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 2021 Form 10-K.

General Overview

Overview

We own, operate and lease shared communications infrastructure that is
geographically dispersed throughout the U.S., including more than (1) 40,000
towers and (2) 80,000 route miles of fiber primarily supporting small cells and
fiber solutions.

Our towers have a significant presence in the top 100 basic trading areas
("BTAs"), and the majority of our small cells and fiber are located in major
metropolitan areas. Site rental revenues represented 90% of our first quarter
2022 consolidated net revenues. Our Towers segment and Fiber segment accounted
for 68% and 32%, respectively, of our first quarter 2022 site rental revenues.
Within our Fiber segment, 69% and 31% of our first quarter 2022 Fiber site
rental revenues related to fiber solutions and small cells, respectively. See
note 10 to our condensed consolidated financial statements. The vast majority of
our site rental revenues are of a recurring nature and are derived from
long-term tenant contracts with our tenants.

Strategy



As a leading provider of shared communications infrastructure in the U.S., our
strategy is to create long-term stockholder value via a combination of (1)
growing cash flows generated from our existing portfolio of communications
infrastructure, (2) returning a meaningful portion of our cash generated by
operating activities to our common stockholders in the form of dividends and (3)
investing capital efficiently to grow cash flows and long-term dividends per
share. Our strategy is based, in part, on our belief that the U.S. is the most
attractive market for shared communications infrastructure investment with the
greatest long-term growth potential. We measure our efforts to create "long-term
stockholder value" by the combined payment of dividends to stockholders and
growth in our per-share results. The key elements of our strategy are to:

•Grow cash flows from our existing communications infrastructure. We are focused
on maximizing the recurring site rental cash flows generated from providing our
tenants with long-term access to our shared infrastructure assets, which we
believe is the core driver of value for our stockholders. Tenant additions or
modifications of existing tenant equipment (collectively, "tenant additions")
enable our tenants to expand coverage and capacity in order to meet increasing
demand for data while generating high incremental returns for our business. We
believe our product offerings of towers and small cells provide a comprehensive
solution to our wireless tenants' growing network needs through our shared
communications infrastructure model, which is an efficient and cost-effective
way to serve our tenants. Additionally, we believe our ability to share our
fiber assets across multiple tenants to deploy both small cells and offer fiber
solutions allows us to generate cash flows and increase stockholder return.

•Return cash generated by operating activities to common stockholders in the
form of dividends. We believe that distributing a meaningful portion of our cash
generated by operating activities appropriately provides common stockholders
with increased certainty for a portion of expected long-term stockholder value
while still allowing us to retain sufficient flexibility to invest in our
business and deliver growth. We believe this decision reflects the translation
of the high-quality, long-term contractual cash flows of our business into
stable capital returns to common stockholders.

•Invest capital efficiently to grow cash flows and long-term dividends per
share. In addition to adding tenants to existing communications infrastructure,
we seek to invest our available capital, including the net cash generated by our
operating activities and external financing sources, in a manner that will
increase long-term stockholder value on a risk-adjusted basis. These investments
include constructing and acquiring new communications infrastructure that we
expect will generate future cash flow growth and attractive long-term returns by
adding tenants to those assets over time. Our historical investments have
included the following (in no particular order):

•construction of towers, fiber and small cells;
•acquisitions of towers, fiber and small cells;
•acquisitions of land interests (which primarily relate to land assets under
towers);
•improvements and structural enhancements to our existing communications
infrastructure;
•purchases of shares of our common stock from time to time; and
                                       17
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•purchases, repayments or redemptions of our debt.



Our strategy to create long-term stockholder value is based on our belief that
there will be considerable future demand for our communications infrastructure
based on the location of our assets and the rapid growth in the demand for data.
We believe that such demand for our communications infrastructure will continue,
will result in growth of our cash flows due to tenant additions on our existing
communications infrastructure, and will create other growth opportunities for
us, such as demand for newly constructed or acquired communications
infrastructure, as described above. Further, we seek to augment the long-term
value creation associated with growing our recurring site rental cash flows by
offering certain ancillary site development and installation services within our
Towers segment.

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
taxable income that is distributed to our stockholders.
•To remain qualified and taxed as a REIT, we will generally be required to
annually distribute to our stockholders at least 90% of our REIT taxable income,
after the utilization of our NOLs (determined without regard to the dividends
paid deduction and excluding net capital gain).
•See note 6 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 communications
infrastructure 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, including the use of both towers and small cells, (6) the adoption of
other bandwidth-intensive applications (such as cloud services 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) by utilizing a
combination of towers and small cells. We believe our product offerings of
towers and small cells provide a comprehensive solution to our wireless tenants'
growing communications infrastructure needs.
•We expect organizations will continue to increase the usage of high-bandwidth
applications that will require the utilization of more fiber infrastructure and
fiber solutions, such as those we provide.
•Within our Fiber segment, we are able to generate growth and returns for our
stockholders by deploying our fiber for both small cells and fiber solutions
tenants.
•Tenant additions on our existing communications infrastructure are achieved at
a low incremental operating cost, delivering high incremental returns.
•Substantially all of our communications infrastructure can accommodate
additional tenancy, either as currently constructed or with appropriate
modifications.
•Investing capital efficiently to grow long-term dividends per share (see also
"Item 2. MD&A-General Overview-Strategy")
•Discretionary capital expenditures of $260 million for the three months ended
March 31, 2022, predominately resulting from the construction of new
communications infrastructure and improvements to existing communications
infrastructure in order to support additional tenants.
•We expect to continue to construct and acquire new communications
infrastructure based on our tenants' needs and generate attractive long-term
returns by adding additional tenants over time.
•Site rental revenues under long-term tenant contracts
•Initial terms of five to 15 years for site rental revenues derived from
wireless tenants, with contractual escalations and multiple renewal periods,
exercisable at the option of the tenant, of five to 10 years each.
•On January 6, 2022, we entered into a 12-year agreement with T-Mobile
("T-Mobile Agreement), which includes contracted new tower leasing activity and
a base escalator that is consistent with historical levels for our Towers
segment. The T-Mobile Agreement also includes a contractual commitment by
T-Mobile for 35,000 new small cell nodes, including specific commitments in each
of the next five years.
•Initial terms that generally vary between three to 20 years for site rental
revenues derived from our fiber solutions tenants (including from organizations
with high-bandwidth and multi-location demands).
                                       18
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•Weighted-average remaining term of approximately five years, exclusive of
renewals exercisable at the tenants' option, currently representing
approximately $42 billion of expected future cash inflows.
•Majority of our revenues from large wireless carriers
•Approximately three-fourths of our site rental revenues were derived from
T-Mobile, AT&T and Verizon Wireless for the three months ended March 31, 2022.
•Majority of land under our towers under long-term control
•Approximately 90% of our Towers site rental gross margin and approximately 80%
of our Towers site rental gross margin is 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 represent
approximately 40% of our Towers site rental gross margin.
•Majority of our fiber assets are located in major metropolitan areas and are on
public rights-of-way.
•Minimal sustaining capital expenditure requirements
•Sustaining capital expenditures represented approximately 1% of net revenues.
•Debt portfolio with long-dated maturities extended over multiple years, with
the vast majority of such debt having a fixed rate (see note 4 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 March 31, 2022, our outstanding debt had a weighted-average interest rate
of 3.0% and weighted-average maturity of approximately nine years (assuming
anticipated repayment dates on our outstanding Tower Revenue Notes).
•85% of our debt has fixed rate coupons.
•Our debt service coverage and leverage ratios are within their respective
financial maintenance covenants.
•During 2022, we completed the following financing activities (see note 4 to our
condensed consolidated financial statements)
•In March 2022, we increased the size of our CP Program to permit the issuance
of Commercial Paper Notes in an aggregate principal amount not to exceed $2.0
billion at any time outstanding. Notes under the CP Program may be issued,
repaid and re-issued from time to time.
•In March 2022, we issued $750 million aggregate principal amount of 2.900%
senior unsecured notes due 2027 ("March 2022 Senior Notes"). We used the net
proceeds from the March 2022 Senior Notes offering to repay a portion of the
outstanding indebtedness under our CP Program and pay related fees and expenses.
•In March 2022, we (1) prepaid in full the previously outstanding Tower Revenue
Notes, Series 2018-1 and (2) redeemed in full the previously outstanding 3.849%
Secured Notes.
•Significant cash flows from operations
•Net cash provided by operating activities was $558 million for the three months
ended March 31, 2022.
•In addition to the positive impact of contractual escalators, we expect to grow
our core business of providing access to our communications infrastructure as a
result of future anticipated additional demand for our communications
infrastructure.
•Returning cash flows provided by operations to stockholders in the form of
dividends
•During the first quarter of 2022, we paid a common stock dividend of $1.47 per
share, totaling approximately $650 million.
•We currently expect our common stock dividends over the next 12 months to be a
cumulative amount of at least $5.88 per share, or an aggregate amount of
approximately $2.5 billion.
•Over time, we expect to increase our dividend per share generally commensurate
with our growth in cash flows. Any future common stock dividends are subject to
declaration by our board of directors. See note 9 to our condensed consolidated
financial statements for further information regarding our common stock and
dividends.

Outlook Highlights



The following are certain highlights of our full year 2022 outlook that impact
our business fundamentals described above.
•We expect that, when compared to full year 2021, our full year 2022 site rental
revenue will be positively impacted by tenant additions, as large wireless
carriers and fiber solutions tenants continue to focus on meeting the increasing
demand for data.
•We expect to continue to invest a meaningful amount of our available capital in
the form of discretionary capital expenditures for 2022 based on the anticipated
returns on such discretionary investments.
•We also expect sustaining capital expenditures to remain approximately 2% of
net revenues for full year 2022, consistent with historical annual levels.
                                       19
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•We expect the T-Mobile Agreement to result in at least $250 million of
additional straight-lined revenues for the year ended December 31, 2022. See the
2021 Form 10-K for further discussion of the T-Mobile Agreement, including a
discussion of the future expected impact from the T-Mobile and Sprint network
consolidation contemplated in the T-Mobile Agreement.

COVID-19



We do not believe that COVID-19 had a material impact on our financial position,
results of operations and cash flows during the three months ended March 31,
2022. Given the Company's access to various sources of liquidity and no near
term debt maturities other than Commercial Paper Notes and principal payments on
amortizing debt, we currently anticipate that we will be able to maintain
sufficient liquidity as we manage through the current environment. See also
"Item 2. MD&A-Liquidity and Capital Resources-Liquidity Position" and "Item 1A.
Risk Factors" of the 2021 Form 10-K.

We have reopened our offices during the first quarter of 2022. We will continue
to actively monitor health and safety concerns relating to COVID-19 and may take
further actions as may be required by governmental authorities or advised by
public health officials or that we determine are in the best interests of our
employees, tenants, business partners and stockholders.

Results of Operations

The following discussion of our results of operations should be read in conjunction with our condensed consolidated financial statements and the 2021 Form 10-K.



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 2021
Form 10-K). See "Item 2. MD&A-Accounting and Reporting Matters-Non-GAAP and
Segment Financial Measures" for a discussion of our use of (1) segment site
rental gross margin, (2) segment services and other gross margin, (3) segment
operating profit, including their respective definitions, and (4) Adjusted
EBITDA, including its definition, and a reconciliation to income (loss) from
continuing operations.

Our operating segments consist of (1) Towers and (2) Fiber. See note 10 to our condensed consolidated financial statements for further discussion of our operating segments.

Highlights of our results of operations for the three months ended March 31, 2022 and 2021 are depicted below.



                                                          Three Months Ended March 31,
(In millions of dollars)                              2022                             2021               $ Change            % Change
Site rental revenues:
Towers site rental revenues                          $1,075                            $895                 +$180               +20%
Fiber site rental revenues                            $501                             $474                 +$27                 +6%
Total site rental revenues                           $1,576                           $1,369                +$207               +15%
Segment site rental gross margin:
Towers site rental gross margin(a)                    $850                             $683                 +$167               +24%
Fiber site rental gross margin(a)                     $339                             $313                 +$26                 +8%
Segment services and other gross margin:
Towers services and other gross margin(a)              $54                             $35                  +$19                +54%
Fiber services and other gross margin(a)               $1                               $2                  $(1)                (50)%
Segment operating profit:
Towers operating profit(a)                            $876                             $693                 +$183               +26%
Fiber operating profit(a)                             $293                             $270                 +$23                 +9%
Income (loss) from continuing operations              $421                             $121                 +$300               +248%
Net income (loss)                                     $421                             $58                  +$363               +626%
Adjusted EBITDA(b)                                   $1,095                            $897                 +$198               +22%




(a)See note 10 to our condensed consolidated financial statements and "Item 2.
MD&A-Accounting and Reporting Matters-Non-GAAP and Segment Financial Measures"
for further discussion of our definitions of segment site rental gross margin,
segment services and other gross margin and segment operating profit.
                                       20
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(b)See reconciliation of this non-GAAP financial measure to income (loss) from
continuing operations and definition included in "Item 2. MD&A-Accounting and
Reporting Matters-Non-GAAP and Segment Financial Measures."

Site rental revenues grew $207 million, or 15%, for the three months ended March 31, 2022 compared to the three months ended March 31, 2021. This growth was predominately comprised of the factors depicted in the chart below:

(In millions of dollars)


                     [[Image Removed: cci-20220331_g2.jpg]]


(a)Represents site rental revenues growth from tenant additions across our
entire portfolio 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)Prepaid rent amortization includes amortization of up-front payments received
from long-term tenant contracts and other deferred credits.
(c)Represents the contribution from recent acquisitions until the one-year
anniversary of the acquisition.

Towers site rental revenues for the first quarter of 2022 were $1.1 billion and
increased by $180 million, or 20%, from $895 million during the same period in
the prior year. The increase in Towers site rental revenues was impacted by the
following items, inclusive of straight-line accounting (including the impact of
the T-Mobile Agreement): tenant additions across our entire portfolio, renewals
or extensions of tenant contracts, escalations and non-renewals of tenants
contracts. Tenant additions were influenced by our tenants' ongoing efforts to
improve network quality and capacity.

Fiber site rental revenues for the first quarter of 2022 were $501 million and
increased by $27 million, or 6%, from $474 million during the same period in the
prior year. The increase in Fiber site rental revenues was predominately
impacted by the increased demand for small cells and fiber solutions. Increased
demand for small cells was driven by our tenants' network strategy in an effort
to provide capacity and relieve network congestion, and increased demand for
fiber solutions was driven by increasing demand for data.

The increase in Towers site rental gross margin from the first quarter of 2021
to the first quarter of 2022 was related to the previously-mentioned 20%
increase in Towers site rental revenues and relatively fixed costs to operate
our towers.

Towers services and other gross margin was $54 million for the first quarter of
2022 and increased by $19 million from $35 million during the same period in the
prior year, which is a reflection of the increased 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 contracts.

Selling, general and administrative expenses for the first quarter of 2022 were
$181 million and increased by $17 million, or 10%, from $164 million during the
same period in the prior year. The increase in selling, general and
administrative expenses was primarily related to the growth in our business.
                                       21
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Towers operating profit for the first quarter of 2022 increased by $183 million,
or 26%, from the same period in the prior year. The increase in Towers operating
profit was primarily related to the growth in our Towers site rental revenues
and relatively fixed costs to operate our towers as well as the
previously-mentioned increase in Towers services and other gross margin.

Fiber operating profit increased by $23 million, or 9% for the first quarter of
2022 from the same period in the prior year. The increase in Fiber operating
profit was primarily related to the previously-mentioned growth in our Fiber
site rental revenues.

Depreciation, amortization and accretion was approximately $420 million for
first quarter of 2022 and increased by $12 million, or 3% during the same period
in the prior year. This increase predominately resulted from a corresponding
increase in our gross property and equipment due to capital expenditures.

Interest expense and amortization of deferred financing costs were $164 million
for the first quarter of 2022 and decreased by $6 million, or 4%, from $170
million during the same period in the prior year. The decrease predominately
resulted from a reduction in the weighted-average interest rate on our debt as a
result of our refinancing activities. See note 4 to our condensed consolidated
financial statements and "Item 3. Quantitative and Qualitative Disclosures About
Market Risk" for a further discussion of our debt.

As a result of repaying certain of our indebtedness in conjunction with our refinancing activities, we incurred losses on retirement of long-term obligations of $26 million and $143 million during the first quarter of 2022 and 2021, respectively. See note 4 to our condensed consolidated financial statements.



For the first quarter of 2022 and 2021, the effective tax rate differs from the
federal statutory rate predominately due to our REIT status, including the
dividends paid deduction.  See note 6 to our condensed consolidated financial
statements and also note 9 to our consolidated financial statements in the 2021
Form 10-K.

Income from continuing operations was $421 million during the first quarter of
2022 compared to $121 million during the first quarter of 2021. The increase was
predominately related to (1) growth in our site rental activities in both our
Towers and Fiber segments, (2) decrease in losses on retirement of long-term
obligations and (3) the previously-mentioned increase in Towers services
activity, partially offset by an increase in expenses, including (1) selling,
general and administrative expenses and (2) depreciation, amortization and
accretion.

Loss from discontinued operations, net of tax, was $63 million during the first quarter of 2021 due to the ATO Settlement. See note 9 to our consolidated financial statements in the 2021 Form 10-K.



Net income was $421 million during the first quarter of 2022 compared to $58
million during the first quarter of 2021. The increase was due to (1) the
previously-mentioned increase in income from continuing operations and (2) the
previously-mentioned loss from discontinued operations, net of tax, recorded
during the first quarter of 2021.

Adjusted EBITDA increased $198 million, or 22%, from the first quarter of 2021 to the first quarter of 2022, reflecting the growth in our site rental activities in both our Towers and Fiber segments as well as the previously-mentioned increase in Towers services activity.

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 (1) the largest U.S.
wireless carriers and (2) fiber solutions tenants. As a leading provider of
shared communications infrastructure in the U.S., our strategy is to create
long-term stockholder value via a combination of (1) growing cash flows
generated from our portfolio of communications infrastructure, (2) returning a
meaningful portion of our cash generated by operating activities to our
stockholders in the form of dividends, and (3) investing capital efficiently to
grow cash flows and long-term dividends per share. Our strategy is based, in
part, on our belief that the U.S. is the most attractive market for shared
communications infrastructure investment with the greatest long-term growth
potential. We measure our efforts to create "long-term stockholder value" by the
combined payment of dividends to stockholders and growth in our per share
results.

We have engaged, and expect to continue to engage, in discretionary investments that we believe will maximize long-term stockholder value. Our historical discretionary investments include (in no particular order): constructing communications


                                       22
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infrastructure, acquiring communications infrastructure, acquiring land
interests (which primarily relate to land assets under towers), improving and
structurally enhancing our existing communications infrastructure, purchasing
shares of our common stock, and purchasing, repaying, or redeeming our debt. We
have recently spent, and expect to continue to spend, a significant percentage
of our discretionary investments on the construction of small cells and fiber.
We seek to fund our discretionary investments with both net cash generated by
operating activities and cash available from financing capacity, such as the use
of our undrawn availability from the 2016 Revolver, issuances under our CP
Program, debt financings and issuances of equity or equity-related securities,
including under our 2021 ATM Program.

We seek to maintain a capital structure that we believe drives long-term
stockholder value and optimizes our weighted-average cost of capital. We target
a leverage ratio of approximately five times Adjusted EBITDA, subject to various
factors, such as the availability and cost of capital and the potential
long-term return on our discretionary investments. We may choose to increase or
decrease our leverage from this target for various periods of time. We have no
significant contractual debt maturities until 2023 (other than Commercial Paper
Notes that may be outstanding from time to time and principal payments on
certain outstanding debt).

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 6 to our condensed consolidated financial statements and also the 2021
Form 10-K.

Liquidity Position. The following is a summary of our capitalization and liquidity position as of March 31, 2022. See "Item 3. Quantitative and Qualitative Disclosures About Market Risk" and note 4 to our condensed consolidated financial statements for additional information regarding our debt, as well as note 9 to our condensed consolidated financial statements for additional information regarding our 2021 ATM Program.

(In millions of dollars)


   Cash, cash equivalents, and restricted cash(a)                       $   

482


   Undrawn 2016 Revolver availability(b)                                  

4,066


   Debt and other long-term obligations (current and non-current)(c)     21,126
   Total equity                                                           8,036




(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 the 2016 Credit Facility.
See the 2021 Form 10-K. At any point in time, we intend to maintain available
commitments under our 2016 Revolver in an amount at least equal to the amount of
outstanding Commercial Paper Notes.
(c)See "Item 2. MD&A-General Overview-Overview" and note 4 to our condensed
consolidated financial statements for further information regarding the CP
Program.

Over the next 12 months:
•Our liquidity sources may include (1) cash on hand, (2) net cash generated by
our operating activities, (3) undrawn availability under our 2016 Revolver, (4)
issuances under our CP Program, and (5) issuances of equity pursuant to our 2021
ATM Program. Our liquidity uses over the next 12 months are expected to include
(1) debt obligations of $1.1 billion (consisting of Commercial Paper Notes and
principal payments), (2) cumulative common stock dividend payments expected to
be at least $5.88 per share, or an aggregate amount of approximately $2.5
billion (see "Item 2. MD&A-Business Fundamentals and Results") and (3) capital
expenditures. We may also purchase shares of our common stock. Additionally,
amounts available under the CP Program may be repaid and re-issued from time to
time. During the next 12 months, while our liquidity uses are expected to exceed
our net cash provided by operating activities, we expect that our liquidity
sources described above should be sufficient to cover our expected uses.
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" and
note 4 to our condensed consolidated financial statements for a tabular
presentation of our debt maturities and a discussion of anticipated repayment
dates.
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