |
Discretionary capital expenditures: | | | | | | | | | |
Communications infrastructure improvements and other capital projects | $ | 121 | | $ | 1,017 | | $ | 24 | | $ | 1,162 | | | $ | 138 | | $ | 905 | | $ | 33 | | $ | 1,076 | |
Purchases of land interests | 53 | | — | | — | | 53 | | | 64 | | 2 | | — | | 66 | |
Sustaining capital expenditures | 11 | | 41 | | 43 | | 95 | | | 19 | | 49 | | 19 | | 87 | |
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Total capital expenditures | $ | 185 | | $ | 1,058 | | $ | 67 | | $ | 1,310 | | | $ | 221 | | $ | 956 | | $ | 52 | | $ | 1,229 | |
Components of Interest Expense:
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| For the Three Months Ended |
(in millions) | December 31, 2022 | | December 31, 2021 |
Interest expense on debt obligations | $ | 189 | | | $ | 160 | |
Amortization of deferred financing costs and adjustments on long-term debt | 6 | | | 6 | |
Capitalized interest | (3) | | | (2) | |
Interest expense and amortization of deferred financing costs | $ | 192 | | | $ | 164 | |
Outlook for Components of Interest Expense:
| | | | | | | | | | | | | | | |
(in millions) | | | Full Year 2023 Outlook(b) |
Interest expense on debt obligations | | | | | $804 | to | $844 |
Amortization of deferred financing costs and adjustments on long-term debt | | | | | $20 | to | $30 |
Capitalized interest | | | | | $(18) | to | $(8) |
Interest expense and amortization of deferred financing costs | | | | | $814 | to | $859 |
(a)See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for our definitions of discretionary capital expenditures and sustaining capital expenditures.
(b)As issued on January 25, 2023 and unchanged from the previous full year 2023 Outlook issued on October 19, 2022.
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News Release continued: | | Page 15 |
Debt Balances and Maturity Dates as of December 31, 2022:
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(in millions) | Face Value | | Final Maturity |
Cash, cash equivalents and restricted cash | $ | 327 | | | |
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Senior Secured Notes, Series 2009-1, Class A-2(a) | 47 | | | Aug. 2029 |
Senior Secured Tower Revenue Notes, Series 2015-2(b) | 700 | | | May 2045 |
Senior Secured Tower Revenue Notes, Series 2018-2(b) | 750 | | | July 2048 |
Finance leases and other obligations | 246 | | | Various |
Total secured debt | $ | 1,743 | | | |
2016 Revolver(c) | 1,305 | | | July 2027 |
2016 Term Loan A | 1,192 | | | July 2027 |
Commercial Paper Notes(d) | 1,241 | | | Various |
3.150% Senior Notes | 750 | | | July 2023 |
3.200% Senior Notes | 750 | | | Sept. 2024 |
1.350% Senior Notes | 500 | | | July 2025 |
4.450% Senior Notes | 900 | | | Feb. 2026 |
3.700% Senior Notes | 750 | | | June 2026 |
1.050% Senior Notes | 1,000 | | | July 2026 |
2.900% Senior Notes | 750 | | | Mar. 2027 |
4.000% Senior Notes | 500 | | | Mar. 2027 |
3.650% Senior Notes | 1,000 | | | Sept. 2027 |
3.800% Senior Notes | 1,000 | | | Feb. 2028 |
4.300% Senior Notes | 600 | | | Feb. 2029 |
3.100% Senior Notes | 550 | | | Nov. 2029 |
3.300% Senior Notes | 750 | | | July 2030 |
2.250% Senior Notes | 1,100 | | | Jan. 2031 |
2.100% Senior Notes | 1,000 | | | Apr. 2031 |
2.500% Senior Notes | 750 | | | July 2031 |
2.900% Senior Notes | 1,250 | | | Apr. 2041 |
4.750% Senior Notes | 350 | | | May 2047 |
5.200% Senior Notes | 400 | | | Feb. 2049 |
4.000% Senior Notes | 350 | | | Nov. 2049 |
4.150% Senior Notes | 500 | | | July 2050 |
3.250% Senior Notes | 900 | | | Jan. 2051 |
Total unsecured debt | $ | 20,138 | | | |
Net Debt(e) | $ | 21,554 | | | |
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(a)The Senior Secured Notes, 2009-1, Class A-2 principal amortizes over a period ending in August 2029.
(b)If the respective series of Tower Revenue Notes are not paid in full on or prior to an applicable anticipated repayment date, 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 additional interest (of an additional approximately 5% per annum) will accrue on the respective series. The Senior Secured Tower Revenue Notes, 2015-2 and 2018-2 have anticipated repayment dates in 2025 and 2028, respectively. Notes are prepayable at par if voluntarily repaid within eighteen months of maturity; earlier prepayment may require additional consideration.
(c)As of December 31, 2022, the undrawn availability under the $7.0 billion 2016 Revolver was $5.7 billion.
(d)As of December 31, 2022, the Company had $0.8 billion available for issuance under the $2.0 billion unsecured commercial paper program. The maturities of the Commercial Paper Notes, when outstanding, may vary but may not exceed 397 days from the date of issue.
(e)See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for further information on, and our definition and calculation of, Net Debt.
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News Release continued: | | Page 16 |
Cautionary Language Regarding Forward-Looking Statements
This news release contains forward-looking statements and information that are based on our management's current expectations as of the date of this news release. Statements that are not historical facts are hereby identified as forward-looking statements. In addition, words such as "estimate," "see," "anticipate," "project," "plan," "intend," "believe," "expect," "likely," "predicted," "positioned," "continue," "target," "focus," and any variations of these words and similar expressions are intended to identify forward-looking statements. Such statements include our full year 2023 Outlook and plans, projections, and estimates regarding (1) potential benefits, growth, returns, capabilities, opportunities and shareholder value which may be derived from our business (including our Fiber business), strategy, risk profile, assets and customer solutions, investments, acquisitions and dividends, (2) our business, strategy, strategic position, business model and capabilities and the strength thereof, (3) 5G deployment in the United States and the demand for our assets and solutions created by such deployment, (4) our long- and near-term prospects and challenges, and the trends, events and industry activities affecting our business, including the impact on our business therefrom, (5) opportunities we see to deliver value to our shareholders, (6) our dividends (including timing of payment thereof), dividend targets, dividend payout ratio, and our long- and short-term dividend (including on a per share basis) growth rate (including compound annual growth rate), and its driving factors, (7) our debt and debt maturities, (8) cash flows, including growth thereof, and its driving factors (9) the leasing activity, including core leasing activity, we see in our business, and the benefits and opportunities created thereby and the impacts therefrom, (10) tenant non-renewals and cancellations, including the impact and timing thereof, (11) capital expenditures, including sustaining and discretionary capital expenditures, the timing and funding thereof and any benefits that may result therefrom, (12) revenues and growth thereof (including with respect to our Towers business) and benefits derived therefrom, (13) income (loss) from continuing operations (including on a per share basis), (14) Adjusted EBITDA, including components thereof and growth thereof, (15) costs and expenses, including interest expense and its components (including the increase thereof) and amortization of deferred financing costs, (16) FFO (including on a per share basis) and growth thereof, (17) AFFO (including on a per share basis) and its components and growth thereof and corresponding driving factors, (18) Organic Contribution to Site Rental Billings (including as adjusted for impact of Sprint Cancellations) and its components, including growth thereof and contributions therefrom, (19) our weighted-average common shares outstanding (including on a diluted basis) and growth thereof, (20) site rental revenues and its components, including the growth thereof, (21) annual small cell node deployment, including timing, driving factors and the impacts therefrom, (22) prepaid rent, including the additions and the amortization and growth thereof, (23) the growth in data demand in the United States, (24) investment opportunities and the benefits that may be derived therefrom, (25) interest rates, including the increase thereof, and the impacts therefrom, (26) services contribution, (27) the impact of Sprint Cancellations and the rationalization of Sprint's legacy network, (28) site rental costs of operations, (29) segment services and other gross margin, including components thereof, (30) the strength of our balance sheet, (31) our liquidity position and (32) 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 are subject to certain risks, uncertainties and assumptions, including prevailing market conditions and the following:
•Our business depends on the demand for our communications infrastructure, driven primarily by demand for data, and we may be adversely affected by any slowdown in such demand. Additionally, a reduction in the amount or change in the mix of network investment by our tenants may materially and adversely affect our business (including reducing demand for our communications infrastructure or services).
•A substantial portion of our revenues is derived from a small number of tenants, and the loss, consolidation or financial instability of any of such tenants may materially decrease revenues or reduce demand for our communications infrastructure and services.
•The expansion or development of our business, including through acquisitions, increased product offerings or other strategic growth opportunities, may cause disruptions in our business, which may have an adverse effect on our business, operations or financial results.
•Our Fiber segment has expanded rapidly, and the Fiber business model contains certain differences from our Towers business model, resulting in different operational risks. If we do not successfully operate our Fiber business model or identify or manage the related operational risks, such operations may produce results that are lower than anticipated.
•Failure to timely, efficiently and safely execute on our construction projects could adversely affect our business.
•New technologies may reduce demand for our communications infrastructure or negatively impact our revenues.
•If we fail to retain rights to our communications infrastructure, including the rights to land under our towers and the right-of-way and other agreements related to our small cells and fiber, our business may be adversely affected.
•Our services business has historically experienced significant volatility in demand, which reduces the predictability of our results.
•If radio frequency emissions from wireless handsets or equipment on our communications infrastructure are demonstrated to cause negative health effects, potential future claims could adversely affect our operations, costs or revenues.
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| | | | | | | | |
News Release continued: | | Page 17 |
•Cybersecurity breaches or other information technology disruptions could adversely affect our operations, business and reputation.
•Our business may be adversely impacted by climate-related events, natural disasters, including wildfires, and other unforeseen events.
•The impact of COVID-19 and related risks could materially affect our financial position, results of operations and cash flows.
•As a result of competition in our industry, we may find it more difficult to negotiate favorable rates on our new or renewing tenant contracts.
•New wireless technologies may not deploy or be adopted by tenants as rapidly or in the manner projected.
•Our substantial level of indebtedness could adversely affect our ability to react to changes in our business, and the terms of our debt instruments limit our ability to take a number of actions that our management might otherwise believe to be in our best interests. In addition, if we fail to comply with our covenants, our debt could be accelerated.
•We have a substantial amount of indebtedness. In the event we do not repay or refinance such indebtedness, we could face substantial liquidity issues and might be required to issue equity securities or securities convertible into equity securities, or sell some of our assets to meet our debt payment obligations.
•Sales or issuances of a substantial number of shares of our common stock or securities convertible into shares of our common stock may adversely affect the market price of our common stock.
•Certain provisions of our restated certificate of incorporation, amended and restated by-laws and operative agreements, and domestic and international competition laws may make it more difficult for a third party to acquire control of us or for us to acquire control of a third party, even if such a change in control would be beneficial to our stockholders.
•If we fail to comply with laws or regulations which regulate our business and which may change at any time, we may be fined or even lose our right to conduct some of our business.
•Future dividend payments to our stockholders will reduce the availability of our cash on hand available to fund future discretionary investments, and may result in a need to incur indebtedness or issue equity securities to fund growth opportunities. In such event, the then current economic, credit market or equity market conditions will impact the availability or cost of such financing, which may hinder our ability to grow our per share results of operations.
•Remaining qualified to be taxed as a REIT involves highly technical and complex provisions of the U.S. Internal Revenue Code. Failure to remain qualified as a REIT would result in our inability to deduct dividends to stockholders when computing our taxable income, which would reduce our available cash.
•Complying with REIT requirements, including the 90% distribution requirement, may limit our flexibility or cause us to forgo otherwise attractive opportunities, including certain discretionary investments and potential financing alternatives.
•REIT related ownership limitations and transfer restrictions may prevent or restrict certain transfers of our capital stock.
Should one or more of these or other risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risk factors which could affect our results is included in our filings with the SEC. 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.
As used in this release, the term "including," and any variation thereof, means "including without limitation."
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News Release continued: | | Page 18 |
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| CROWN CASTLE INC. CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) (Amounts in millions, except par values) |
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| December 31, 2022 | | December 31, 2021 |
ASSETS | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 156 | | | $ | 292 | |
Restricted cash | 166 | | | 169 | |
Receivables, net | 593 | | | 543 | |
Prepaid expenses | 102 | | | 105 | |
Deferred site rental receivables | 127 | | | 92 | |
Other current assets | 73 | | | 53 | |
Total current assets | 1,217 | | | 1,254 | |
Deferred site rental receivables | 1,954 | | | 1,588 | |
Property and equipment, net | 15,407 | | | 15,269 | |
Operating lease right-of-use assets | 6,526 | | | 6,682 | |
Goodwill | 10,085 | | | 10,078 | |
Site rental contracts and tenant relationships | 3,535 | | | 3,982 | |
Other intangible assets, net | 61 | | | 64 | |
Other assets, net | 136 | | | 123 | |
Total assets | $ | 38,921 | | | $ | 39,040 | |
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LIABILITIES AND EQUITY | | | |
Current liabilities: | | | |
Accounts payable | $ | 236 | | | $ | 246 | |
Accrued interest | 183 | | | 182 | |
Deferred revenues | 736 | | | 776 | |
Other accrued liabilities | 407 | | | 401 | |
Current maturities of debt and other obligations | 819 | | | 72 | |
Current portion of operating lease liabilities | 350 | | | 349 | |
Total current liabilities | 2,731 | | | 2,026 | |
Debt and other long-term obligations | 20,910 | | | 20,557 | |
Operating lease liabilities | 5,881 | | | 6,031 | |
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Other long-term liabilities | 1,950 | | | 2,168 | |
Total liabilities | 31,472 | | | 30,782 | |
Commitments and contingencies | | | |
Stockholders' equity: | | | |
Common stock, $0.01 par value; 1,200 shares authorized; shares issued and outstanding: December 31, 2022—433 and December 31, 2021—432 | 4 | | | 4 | |
Additional paid-in capital | 18,116 | | | 18,011 | |
Accumulated other comprehensive income (loss) | (5) | | | (4) | |
Dividends/distributions in excess of earnings | (10,666) | | | (9,753) | |
Total equity | 7,449 | | | 8,258 | |
Total liabilities and equity | $ | 38,921 | | | $ | 39,040 | |
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CrownCastle.com
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News Release continued: | | Page 19 |
| | | | | |
| CROWN CASTLE INC. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) (Amounts in millions, except per share amounts) |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Twelve Months Ended December 31, |
| 2022 | | 2021 | | 2022 | | 2021 |
Net revenues: | | | | | | | |
Site rental | $ | 1,578 | | | $ | 1,474 | | | $ | 6,289 | | | $ | 5,719 | |
Services and other | 186 | | | 180 | | | 697 | | | 621 | |
Net revenues | 1,764 | | | 1,654 | | | 6,986 | | | 6,340 | |
Operating expenses: | | | | | | | |
Costs of operations:(a) | | | | | | | |
Site rental | 400 | | | 387 | | | 1,602 | | | 1,554 | |
Services and other | 122 | | | 138 | | | 466 | | | 439 | |
Selling, general and administrative | 192 | | | 180 | | | 750 | | | 680 | |
Asset write-down charges | 8 | | | 12 | | | 34 | | | 21 | |
Acquisition and integration costs | 1 | | | — | | | 2 | | | 1 | |
Depreciation, amortization and accretion | 431 | | | 415 | | | 1,707 | | | 1,644 | |
Total operating expenses | 1,154 | | | 1,132 | | | 4,561 | | | 4,339 | |
| | | | | | | |
Operating income (loss) | 610 | | | 522 | | | 2,425 | | | 2,001 | |
Interest expense and amortization of deferred financing costs | (192) | | | (164) | | | (699) | | | (657) | |
Gains (losses) on retirement of long-term obligations | — | | | — | | | (28) | | | (145) | |
Interest income | 2 | | | — | | | 3 | | | 1 | |
Other income (expense) | (5) | | | (4) | | | (10) | | | (21) | |
Income (loss) before income taxes | 415 | | | 354 | | | 1,691 | | | 1,179 | |
Benefit (provision) for income taxes | (2) | | | (1) | | | (16) | | | (21) | |
Income (loss) from continuing operations | 413 | | | 353 | | | 1,675 | | | 1,158 | |
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) | $ | 413 | | | $ | 353 | | | $ | 1,675 | | | $ | 1,096 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net income (loss), per common share: | | | | | | | |
Income (loss) from continuing operations, basic | $ | 0.95 | | | $ | 0.82 | | | $ | 3.87 | | | $ | 2.68 | |
Income (loss) from discontinued operations, basic | — | | | — | | | — | | | (0.14) | |
Net income (loss), basic | $ | 0.95 | | | $ | 0.82 | | | $ | 3.87 | | | $ | 2.54 | |
Income (loss) from continuing operations, diluted | $ | 0.95 | | | $ | 0.81 | | | $ | 3.86 | | | $ | 2.67 | |
Income (loss) from discontinued operations, diluted | — | | | — | | | — | | | (0.14) | |
Net income (loss), diluted | $ | 0.95 | | | $ | 0.81 | | | $ | 3.86 | | | $ | 2.53 | |
| | | | | | | |
Weighted-average common shares outstanding: | | | | | | | |
Basic | 433 | | | 432 | | | 433 | | | 432 | |
Diluted | 434 | | | 434 | | | 434 | | | 434 | |
(a)Exclusive of depreciation, amortization and accretion shown separately.
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CrownCastle.com
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News Release continued: | | Page 20 |
| | | | | |
| CROWN CASTLE INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (In millions of dollars) |
| | | | | | | | | | | |
| Twelve Months Ended December 31, |
| 2022 | | 2021 |
Cash flows from operating activities: | | | |
Income (loss) from continuing operations | $ | 1,675 | | | $ | 1,158 | |
Adjustments to reconcile income (loss) from continuing operations to net cash provided by (used for) operating activities: | | | |
Depreciation, amortization and accretion | 1,707 | | | 1,644 | |
(Gains) losses on retirement of long-term obligations | 28 | | | 145 | |
| | | |
Amortization of deferred financing costs and other non-cash interest, net | 17 | | | 13 | |
Stock-based compensation expense | 156 | | | 129 | |
Asset write-down charges | 34 | | | 21 | |
Deferred income tax (benefit) provision | 3 | | | 4 | |
Other non-cash adjustments, net | 5 | | | 21 | |
Changes in assets and liabilities, excluding the effects of acquisitions: | | | |
Increase (decrease) in liabilities | (286) | | | (120) | |
Decrease (increase) in assets | (461) | | | (226) | |
Net cash provided by (used for) operating activities | 2,878 | | | 2,789 | |
Cash flows from investing activities: | | | |
Capital expenditures | (1,310) | | | (1,229) | |
Payments for acquisitions, net of cash acquired | (35) | | | (111) | |
| | | |
Other investing activities, net | (7) | | | 8 | |
Net cash provided by (used for) investing activities | (1,352) | | | (1,332) | |
Cash flows from financing activities: | | | |
Proceeds from issuance of long-term debt | 748 | | | 3,985 | |
Principal payments on debt and other long-term obligations | (74) | | | (1,076) | |
Purchases and redemptions of long-term debt | (1,274) | | | (2,089) | |
Borrowings under revolving credit facility | 3,495 | | | 1,245 | |
Payments under revolving credit facility | (2,855) | | | (870) | |
Net borrowings (repayments) under commercial paper program | 976 | | | (20) | |
Payments for financing costs | (14) | | | (42) | |
| | | |
| | | |
Purchases of common stock | (65) | | | (70) | |
Dividends/distributions paid on common stock | (2,602) | | | (2,373) | |
| | | |
Net cash provided by (used for) financing activities | (1,665) | | | (1,310) | |
Net increase (decrease) in cash, cash equivalents, and restricted cash - continuing operations | (139) | | | 147 | |
| | | |
| | | |
| | | |
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 on cash | — | | | — | |
Cash, cash equivalents, and restricted cash at beginning of period | 466 | | | 381 | |
Cash, cash equivalents, and restricted cash at end of period | $ | 327 | | | $ | 466 | |
Supplemental disclosure of cash flow information: | | | |
Interest paid | 684 | | | 661 | |
Income taxes paid | 10 | | | 20 | |
The pathway to possible.
CrownCastle.com
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News Release continued: | | Page 21 |
| | | | | |
| CROWN CASTLE INC. SEGMENT OPERATING RESULTS (UNAUDITED) (In millions of dollars) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SEGMENT OPERATING RESULTS |
| Three Months Ended December 31, 2022 | | Three Months Ended December 31, 2021 |
| Towers | | Fiber | | Other | | Consolidated Total | | Towers | | Fiber | | Other | | Consolidated Total |
Segment site rental revenues | $ | 1,086 | | | $ | 492 | | | | | $ | 1,578 | | | $ | 985 | | | $ | 489 | | | | | $ | 1,474 | |
Segment services and other revenues | 183 | | | 3 | | | | | 186 | | | 174 | | | 6 | | | | | 180 | |
Segment revenues | 1,269 | | | 495 | | | | | 1,764 | | | 1,159 | | | 495 | | | | | 1,654 | |
Segment site rental costs of operations | 230 | | | 161 | | | | | 391 | | | 231 | | | 148 | | | | | 379 | |
Segment services and other costs of operations | 117 | | | 2 | | | | | 119 | | | 130 | | | 6 | | | | | 136 | |
Segment costs of operations(a)(b) | 347 | | | 163 | | | | | 510 | | | 361 | | | 154 | | | | | 515 | |
Segment site rental gross margin(c) | 856 | | | 331 | | | | | 1,187 | | | 754 | | | 341 | | | | | 1,095 | |
Segment services and other gross margin(c) | 66 | | | 1 | | | | | 67 | | | 44 | | | — | | | | | 44 | |
Segment selling, general and administrative expenses(b) | 30 | | | 50 | | | | | 80 | | | 29 | | | 41 | | | | | 70 | |
| | | | | | | | | | | | | | | |
Segment operating profit(c) | 892 | | | 282 | | | | | 1,174 | | | 769 | | | 300 | | | | | 1,069 | |
Other selling, general and administrative expenses(b) | | | | | $ | 84 | | | 84 | | | | | | | $ | 85 | | | 85 | |
Stock-based compensation expense | | | | | 36 | | | 36 | | | | | | | 31 | | | 31 | |
Depreciation, amortization and accretion | | | | | 431 | | | 431 | | | | | | | 415 | | | 415 | |
Interest expense and amortization of deferred financing costs | | | | | 192 | | | 192 | | | | | | | 164 | | | 164 | |
Other (income) expenses to reconcile to income (loss) before income taxes(d) | | | | | 16 | | | 16 | | | | | | | 20 | | | 20 | |
Income (loss) before income taxes | | | | | | | $ | 415 | | | | | | | | | $ | 354 | |
(a)Exclusive of depreciation, amortization and accretion shown separately.
(b)Segment costs of operations exclude (1) stock-based compensation expense of $8 million and $6 million for the three months ended December 31, 2022 and 2021, respectively, and (2) prepaid lease purchase price adjustments of $4 million for each of the three months ended December 31, 2022 and 2021. Segment selling, general and administrative expenses and other selling, general and administrative expenses exclude stock-based compensation expense of $28 million and $25 million for the three months ended December 31, 2022 and 2021, respectively.
(c)See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for a discussion of our definitions of segment site rental gross margin, segment services and other gross margin and segment operating profit.
(d)See condensed consolidated statement of operations for further information.
The pathway to possible.
CrownCastle.com
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News Release continued: | | Page 22 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SEGMENT OPERATING RESULTS |
| Twelve Months Ended December 31, 2022 | | Twelve Months Ended December 31, 2021 |
| Towers | | Fiber | | Other | | Consolidated Total | | Towers | | Fiber | | Other | | Consolidated Total |
Segment site rental revenues | $ | 4,322 | | | $ | 1,967 | | | | | $ | 6,289 | | | $ | 3,804 | | | $ | 1,915 | | | | | $ | 5,719 | |
Segment services and other revenues | 685 | | | 12 | | | | | 697 | | | 601 | | | 20 | | | | | 621 | |
Segment revenues | 5,007 | | | 1,979 | | | | | 6,986 | | | 4,405 | | | 1,935 | | | | | 6,340 | |
Segment site rental costs of operations | 918 | | | 650 | | | | | 1,568 | | | 889 | | | 633 | | | | | 1,522 | |
Segment services and other costs of operations | 447 | | | 9 | | | | | 456 | | | 414 | | | 17 | | | | | 431 | |
Segment costs of operations(a)(b) | 1,365 | | | 659 | | | | | 2,024 | | | 1,303 | | | 650 | | | | | 1,953 | |
Segment site rental gross margin(c) | 3,404 | | | 1,317 | | | | | 4,721 | | | 2,915 | | | 1,282 | | | | | 4,197 | |
Segment services and other gross margin(c) | 238 | | | 3 | | | | | 241 | | | 187 | | | 3 | | | | | 190 | |
Segment selling, general and administrative expenses(b) | 115 | | | 190 | | | | | 305 | | | 107 | | | 174 | | | | | 281 | |
Segment operating profit(c) | 3,527 | | | 1,130 | | | | | 4,657 | | | 2,995 | | | 1,111 | | | | | 4,106 | |
Other selling, general and administrative expenses(b) | | | | | $ | 317 | | | 317 | | | | | | | $ | 290 | | | 290 | |
Stock-based compensation expense | | | | | 156 | | | 156 | | | | | | | 131 | | | 131 | |
Depreciation, amortization and accretion | | | | | 1,707 | | | 1,707 | | | | | | | 1,644 | | | 1,644 | |
Interest expense and amortization of deferred financing costs | | | | | 699 | | | 699 | | | | | | | 657 | | | 657 | |
Other (income) expenses to reconcile to income (loss) before income taxes(d) | | | | | 87 | | | 87 | | | | | | | 205 | | | 205 | |
Income (loss) before income taxes | | | | | | | $ | 1,691 | | | | | | | | | $ | 1,179 | |
(a)Exclusive of depreciation, amortization and accretion shown separately.
(b)Segment costs of operations exclude (1) stock-based compensation expense of $28 million and $22 million for the twelve months ended December 31, 2022 and 2021, respectively, and (2) prepaid lease purchase price adjustments of $16 million and $18 million for the twelve months ended December 31, 2022 and 2021, respectively. Segment selling, general and administrative expenses and other selling, general and administrative expenses exclude stock-based compensation expense of $128 million and $109 million for the twelve months ended December 31, 2022 and 2021, respectively.
(c)See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for a discussion of our definitions of segment site rental gross margin, segment services and other gross margin and segment operating profit.
(d)See condensed consolidated statement of operations for further information.
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Document
Supplemental Information Package
and Non-GAAP Reconciliations
Fourth Quarter • December 31, 2022
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Crown Castle Inc.
Fourth Quarter 2022
| | | | | |
TABLE OF CONTENTS |
| Page |
Company Overview | |
Company Profile | |
Strategy | |
General Company Information | |
Asset Portfolio Footprint | |
Historical Common Stock Data | |
Annualized Fourth Quarter Dividends Per Share | |
Executive Management Team | |
Board of Directors | |
Research Coverage | |
Outlook | |
Outlook | |
Outlook for Components of Changes in Site Rental Revenues | |
Outlook for Capital Expenditures | |
Outlook for Components of Interest Expense | |
Consolidated Financials | |
Consolidated Summary Financial Highlights | |
Consolidated Components of Changes in Site Rental Revenues | |
Consolidated Summary of Capital Expenditures | |
Consolidated Return on Invested Capital | |
Consolidated Tenant Overview | |
Consolidated Annualized Rental Cash Payments at Time of Renewal | |
Consolidated Projected Revenues from Tenant Contracts | |
Consolidated Projected Expenses from Existing Ground Leases and Fiber Access Agreements | |
Capitalization Overview | |
Capitalization Overview | |
Debt Maturity Overview | |
Liquidity Overview | |
Summary of Maintenance and Financial Covenants | |
Interest Rate Exposure | |
Components of Interest Expense | |
Towers Segment | |
Towers Segment Summary Financial Highlights | |
Towers Segment Components of Changes in Site Rental Revenues | |
Towers Segment Summary of Capital Expenditures | |
Tower Portfolio Highlights | |
Towers Segment Cash Yield on Invested Capital | |
Summary of Tower Portfolio by Vintage | |
Ground Interest Overview | |
Fiber Segment | |
Fiber Segment Summary Financial Highlights | |
Fiber Segment Components of Changes in Site Rental Revenues | |
Fiber Segment Summary of Capital Expenditures | |
Fiber Segment Revenue Detail by Line of Business | |
Fiber Segment Portfolio Highlights | |
Fiber Segment Cash Yield on Invested Capital | |
Fiber Solutions Revenue Mix | |
Appendix of Condensed Consolidated Financial Statements and Non-GAAP Reconciliations | |
Crown Castle Inc.
Fourth Quarter 2022
Cautionary Language Regarding Forward-Looking Statements
This supplemental information package ("Supplement") contains forward-looking statements and information that are based on our management's current expectations as of the date of this Supplement. Statements that are not historical facts are hereby identified as forward-looking statements. Words such as "Outlook," "guide," "forecast," "estimate," "anticipate," "project," "plan," "intend," "believe," "expect," "likely," "predicted," "positioned," and any variations of these words and similar expressions are intended to identify such forward looking statements. Such statements include plans, projections and estimates regarding (1) demand for data and our communications infrastructure, and the potential benefits and growth derived therefrom, (2) cash flow growth and its driving factors, including the potential benefits derived therefrom, (3) tenant additions, (4) our Outlook for full year 2023, (5) our business, product offerings, assets, operating activities, investments and strategy and the potential benefits, returns, growth and stockholder value that may be derived therefrom, (6) strategic position of our assets, (7) revenues from tenant contracts, (8) expenses from existing ground leases and fiber access agreements, (9) the strength of the U.S. market for communications infrastructure ownership, (10) availability under our 2016 Revolver, (11) site rental revenues and its components (including by line of business), including the growth thereof and the changes thereto, (12) our capital expenditures, (13) growth in the Fiber segment and any benefits derived therefrom, (14) our debt and debt maturities, (15) impact from the previously reported small cell and fiber solutions lease cancellations related to the consolidation of the T-Mobile US, Inc. and Sprint network ("Sprint Cancellations"), (16) income (loss) from continuing operations (including on a per share basis), (17) Organic Contribution to Site Rental Billings (including as adjusted for impact of Sprint Cancellations) and its components (18) Adjusted EBITDA, including components thereof, (19) FFO (including on a per share basis), (20) AFFO (including on a per share basis), including components thereof, (21) prepaid rent, including the additions and the amortization thereof, (22) costs and expenses, including interest expense and its components and amortization of deferred financing costs, (23) site rental gross margins, including components thereof, (24) services and other gross margin and (25) the utility of certain financial measures, including non-GAAP financial measures.
Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including, but not limited to, prevailing market conditions. Should one or more of these or other risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. Crown Castle assumes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. More information about potential risk factors which could affect our results is included in our filings with the Securities and Exchange Commission ("SEC"). 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.
This Supplement contains certain figures, projections and calculations based in part on management's underlying assumptions. Management believes these assumptions are reasonable; however, other reasonable assumptions could provide differing outputs.
The components of forward looking financial information presented herein may not sum due to rounding. In addition, the sum of quarterly historical information presented herein may not agree to year to date historical information provided herein due to rounding. Throughout this document, percentage calculations, which are based on non-rounded dollar values, may not be able to be recalculated using the dollar values included in this document due to the rounding of those dollar values.
Condensed consolidated financial statements and definitions and reconciliations of non-GAAP financial measures, segment measures and other calculations are provided in the Appendix to this Supplement.
As used herein, the term "including" and any variation thereof, means "including without limitation." The use of the word "or" herein is not exclusive.
Crown Castle Inc.
Fourth Quarter 2022
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COMPANY OVERVIEW | OUTLOOK | CONSOLIDATED FINANCIALS | CAPITALIZATION OVERVIEW | TOWERS SEGMENT | FIBER SEGMENT | APPENDIX |
Crown Castle Inc., formerly, Crown Castle International Corp., (to which the terms "Crown Castle," "CCI," "we," "our," "the Company" or "us" as used herein refer) owns, operates and leases shared communications infrastructure that is geographically dispersed throughout the U.S., including (1) more than 40,000 towers and other structures, such as rooftops (collectively, "towers"), and (2) approximately 85,000 route miles of fiber primarily supporting small cell networks ("small cells") and fiber solutions. We refer to our towers, fiber and small cell assets collectively as "communications infrastructure," and to our customers on our communications infrastructure as "tenants." Our towers have a significant presence in each of the top 100 basic trading areas, and the majority of our small cells and fiber are located in major metropolitan areas, including a presence within every major U.S. market.
Our operating segments consist of (1) Towers and (2) Fiber, which includes both small cells and fiber solutions. Our core business is providing access, including space or capacity, to our shared communications infrastructure via long-term contracts in various forms, including lease, license, sublease and service agreements (collectively, "tenant contracts"). We seek to increase our site rental revenues by adding more tenants on our shared communications infrastructure, which we expect to result in significant incremental cash flows due to our low incremental operating costs.
We operate as a Real Estate Investment Trust ("REIT") for U.S. federal income tax purposes.
As a leading provider of shared communications infrastructure in the U.S., our strategy is to create long-term stockholder value via a combination of (1) growing cash flows generated from our existing portfolio of communications infrastructure, (2) returning a meaningful portion of our cash generated by operating activities to our common stockholders in the form of dividends and (3) investing capital efficiently to grow cash flows and long-term dividends per share. Our strategy is based, in part, on our belief that the U.S. is the most attractive market for shared communications infrastructure investment with the greatest long-term growth potential. We measure our efforts to create "long-term stockholder value" by the combined payment of dividends to stockholders and growth in our per-share results. The key elements of our strategy are to:
•Grow cash flows from our existing communications infrastructure. We are focused on maximizing the recurring site rental cash flows generated from providing our tenants with long-term access to our shared infrastructure assets, which we believe is the core driver of value for our stockholders. Tenant additions or modifications of existing tenant equipment (collectively, "tenant additions") enable our tenants to expand coverage and capacity in order to meet increasing demand for data, while generating high incremental returns for our business. We believe our product offerings of towers and small cells provide a comprehensive solution to our wireless tenants' growing network needs through our shared communications infrastructure model, which is an efficient and cost-effective way to serve our tenants. Additionally, we believe our ability to share our fiber assets across multiple tenants to deploy both small cells and offer fiber solutions allows us to generate cash flows and increase stockholder return.
•Return cash generated by operating activities to common stockholders in the form of dividends. We believe that distributing a meaningful portion of our cash generated by operating activities appropriately provides common stockholders with increased certainty for a portion of expected long-term stockholder value while still allowing us to retain sufficient flexibility to invest in our business and deliver growth. We believe this decision reflects the translation of the high-quality, long-term contractual cash flows of our business into stable capital returns to common stockholders.
•Invest capital efficiently to grow cash flows and long-term dividends per share. In addition to adding tenants to existing communications infrastructure, we seek to invest our available capital, including the net cash generated by our operating activities and external financing sources, in a manner that will increase long-term stockholder value on a risk-adjusted basis. These investments include constructing and acquiring new communications infrastructure that we expect will generate future cash flow growth and attractive long-term returns by adding tenants to those assets over time. Our historical investments have included the following (in no particular order):
◦construction of towers, fiber and small cells;
◦acquisitions of towers, fiber and small cells;
◦acquisitions of land interests (which primarily relate to land assets under towers);
◦improvements and structural enhancements to our existing communications infrastructure;
◦purchases of shares of our common stock from time to time; and
◦purchases, repayments or redemptions of our debt.
Our strategy to create long-term stockholder value is based on our belief that there will be considerable future demand for our communications infrastructure based on the location of our assets and the rapid growth in the demand for data. We believe that such demand for our communications infrastructure will continue, will result in growth of our cash flows due to tenant additions on our existing communications infrastructure, and will create other growth opportunities for us, such as demand for newly constructed or acquired communications infrastructure, as described above. Further, we seek to augment the long-term value creation associated with growing our recurring site rental cash flows by offering certain ancillary site development and installation services within our Towers segment.
Crown Castle Inc.
Fourth Quarter 2022
| | | | | | | | | | | | | | | | | | | | |
COMPANY OVERVIEW | OUTLOOK | CONSOLIDATED FINANCIALS | CAPITALIZATION OVERVIEW | TOWERS SEGMENT | FIBER SEGMENT | APPENDIX |
| | | | | |
GENERAL COMPANY INFORMATION |
Principal executive offices | 8020 Katy Freeway, Houston, TX 77024 |
Common shares trading symbol | CCI |
Stock exchange listing | New York Stock Exchange |
Fiscal year ending date | December 31 |
Fitch - Long-term Issuer Default Rating | BBB+ |
Moody’s - Long-term Corporate Family Rating | Baa3 |
Standard & Poor’s - Long-term Local Issuer Credit Rating | BBB |
Note: These credit ratings may not reflect the potential risks relating to the structure or trading of the Company’s securities and are provided solely for informational purposes. Credit ratings are not recommendations to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion. The Company does not undertake any obligation to maintain the ratings or to advise of any change in the ratings. Each agency’s rating should be evaluated independently of any other agency’s rating. An explanation of the significances of the ratings can be obtained from each of the ratings agencies.
| | |
ASSET PORTFOLIO FOOTPRINT |
|
| | | | | | | | | | | | | | | | | |
HISTORICAL COMMON STOCK DATA |
| Three Months Ended |
(in millions, except per share amounts) | 12/31/21 | 3/31/22 | 6/30/22 | 9/30/22 | 12/31/22 |
High price(b) | $ | 202.29 | | $ | 201.46 | | $ | 194.46 | | $ | 181.35 | | $ | 151.08 | |
Low price(b) | $ | 158.94 | | $ | 151.17 | | $ | 150.69 | | $ | 141.62 | | $ | 120.39 | |
Period end closing price(c) | $ | 201.16 | | $ | 179.42 | | $ | 165.11 | | $ | 142.99 | | $ | 135.64 | |
Dividends paid per common share | $ | 1.470 | | $ | 1.470 | | $ | 1.470 | | $ | 1.470 | | $ | 1.565 | |
Volume weighted average price for the period(b) | $ | 175.77 | | $ | 171.08 | | $ | 175.47 | | $ | 166.41 | | $ | 133.18 | |
Common shares outstanding, at period end | 432 | | 433 | | 433 | | 433 | | 433 | |
Market value of outstanding common shares, at period end(d) | $ | 86,945 | | $ | 77,693 | | $ | 71,501 | | $ | 61,921 | | $ | 58,740 | |
(a)On air or under contract.
(b)Based on the sales price, adjusted for common stock dividends, as reported by Bloomberg.
(c)Based on the period end closing price, adjusted for common stock dividends, as reported by Bloomberg.
(d)Calculated as the product of (1) common shares outstanding, at period end and (2) period end closing price, adjusted for common stock dividends, as reported by Bloomberg.
Crown Castle Inc.
Fourth Quarter 2022
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COMPANY OVERVIEW | OUTLOOK | CONSOLIDATED FINANCIALS | CAPITALIZATION OVERVIEW | TOWERS SEGMENT | FIBER SEGMENT | APPENDIX |
| | |
ANNUALIZED FOURTH QUARTER DIVIDENDS PER SHARE(a) |

| | | | | | | | | | | |
EXECUTIVE MANAGEMENT TEAM |
| Age | Years with Company | Position |
Jay A. Brown | 50 | 23 | President and Chief Executive Officer |
Daniel K. Schlanger | 49 | 6 | Executive Vice President and Chief Financial Officer |
Catherine Piche | 52 | 11 | Executive Vice President and Chief Operating Officer - Towers |
Christopher D. Levendos | 55 | 4 | Executive Vice President and Chief Operating Officer - Fiber |
| | | |
Michael J. Kavanagh | 54 | 12 | Executive Vice President and Chief Commercial Officer |
Philip M. Kelley | 50 | 25 | Executive Vice President - Corporate Development and Strategy |
Laura B. Nichol | 62 | 8 | Executive Vice President - Business Support |
| | | | | | | | | | | | | | |
BOARD OF DIRECTORS |
Name | Position | Committees | Age | Years as Director |
P. Robert Bartolo | Chair | Audit, Compensation, Strategy | 51 | 8 |
Cindy Christy | Director | Compensation, NESG(b), Strategy | 56 | 15 |
Ari Q. Fitzgerald | Director | Compensation, NESG(b), Strategy | 60 | 20 |
Anthony J. Melone | Director | Audit, NESG(b), Strategy | 62 | 7 |
Jay A. Brown | Director | | 50 | 6 |
Andrea J. Goldsmith | Director | NESG(b), Strategy | 58 | 4 |
Tammy K. Jones | Director | Audit, NESG(b), Strategy | 57 | 2 |
W. Benjamin Moreland | Director | Strategy | 59 | 16 |
Kevin A. Stephens | Director | Audit, Compensation, Strategy | 61 | 2 |
Matthew Thornton III | Director | Compensation, Strategy | 64 | 2 |
(a)Based on the dividends declared during the fourth quarter of each of the respective years presented, annualized. All future dividends are subject to declaration by our board of directors.
(b)Nominating, Environmental, Social and Governance Committee.
Crown Castle Inc.
Fourth Quarter 2022
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COMPANY OVERVIEW | OUTLOOK | CONSOLIDATED FINANCIALS | CAPITALIZATION OVERVIEW | TOWERS SEGMENT | FIBER SEGMENT | APPENDIX |
| | | | | | | | |
RESEARCH COVERAGE |
Equity Research |
Bank of America David Barden (646) 855-1320 | Barclays Tim Long (212) 526-4043 | Citigroup Michael Rollins (212) 816-1116 |
Cowen and Company Gregory Williams (646) 562-1367 | Credit Suisse Douglas Mitchelson (212) 325-7542 | Deutsche Bank Matthew Niknam (212) 250-4711 |
Goldman Sachs Brett Feldman (212) 902-8156 | Green Street David Guarino (949) 640-8780 | Jefferies Jonathan Petersen (212) 284-1705 |
JPMorgan Philip Cusick (212) 622-1444 | KeyBanc Brandon Nispel (503) 821-3871 | LightShed Partners Walter Piecyk (646) 450-9258 |
MoffettNathanson Nick Del Deo (212) 519-0025 | Morgan Stanley Simon Flannery (212) 761-6432 | New Street Research Jonathan Chaplin (212) 921-9876 |
Raymond James Ric Prentiss (727) 567-2567 | RBC Capital Markets Jonathan Atkin (415) 633-8589 | Truist Securities Greg Miller (212) 303-4169 |
UBS Batya Levi (212) 713-8824 | Wells Fargo Securities, LLC Eric Luebchow (312) 630-2386 | Wolfe Research Andrew Rosivach (646) 582-9350 |
Rating Agencies |
Fitch John Culver (312) 368-3216 | Moody’s Lori Marks (212) 553-1098 | Standard & Poor’s Ryan Gilmore (212) 438-0602 |
Crown Castle Inc.
Fourth Quarter 2022
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COMPANY OVERVIEW | OUTLOOK | CONSOLIDATED FINANCIALS | CAPITALIZATION OVERVIEW | TOWERS SEGMENT | FIBER SEGMENT | APPENDIX |
| | | | | | | | | | | |
OUTLOOK |
(in millions, except per share amounts) | Full Year 2023 Outlook(a) |
Site rental billings(b) | $5,631 | to | $5,671 |
Amortization of prepaid rent | $570 | to | $580 |
Straight-lined revenues | $264 | to | $284 |
Site rental revenues | $6,488 | to | $6,533 |
Site rental costs of operations(c) | $1,643 | to | $1,688 |
Services and other gross margin | $210 | to | $240 |
Income (loss) from continuing operations | $1,596 | to | $1,676 |
Income (loss) from continuing operations per share—diluted(d) | $3.67 | to | $3.85 |
Adjusted EBITDA(e) | $4,449 | to | $4,494 |
Depreciation, amortization and accretion | $1,712 | to | $1,807 |
Interest expense and amortization of deferred financing costs(f) | $814 | to | $859 |
FFO(e) | $3,350 | to | $3,395 |
AFFO(e) | $3,296 | to | $3,341 |
AFFO per share(d)(e) | $7.58 | to | $7.68 |
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OUTLOOK FOR COMPONENTS OF CHANGES IN SITE RENTAL REVENUES |
(dollars in millions) | Full Year 2023 Outlook(a) |
Components of changes in site rental revenues: | |
Prior year site rental billings(b) | $5,310 |
| |
Core leasing activity(b) | $285 | to | $315 |
Escalators | $90 | to | $100 |
Non-renewals(b) | $(180) | to | $(160) |
Organic Contribution to Site Rental Billings adjusted for impact of Sprint Cancellations(b)(g) | $210 | to | $240 |
Payments for Sprint Cancellations(g) | $160 | to | $170 |
Non-renewals associated with Sprint Cancellations(g) | $(30) | to | $(30) |
Organic Contribution to Site Rental Billings(b) | $340 | to | $380 |
Straight-lined revenues | $264 | to | $284 |
Amortization of prepaid rent | $570 | to | $580 |
Acquisitions(h) | — |
Other | — |
Total site rental revenues | $6,488 | to | $6,533 |
| |
Year-over-year changes in revenues:(i) | |
Site rental revenues | 3.5% |
Changes in revenues as a percentage of prior year site rental billings: | |
| |
| |
Organic Contribution to Site Rental Billings adjusted for impact of Sprint Cancellations(b)(g) | 4.2% |
| |
Organic Contribution to Site Rental Billings(b) | 6.8% |
(a)As issued on January 25, 2023 and unchanged from the previous full year 2023 Outlook issued on October 19, 2022.
(b)See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for our definitions of site rental billings, core leasing activity, non-renewals, Organic Contribution to Site Rental Billings adjusted for impact of Sprint Cancellations and Organic Contribution to Site Rental Billings.
(c)Exclusive of depreciation, amortization and accretion.
(d)The assumption for diluted weighted-average common shares outstanding for full year 2023 Outlook is based on the diluted common shares outstanding as of December 31, 2022.
(e)See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for further information and reconciliation of non-GAAP financial measures to income (loss) from continuing operations, as computed in accordance with GAAP.
(f)See reconciliation of "Outlook for Components of Interest Expense" for a discussion of non-cash interest expense.
(g)For payments for Sprint Cancellations, the full year 2023 Outlook reflects $70 million and $95 million that relate to fiber solutions and small cells, respectively. For non-renewals associated with Sprint Cancellations, the full year 2023 Outlook reflects $10 million and $20 million that relate to the fiber solutions and small cells, respectively.
(h)Represents the contribution from recent acquisitions. The financial impact of recent acquisitions is excluded from Organic Contribution to Site Rental Billings until the one-year anniversary of such acquisitions.
(i)Calculated based on midpoint of full year 2023 Outlook where applicable.
Crown Castle Inc.
Fourth Quarter 2022
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COMPANY OVERVIEW | OUTLOOK | CONSOLIDATED FINANCIALS | CAPITALIZATION OVERVIEW | TOWERS SEGMENT | FIBER SEGMENT | APPENDIX |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
OUTLOOK FOR COMPONENTS OF CHANGES IN SITE RENTAL REVENUES BY LINE OF BUSINESS |
| Full Year 2023 Outlook(a) |
| Towers Segment | | Fiber Segment | | | | |
(dollars in millions) | | | Small Cells | | Fiber Solutions | | |
Core leasing activity(b) | $135 | to | $145 | | $30 | to | $40 | | $120 | to | $130 | | | | |
Organic Contribution to Site Rental Billings adjusted for impact of Sprint Cancellations(b)(c) | 5% | | 8% | | 0% | | |
Organic Contribution to Site Rental Billings(b) | 5% | | 25% | | 5% | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
OUTLOOK FOR CAPITAL EXPENDITURES |
| Full Year 2023 Outlook(a) |
(in millions) | Towers Segment | | Fiber Segment | | Total |
Capital expenditures | ~$300 | | $1,100 | to | $1,200 | | $1,400 | to | $1,500 |
Less: Prepaid rent additions(d) | ~$150 | | ~$300 | | ~$450 |
Capital expenditures less prepaid rent additions | ~$150 | | $800 | to | $900 | | $950 | to | $1,050 |
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OUTLOOK FOR COMPONENTS OF INTEREST EXPENSE |
(in millions) | Full Year 2023 Outlook(a) |
Interest expense on debt obligations | $804 | to | $844 |
Amortization of deferred financing costs and adjustments on long-term debt | $20 | to | $30 |
Capitalized interest | $(18) | to | $(8) |
Interest expense and amortization of deferred financing costs | $814 | to | $859 |
(a)As issued on January 25, 2023 and unchanged from the previous full year 2023 Outlook issued on October 19, 2022.
(b)See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for our definitions of core leasing activity, Organic Contribution to Site Rental Billings adjusted for impact of Sprint Cancellations and Organic Contribution to Site Rental Billings.
(c)For payments for Sprint Cancellations, the full year 2023 Outlook reflects $70 million and $95 million that relate to fiber solutions and small cells, respectively. For non-renewals associated with Sprint Cancellations, the full year 2023 Outlook reflects $10 million and $20 million that relate to the fiber solutions and small cells, respectively.
(d)Reflects up-front consideration from long-term tenant contracts and other deferred credits (commonly referred to as prepaid rent) that are amortized and recognized as revenue over the associated estimated lease term in accordance with GAAP.
Crown Castle Inc.
Fourth Quarter 2022
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COMPANY OVERVIEW | OUTLOOK | CONSOLIDATED FINANCIALS | CAPITALIZATION OVERVIEW | TOWERS SEGMENT | FIBER SEGMENT | APPENDIX |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CONSOLIDATED SUMMARY FINANCIAL HIGHLIGHTS |
| 2022 | | Twelve Months Ended December 31, | |
(in millions, except per share amounts) | Q1 | | Q2 | | Q3 | | Q4 | | 2022 | | 2021 | |
Net revenues: | | | | | | | | | | | | |
Site rental | | | | | | | | | | | | |
Site rental billings(a) | $ | 1,319 | | | $ | 1,304 | | | $ | 1,338 | | | $ | 1,348 | | | $ | 5,310 | | | $ | 5,048 | | |
Amortization of prepaid rent | 141 | | | 143 | | | 140 | | | 145 | | | 569 | | | 560 | | |
Straight-lined revenues | 116 | | | 120 | | | 90 | | | 85 | | | 410 | | | 111 | | |
Total site rental | 1,576 | | | 1,567 | | | 1,568 | | | 1,578 | | | 6,289 | | | 5,719 | | |
Services and other | 166 | | | 167 | | | 178 | | | 186 | | | 697 | | | 621 | | |
Net revenues | $ | 1,742 | | | $ | 1,734 | | | $ | 1,746 | | | $ | 1,764 | | | $ | 6,986 | | | $ | 6,340 | | |
| | | | | | | | | | | | |
Select operating expenses: | | | | | | | | | | | | |
Costs of operations(b) | | | | | | | | | | | | |
Site rental exclusive of straight-lined expenses | $ | 377 | | | $ | 383 | | | $ | 387 | | | $ | 382 | | | $ | 1,529 | | | $ | 1,478 | | |
Straight-lined expenses | 19 | | | 19 | | | 18 | | | 18 | | | 73 | | | 76 | | |
Total site rental | 396 | | | 402 | | | 405 | | | 400 | | | 1,602 | | | 1,554 | | |
Services and other | 113 | | | 112 | | | 119 | | | 122 | | | 466 | | | 439 | | |
Total costs of operations | 509 | | | 514 | | | 524 | | | 522 | | | 2,068 | | | 1,993 | |