AddedRisk Factors
•If we do not continue to make appropriate investments in, and effectively implement and maintain, our information technology systems and digital capabilities, our business and operating results could be adversely affected.
CCICrown Castle
- Employees
- 4,000
- Headquarters
- Houston, TX
- CEO
- Christian H. Hillabrant
- Next results
- around Jan 11, 2027
10-K 0001051470-26-000016 (2026-02-23) vs 10-K 0001051470-25-000089 (2025-03-14)
| Section | Compared text | Words now | Changed |
|---|---|---|---|
| Risk Factors | Item 1A | 13,600 | 9.9% |
| MD&A | Item 7 | 10,517 | 31.6% |
| Legal Proceedings | Item 3, via Note 13 – Commitments and Contingencies | 208 | 14.0% |
| Accounting Policies | Item 8, Note 2 – Summary of Significant Accounting Policies | 6,146 | 13.4% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 280 words changed in this paragraph; it is 44% similar to last year's version.
Years Ended December 31, (In millions of dollars) dollars; components may not sum to totals due to rounding) 2025 2024 2023 2022 Towers Fiber Towers Fiber Towers Fiber Segment operating profit Net income (loss) $ 3,322 444 $ 1,188 (3,903) $ 3,393 $ 1,355 $ 3,527 $ 1,130 1,502 Adjustments to increase (decrease) segment operating profit net income (loss): Segment services Services and other revenues (215) (192) (18) $ (421) (28) (685) (12) Segment services Services and other costs of operations(a) 101 12 294 12 447 9 Segment selling, operations 113 107 304 Selling, general and administrative expenses(b) 76 176 104 194 115 190 Segment expenses 383 435 502 Asset write-down charges 11 11 9 Acquisition and integration costs — — 1 Depreciation, amortization and accretion 690 736 787 Restructuring charges — 70 73 Amortization of prepaid lease purchase price adjustments 15 16 16 Interest expense and amortization of deferred financing costs, net 972 932 849 Interest income (13) (20) (15) Other (income) expense (3) 26 5 (Benefit) provision for income taxes 16 18 21 Stock-based compensation expense, net recorded in site rental costs of operations 4 4 3 (Income) loss from discontinued operations, net of tax 659 5,065 (265) Adjusted Site Rental Gross Margin $ 3,076 $ 3,307 $ 1,358 $ 3,370 $ 1,533 $ 3,404 $ 1,317 Years Ended December 31, (In millions of dollars; components may not sum to totals due to rounding) 2025 2024 2023 2022 Towers Fiber Towers Fiber Towers Fiber Segment operating profit Net income (loss) $ 3,322 444 $ 1,188 (3,903) $ 3,393 $ 1,355 $ 3,527 $ 1,130 1,502 Adjustments to increase (decrease) segment operating profit net income (loss): Segment site Site rental revenues (4,266) (2,092) (4,049) (4,268) (4,313) (2,219) (4,322) (1,967) Segment site Site rental costs of operations(c)(d) 959 734 943 686 918 650 Segment selling, operations 992 983 961 Selling, general and administrative expenses(b) 76 176 104 194 115 190 Segment expenses 383 435 502 Asset write-down charges 11 11 9 Acquisition and integration costs — — 1 Depreciation, amortization and accretion 690 736 787 Restructuring charges — 70 73 Interest expense and amortization of deferred financing costs, net 972 932 849 Interest income (13) (20) (15) Other (income) expense (3) 26 5 (Benefit) provision for income taxes 16 18 21 Stock-based compensation expense, net recorded in services and other costs of operations 5 6 10 (Income) loss from discontinued operations, net of tax 659 5,065 (265) Adjusted Services and Other Gross Margin $ 107 $ 91 $ 6 $ 127 $ 16 $ 238 $ 3
Source: Item 7, 10-K 0001051470-26-000016 vs Item 7, 10-K 0001051470-25-000089
Accounting Policies 138 words changed in this paragraph; it is 41% similar to last year's version.
Right-of-use ("ROU") assets associated with operating leases are included in "Operating lease right-of-use assets" on the Company's consolidated balance sheet. Current and long-term portions of lease liabilities related to operating leases are included in "Current portion of operating lease liabilities" and "Operating lease liabilities" on the Company's consolidated balance sheet, respectively. ROU assets represent the Company's right to use an underlying asset for the estimated lease term and lease liabilities represent the Company's present value of its future lease payments. In assessing its leases and determining its lease liability at lease commencement or upon modification, the Company is not able to readily determine the rate implicit for its lessee arrangements, and thus uses its incremental borrowing rate on a collateralized basis to determine the present value of the lease payments. The Company's ROU assets are measured as the balance of the lease liability plus any prepaid or accrued lease payments and any unamortized initial direct costs. For both the Towers and Fiber segments, operating lease expenses are recognized on a ratable basis, regardless of whether the payment terms require the Company to make payments annually, semi-
Source: Item 8, Note 2 – Summary of Significant Accounting Policies, 10-K 0001051470-26-000016 vs Item 8, Note 2 – Summary of Significant Accounting Policies, 10-K 0001051470-25-000089
Risk Factors 109 words changed in this paragraph; it is 80% similar to last year's version.
On March 3, 2024, we entered into an amendment to the Cooperation Agreement with Elliott, which, among other things, (1) eliminated limitations on the size of our board of directors, the Fiber Review Committee and the CEO Search Committee, (2) provided that Elliott and certain of its affiliates would vote pro rata in accordance with the vote of other stockholders at the 2024 Annual Meeting, subject to certain exceptions, and (3) provided our board of directors could change its recommendation and cease soliciting proxies in favor of Messrs. Genrich or Patel if it first made a determination that its fiduciary duties required it to do so. Messrs. Genrich and Patel were subsequently reelected to serve until our 2025 Annual Meeting of Stockholders. The operational review of our Fiber business and the search for the next CEO of our company concluded during 2024, and the strategic review of our Fiber business concluded in 2025 with our entry into the Strategic Fiber Agreement. In March 2025, we announced that Mr. Patel resigned from our board of directors, effective immediately, and was be appointed as Executive Vice President and CFO, effective April 2025. See "—The pendency of the sale of our Fiber Business to Zayo and EQT may have an adverse effect on our business, results of operations, cash flows and financial position.", "—Completion of the Strategic Fiber Transaction is subject to the conditions contained in the Strategic Fiber Agreement, including regulatory approvals, which may not be received, and separation of the Fiber Business from our current operations, and if these conditions are not satisfied or waived, the transaction will not be completed." and "—The failure to complete the planned sale of the Fiber Business to Zayo and EQT could have a material and adverse effect on our business, results of operations, financial condition, cash flows, and stock price." for a discussion of the Strategic Fiber Transaction. The Cooperation Agreement, as amended, remains in effect.
Source: Item 1A, 10-K 0001051470-26-000016 vs Item 1A, 10-K 0001051470-25-000089
Legal Proceedings New paragraph this year (51 words), with no similar paragraph last year.
On January 12, 2026, the Company delivered a notice of default and termination to DISH relating to the Company's Master Lease Agreement and underlying agreements with DISH as a result of DISH failing to make required payments and defaulting on its obligations under the agreement. See note 18 for additional discussion.
Source: Item 3, via Note 13 – Commitments and Contingencies, 10-K 0001051470-26-000016 vs Item 3, via Note 12 – Commitments and Contingencies, 10-K 0001051470-25-000089
Every change, by type
Sentences and paragraphs of CCI's Risk Factors and MD&A, 10-K 2026-02-23 against 10-K 2025-03-14. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
On January 12, 2026, we delivered a notice of default and termination to DISH relating to our Master Lease Agreement and underlying agreements with DISH as a result of DISH failing to make required payments and defaulting on its obligations under the agreements. As a result of the termination, we assert in the notice that DISH owes us all remaining payments under these agreements, which total in excess of $3.5 billion. As of December 31, 2025, associated with our agreements with DISH, we had recorded on our consolidated balance sheet approximately $50 million within "Receivables, net" and approximately $150 million within "Deferred site rental receivables," partially offset by approximately $34 million recorded within "Deferred revenues" and "Other long-term liabilities." We expect the total net balance sheet impact of approximately $165 million will ultimately be recoverable, and accordingly no adjustments have been made to reserve such net amount as of December 31, 2025. We do not intend to recognize additional revenue under these agreements pending further developments with respect to this matter.
AddedRisk Factors
If we do not continue to make appropriate investments in, and effectively implement and maintain, our information technology systems and digital capabilities, our business and operating results could be adversely affected.
AddedRisk Factors
Our business relies on information technology ("IT") systems to support key operational, commercial, and financial processes, including site and asset management, leasing and contract administration, billing and collections, construction and supply chain activities, regulatory compliance, and financial reporting. Our industry continues to experience increasing operational complexity and growing reliance on digital tools, automation, data analytics, and integrated systems, including the use of artificial intelligence. We continue to seek to drive organizational improvement through digital transformation initiatives and modernizing our legacy IT systems.
AddedRisk Factors
If we do not invest in modernizing our IT systems or fail to effectively execute our digital transformation initiatives, we may experience operational inefficiencies, higher operating costs, reduced scalability, and limitations on our ability to respond to customer requirements or support deployment activity. In addition, reliance on legacy or fragmented systems may affect data accuracy, system reliability, and management’s ability to obtain timely and actionable information.
AddedRisk Factors
Some of our IT and digital initiatives require significant investment, which can be complex and are subject to risks, including implementation delays, cost overruns, integration challenges, and disruption to ongoing operations. Even when successfully implemented, such systems may not deliver anticipated benefits or may require ongoing investment to remain effective as technologies, customer expectations, and industry practices evolve.
AddedRisk Factors
If our competitors or customers adopt advanced digital capabilities more quickly than we do, we could be at a competitive disadvantage. Any failure to effectively invest in or execute our IT and digital initiatives could adversely affect our operational performance, financial results, and ability to execute our business strategy.
RemovedRisk Factors
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RewordedRisk Factors
See "—The pendency of the sale of our Fiber Business to Zayo and EQT may have an adverse effect on our business, results of operations, cash flows and financial position.", "—Completion of the Strategic Fiber Transaction is subject to the conditions contained in the Strategic Fiber Agreement, including regulatory approvals, which may not be received, and separation of the Fiber Business from our current operations, and if these conditions are not satisfied or waived, the transaction will not be completed." and "—The failure to complete the planned sale of the Fiber Business to Zayo and EQT could have a material and adverse effect on our business, results of operations, financial condition, cash flows, and stock price." for a discussion of the Strategic Fiber Transaction.
RewordedRisk Factors
The Strategic Fiber Agreement contains closing conditions and requirements with which we must comply pending the closing of the Strategic Fiber Transaction, including (1) obtaining regulatory approvals from certain U.S. regulatory and governmental authorities, including various consents, clearances under antitrust statutes, authorizations and declarations of non-objection, or expiration of waiting periods (or extensions thereof), and (2) separating each of the fiber solutions and small cell businesses from our current operations, in accordance with the terms of the Strategic Fiber Agreement.
RewordedRisk Factors
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.)", and note 3 to our consolidated financial statements, for discussions of the Strategic Fiber Transaction and the potential impact to the growth of our Fiber segment as well as the previously announced small cell node cancellations. Transaction.
RewordedRisk Factors
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The quality of our performance on such construction projects depends in large part upon our ability to manage (1) the associated tenant relationship and (2) the project itself by timely deploying and properly managing appropriate internal and external project resources.
RewordedRisk Factors
RewordedRisk Factors
During both 2023 2024 and 2024, 2025, due primarily to our discontinuation of installation services as a Towers towers product offering previously announced in July 2023, services and other revenues decreased by 36% 54% and 53%, 49%, respectively, when compared to years year ended December 31, 2022 and 2023, respectively. 2023.
RewordedRisk Factors
Economic conditions and the credit markets have historically experienced, and may continue to experience, periods of volatility, uncertainty, or weakness that could impact (1) the availability or cost of debt financing, including any refinancing of the obligations described above, (2) our ability to draw the full amount of our $7.0 billion senior unsecured revolving credit facility under our 2016 Credit Facility ("2016 Revolver"), that, as of March 12, 2025, February 19, 2026, had $7.0 $5.2 billion of undrawn availability, or (3) our ability to issue the full amount of the $2.0 billion commercial paper notes ("Commercial Paper Notes") under our unsecured commercial paper program ("CP Program"), that, as of March 12, 2025, February 19, 2026, had $1.1 $1.9 billion outstanding.
RewordedRisk Factors
We expect an additional impact of approximately $45 $40 million in aggregate Fiber non-renewals to occur in 2025 2026 and in subsequent years. years, until the closing of the Strategic Fiber Transaction.
RewordedRisk Factors
The actions associated with the 2024 Restructuring Plan and related charges were substantially completed and recorded by December 31, 2024, while the payments are expected to be were substantially completed for the employee headcount reduction in 2025 and are expected to be completed for office closures in by 2033.
RewordedRisk Factors
AddedMD&A
Following the classification of the Fiber Business as discontinued operations, we have one reportable segment that constitutes consolidated results of our tower operations. See notes 3 and 15 to our consolidated financial statements for a discussion of discontinued operations and our operating segment. Unless otherwise noted, all activities and amounts reported in this document relate to continuing operations and exclude activities and amounts related to discontinued operations.
AddedMD&A
◦We expect to continue to construct and acquire new towers that we expect will generate future cash flow growth and attractive long-term returns by adding tenants to those assets over time.
AddedMD&A
◦We expect to continue to acquire land interests relating to land under our towers.
AddedMD&A
•In January 2026, we delivered a notice of default and termination to DISH relating to our Master Lease Agreement and underlying agreements with DISH as a result of DISH failing to make required payments and defaulting on its obligations under the agreements. As a result of the termination, we assert in the notice that DISH owes us all remaining payments under the agreements, which total in excess of $3.5 billion. Our 2026 Outlook does not include any revenues from DISH.
AddedMD&A
•In February 2026, we initiated a restructuring plan ("2026 Restructuring Plan") as part of our efforts to enhance the efficiency and effectiveness of our tower business.
AddedMD&A
•Following the closure of the Strategic Fiber Transaction, which is expected to occur in the first half of 2026, we expect to use the proceeds from the sale to repurchase approximately $1 billion of shares and approximately $7 billion of debt.
AddedMD&A
◦As a result of the expected $7 billion repayment of debt, our 2026 interest expense is expected to decrease.
AddedMD&A
(b)Includes $204 million of non-renewals associated with the T-Mobile and Sprint network consolidation.
AddedMD&A
Income (loss) from discontinuing operations before gain (loss) from disposal, net of tax, was $916 million during 2025 compared to $(5,065) million during 2024. The increase was primarily driven by the absence of a $106 million asset write-down charge and $5.0 billion goodwill impairment charge, both of which occurred in 2024. In addition, there was a decrease in depreciation, amortization and accretion related to the ceasing of depreciation and amortization of the Fiber Business long-lived assets classified as "held for sale."
AddedMD&A
Gain (loss) from disposal of discontinued operations was $(1.6) billion during 2025. The loss was primarily related to the classification during the first quarter of 2025 of the Fiber Business as "held for sale" and the additional investment in the Fiber Business during the remainder of 2025. The loss represents the excess of the carrying value of the Fiber Business over the purchase price, less estimated costs to sell.
AddedMD&A
Net income (loss) was $444 million during 2025 compared to $(3,903) million during 2024. The increase was primarily due to the change in income (loss) from discontinued operations, net of tax of $4.4 billion, primarily due to the absence of the previously mentioned $5.0 billion goodwill impairment charge recorded in 2024.
AddedMD&A
•Following the closure of the Strategic Fiber Transaction, which is expected to occur in the first half of 2026, we expect to use the proceeds from the sale to repurchase approximately $1 billion of shares and repay approximately $7 billion of debt. Future share repurchases are subject to the discretion and approval of our board of directors.
RemovedMD&A
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RewordedMD&A
Asset write-down charges 148 33 34 Goodwill impairment 4,958 — — 11 11 9 Acquisition and integration costs — — 1 2 Depreciation, amortization and accretion 1,738 1,754 1,707 690 736 787 Restructuring charges 109 85 — 70 73 Amortization of prepaid lease purchase price adjustments 16 15 16 16 Interest expense and amortization of deferred financing costs, net 972 932 850 699 (Gains) losses on retirement of long-term obligations — — 28 849 Interest income (19) (13) (20) (15) (3) Other (income) expense 28 6 10 (3) 26 5 (Benefit) provision for income taxes 24 26 16 18 21 Stock-based compensation expense, net 131 157 156 73 84 102 Net (gain) loss from disposal of discontinued operations, net of tax 659 5,065 (265) Adjusted EBITDA(a) $ 4,161 2,863 $ 4,415 3,035 $ 4,340 3,084
RewordedMD&A
The $65 million reduction in discretionary capital expenditures for our discontinued operations during 2025 compared to the Fiber segment same period in 2024 was primarily related to the higher return thresholds on new growth opportunities in the Fiber segment as a result of the review of the Fiber operating review Business completed in the second quarter of 2024, while the reduction in discretionary capital expenditures for the Towers segment was primarily impacted by the discontinuation of installation services as a Towers product offering and the timing of Towers tenant activity during full year 2024 compared to full year 2023. 2024.
RewordedMD&A
We define earnings before interest, taxes, depreciation, amortization Adjusted Services and accretion, as adjusted ("Adjusted EBITDA") Other Gross Margin as net income (loss) plus site rental costs of operations, selling, general and administrative expenses, restructuring charges (credits), asset write-down charges, goodwill impairment, acquisition and integration costs, depreciation, amortization and accretion, amortization of prepaid lease purchase price adjustments, interest expense and amortization of deferred financing costs, net, (gains) losses on retirement of long-term obligations, net (gain) loss on interest rate swaps, (gains) losses on foreign currency swaps, impairment of available-for-sale securities, interest income, other (income) expense, (benefit) provision for income taxes, net (income) loss from discontinued operations, (gain) loss on sale net of discontinued operations, tax, cumulative effect of a change in accounting principle, principle and stock-based compensation expense, net net, recorded in consolidated services and net (gain) loss from disposal other costs of discontinued operations, net of tax. less site rental revenues.
RewordedMD&A
We define earnings before interest, taxes, depreciation, amortization and accretion, as adjusted ("Adjusted EBITDA") Adjusted Site Rental Gross Margin as net income (loss) plus services and other costs of operations, selling, general and administrative expenses, restructuring charges (credits), asset write-down charges, goodwill impairment, acquisition and integration costs, depreciation, amortization and accretion, amortization of prepaid lease purchase price adjustments, interest expense and amortization of deferred financing costs, net, (gains) losses on retirement of long-term obligations, net (gain) loss on interest rate swaps, (gains) losses on foreign currency swaps, impairment of available-for-sale securities, interest income, other (income) expense, (benefit) provision for income taxes, net (income) loss from discontinued operations, (gain) loss on sale net of discontinued operations, tax, cumulative effect of a change in accounting principle, principle and stock-based compensation expense, net net, recorded in consolidated site rental costs of operations, less services and net (gain) loss from disposal of discontinued operations, net of tax. other revenues.
RewordedMD&A
The decrease in selling, general and administrative expenses was related to a decrease in legal and consulting expense, primarily related to our recent proxy contest in 2024, and a decrease in employee- and facility-related costs as a result of our aforementioned restructuring activities, which was partially offset by an increase in advisory fees, mostly stemming from our recent proxy contest activities of the 2023 and the Fiber strategic review. 2024 Restructuring Plans.
RewordedMD&A
RewordedMD&A
RewordedMD&A
Our liquidity uses over the next 12 months are expected to include (1) maturing debt obligations of $2.0 $4.7 billion (consisting of Commercial Paper Notes, the 1.350% 4.450% Senior Notes, the 3.700% Senior Notes, the 1.050% Senior Notes and principal payments on certain outstanding debt), (2) additional debt paydowns using the proceeds from the sale discussed above, (3) share repurchases as discussed above, (4) common stock dividend payments, subject to declaration by our board of directors (see "Item 7.
RewordedMD&A
Revenue Recognition. 97% 95% of our total revenue for 2024 2025 consisted of site rental revenues, which are recognized on a ratable basis over the fixed, non-cancelable term of the relevant tenant contract, generally between five to 15 years for site rental revenues derived from wireless tenants and generally between one to 20 years for site rental revenues derived from fiber solutions tenants, years, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of a tenant contract.
RewordedMD&A
During each the first quarter of the quarters in the year ended 2024, 2025, we paid a common stock dividend of $1.565 per share and during each of the following three quarters, we paid a common stock dividend of $1.0625 per share, totaling approximately $2.7 $2.1 billion.
RewordedMD&A
We are updating have updated our capital allocation framework to focus more on free cash flow generation and financial flexibility, which we currently expect primarily drove our decision to result reduce our dividend in a reduction to our dividend, beginning with our expected the second quarter 2025 dividend. of 2025.
RewordedMD&A
The decrease of $47 $219 million and $63 $231 million in Towers site rental revenue and Towers Adjusted Site Rental Gross Margin, respectively, was primarily due to higher non-renewals of $204 million as a result of the T-Mobile and Sprint network consolidation, as well as a decrease in prepaid rent amortization, amortization of $61 million, as new leasing activity and contractual cash escalators were substantially offset by a decline in the associated straight-line accounting adjustment.
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