Slide 1: Driving Value Creation at a Pivotal Stage
The pathway to possible. Driving Value Creation at a Pivotal Stage May 2024
Slide 2: Cautionary Language Regarding Forward-Looking Statements
2 PAGE CAUTIONARY LANGUAGE REGARDING FORWARD - LOOKING STATEMENTS This presentation contains forward - looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995 . Statements that are not historical facts are hereby identified as forward - l
Slide 3: Executive Summary
3 PAGE Executive Summary Crown Castle is Taking Comprehensive Actions to Maximize Shareholder Value • The Crown Castle Board is taking decisive action and has been successfully executing a clear plan of transformative value - enhancing initiatives , including the finished CEO search, launch of the F
Slide 4: Crown Castle is Taking Comprehensive Actions to Maximize Shareholder Value
4 PAGE Crown Castle is Taking Comprehensive Actions to Maximize Shareholder Value
Slide 5: Crown Castle At A Glance
5 PAGE Crown Castle At A Glance $1.2 $1.5 $1.8 $1.9 $2.1 $2.4 $2.6 $2.7 22% 18% 7% 10% 13% 10% 5% 2016 2017 2018 2019 2020 2021 2022 2023 • Industry leading portfolio of 40k+ towers (2) primarily located in the highly attractive US market , with 71% of towers located in the 100 largest US BTAs • Hig
Slide 6: Total Return Performance Over Time
6 PAGE (5.4%) (19.2%) (9.8%) (2.7%) Total Return Performance Over Time Source: FactSet 1. Market data as of 5/1/2024; since 11/26/2023, the day prior to Elliott Management’s Open Letter to the Board 2. Unaffected date refers to periods prior to 2/19/2024, the day prior to Boots Capital’s Open Letter
Slide 7: Board and Management Taking Comprehensive Steps to Reposition and Maximize Value
7 PAGE Board and Management are Taking Comprehensive Steps to Reposition and to Maximize Value Creation Description Leadership Action Status Following a robust search process (including consultation with Russell Reynolds), the Board has finalized the appointment of tower industry veteran Steven Mosk
Slide 8: Steven Moskowitz, Our New President and CEO
8 PAGE Tower Industry Veteran Steven Moskowitz, Our New President and CEO, to Further Drive Value Creation Chief Executive Officer (2010 – 2012) • During his tenure as the CEO of NextG Networks, a provider of fiber - based distributed antennae systems (DAS), Steven successfully scaled the business:
Slide 9: Formed a Fiber Review Committee of the Board
9 PAGE Formed a “Fiber Review Committee” of the Board to Comprehensively Evaluate Strategy and Operations Broad Mandate Strategic Review: Evaluate strategic alternatives for separating all or part of the Fiber segment, including the potential sale, spin - off / split - off, JV or merger of the Fiber
Slide 10: Initial Findings from the Fiber Segment Strategic Review
10 PAGE Initial Findings from the Fiber Segment Strategic Review Crown Castle Has the Strategic Flexibility to Maximize Value Attractive Assets in Great Markets (1) Fiber Solutions • ~$13Bn near - net TAM, with meaningful opportunity to capture market share • Strong growth opportunity in the most at
Slide 11: Ongoing Commitment to Director Refreshment
11 PAGE Bradley Singer has an outstanding record as a business leader. He brings with him experience of public companies during periods of change, growth and significant financial outperformance - Ian Davis (Rolls - Royce, Chair) (2) Kevin's deep understanding of operating in a regulated environment
Slide 12: The Agreement with Elliott is a Strong Outcome for Shareholders
12 PAGE The Agreement with Elliott is a Strong Outcome for Shareholders and Further Advances our Refreshment In December 2023, Crown Castle signed a Cooperation Agreement with Elliott Management to enable collaborative alignment with our shareholders and allow the Company to continue to focus on exe
Slide 13: With the Right Board to Effectively Oversee Value Creation Efforts
13 PAGE With the Right Board to Effectively Oversee the Company’s Value Creation Efforts
Slide 14: Meaningful Refreshment of Leadership, Board Composition and Governance Since 2020
14 PAGE Meaningful Refreshment of Leadership, Board Composition and Governance Practices Since 2020 November 6, 2020 Added 2 independent Directors, with expertise in real estate and operations Tammy Jones, Matthew Thornton December 1, 2020 Added 1 independent Director with expertise in fiber and tel
Slide 15: Board Emphasis on Continual Refreshment
15 PAGE The Board Has Placed an Emphasis on Continual Refreshment, Focusing on Skills to Drive Value • In 2020, we announced meaningful enhancements to our corporate governance practices and committed to a robust Board refreshment plan. We committed to and have since fulfilled the following initiati
Slide 16: Crown Castle is Led by a Refreshed, Diverse Board
16 PAGE Crown Castle is Led by a Refreshed, Diverse and Highly Experienced Board … S Strategy Committee E CEO Search Committee F Fiber Review Committee N Nominating, Environmental, Social & Governance Committee Legend: Joined since 2020 Committee Chair A Audit Committee C Compensation Committee • Fo
Slide 17: Under the Leadership of a Seasoned Independent Chair
17 PAGE … Under the Strong, Disciplined Leadership of a Seasoned Independent Chair Two years ago in May 2022, members of the Board unanimously appointed P. Robert Bartolo as Independent Chair, maintaining separate Chair and CEO roles in line with best governance practices Source: Company filings and
Slide 18: 2024 Board Slate Telecommunications and Towers Expertise
18 PAGE Crown Castle’s 2024 Board Slate Possesses a Broad Array of Telecommunications and Towers Expertise Industry Experience in Telecom or Real Estate / REITs Operational Experience in Towers or Fiber Representative Involvement in Telecom Representative Involvement in Towers Four of our twelve nom
Slide 19: Commitment to Highest Standards of Corporate Governance
19 PAGE Commitment to Highest Standards of Corporate Governance and Oversight Source: Company filings; Company policies and organizational documents • Crown Castle is dedicated to being a leading communications infrastructure provider with best - in - class, evolving corporate governance practices a
Slide 20: Ted Miller is Attempting to Gain Control of Crown Castle
20 PAGE Ted Miller is Attempting to Gain Control of Crown Castle and Jeopardize the Clear Progress Underway
Slide 21: NESG Committee's Rationale for Recommending Against the Boots Nominees
21 PAGE NESG Committee’s Thorough Process and Rationale in Recommending “Against” the Boots Nominees Boots Capital’s director nominees offer nothing new to the Board and they do not possess overall additive experience or skillsets not already covered by current directors 1 The Board evaluated all no
Slide 22: Key Facts About Ted Miller
22 PAGE Key Facts About Ted Miller Source: Company filings, publicly available information and FactSet 1. TSR during Ted Miller’s tenure as CEO (from Crown Castle Nasdaq IPO on August 18, 1998 to August 20, 2001) 2. TSR during Ted Miller’s tenure as Chair (from June 1, 1999 to August 2, 2002) 3. Mar
Slide 23: Ted Miller's Self-Interested Goals
23 PAGE Ted Miller’s Self - Interested Goals are Not In - Line with Value Creation or Governance Best Practices • Goal #1: Recapturing Control of Crown Castle ‒ Despite owning only 0.18% of the Company’s shares, Miller is seeking to have himself, his family and friends represent over one - third of
Slide 24: Boots Seeks to Replace Relevant Expertise of Current Directors
24 PAGE Boots Seeks to Replace and Eliminate Significant Relevant Expertise Brought by Our Current Directors (4) Kevin Kabat (3) Cindy Christy (2) Ari Fitzgerald (1) P. Robert Bartolo x Track record of public company CEO experience from nearly ten years of service at Fifth Third Bancorp x Immense pu
Slide 25: Boots Capital's Family and Friends Slate Lacks Additive Skills
25 PAGE Boots Capital’s “Family and Friends” Slate Lacks Additive Skills to Oversee Strategy and Drive Value Source: Company filings and publicly available information The Case Against Boots Capital • Boots Capital has put forth no new or actionable ideas • The perspectives of Boots Capital’s nomine
Slide 26: Miller Has Obfuscated His Goals and Contradicted Himself
26 PAGE Miller Has Obfuscated His Goals and Contradicted Himself Repeatedly to Score Disingenuous Points Ted Miller and Boots’ Claimed Intention Ted Miller and Boots’ Actual and Demonstrated Actions Source: 1. Per Boots Capital Open Letter to the Board (February 20, 2024) 2. Per Ted Miller interview
Slide 27: Boots Capital's Shadow Fiber Sale Attempt is Not Real
27 PAGE Boots Capital’s Shadow Fiber Sale Attempt is Not Real and is Intentionally Misleading to Shareholders • Boots Capital had no access to private information which is the foundation of all M&A sale processes • Boots’ “sale process” has zero ability to accelerate the Company’s strategic review d
Slide 28: Every Near-Term Action in Miller's Plan is Already Under Consideration
28 PAGE Every Critical, Near - Term Action in Miller’s Plan is Already Under Consideration Crown Castle Fiber Review Committee & Board Actions Demands or Claims from Boots Capital Letter (1) CCI should adopt Boots work done to date into its committee structure / process (accelerate timeline by 6 mon
Slide 29: Vote FOR Value Creation by Supporting Crown Castle Nominees
29 PAGE Vote FOR Value Creation by Supporting Crown Castle Nominees at the 2024 Annual Meeting YOUR VOTE IS IMPORTANT! If you have any questions or need assistance in voting, please call the Company's proxy solicitor: at (877) 717 - 3904 (toll - free from the United States and Canada) or +1 (412) 23
Slide 30: Conclusion
30 PAGE Conclusion Crown Castle is Taking Comprehensive Actions to Maximize Shareholder Value • The Crown Castle Board is taking decisive action and has been successfully executing a clear plan of transformative value - enhancing initiatives , including the finished CEO search, launch of the Fiber s
Slide 31: Thank You
31 PAGE Thank You FOR FURTHER INFORMATION PLEASE CONTACT: Dan Schlanger , CFO Kris Hinson , VP & Treasurer Crown Castle Inc. 713 - 570 - 3050
Slide 32: Appendix A Supplemental Information
32 PAGE Appendix A Supplemental Information
Slide 33: Adjusted EBITDA Reconciliation
33 PAGE Consolidated ($MM) Net Income (Loss) 1,502 Adjustments to Increase (Decrease) Net Income (Loss) Asset Write-Down Charges 33 Acquisition and Integration Costs 1 Depreciation, Amortization and Accretion 1,754 Restructuring Charges 85 Amortization of Prepaid Lease Purchase Adjustments 16 Intere
Slide 34: Timeline of Engagement with Ted Miller & Boots Capital
34 PAGE Timeline of the Company’s Extensive Engagement with Ted Miller & Boots Capital Jul. Jan. Dec. Jul. 20: Miller met with Company 1 2023 2024 Event Description # Event Description # EVP Kelley had an in - person meeting with Miller to discuss his plans Miller met with representatives to solicit
Slide 35: Timeline of Engagement with Ted Miller & Boots Capital (cont'd)
35 PAGE The Board, management team, and external advisors have dedicated significant time and attention to engaging with Boots Capita l. Any suggestions by Ted Miller that the Company was unresponsive are misleading and simply not true – his goal is to regain control Timeline of the Company’s Extens
Slide 36: Appendix B Crown Castle Director Nominee Skills and Bios
36 PAGE Appendix B Crown Castle Director Nominee Skills and Bios
Slide 37: Crown Castle's Proposed Director Slate is Superior to Miller's Slate
37 PAGE Crown Castle’s Proposed Director Slate is Superior to Ted Miller’s Slate Boots Nominees Crown Castle Nominated Directors David Wheeler Charles Green Tripp Rice Ted Miller Matthew Thornton Kevin Stephens Bradley Singer Sunit Patel Kevin Kabat Tammy Jones Andrea Goldsmith Jason Genrich Ari Fit
Slide 38: Director Bio and Skills
38 PAGE Gained deep understanding of our business and the telecommunications industry, including business strategies around the deployment of towers, through his experience assessing companies in telecommunications and related industries while serving at T. Rowe Price as a Telecom, Tower & Cable ana
Slide 39: Director Bio and Skills
39 PAGE • Crown Castle (the Company) – Special Advisor (since April 2024) – Interim President and CEO (January 2024 – April 2024) • Verizon Communications , leading communications technology company and network provider – EVP and CTO (2010 – 2015) – Served in a variety of positions with Verizon Wire
Slide 40: Director Bio and Skills
40 PAGE • CTIA , trade association representing the U.S wireless communications industry – Director and Treasurer (since 2023) • Asurion, LLC , information technology company – President (since 2019) – President and COO (2014 – 2018) – President, Americas (2012 – 2014) – President, Sales, Marketing
Slide 41: Director Bio and Skills
41 PAGE • Hogan Lovells , global law firm – Partner (since 2001) and Leader, Communications, Internet & Media Practice • Federal Communications Commission ("FCC") , the independent communications regulatory agency of the U.S. government – Deputy Chief, International Bureau (2000 – 2001) – Legal Advi
Slide 42: Director Bio and Skills
42 PAGE • Elliott Investment Management , investment management company – Senior Portfolio Manager (since 2022) and Equity Partner (since 2024) – Portfolio Manager (2018 – 2022) – Analyst and Associate Portfolio Manager (2014 – 2018) • GTCR , private equity firm – Associate, Technology, Media and Te
Slide 43: Director Bio and Skills
43 PAGE • Princeton University – Dean of Engineering and Applied Science and Arthur LeGrand Doty Professor of Electrical and Computer Engineering (since 2020) • Stanford University – Stephen Harris Professor of Engineering (2012 - 2020) – Professor of Engineering (2007 – 2020) – Associate/Assistant
Slide 44: Director Bio: Experience and Education
44 PAGE Experience and Education Board Committee Involvement • Basis Investment Group , multi - strategy commercial real estate private equity investment platform – Founder and CEO (since 2009) • CWCapital , U.S. debt investment platform previously owned by CDPQ – Senior Managing Director, Head of C
Slide 45: Director Bio and Skills
45 PAGE • Fifth Third Bancorp , diversified financial services company – CEO and Vice Chairman of the Board (2012 – 2016) – CEO (2007 – 2012) – CEO and Chairman (2008 – 2010) – EVP (2003 – 2006) – President and CEO, Fifth Third Bank Michigan (2001 – 2003) • Old Kent Financial Corporation , bank hold
Slide 46: Director Bio and Skills
46 PAGE • Ibotta , a technology company that allows consumer packaged goods brands to deliver digital promotions to millions of consumers – CFO (since 2020) • T - Mobile USA , leading communications company and network provider – EVP, Merger and Integration (2018 – 2020) • CenturyLink (now Lumen Tec
Slide 47: Director Bio: Bradley E. Singer
47 PAGE Age: 57 Director Since: 2024 Other Public Company Directorships: • Redfin Corporation (since 2022) • Sweetgreen, Inc. (since 2021) • Rolls - Royce Holdings plc (2016 – 2019) • Motorola Solutions, Inc. (2012 – 2016) • Citizens Communications Corp. (2005 – 2008) • Martha Stewart Living Omnimed
Slide 48: Director Bio and Skills
48 PAGE • Altice USA , provider of broadband communications and video services – EVP and President, Business Services Division (2015 – 2019) • Suddenlink Communications (acquired by Altice in 2015) , internet and cable provider – Served in multiple senior leadership positions, including as President
Slide 49: Director Bio and Skills
49 PAGE • FedEx Corporation , leading transportation, ecommerce and services company – EVP and COO, FedEx Freight Corporation (2018 – 2019) – SVP, U.S. Operations, Federal Express, a subsidiary (2006 – 2018) – SVP, Air, Ground and Freight Services, FedEx Express (2004 – 2006) – Vice President, Regio