--- ticker: CCI company: Crown Castle Inc. filing_type: 10-K year_current: 2024 year_prior: 2023 risks_added: 4 risks_removed: 0 risks_modified: 3 risks_unchanged: 22 source: SEC EDGAR url: https://riskdiff.com/cci/2024-vs-2023/ markdown_url: https://riskdiff.com/cci/2024-vs-2023/index.md generated: 2026-05-11 --- # Crown Castle Inc.: 10-K Risk Factor Changes 2024 vs 2023 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-05-11 > All data extracted directly from official filings. No hallucinated content. > **[AI-Generated Summary]** The paragraph below was produced by a language > model and may contain errors. All other content on this page is deterministically > extracted from the original SEC filing. > Crown Castle added four new risk factors in 2024 focused on strategic and operational uncertainty, including risks related to its strategic alternatives review process, management transitions, business restructuring effectiveness, and activist shareholder actions. Three existing risk factors were substantively modified, including those addressing volatility in the services business, certifications, and employee recruitment and retention. The company removed no risk factors from its 2023 disclosure. --- ## Summary | Status | Count | |--------|-------| | New risks added | 4 | | Risks removed | 0 | | Risks modified | 3 | | Unchanged | 22 | --- ## New in Current Filing: Our review of potential strategic alternatives may not result in an executed or consummated transaction or other strategic alternative, and the process of reviewing strategic alternatives or the outcome could adversely affect our business. There is no guarantee that any transaction resulting from the strategic review will ultimately benefit our shareholders. In December 2023, our board of directors established a Fiber Review Committee to oversee and direct the review of strategic and operational alternatives that may be available to us with respect to our Fiber business, including potential sale, merger, spin-off, joint-venture and financing transactions, as well as a range of other strategic and operational opportunities for improved value-creation. There is no assurance that the process will result in the approval or completion of any specific transaction or outcome. We are actively working with financial advisors and legal counsel in this strategic review process. The process of reviewing potential strategic and operational alternatives is time consuming and costly and may divert management's attention. It may also be disruptive to our business operations and long-term planning, which may cause concern to our current or potential investors, customers, employees, strategic partners, vendors and other stakeholders and may have a material impact on our operating results or result in increased volatility in our stock price. Any potential transaction or other strategic alternative would be dependent on a number of factors that may be beyond our control, including, among other things, market conditions, industry trends, regulatory approvals, and the availability of financing for a potential transaction on favorable terms. There can be no assurance that any potential transaction or other strategic alternative will be successfully implemented, achieve the intended benefits or provide greater value to our stockholders 14 14 14 than that reflected in the current price of our common stock. Until the review process is concluded, perceived uncertainties related to our future may result in the loss of potential business opportunities, volatility in the market price of our common stock and difficulty attracting and retaining qualified talent and business partners. --- ## New in Current Filing: Changes to management, including turnover of our top executives, could have an adverse effect on our business. Our business has experienced significant executive management changes. In December 2023, we announced the departure of Jay A. Brown, our President and Chief Executive Officer ("CEO"), the appointment of Anthony J. Melone, a member of our board of directors, to serve as an interim President and CEO, and the creation of an ad hoc CEO Search Committee of the board of directors to conduct a search for our next CEO. The timeline for identifying and integrating a new CEO is currently unknown. We must timely hire a new CEO, successfully integrate the new executive and smoothly transition that person into their new role within our organization to achieve our long-term operating objectives. In addition, we have experienced the departure and transition of leadership in our Towers organization. These leadership changes may be inherently difficult to manage and may hamper our ability to meet our financial and operational goals as new management becomes familiar with their roles and the business. Such changes may also result in added costs, uncertainty concerning our future direction, decreased employee morale, and the loss of personnel with deep institutional knowledge and industry relationships. Any of the foregoing could result in significant disruptions to our operations and impact our ability to execute on our strategy and pursue strategic initiatives. Further, we have increased our dependency on the remaining members of our executive management team to facilitate a smooth transition in leadership roles. Since our executive officers are at-will employees, they could terminate their employment with us at any time, and any such departure could be particularly disruptive in light of the recent leadership changes. If we are unable to mitigate these or other similar risks, our business, results of operations and financial condition may be adversely affected. --- ## New in Current Filing: Actions that we are taking to restructure our business in alignment with our strategic priorities may not be as effective as anticipated. In July 2023, we initiated the Plan as part of our efforts to reduce costs to better align our operational needs with lower tower activity. The Plan included reducing our total employee headcount by approximately 15%, discontinuing installation services as a Towers product offering, and consolidating office space. As a result of the foregoing actions, we incurred $85 million of restructuring charges in 2023. We expect to incur an additional approximately $14 million of related charges during the first half of 2024, primarily related to the office space consolidation. The actions announced in July 2023 associated with the Plan and related charges are expected to be substantially completed and recorded by June 30, 2024 while the payments are expected to be completed for the employee headcount reduction and office space consolidation in 2024 and 2032, respectively. In addition, we may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur, including in connection with the execution of these actions. We have made certain assumptions in estimating the 19 19 19 anticipated savings we expect to achieve under the Plan, which include the estimated savings from the elimination of certain headcount and the consolidation of office space. These assumptions may turn out to be incorrect due to a variety of factors. In addition, our ability to realize the expected benefits from the Plan is subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. As such, we may not realize, in full or in part, or sustain, the anticipated benefits from the Plan or do so within the expected time frame, and anticipated benefits may not be adequate to meet our long-term profitability and operational expectations. Furthermore, the Plan may result in unintended consequences, including: •employee attrition beyond the intended reduction in force; •damage to our corporate culture and decreased employee morale and productivity among our remaining employees; •diversion of management attention; •adverse effects to our reputation as an employer (which could make it more difficult for us to hire new employees in the future); •loss of institutional knowledge and expertise of departing employees; •inability to timely and efficiently scale our workforce in response to shifting demand in our business; and •potential failure or delays to meet operational and growth targets due to the loss of qualified employees. If we experience any of these adverse consequences, the Plan and other strategic initiatives may not achieve or sustain their intended benefits, or the benefits, even if achieved, may not be adequate to meet our long-term profitability and operational expectations, which could adversely affect our business, results of operations and financial condition. --- ## New in Current Filing: Actions of activist stockholders could impact the pursuit of our business strategies and adversely affect our results of operations, financial condition, or stock price. We have been, and may in the future be, subject to activities initiated by activist stockholders. In December 2023, we entered into a Cooperation Agreement ("Cooperation Agreement") with Elliott Investment Management L.P., Elliott Associates, L.P. and Elliott International, L.P. (collectively, "Elliott"). Pursuant to the Cooperation Agreement, we agreed, among other things, (1) to promptly appoint Jason Genrich and Sunit Patel as members of the board of directors, with an initial term expiring at the Company's 2024 Annual Meeting of Stockholders, (2) to establish a Fiber Review Committee to conduct a strategic and operational review of our Fiber business and (3) to establish a CEO Search Committee to conduct a search for the next CEO of our company. In addition, another activist investor has notified us of its intent to nominate a slate of nominees to stand for election as directors at our 2024 Annual Meeting of Stockholders in opposition to the nominees recommended by our board of directors. We strive to maintain constructive, ongoing communications with all stockholders, and we welcome constructive input from all stockholders toward the shared goal of enhancing long-term stockholder value. Nonetheless, we may not be successful in engaging constructively with one or more stockholders, and any resulting activist campaign that contests, or seeks to change, our strategic direction or business mix could have an adverse effect on us because: (1) responding to actions by activist stockholders could disrupt our business and operations, be costly or time-consuming, or divert the attention of our board of directors or management from the pursuit of business strategies, which could adversely affect our results of operations or financial condition; (2) perceived uncertainties as to our future direction may lead to the perception of a change in the direction of the business, instability, or lack of continuity, any of which may be exploited by our competitors, cause concern to our current or potential customers, cause concern in the minds of our employees and make it more difficult to attract and retain qualified personnel; and (3) these types of actions could cause significant fluctuations in our share price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business. 20 20 20 --- ## Modified: Our services business has historically experienced significant volatility in demand, which reduces the predictability of our results. **Key changes:** - Reworded sentence: "Our services business is generally driven by demand for our communications infrastructure and may be adversely impacted by various factors, including: •competition; •the timing, mix and amount of tenant network investments; •the rate and volume of tenant deployment plans; •unforeseen delays or challenges relating to work performed; •economic weakness or uncertainty; •labor availability and productivity; •availability of key components; •our market share; and •changes in the size, scope, or volume of work performed." **Prior (2023):** The operating results of our services business for any particular period may experience significant fluctuations given its non-recurring nature and should not necessarily be considered indicative of longer-term results for this activity. Our services business is generally driven by demand for our communications infrastructure and may be adversely impacted by various factors, including: •competition; •the timing, mix and amount of tenant network investments; •the rate and volume of tenant deployment plans; •unforeseen delays or challenges relating to work performed; •economic weakness or uncertainty; •labor availability and productivity; •our market share; and •changes in the size, scope, or volume of work performed. 16 16 16 **Current (2024):** The operating results of our services business for any particular period may experience significant fluctuations given its non-recurring nature and should not necessarily be considered indicative of longer-term results for this activity. Our services business is generally driven by demand for our communications infrastructure and may be adversely impacted by various factors, including: •competition; •the timing, mix and amount of tenant network investments; •the rate and volume of tenant deployment plans; •unforeseen delays or challenges relating to work performed; •economic weakness or uncertainty; •labor availability and productivity; •availability of key components; •our market share; and •changes in the size, scope, or volume of work performed. During 2023, due primarily to a decline in tenant activity, services and other revenues decreased by 36% compared to the year ended December 31, 2022. In July 2023, we announced the discontinuation of installation services as a Towers product offering while continuing to offer site development services on our towers. See note 16 to our consolidated financial statements and "Item 7. MD&A - General Overview - Highlights of Business Fundamentals and Results" for further discussion of our July 2023 restructuring activities. --- ## Modified: Certifications **Key changes:** - Reworded sentence: "We submitted the CEO certification required by Section 303A.12(a) of the New York Stock Exchange ("NYSE") Listed Company Manual, relating to compliance with the NYSE's corporate governance listing standards, to the NYSE on May 25, 2023 with no qualifications." **Prior (2023):** We submitted the Chief Executive Officer certification required by Section 303A.12(a) of the New York Stock Exchange ("NYSE") Listed Company Manual, relating to compliance with the NYSE's corporate governance listing standards, to the NYSE on May 26, 2022 with no qualifications. We have included the certifications of our Chief Executive Officer and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002 and related rules as Exhibits 31.1 and 31.2 to this 2022 Form 10-K. 23 23 23 **Current (2024):** We submitted the CEO certification required by Section 303A.12(a) of the New York Stock Exchange ("NYSE") Listed Company Manual, relating to compliance with the NYSE's corporate governance listing standards, to the NYSE on May 25, 2023 with no qualifications. We have included the certifications of our CEO and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002 and related rules as Exhibits 31.1 and 31.2 to this 2023 Form 10-K. 25 25 25 --- ## Modified: Failure to attract, recruit and retain qualified and experienced employees could adversely affect our business, operations and costs. **Key changes:** - Reworded sentence: "We have encountered a competitive labor market for experienced talent in our industry due, in part, to macroeconomic conditions." **Prior (2023):** Our ability to sustain and grow our business and execute on our strategy requires us, in part, to attract, recruit and retain qualified and experienced employees, including key management personnel and other talent. We have experienced an extremely competitive labor market that continues to tighten due to macroeconomic conditions and elevated levels of turnover stemming from the COVID-19 pandemic. To remain competitive, some employers are offering increased compensation and benefits and opportunities to work with greater flexibility, including remote work on a permanent basis. We currently operate under a hybrid work model, meaning that the majority of our employees have the flexibility to work remotely for a portion of the workweek. As the competition for talent remains intense, we have experienced, and may continue to experience, increased costs to attract, recruit and retain necessary talent, including increased compensation, benefits or other employee-related costs. Our failure to successfully attract, recruit and retain key employees could adversely impact our business, operations, and costs. 18 18 18 **Current (2024):** Our ability to sustain and grow our business and execute on our strategy requires us, in part, to attract, recruit and retain qualified and experienced employees, including key management personnel and other talent. We have encountered a competitive labor market for experienced talent in our industry due, in part, to macroeconomic conditions. Our stock price decline has caused, and may continue to cause, a failure to achieve certain metrics on which vesting of our performance-based equity awards is based. If our total compensation package is not viewed as competitive, our ability to successfully attract, recruit and retain key employees could adversely impact our business, operations, and costs, which could result in the loss of institutional knowledge and expertise of departing employees. In addition, see " - Changes to management, including turnover of our top executives, could have an adverse effect on our business.", " - Actions that we are taking to restructure our business in alignment with our strategic priorities may not be as effective as anticipated." and " - Our review of potential strategic alternatives may not result in an executed or consummated transaction or other strategic alternative, and the process of reviewing strategic alternatives or the outcome could adversely affect our business. There is no guarantee that any transaction resulting from the strategic review will ultimately benefit our shareholders." for a discussion of the strategic and operational review, recent management changes, the recent reduction in force, and the potential adverse impact on our workforce therefrom. --- *Data sourced from SEC EDGAR. Last updated 2026-05-11.*