EX-99.2 3 crowncastleincproforma.htm EX-99.2 Document

Exhibit 99.2

CROWN CASTLE INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Introduction

On May 1, 2026, Crown Castle Inc. ("Company") completed the previously announced sale of its Fiber segment, 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 cell business for aggregate cash proceeds of $8.5 billion, subject to certain closing adjustments ("Transaction"), pursuant to the terms and conditions of a stock purchase agreement, dated as of March 13, 2025.

As the aforementioned sale represents a material strategic shift for the Company, the Fiber Business' results of operations and net assets are presented as discontinued operations and comparable prior periods have been recast to reflect this change beginning with the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed on May 9, 2025.

The sale of the Fiber Business is considered a significant disposition for purposes of Item 2.01 of Form 8-K. Accordingly, the Company has prepared the unaudited pro forma condensed consolidated financial information presented below in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, of the rules and regulations of the U.S. Securities and Exchange Commission ("SEC").

Basis of Unaudited Proforma Condensed Consolidated Financial Information

The accompanying unaudited pro forma condensed consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2025, gives effect to the Transaction as if it had occurred on January 1, 2025. The accompanying unaudited pro forma condensed consolidated balance sheet gives effect to the Transaction as if it had occurred on December 31, 2025, the date of the Company's most recently filed balance sheet. This unaudited pro forma condensed consolidated financial information has been derived from the Company's historical consolidated financial statements and gives effect to the Transaction subject to the assumptions and adjustments described in the accompanying notes and are based on information presently available. The unaudited pro forma condensed consolidated financial information is presented for illustrative and informational purposes only and is not necessarily indicative of what the Company's results of operations or financial condition would have been had the Transaction been completed on the dates assumed or indicated, nor is it necessarily indicative of the Company's future results of operations or financial condition.

The unaudited pro forma condensed consolidated financial information should be read in conjunction with (i) the Company's historical audited consolidated financial statements and the accompanying notes, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 23, 2026 ("Form 10-K") and (ii) the Company's Current Report on Form 8-K, filed with the SEC on May 1, 2026, to which this exhibit relates.

The unaudited pro forma condensed consolidated financial information reflects the following transaction adjustments ("Transaction Adjustments") to give effect to the Transaction, based on available information and assumptions that the Company believes are reasonable at the filing date:
Adjustments required to record the estimated impact of the net cash proceeds received in connection with the Transaction;
The assumed repayment in full of the then-outstanding borrowings under the Company's senior unsecured revolving credit facility ("2016 Revolver") and senior unsecured term loan A facility ("2016 Term Loan A" and together with the 2016 Revolver, the "2016 Credit Facility") with a portion of the cash proceeds from the Transaction (see note 8 in the Form 10-K for additional information regarding such indebtedness and outstanding balances);
The elimination of net assets of the Fiber Business; and
The impact of the assumed repayment of indebtedness as it relates to interest expense.


CROWN CASTLE INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)
(Amounts in millions, except par values)
As of December 31, 2025
 
Historical (as reported)
Transaction Adjustments (Note 2)
Pro Forma
ASSETS 
Current assets:
Cash and cash equivalents$99 $6,247 
A
$6,346 
Restricted cash and cash equivalents170 — 170 
Receivables, net172 — 172 
Prepaid expenses79 — 79 
Current portion of deferred site rental receivables167 — 167 
Other current assets23 — 23 
Current assets of discontinued operations
434 (434)
C
— 
Total current assets1,144 5,813 6,957 
Deferred site rental receivables2,288 — 2,288 
Property and equipment
6,273 — 6,273 
Operating lease right-of-use assets5,473 — 5,473 
Goodwill5,127 — 5,127 
Deferred site rental receivables834 — 834 
Other intangible assets, net27 — 27 
Other assets, net61 — 61 
Non-current assets of discontinued operations
10,291 (10,291)
C
— 
Total assets$31,518 $(4,478)$27,040 
LIABILITIES AND EQUITY (DEFICIT) 
Current liabilities: 
Accounts payable$71 $— $71 
Accrued interest235 (1)
B
234 
Deferred revenues192 — 192 
Other accrued liabilities168 — 168 
Current maturities of debt and other obligations2,783 (91)
B
2,692 
Current portion of operating lease liabilities268 — 268 
Current liabilities of discontinued operations
762 (762)
C
— 
Total current liabilities4,479 (854)3,625 
Debt and other long-term obligations21,554 (1,911)
B
19,643 
Operating lease liabilities4,961 — 4,961 
Other long-term liabilities607 — 607 
Non-current liabilities of discontinued operations
1,552 (1,552)
C
— 
Total liabilities33,153 (4,317)28,836 
Stockholders' equity (deficit):
Common stock, $0.01 par value; 1,200 shares authorized; shares issued and outstanding: December 31, 2025—435
— 
Additional paid-in capital18,527 — 18,527 
Accumulated other comprehensive income (loss)(5)— (5)
Dividends/distributions in excess of earnings(20,161)(161)
D
(20,322)
Total equity (deficit)(1,635)(161)(1,796)
Total liabilities and equity (deficit)$31,518 $(4,478)$27,040 

See accompanying notes to the unaudited pro forma condensed consolidated financial information.


CROWN CASTLE INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS) (Unaudited)
(Amounts in millions, except per share amounts)
Year Ended December 31, 2025
Historical (as reported)
Transaction Adjustments (Note 2)
Pro Forma
Net revenues:
Site rental$4,049 $— $4,049 
Services and other215 — 215 
Net revenues4,264 — 4,264 
Operating expenses:
Costs of operations:(a)
Site rental992 — 992 
Services and other113 — 113 
Selling, general and administrative383 — 383 
Asset write-down charges11 — 11 
Depreciation, amortization and accretion690 — 690 
Total operating expenses2,189 — 2,189 
Operating income (loss)2,075 — 2,075 
Interest expense and amortization of deferred financing costs, net(972)85 
E
(887)
Interest income13 — 13 
Other income (expense)— 
Income (loss) from continuing operations before income taxes1,119 85 1,204 
Benefit (provision) for income taxes(16)— (16)
Income (loss) from continuing operations$1,103 $85 $1,188 
Income (loss) from continuing operations, per common share:
Income (loss) from continuing operations—basic
$2.53 $0.20 $2.73 
Income (loss) from continuing operations—diluted
$2.52 $0.19 $2.71 
Weighted-average common shares outstanding:
Basic435— 435
Diluted437— 437
(a)Exclusive of depreciation, amortization and accretion, shown separately.

See accompanying notes to the unaudited pro forma condensed consolidated financial information.


CROWN CASTLE INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Note 1: Basis of Presentation

The accompanying unaudited pro forma condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC on the basis described under the heading "Introduction."

Note 2: Transaction Adjustments

A) Reflects an adjustment to cash and cash equivalents equal to the estimated remaining net cash proceeds from the Transaction after giving effect to estimated purchase price adjustments of $124 million, estimated transaction and retention costs of $127 million, and the anticipated repayments of $2,002 million aggregate principal amount of indebtedness as further discussed in Transaction Adjustment (B) below. The estimated purchase price adjustments result in an incremental loss on disposal related to the Transaction that were not previously reflected in the Company's historical financial statements as of, and for the year ended, December 31, 2025. The Company anticipates using the remaining proceeds for general corporate purposes, including for potential further pay-downs and repurchases of indebtedness and repurchases of common stock outstanding. A reconciliation of the purchase price to the estimated remaining net cash proceeds reflected in the Transaction Adjustments is presented in the table below.

(In millions of dollars)
Description
Amount
Purchase price
$8,500 
Estimated purchase price adjustments
(124)
Estimated transaction and retention costs
(127)
Estimated repayments of indebtedness (a)
(2,002)
Remaining net cash proceeds
$6,247 
(a)The estimated repayments of indebtedness reflect principal balances outstanding as of December 31, 2025 related to the indebtedness described in Transaction Adjustment (B).

B) Reflects the elimination of indebtedness expected to be repaid immediately following the closing of the Transaction, comprising all then-outstanding indebtedness under the Company's 2016 Credit Facility. The adjustment also includes the removal of accrued interest associated with the 2016 Credit Facility recorded within "Accrued interest."

C) Reflects the removal of the assets and liabilities of the Fiber Business which were presented within discontinued operations on the Company's historical consolidated balance sheet as of December 31, 2025. For additional information regarding the composition of the Fiber Business's assets and liabilities as of December 31, 2025, refer to note 3 to the Form 10-K.

D) Reflects the impact on "Dividends/distributions in excess of earnings" resulting from the Transaction Adjustments described in notes (A), (B), and (C) above.

E) Reflects the expected reduction to interest expense resulting from the repayment of the Company's 2016 Credit Facility, assuming such repayments occurred on January 1, 2025. The interest expense reduction is based on actual interest expense incurred in 2025 for the 2016 Credit Facility as well as for indebtedness that was repaid using proceeds from the 2016 Credit Facility during 2025. There is no tax impact associated with this adjustment, as the Company's effective tax rate differs from the federal statutory rate predominately due to its REIT status, including the dividends paid deduction.