The following discussion should be read in conjunction with the response to Part I, Item 1 of this report and the consolidated financial statements of the Company including the related notes and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A") included in the 2025 Form 10-K.
General Overview
Overview
We own, operate and lease approximately 40,000 towers and other structures, such as rooftops (collectively, "towers") that are geographically dispersed throughout the U.S. The customers on our towers are referred to herein as "tenants." We provide access, including space or capacity, to our towers via long-term contracts in various forms, including lease, license, sublease and service agreements (collectively, "tenant contracts"). Site rental revenues represented 96% of our second quarter 2026 consolidated net revenues. The vast majority of our site rental revenues are of a recurring nature and are derived from long-term tenant contracts. Our towers have a significant presence in each of the top 100 basic trading areas.
On March 13, 2025, management signed a definitive agreement ("Strategic Fiber Agreement") to sell our small cells and fiber solutions businesses, together with certain supporting assets and personnel ("Fiber Business"), with Zayo Group Holdings Inc. acquiring the fiber solutions business and EQT Active Core Infrastructure fund acquiring the small cells business ("Strategic Fiber Transaction"). The Strategic Fiber Transaction was completed on May 1, 2026. We received aggregate net cash proceeds of $8.4 billion, representing the gross contractual purchase price of $8.5 billion less the net impact of preliminary purchase price adjustments of $124 million, which are subject to a post-closing settlement process. See note 3 to our condensed consolidated financial statements for a further discussion.
As the Strategic Fiber Transaction represents a material strategic shift, the Fiber Business' results and net assets are presented herein as discontinued operations for all periods presented until the completion on May 1, 2026. Related to the classification of the Fiber Business as "held for sale," during the three and six months ended June 30, 2026, we recognized a loss from disposal of discontinued operations of $280 million and $625 million, respectively, which primarily reflected additional investment in the Fiber Business until the closing date and the impact of preliminary purchase price adjustments, which are subject to a post-closing settlement process. During the three and six months ended June 30, 2025, we recognized a loss from disposal of discontinued operations of $252 million and $1,082 million, respectively. Through the completion of the Strategic Fiber Transaction on May 1, 2026, we continued to operate the Fiber Business in accordance with the Strategic Fiber Agreement.
Following the classification of the Fiber Business as discontinued operations, we have one reportable segment that constitutes consolidated results consisting of our towers operations. Unless otherwise noted, all activities and amounts reported below relate to our continuing operations and exclude activities and amounts related to discontinued operations. See notes 3 and 11 to our condensed consolidated financial statements for a discussion of discontinued operations and our operating segment.
Strategy
As a leading provider of towers in the U.S., our strategy is to create long-term stockholder value via a combination of (1) growing cash flows generated from our existing portfolio of towers, (2) returning a meaningful portion of our cash generated by operating activities to our common stockholders in the form of dividends and share repurchases and (3) investing capital efficiently to grow cash flows and long-term dividends per share. Our strategy is based, in part, on our belief that the U.S. is the most attractive market for tower investment with the greatest long-term growth potential. We measure our efforts to create "long-term stockholder value" by the combined payments of dividends to stockholders and growth in our per-share results. The key elements of our strategy are to:
•Grow cash flows from our existing towers. We are focused on maximizing the recurring site rental cash flows generated from providing our tenants with long-term access to our towers, 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 towers provide an efficient and cost-effective solution for our wireless tenants' growing networks that provides an opportunity to generate cash flows and increase stockholder return.
22
•Return cash generated by operating activities to stockholders in the form of dividends and share repurchases. We believe that distributing a meaningful portion of our cash generated by operating activities appropriately provides 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 stockholders.
•Invest capital efficiently to grow cash flows and long-term dividends per share. In addition to adding tenants to existing towers, we seek to invest our available capital, including the net cash generated by our operating activities and external financing sources, in a manner that will increase long-term stockholder value on a risk-adjusted basis. These investments include constructing and acquiring new towers that we expect will generate future cash flow growth and attractive long-term returns by adding tenants to those assets over time. Our historical investments have included the following (in no particular order):
◦acquisitions of land interests (which primarily relate to land assets under towers);
◦construction of towers;
◦acquisitions of towers;
◦improvements and structural enhancements to our existing towers;
◦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 towers based on the location of our assets and the rapid and continuing growth in the demand for data. We believe that such demand for our towers will continue, will result in growth of our cash flows due to tenant additions on our existing towers, and will create other growth opportunities for us, such as demand for newly constructed or acquired towers, 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 services.
Highlights of Business Fundamentals and Results
•We operate as a REIT for U.S. federal income tax purposes
◦As a REIT, we are generally entitled to a deduction for dividends that we pay and, therefore, are not subject to U.S. federal corporate income tax on our net taxable income that is currently distributed to our stockholders.
◦To remain qualified and be taxed as a REIT, we are generally required to annually distribute to our stockholders at least 90% of our REIT taxable income, after the utilization of our net operating loss carryforwards ("NOLs") (determined without regard to the dividends paid deduction and excluding net capital gain).
◦See note 7 to our condensed consolidated financial statements for further discussion of our REIT status.
•Potential growth resulting from the increasing demand for data
◦We expect existing and potential new tenant demand for our towers will result from (1) new technologies, (2) increased usage of mobile entertainment, mobile internet, and machine-to-machine applications, (3) adoption of other emerging and embedded wireless devices (including smartphones, laptops, tablets, wearables and other devices), (4) increasing smartphone penetration, (5) wireless carrier focus on expanding both network quality and capacity, (6) the adoption of other bandwidth-intensive applications (such as cloud services, artificial intelligence and video communications), (7) the availability of additional spectrum and (8) increased government initiatives to support connectivity throughout the U.S.
◦We expect U.S. wireless carriers will continue to focus on improving network quality and expanding capacity (including through 5G initiatives). We believe our towers provide an efficient and cost-effective solution to our wireless tenants' growing infrastructure needs.
◦Tenant additions on our towers are achieved at a low incremental operating cost, delivering high incremental returns.
•Substantially all of our towers can accommodate additional tenancy, either as currently constructed or with appropriate modifications.
•Investing capital efficiently to grow cash flows (see also "Item 2. MD&A—General Overview—Strategy")
◦We had discretionary capital expenditures of $102 million for the six months ended June 30, 2026. The capital expenditures predominately related to improvements to existing towers to support additional tenants and purchases of land underneath our towers.
◦We expect to continue to construct and acquire new towers that we anticipate will generate future cash flow growth and attractive long-term returns by adding tenants to those assets over time.
23
◦We expect to continue to acquire land interests relating to land under our towers.
•Site rental revenues under long-term tenant contracts
◦Our tenant contracts have initial terms generally between five to 15 years, with contractual escalators and multiple renewal periods generally between five to 10 years each, exercisable at the option of the tenant.
◦As of June 30, 2026, our weighted-average remaining term was approximately five years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $22.1 billion of expected future cash inflows, exclusive of amounts due under the Master Lease Agreement and underlying agreements with DISH Wireless L.L.C ("DISH"). See "Item 2. MD&A-General Overview-Outlook Highlights" for further discussion.
•Majority of our revenues from large wireless carriers
◦For the six months ended June 30, 2026, approximately 93% of our site rental revenues were derived from T-Mobile, AT&T and Verizon Wireless.
•Majority of land under our towers under long-term control
◦For the six months ended June 30, 2026, approximately 90% of our towers Adjusted Site Rental Gross Margin and approximately 80% of our towers Adjusted Site Rental Gross Margin was derived from towers located on land that we own or control for greater than 10 and 20 years, respectively. The aforementioned percentages include towers located on land that is owned, including through fee interests and perpetual easements, which represented approximately 45% of our towers Adjusted Site Rental Gross Margin.
•Minimal sustaining capital expenditure requirements
◦For the six months ended June 30, 2026, sustaining capital expenditures represented less than 1% of net revenues.
•Debt portfolio with long-dated maturities extended over multiple years, with all debt having a fixed rate as of June 30, 2026 (see note 5 to our condensed consolidated financial statements and "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt)
◦As of June 30, 2026, our outstanding debt had a weighted-average interest rate of 3.7% and weighted-average maturity of approximately seven years (assuming the anticipated repayment date in July 2028 on the $750 million aggregate principal amount of 4.241% senior secured tower revenue notes ("Tower Revenue Notes, Series 2018-2").
◦As of June 30, 2026, 100% of our debt had fixed rate coupons.
◦Our debt service coverage and leverage ratios are within their respective financial maintenance covenants.
•During 2026, we completed the following financing activities (see note 5 to our condensed consolidated financial statements)
◦In February 2026, we repaid in full the $900 million aggregate principal amount of 4.450% senior unsecured notes on the contractual maturity date.
◦During the second quarter of 2026, we used a portion of the cash proceeds received from the completion of the Strategic Fiber Transaction on May 1, 2026 to repay then-outstanding indebtedness, including:
▪All amounts outstanding under the 2016 Revolver and 2016 Term Loan A (collectively, the "2016 Credit Facility"),
▪All Commercial Paper Notes then-outstanding,
▪$750 million aggregate principal amount of 3.700% senior unsecured notes on the contractual maturity date on June 15, 2026, and
▪$530 million face value in open market debt repurchases of various series of unsecured senior notes for $500 million in cash, excluding accrued interest.
◦In July 2026, we repaid in full the $1.0 billion aggregate principal amount of 1.050% senior unsecured notes on the contractual maturity date also using a portion of the cash proceeds received from the completion of the Strategic Fiber Transaction.
◦On May 1, 2026, we entered into a new senior unsecured revolving credit facility with total commitments of $4.5 billion ("2026 Credit Facility"), which replaced the 2016 Credit Facility. See note 5 to our condensed consolidated financial statements.
◦Effective May 1, 2026, our board of directors authorized a stock repurchase program ("2026 Stock Repurchase Program") that authorized the us to repurchase up to $1.0 billion of its outstanding common stock. During the second quarter of 2026, using a portion of the proceeds received from the completion of the Strategic Fiber Transaction, we completed the 2026 Stock Repurchase Program, repurchasing approximately 11 million shares of common stock for an aggregate purchase price of $1.0 billion. These shares are held as treasury stock as of June 30, 2026.
•Significant cash flows from operations
◦Net cash provided by operating activities was $1,040 million for the six months ended June 30, 2026.
24
◦In addition to the positive impact of contractual escalators, we expect to grow our core business of providing access to our towers as a result of future anticipated additional demand.
•Returning cash flows provided by operations to stockholders in the form of dividends and share repurchases
◦During the first half of 2026, we paid a cumulative common stock dividend of $2.125 per share, totaling approximately $932 million.
◦As we grow cash flows, we expect to increase our dividend per share. See note 10 to our condensed consolidated financial statements for further information regarding our common stock and dividends.
•Restructuring Plans
◦There were no restructuring charges in 2026 relating to either restructuring plan implemented in 2023 ("2023 Restructuring Plan") or 2024 ("2024 Restructuring Plan", collectively the "2023 and 2024 Restructuring Plans"). See note 13 to our condensed consolidated financial statements for further discussion of the 2023 and 2024 Restructuring Plans.
◦On February 4, 2026, we initiated a restructuring plan ("2026 Restructuring Plan") as part of our efforts to enhance the efficiency and effectiveness of our tower business by reducing our headcount in continuing operations. We recorded approximately $14 million in charges for the six months ended June 30, 2026, relating to the employee headcount reduction, including severance and other one-time termination benefits. The actions associated with the 2026 Restructuring Plan and related charges are expected to be substantially completed and recorded by December 31, 2026. The payments are expected to be completed for the employee headcount reduction in 2027. See note 13 to our condensed consolidated financial statements and "Item 2. MD&A—Results of Operations" for further discussion of the 2026 Restructuring Plan.
Outlook Highlights
The following are certain highlights of our outlook that impact our business fundamentals described above.
•In January 2026, we delivered a notice of default and termination to DISH relating to our Master Lease Agreement and underlying agreements with DISH as a result of DISH failing to make required payments and defaulting on its obligations under the agreements ("DISH Terminations"). As a result of the termination, we assert in the notice that DISH owes us all remaining payments under the agreements, which total in excess of $3.5 billion. Our 2026 Outlook does not include any contributions from DISH.
•We expect a year over year reduction in site rental revenues related to (1) approximately $220 million from the aforementioned DISH termination, and (2) a decline in long-term deferred revenue amortization.
•In February 2026, we initiated the 2026 Restructuring Plan as part of our efforts to enhance the efficiency and effectiveness of our tower business.
◦We expect to realize approximately $65 million annualized run-rate savings in operating costs, of which approximately $55 million will be realized in 2026 due to timing. The remaining savings of approximately $10 million will be realized in 2027. We expect to incur aggregate restructuring charges of approximately $25 million in 2026 as a result of the 2026 Restructuring Plan, most of which we expect to incur in the first and second quarters of 2026.
•Following the completion of the Strategic Fiber Transaction on May 1, 2026, we used a portion of the proceeds received from the sale to repay approximately $7.2 billion of outstanding indebtedness, including all amounts then-outstanding under our 2016 Credit Facility and Commercial Paper Program, repayment of the 3.700% and 1.050% senior notes at maturity in June 2026 and July 2026, respectively, and open market debt repurchases of various series of unsecured senior notes. As a result of the completed and anticipated repayments of indebtedness, our 2026 interest expense is expected to decrease compared to 2025.
◦The aforementioned open market repurchases of unsecured senior notes resulted in a gain on retirement of long-term obligations for 2026. In addition, interest income increased as sale proceeds were invested in interest-bearing accounts prior to usage.
Results of Operations
The following discussion of our results of operations should be read in conjunction with our condensed consolidated financial statements and the 2025 Form 10-K.
25
The following discussion of our results of operations is based on our condensed consolidated financial statements prepared in accordance with GAAP, which requires us to make estimates and judgments that affect the reported amounts (see "Item 2. MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" and note 2 to our consolidated financial statements in the 2025 Form 10-K). See "Item 2. MD&A—Accounting and Reporting Matters—Non-GAAP Financial Measures" for a discussion of our use of (1) Adjusted EBITDA, (2) Adjusted Site Rental Gross Margin and (3) Adjusted Services and Other Gross Margin, including their respective definitions and reconciliations to net income (loss).
The Fiber Business was predominately comprised of the assets that we previously reported under the historic Fiber segment. Following the classification of the Fiber Business as discontinued operations, we have one reportable segment that constitutes consolidated results consisting of our towers operations. Following the execution of the Strategic Fiber Agreement, the Fiber Business is treated as discontinued operations for all periods presented, because the disposal represents a strategic shift that will have a material impact on our operating results. As such, the results for all periods presented reflect the Fiber Business as discontinued operations until the closing of the Strategic Fiber Transaction on May 1, 2026. See note 11 to our condensed consolidated financial statements for further discussion of our operating segment.
Highlights of our results of operations for the three months ended June 30, 2026 and 2025 are depicted below.
(In millions of dollars) Three Months Ended June 30,
2026 2025 $ Change % Change
Site rental revenues $967 $1,008 $(41) (4)%
Income (loss) from continuing operations 299 265 34 13%
Net income (loss) 94 291 (197) (68)%
Adjusted EBITDA(a) 675 705 (30) (4)%
Adjusted Site Rental Gross Margin(a) 723 762 (39) (5)%
Adjusted Services and Other Gross Margin(a) 23 26 (3) (12)%
(a)See reconciliations of these non-GAAP financial measures to Net income (loss) and definitions included in "Item 2. MD&A—Accounting and Reporting Matters—Non-GAAP Financial Measures."
26
Site rental revenues decreased $41 million, or 4%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This decrease was predominately comprised of the factors depicted in the chart below:
(In millions of dollars)
(a)Represents site rental revenues growth from tenant additions and renewals or extensions of tenant contracts, exclusive of the impacts from both straight-line accounting and amortization of prepaid rent, in accordance with GAAP.
(b)Includes $49 million of non-renewals associated with DISH Terminations and $5 million of non-renewals associated with the Sprint Cancellations (as defined below).
(c)Includes the growth or reduction in site rental revenues as a result of non-recurring contractual billings and adjustments, expense recoveries, sales credits and other amounts not captured in core leasing activity.
(d)Prepaid rent amortization includes amortization of upfront payments received from long-term tenants and other deferred credits.
Site rental revenues and Adjusted Site Rental Gross Margin for the second quarter of 2026 were $967 million and $723 million, respectively, compared to $1.0 billion and $762 million, respectively, in the same period in the prior year. The decrease of $41 million and $39 million in site rental revenue and Adjusted Site Rental Gross Margin, respectively, was primarily due to non-renewals associated with the DISH Terminations and non-renewals associated with the previously disclosed T-Mobile and Sprint network consolidation ("Sprint Cancellations"), as new leasing activity and contractual cash escalators were partially offset by a decline in the associated straight-line accounting adjustment and a decrease in prepaid rent amortization.
Adjusted Services and Other Gross Margin was $23 million for the second quarter of 2026 and decreased by $3 million from $26 million during the same period in the prior year, which is predominately a reflection of the volume of activity from carriers' network enhancements and the volume and mix of services and other offerings. Our services and other offerings are of a variable nature as these revenues are not under long-term tenant contracts.
Selling, general and administrative expenses for the second quarter of 2026 were $97 million and decreased by $2 million, or 2%, from $99 million during the same period in the prior year, primarily related to a decrease in certain employee-related costs following the 2026 Restructuring Plan.
Depreciation, amortization and accretion was $171 million for second quarter of 2026 and decreased by $4 million, or 2%, from the same period in the prior year. This decrease predominately resulted from certain fixed assets becoming fully depreciated.
Interest expense and amortization of deferred financing costs, net were $208 million for the second quarter of 2026 and decreased by $35 million, or 14%, from $243 million during the same period in the prior year. The decrease was primarily
27
driven by lower outstanding indebtedness following the use of a portion of the proceeds from the completion of the Strategic Fiber Transaction, including repayments of all then-outstanding indebtedness under our 2016 Credit Facility and Commercial Paper Program, repayment of the 3.700% senior unsecured notes at maturity in June 2026, and open market debt repurchases of certain senior unsecured notes. See note 5 to our condensed consolidated financial statements for a further discussion of our debt and "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our interest rate exposure.
Gains (losses) on retirement of long-term obligations were $24 million for the second quarter of 2026 compared to no gains (losses) during the same period in the prior year. This was driven by the aforementioned open market repurchases of debt completed during the second quarter of 2026 in which we repurchased $530 million face value of various series of unsecured senior notes using $500 million in cash, excluding accrued interest, offset by the write-off of unamortized deferred financing costs of $6 million.
Interest income was $18 million for the second quarter of 2026 compared to $4 million in the second quarter of 2025. Interest income increased primarily due to sale proceeds being invested in interest-bearing accounts prior to usage.
The provision for income taxes was $4 million for the second quarter for both 2026 and 2025. For the second quarter 2026 and 2025, the effective tax rate differs from the federal statutory rate predominately due to our REIT status, including the dividends paid deduction. See note 7 to our condensed consolidated financial statements and also note 10 to our consolidated financial statements in the 2025 Form 10-K.
Income (loss) from continuing operations was $299 million for the second quarter of 2026 and increased by $34 million, or 13% from $265 million during the same period in the prior year. This increase was due primarily to the aforementioned decrease in interest expense and amortization of deferred financing costs, net, increases in gains (losses) on retirement of long-term obligations, and increases in interest income, being partially offset by the decrease in Adjusted Site Rental Gross Margin during the three months ended June 30, 2026.
Income (loss) from discontinued operations before gain (loss) from disposal, net of tax, was $75 million for the second quarter of 2026 and decreased by $203 million, from $278 million during the second quarter of 2025. The decrease was primarily related to the absence of activity in May and June of 2026 due to the closing of the Strategic Fiber Transaction on May 1, 2026.
Gain (loss) from disposal of discontinued operations was $(280) million for the second quarter of 2026 compared to $(252) million for the second quarter of 2025. The increase in loss recorded for the second quarter of 2026 is predominately attributable to additional investment in the Fiber Business until the closing of the Strategic Fiber Transaction on May 1, 2026, along with the impact of certain preliminary purchase price adjustments, which are subject to a post-closing settlement process.
Net income (loss) was $94 million for the second quarter of 2026 compared to $291 million during the second quarter of 2025. The decrease was primarily due to the income (loss) from discontinued operations, net of tax, being partially offset by income (loss) from continuing operations, both of which are discussed above.
Adjusted EBITDA decreased by $30 million, or 4%, from the second quarter of 2025 to the second quarter of 2026, reflecting the aforementioned decrease in Adjusted Site Rental Gross Margin.
Highlights of our results of operations for the six months ended June 30, 2026 and 2025 are depicted below.
(In millions of dollars) Six Months Ended June 30,
2026 2025 $ Change % Change
Site rental revenues $1,928 $2,019 $(91) (5)%
Income (loss) from continuing operations 520 549 (29) (5)%
Net income (loss) 245 (173) 418 N/A
Adjusted Site Rental Gross Margin(a) 1,448 1,538 (90) (6)%
Adjusted Services and Other Gross Margin(a) 47 50 (3) (6)%
Adjusted EBITDA(a) 1,350 1,428 (78) (5)%
(a)See reconciliations of these non-GAAP financial measures to net income (loss) and definition included in "Item 2. MD&A—Accounting and Reporting Matters—Non-GAAP Financial Measures."
28
Site rental revenues decreased $91 million, or 5%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This decrease was predominately comprised of the factors depicted in the chart below:
(In millions of dollars)
(a)Represents site rental revenues growth from tenant additions across our towers and renewals or extensions of tenant contracts, exclusive of the impacts from both straight-line accounting and amortization of prepaid rent in accordance with GAAP.
(b)Includes $98 million of non-renewals associated with DISH Terminations and $10 million of non-renewals associated with the Sprint Cancellations.
(c)Includes the growth or reduction in site rental revenues as a result of non-recurring contractual billings and adjustments, expense recoveries, sales credits and other amounts not captured in core leasing activity.
(d)Prepaid rent amortization includes amortization of upfront payments received from long-term tenants and other deferred credits.
Site rental revenues and Adjusted Site Rental Gross Margin for the first six months of 2026 were $1.9 billion and $1.4 billion, respectively, compared to $2.0 billion and $1.5 billion, respectively, in the same period in the prior year. The decreases of $91 million and $90 million in site rental revenue and Adjusted Site Rental Gross Margin, respectively, were primarily due to higher non-renewals as a result of the DISH Terminations and non-renewals associated with the Sprint Cancellations, as new leasing activity and contractual cash escalators were partially offset by a decline in the associated straight-line accounting adjustment.
Adjusted Services and Other Gross Margin was $47 million for the first six months of 2026 and decreased by $3 million from $50 million during the same period in the prior year, which is a reflection of the volume of activity from carriers' network enhancements and the volume and mix of services and other work. Our services and other offerings are of a variable nature as these revenues are not under long-term tenant contracts.
Selling, general and administrative expenses for the first six months of 2026 were $187 million and decreased by $5 million, or 3%, from $192 million during the same period in the prior year. This decrease was primarily related to a decrease in employee costs as a result of our aforementioned restructuring activities.
Depreciation, amortization and accretion was $343 million for the first six months of 2026 and decreased by $9 million, or 3%, from the same period in the prior year. This decrease predominately resulted from certain fixed assets becoming fully depreciated.
There were $14 million in restructuring charges recorded in the first six months of 2026 related to the 2026 Restructuring Plan compared to no charges recorded during the same period in the prior year. See note 13 to our condensed consolidated financial statements for discussion of the 2026 Restructuring Plan.
29
Interest expense and amortization of deferred financing costs, net were $450 million for the first six months of 2026 and decreased by $29 million, or 6%, from $479 million during the same period in the prior year. The decrease was primarily driven by lower outstanding indebtedness following the use of a portion of the proceeds from the completion of the Strategic Fiber Transaction, including repayments of all then-outstanding indebtedness under our 2016 Credit Facility and Commercial Paper Program, repayment of the 3.700% senior unsecured notes at maturity in June 2026, and open market debt repurchases of certain senior unsecured notes. See note 5 to our condensed consolidated financial statements for a further discussion of our debt and "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our interest rate exposure.
Gains (losses) on retirement of long-term obligations were $24 million for the first six months of 2026 compared to no gains (losses) during the same period in the prior year. This was driven by the aforementioned open market repurchases of debt completed during the second quarter of 2026 in which we repurchased $530 million face value of various series of unsecured senior notes using $500 million in cash, excluding accrued interest, offset by the write-off of unamortized deferred financing costs of $6 million.
Interest income was $22 million for the first six months of 2026 compared to $7 million in the first six months of 2025. Interest income increased primarily due to sale proceeds being invested in interest-bearing accounts prior to usage.
The provision for income taxes was $9 million for the first six months of both 2026 and 2025. For both periods, the effective tax rate differs from the federal statutory rate predominately due to our REIT status, including the dividends paid deduction. See note 7 to our condensed consolidated financial statements and also note 10 to our consolidated financial statements in the 2025 Form 10-K.
Income (loss) from continuing operations was $520 million for the first six months of 2026 compared to $549 million during the same period in the prior year. The decrease was primarily related to the aforementioned decrease in Adjusted Site Rental Gross Margin and increase in restructuring charges, which were partially offset by the aforementioned decreases in interest expense and amortization of deferred financing costs, net, increases in gains (losses) on retirement of long-term obligations, and increases in interest income.
Income (loss) from discontinued operations before gain (loss) from disposal, net of tax, was $350 million for the first six months of 2026 compared to $360 million during the same period in the prior year. The decrease was driven by the absence of activity in May and June of 2026 due to the closing of the Strategic Fiber Transaction on May 1, 2026, offset by the absence of depreciation and amortization expense during the first six months of 2026 compared to two and a half months of depreciation and amortization expense during the first six months of 2025 prior to the reclassification of the Fiber Business to "held for sale" which occurred on March 13, 2025. See "Item 2. MD&A—General Overview—Overview."
Gain (loss) from disposal of discontinued operations was $(625) million for the first six months of 2026 compared to $(1.1) billion during the same period in the prior year. The loss represents the excess of the carrying value of the Fiber Business over the purchase price, less estimated costs to sell. The loss in the first six months of 2025 was primarily related to the initial valuation allowance recorded in first quarter of 2025 upon reclassification of the Fiber Business as "held for sale" as well as continued ongoing investment in the Fiber Business during the second quarter of 2025. The loss in the first six months of 2026 related to the continued investment in the Fiber Business until the closing of the Strategic Fiber Transaction on May 1, 2026, as well as the impact of certain preliminary purchase price adjustments, which are subject to a post-closing settlement process.
Net income (loss) was $245 million for the first six months of 2026 compared to $(173) million during the first six months of 2025. The increase was primarily due to the change in income (loss) from discontinued operations, net of tax discussed above.
Adjusted EBITDA decreased by $78 million, or 5%, from the first six months of 2025 to the first six months of 2026, reflecting the aforementioned decrease in Adjusted Site Rental Gross Margin, partially offset by the aforementioned decrease in selling, general and administrative expenses.
30
Liquidity and Capital Resources
Overview
General. Our core business generates revenues under long-term tenant contracts (see "Item 2. MD&A—General Overview—Overview") from the largest U.S. wireless carriers and other tenants. As a leading provider of towers in the U.S., our strategy is to create long-term stockholder value via a combination of (1) growing cash flows generated from our existing towers, (2) returning a meaningful portion of our cash generated by operating activities to our stockholders in the form of dividends and share repurchases, and (3) investing capital efficiently to grow cash flows and long-term dividends per share. Our strategy is based, in part, on our belief that the U.S. is the most attractive market for towers investment with the greatest long-term growth potential. We measure our efforts to create "long-term stockholder value" by the growth in our per share results.
We have engaged, and expect to continue to engage, in discretionary investments that we believe will maximize long-term stockholder value. These investments include the acquisition of land interests, making improvements and structural enhancements to our existing towers, and constructing and acquiring new towers that we expect will generate future cash flow growth and attractive long-term returns by adding tenants to those assets over time. Prior to the completion of the Strategic Fiber Transaction on May 1, 2026, we invested a significant percentage of our discretionary investments in the Fiber Business. See note 3 to our condensed consolidated financial statements and "Item 2. MD&A—General Overview" for further discussion of the sale of the Fiber Business. We seek to fund our discretionary investments with both cash generated by operating activities and cash available from financing capacity, such as the use of our availability under our senior unsecured revolving credit facility ("2026 Revolver"), issuances under our commercial paper program ("CP Program"), debt financings and issuances of equity or equity-related securities, including under our 2024 ATM Program, as defined below in "Item 2. MD&A—Liquidity and Capital Resources—Financing Activities". See "Item 2. MD&A—Liquidity and Capital Resources—Financing Activities" for further discussion of our 2026 Revolver. We may also utilize shares held in treasury for future corporate purposes, including potential equity issuances, which provides additional flexibility in managing our capital resources.
We seek to maintain a capital structure that we believe drives long-term stockholder value and optimizes our weighted-average cost of capital, and we expect to maintain an investment grade credit profile. As of June 30, 2026, our contractual debt maturities over the next 12 months, consisted of (1) the 1.050% senior unsecured notes due July 2026 ("1.050% Senior Notes"), (2) the 4.000% senior unsecured notes due March 2027 ("4.000% Senior Notes"), (3) the 2.900% senior unsecured notes due March 2027 ("2.900% Senior Notes") and (4) principal payments on certain outstanding debt. Subsequent to June 30, 2026, we repaid in full the 1.050% Senior Notes on the maturity date in July 2026 using proceeds from the Strategic Fiber Transaction. Amounts available under our CP Program may be issued and repaid from time to time and we intend to maintain available commitments under our 2026 Revolver in an amount at least equal to the amount of Commercial Paper Notes outstanding.
We operate as a REIT for U.S. federal income tax purposes. We expect to continue to pay minimal cash income taxes as a result of our REIT status and our NOLs. See note 7 to our condensed consolidated financial statements and also the 2025 Form 10-K.
Liquidity Position. The following is a summary of our capitalization and liquidity position as of June 30, 2026. See "Item 3. Quantitative and Qualitative Disclosures About Market Risk" and note 5 to our condensed consolidated financial statements for additional information regarding our debt.
(In millions of dollars)
Cash and cash equivalents and restricted cash and cash equivalents(a) $ 1,254
Undrawn 2026 Revolver availability(b) 4,461
Debt and other long-term obligations (current and non-current) 18,239
Total equity (deficit) (3,270)
(a)Inclusive of $5 million included within "Other assets, net" on our condensed consolidated balance sheet.
(b)Availability at any point in time is subject to certain restrictions based on the maintenance of financial covenants contained in our 2026 Credit Facility. At any point in time, we intend to maintain available commitments under our 2026 Revolver in an amount at least equal to the amount of outstanding Commercial Paper Notes. See note 5 to our condensed consolidated financial statements.
As of June 30, 2026, over the next 12 months:
•Our liquidity sources may include (1) cash on hand, (2) cash generated by our operating activities, (3) availability under our 2026 Credit Facility, (4) issuances under our CP Program, and (5) issuances of equity from our treasury shares or pursuant to our 2024 ATM Program or any similar successor program. Our liquidity uses are expected to
31
include (1) maturing debt obligations of $2.2 billion (consisting of 1.050% Senior Notes, the 4.000% Senior Notes, the 2.900% Senior Notes and principal payments on certain outstanding debt), (2) common stock dividend payments, subject to declaration by our board of directors (see "Item 7. MD&A—General Overview—Common Stock Dividend" included in the 2025 Form 10-K), and (3) capital expenditures. We may also purchase shares of our common stock.
•Amounts available under our CP Program may be issued and repaid from time to time and we intend to maintain available commitments under our 2026 Revolver in an amount at least equal to the amount of Commercial Paper Notes outstanding.
•Historically, from time to time, we have accessed the capital markets to issue debt and equity.
•See "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a discussion of interest rate risk and note 5 to our condensed consolidated financial statements for a tabular presentation of our debt maturities and a discussion of anticipated repayment dates.
Summary Cash Flow Information
Six Months Ended June 30,
(In millions of dollars) 2026 2025 Change
Net cash provided by (used for):
Operating activities $ 1,040 $ 1,473 $ (433)
Investing activities 7,973 (523) 8,496
Financing activities (8,067) (971) (7,096)
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents(a) $ 946 $ (21) $ 967
(a)Inclusive of cash and cash equivalents and restricted cash and cash equivalents included in discontinued operations until the closure of the Strategic Fiber Transaction on May 1, 2026.
Operating Activities
Net cash provided by operating activities of $1.0 billion for the first six months of 2026 decreased by $433 million, or 29%, compared to the first six months of 2025, due primarily to a net decrease in net cash provided by operating activities from discontinued operations as a result of the completion of the Strategic Fiber Transaction on May 1, 2026, and we no longer operate the Fiber Business. Changes in working capital contribute to variability in net cash provided by operating activities, largely due to the timing of advanced payments by us and advanced receipts from tenants. We expect to grow our net cash provided by operating activities in the future (exclusive of changes in working capital) if we realize expected growth in our core business.
32
Investing Activities
Net cash provided by investing activities of $8.0 billion for the first six months of 2026 increased by $8.5 billion from the first six months of 2025 primarily as a result of an increase in net cash provided by investing activities from discontinued operations, resulting from the $8.4 billion in aggregate net cash proceeds received from the sale of the Fiber Business, offset by a decrease in capital expenditures for our discontinued operations as the Strategic Fiber Transaction was completed on May 1, 2026.
Our capital expenditures are categorized as discretionary or sustaining as described below.
•Discretionary capital expenditures relating to continuing operations are those made with respect to activities which we believe exhibit sufficient potential to enhance long-term stockholder value. These primarily consist of expansion or development of our towers (including capital expenditures related to (1) enhancing towers in order to add new tenants for the first time or support subsequent tenant equipment augmentations or (2) modifying the structure of a tower asset to accommodate additional tenants) and construction of new towers. Discretionary capital expenditures also include purchases of land interests (which primarily relate to land assets under towers as we seek to manage our interests in the land beneath our towers), certain technology-related investments necessary to support and scale future customer demand for our towers, improvements to non-tower structures and other assets located on our tower sites, and other capital projects. The expansion or development of existing towers to accommodate new leasing typically varies based on, among other factors: (1) the type of tower, (2) the scope, volume, and mix of work performed on the tower, (3) existing capacity prior to installation, or (4) changes in structural engineering regulations and standards. Our decisions regarding discretionary capital expenditures are influenced by the availability and cost of capital and expected returns on alternative uses of cash, such as payments of dividends and investments.
•Sustaining capital expenditures consist of those capital expenditures not otherwise categorized as discretionary capital expenditures, such as (1) maintenance capital expenditures on our tower assets that enable our tenants' ongoing quiet enjoyment of the tower and (2) ordinary corporate capital expenditures.
A summary of our capital expenditures for continuing operations for the six months ended June 30, 2026 and 2025 is as follows:
For the Six Months Ended
(In millions of dollars) June 30, 2026 June 30, 2025
Discretionary:
Tower improvements and other capital projects(a) $ 34 $ 33
Purchases of land interests 68 34
Sustaining 14 13
Total $ 116 $ 80
(a)Includes $4 million and $3 million of capital expenditures incurred during the six months ended June 30, 2026 and 2025, respectively, in connection with tenant installations and upgrades on our towers.
The increase in discretionary capital expenditures for our continuing operations was primarily due to an increase in land purchases under our towers.
Financing Activities
We seek to allocate cash generated by our operations in a manner that will enhance long-term stockholder value, which may include various financing activities such as (in no particular order): (1) paying dividends on our common stock, subject to declaration by our board of directors, (2) purchasing our common stock or (3) purchasing, repaying, or redeeming our debt. See notes 5 and 10 to our condensed consolidated financial statements.
Net cash used for financing activities of $8.1 billion for the first six months of 2026 increased by $7.1 billion from the first six months of 2025 as a result of the 2026 Stock Repurchase Program and repayments of indebtedness using a portion of the proceeds from the completion of the Strategic Fiber Transaction, including repayments of all outstanding indebtedness under our 2016 Credit Facility and Commercial Paper Program, repayment of the 4.450% and 3.700% senior unsecured notes at maturity in February 2026 and June 2026, respectively, and open market debt repurchases of certain senior unsecured notes. See "Item 2. MD&A—General Overview—Highlights of Business Fundamentals and Results" and notes 5 and 10 to our condensed consolidated financial statements for further information.
33
Credit Facility. In connection with the completion of the Strategic Fiber Transaction on May 1, 2026, we repaid all then-outstanding indebtedness under the 2016 Credit Facility and entered into the 2026 Revolving Credit Facility, a senior unsecured revolving credit facility with total commitments of $4.5 billion that matures in May 2031. The 2026 Credit Facility replaces the 2016 Credit Facility. The proceeds from our 2026 Revolver may be used for general corporate purposes, which may include the financing of capital expenditures, acquisitions, the repayment or repurchase of any outstanding indebtedness and purchases of our common stock. As of August 3, 2026, we had no outstanding balance and $4.5 billion in undrawn availability under our 2026 Credit Facility. At any point in time, we intend to maintain available commitments under our 2026 Revolver in an amount at least equal to the amount of outstanding Commercial Paper Notes. See note 5 to our condensed consolidated financial statements for additional information regarding our 2026 Credit Facility.
Commercial Paper Program. The proceeds from our Commercial Paper Notes may be used for general corporate purposes, which may include the financing of capital expenditures, acquisitions, the repayment or repurchase of any outstanding indebtedness and purchases of our common stock. As of August 3, 2026, there was $100 million outstanding under our CP Program. See note 5 to our condensed consolidated financial statements for further information regarding our CP Program.
Incurrence, Purchases, and Repayments of Debt. See "Item 7. MD&A—General Overview", "MD&A—Liquidity and Capital Resources—Overview—Liquidity Position", note 5 to our condensed consolidated financial statements and note 8 of our consolidated financial statements in the 2025 Form 10-K for further discussion of our recent issuances, purchases, redemptions and repayments of debt.
Common Stock Activity. During the three months ended June 30, 2026, we completed the 2026 Stock Repurchase Program using a portion of the proceeds from the Strategic Fiber Transaction, repurchasing approximately 11 million shares of common stock for an aggregate purchase price of $1.0 billion. See note 10 our condensed consolidated financial statements for further information regarding our 2026 Stock Repurchase Program, common stock and dividends. The shares that have been repurchased under the 2026 Stock Repurchase Program are held as treasury stock as of June 30, 2026.
ATM Program. In March 2024, we established a new "at-the-market" stock offering program through which we may issue and sell shares of our common stock having an aggregate gross sales price of up to $750 million ("2024 ATM"). Sales under the 2024 ATM Program may be made by means of ordinary brokers' transactions on the New York Stock Exchange ("NYSE") or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or, subject to our specific instructions, at negotiated prices. We intend to use the net proceeds from any sales under the 2024 ATM Program for general corporate purposes, which may include (1) the funding of future acquisitions or investments or (2) the repayment or repurchase of any outstanding indebtedness. We have not sold any shares of common stock under the 2024 ATM Program.
Debt Covenants. Our 2026 Credit Facility contains financial maintenance covenants. We are currently in compliance with these financial maintenance covenants and, based upon our current expectations, we believe we will continue to comply with our financial maintenance covenants. In addition, certain of our debt agreements contain restrictive covenants that place restrictions on us and may limit our ability to, among other things, incur additional debt and liens, purchase our securities, make capital expenditures, dispose of assets, undertake transactions with affiliates, make other investments, pay dividends or distribute excess cash flow. See the 2025 Form 10-K and note 5 to our condensed consolidated financial statements for a further discussion of our debt covenants, certain restrictive covenants and factors that are likely to determine our subsidiaries' ability to comply with current and future debt covenants.
Accounting and Reporting Matters
Critical Accounting Policies and Estimates
Our critical accounting policies and estimates are those that we believe (1) are most important to the portrayal of our financial condition and results of operations or (2) require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. In many cases, the accounting treatment of a particular transaction is specifically prescribed by GAAP. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. Accordingly, actual results could differ materially from our estimates. Our critical accounting policies and estimates as of December 31, 2025 are described in "Item 7. MD&A—Accounting and Reporting Matters" and in note 2 of our consolidated financial statements in the 2025 Form 10-K.
Accounting Pronouncements
34
Recently Adopted Accounting Pronouncements. See note 2 to our condensed consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted. See note 2 to our condensed consolidated financial statements.
Non-GAAP Financial Measures
We define earnings before interest, taxes, depreciation, amortization and accretion, as adjusted ("Adjusted EBITDA") as net income (loss) plus restructuring charges (credits), asset write-down charges, goodwill impairment charges, acquisition and integration costs, depreciation, amortization and accretion, amortization of prepaid lease purchase price adjustments, interest expense and amortization of deferred financing costs, net, (gains) losses on retirement of long-term obligations, net (gain) loss on interest rate swaps, (gains) losses on foreign currency swaps, impairment of available-for-sale securities, interest income, other (income) expense, (benefit) provision for income taxes, (income) loss from discontinued operations, net of tax, cumulative effect of a change in accounting principle and stock-based compensation expense, net.
We use Adjusted EBITDA, which is a non-GAAP financial measure, as an indicator of consolidated financial performance. Our measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including companies in the towers sector or other REITs, and is not a measure of performance calculated in accordance with GAAP. Adjusted EBITDA should not be considered in isolation or as a substitute for operating income (loss), net income (loss), net cash provided by (used for) operating, investing and financing activities or other income statement or cash flow statement data prepared in accordance with GAAP and should be considered only as a supplement to net income (loss) computed in accordance with GAAP as a measure of our performance. There are material limitations to using a measure such as Adjusted EBITDA, including the difficulty associated with comparing results among more than one company, including our competitors, and the inability to analyze certain significant items, including depreciation and interest expense, that directly affect our net income (loss). Management compensates for these limitations by considering the economic effect of the excluded expense items independently as well as in connection with their analysis of net income (loss). The reconciliation of Adjusted EBITDA to our net income (loss) is set forth below:
(In millions of dollars; components may not sum to totals due to rounding) Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net income (loss) $ 94 $ 291 $ 245 $ (173)
Adjustments to increase (decrease) net income (loss):
Asset write-down charges 2 2 5 4
Depreciation, amortization and accretion 171 175 343 352
Restructuring charges — — 14 —
Amortization of prepaid lease purchase price adjustments 3 4 7 8
Interest expense and amortization of deferred financing costs, net 208 243 450 479
(Gains) losses on retirement of long-term obligations (24) — (24) —
Interest income (18) (4) (22) (7)
Other (income) expense 1 (2) 2 (3)
(Benefit) provision for income taxes 4 4 9 9
Stock-based compensation expense, net 28 18 47 36
(Income) loss from discontinued operations, net of tax 205 (26) 275 722
Adjusted EBITDA(a) $ 675 $ 705 $ 1,350 $ 1,428
(a)The above reconciliation excludes the items included in our Adjusted EBITDA definition which are not applicable to the periods shown.
We believe Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial performance because:
•they are frequently used by our management (1) to evaluate the economic productivity of our operations and (2) for purposes of making decisions about allocating resources to, and assessing the performance of, our operations;
•although specific definitions may vary, it is widely used by investors or other interested parties in evaluation of the tower sector and other REITs to measure financial performance without regard to items such as depreciation, amortization and accretion, which can vary depending upon accounting methods and the book value of assets;
•we believe it helps investors and other interested parties meaningfully evaluate and compare the results of our operations (1) from period to period and (2) to our competitors by removing the impact of our capital structure
35
(primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our financial results; and
•they are similar to the measure of current financial performance generally used in our debt covenant calculations.
Our management uses Adjusted EBITDA:
•as a component in the employee annual incentive compensation calculation;
•as a measurement of financial performance because it assists us in comparing our financial performance on a consistent basis as it removes the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our operating results;
•in presentations to our board of directors to enable it to have the same measurement of financial performance used by management;
•for planning purposes, including preparation of our annual operating budget;
•as a valuation measure in strategic analyses in connection with the purchase and sale of assets;
•in determining self-imposed limits on our debt levels, including the evaluation of our leverage ratio; and
•with respect to compliance with our debt covenants, which require us to maintain certain financial ratios that incorporate concepts such as, or similar to, Adjusted EBITDA.
We define Adjusted Site Rental Gross Margin as net income (loss) plus services and other costs of operations, selling, general and administrative expenses, restructuring charges (credits), asset write-down charges, goodwill impairment charges, acquisition and integration costs, depreciation, amortization and accretion, amortization of prepaid lease purchase price adjustments, interest expense and amortization of deferred financing costs, net, (gains) losses on retirement of long-term obligations, net (gain) loss on interest rate swaps, (gains) losses on foreign currency swaps, impairment of available-for-sale securities, interest income, other (income) expense, (benefit) provision for income taxes, (income) loss from discontinued operations, net of tax, cumulative effect of a change in accounting principle and stock-based compensation expense, net, recorded in consolidated site rental costs of operations, less services and other revenues.
We define Adjusted Services and Other Gross Margin as net income (loss) plus site rental costs of operations, selling, general and administrative expenses, restructuring charges (credits), asset write-down charges, goodwill impairment charges, acquisition and integration costs, depreciation, amortization and accretion, interest expense and amortization of deferred financing costs, net, (gains) losses on retirement of long-term obligations, net (gain) loss on interest rate swaps, (gains) losses on foreign currency swaps, impairment of available-for-sale securities, interest income, other (income) expense, (benefit) provision for income taxes, (income) loss from discontinued operations, net of tax, cumulative effect of a change in accounting principle and stock-based compensation expense, net, recorded in consolidated services and other costs of operations, less site rental revenues.
We use Adjusted Site Rental Gross Margin and Adjusted Services and Other Gross Margin, which are non-GAAP financial measures, as indicators of financial performance. Our measures of Adjusted Site Rental Gross Margin and Adjusted Services and Other Gross Margin may not be comparable to similarly titled measures of other companies, including companies in the towers sector or other REITs, and are not measures of performance calculated in accordance with GAAP. There are material limitations to using measures such as Adjusted Site Rental Gross Margin and Adjusted Services and Other Gross Margin, including the difficulty associated with comparing results among more than one company, including our competitors, and the inability to analyze certain significant items, including selling, general and administrative expenses and depreciation, amortization, and accretion, that directly affect our net income (loss). Management compensates for these limitations by considering the economic effect of the excluded expense items independently as well as in connection with their analysis of net income (loss). The reconciliations of Adjusted Site Rental Gross Margin and Adjusted Services and Other Gross Margin to our net income (loss) are set forth below:
36
Three Months Ended June 30, Six Months Ended June 30,
(In millions of dollars; components may not sum to totals due to rounding) 2026 2025 2026 2025
Net income (loss) $ 94 $ 291 $ 245 $ (173)
Adjustments to increase (decrease) net income (loss):
Services and other revenues (41) (52) (90) (102)
Services and other costs of operations 19 27 45 55
Selling, general and administrative expenses 97 99 187 192
Asset write-down charges 2 2 5 4
Depreciation, amortization and accretion 171 175 343 352
Restructuring charges — — 14 —
Amortization of prepaid lease purchase price adjustments 3 4 7 8
Interest expense and amortization of deferred financing costs, net 208 243 450 479
(Gain) loss on retirement of long-term obligations (24) — (24) —
Interest income (18) (4) (22) (7)
Other (income) expense 1 (2) 2 (3)
(Benefit) provision for income taxes 4 4 9 9
Stock-based compensation expense, net recorded in site rental costs of operations 1 1 2 2
(Income) loss from discontinued operations, net of tax 205 (26) 275 722
Adjusted Site Rental Gross Margin $ 723 $ 762 $ 1,448 $ 1,538
Three Months Ended June 30, Six Months Ended June 30,
(In millions of dollars; components may not sum to totals due to rounding) 2026 2025 2026 2025
Net income (loss) $ 94 $ 291 $ 245 $ (173)
Adjustments to increase (decrease) net income (loss):
Site rental revenues (967) (1,008) (1,928) (2,019)
Site rental costs of operations(a) 249 251 489 491
Selling, general and administrative expenses 97 99 187 192
Asset write-down charges 2 2 5 4
Depreciation, amortization and accretion 171 175 343 352
Restructuring charges — — 14 —
Interest expense and amortization of deferred financing costs, net 208 243 450 479
(Gain) loss on retirement of long-term obligations (24) — (24) —
Interest income (18) (4) (22) (7)
Other (income) expense 1 (2) 2 (3)
(Benefit) provision for income taxes 4 4 9 9
Stock-based compensation expense, net recorded in services and other costs of operations 1 1 2 3
(Income) loss from discontinued operations, net of tax 205 (26) 275 722
Adjusted Services and Other Gross Margin $ 23 $ 26 $ 47 $ 50
(a)Exclusive of depreciation, amortization and accretion, shown separately.
We believe Adjusted Site Rental Gross Margin and Adjusted Services and Other Gross Margin are useful to investors or other interested parties in evaluating our financial performance because:
•they are measures used by our management (1) to evaluate the economic productivity of our business, (2) to identify underlying business trends that are impacting our performance, and (3) for purposes of making decisions about allocating resources to, and assessing the performance of, our business; and
•we believe it helps investors and other interested parties meaningfully evaluate and compare the results of our operations from period to period.
Our management uses Adjusted Site Rental Gross Margin and Adjusted Services and Other Gross Margin:
•as a measurement of financial performance because it assists us in comparing our financial performance excluding the impact of certain non-cash items such as stock-based compensation expense, net and amortization of prepaid
37
lease purchase price adjustments and asset base (primarily depreciation, amortization and accretion) from our operating results and before consideration of selling, general and administrative expenses;
•in the evaluation of pricing of new projects and new tenant agreements; and
•for planning purposes, including preparation of our annual operating budget.
38