Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We are a leading independent owner and operator of wireless communications infrastructure, including tower structures, rooftops and other structures that support antennas used for wireless communications, which we collectively refer to as “towers” or “sites.” Our principal operations are in the United States and its territories. In addition, we own and operate towers in South America, Central America, Canada, and South Africa. Our primary business line is our site leasing business, which contributed 97.5% of our total segment operating profit for the nine months ended September 30, 2021. In our site leasing business, we (1) lease antenna space to wireless service providers on towers that we own or operate and (2) manage rooftop and tower sites for property owners under various contractual arrangements. As of September 30, 2021, we owned 34,072 towers, a substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers. Our other business line is our site development business, through which we assist wireless service providers in developing and maintaining their own wireless service networks.

Site Leasing

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts in the United States, South America, Central America, Canada, and South Africa. As of September 30, 2021, no U.S. state or territory accounted for more than 10% of our total tower portfolio by tower count, and no U.S. state or territory accounted for more than 10% of our total revenues for the nine months ended September 30, 2021. In addition, as of September 30, 2021, approximately 30% of our total towers are located in Brazil and no other international markets (each country is considered a market) represented more than 4% of our total towers. We derive site leasing revenues primarily from wireless service provider tenants, including T-Mobile, AT&T, Verizon Wireless, Oi S.A., Telefonica, Claro, Tigo, and TIM. Wireless service providers enter into tenant leases with us, each of which relates to the lease or use of space at an individual site. In the United States and Canada, our

tenant leases are generally for an initial term of five years to 10 years with multiple renewal periods at the option of the tenant. These tenant leases typically contain specific rent escalators, which average 3-4% per year, including the renewal option periods. Tenant leases in South Africa and our Central and South American markets typically have an initial term of 10 years with multiple renewal periods. In Central America, we have similar rent escalators to that of leases in the United States and Canada while our leases in South America and South Africa escalate in accordance with a standard cost of living index. Site leases in South America typically provide for a fixed rental amount and a pass through charge for the underlying rent related to ground leases and other property interests.

Cost of site leasing revenue primarily consists of:

Cash and non-cash rental expense on ground leases and other underlying property interests;

Property taxes;

Site maintenance and monitoring costs (exclusive of employee related costs);

Utilities;

Property insurance; and

Lease initial direct cost amortization.

In the United States and our international markets, ground leases and other property interests are generally for an initial term of five years to 10 years with multiple renewal periods, at our option, and provide for rent escalators which typically average 2-3% annually, or in our South American markets and South Africa, adjust in accordance with a standard cost of living index. As of September 30, 2021, approximately 72% of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a leasehold interest that extends beyond 20 years. For any given tower, costs are relatively fixed over a monthly or an annual time period. As such, operating costs for owned towers do not generally increase as a result of adding additional customers to the tower. The amount of property taxes varies from site to site depending on the taxing jurisdiction and the height and age of the tower. The ongoing maintenance requirements are typically minimal and include replacing lighting systems, painting a tower, or upgrading or repairing an access road or fencing.

In our Central American markets and Ecuador, significantly all of our revenue, expenses, and capital expenditures arising from our new build activities are denominated in U.S. dollars. Specifically, most of our ground leases and other property interests, tenant leases, and tower-related expenses are paid in U.S. dollars. In our Central American markets, our local currency obligations are principally limited to (1) permitting and other local fees, (2) utilities, and (3) taxes. In Brazil, Canada, Chile, and South Africa significantly all of our revenue, expenses, and capital expenditures, including tenant leases, ground leases and other property interests, and other tower-related expenses are denominated in local currency. In Colombia, Argentina, and Peru, our revenue, expenses, and capital expenditures, including tenant leases, ground leases and other property interests, and other tower-related expenses are denominated in a mix of local currency and U.S. dollars.

As indicated in the table below, our site leasing business generates substantially all of our total segment operating profit. For information regarding our operating segments, see Note 14 of our condensed notes to consolidated financial statements included in this quarterly report.

		For the three months ended						For the nine months ended
Segment operating profit as a percentage of		September 30,						September 30,
total operating profit		2021			2020			2021			2020
Domestic site leasing			80.5%			81.4%			80.6%			81.2%
International site leasing			16.7%			16.8%			16.9%			17.4%
Total site leasing			97.2%			98.2%			97.5%			98.6%

We believe that the site leasing business continues to be attractive due to its long-term contracts, built-in rent escalators, high operating margins, and low customer churn (which refers to when a customer does not renew its lease or cancels its lease prior to the end of its term) other than in connection with customer consolidation or cessation of a particular technology. We believe that over the long-term, site leasing revenues will continue to grow as wireless service providers lease additional antenna space on our towers due to increasing minutes of network use and data transfer, network expansion and network coverage requirements. During the remainder of 2021, we expect organic site leasing revenue in both our domestic and international segments to increase over 2020 levels due in part to wireless carriers deploying unused spectrum. We believe our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs and minimal non-discretionary capital expenditures. Due to the relatively young age and mix of our tower portfolio, we expect future expenditures required to maintain these towers to be minimal. Consequently, we expect to grow our cash flows by (1) adding tenants to our towers at minimal incremental costs by using existing tower capacity or requiring wireless service providers to bear all or a portion of the cost of tower modifications and (2) executing monetary amendments as wireless service providers add or upgrade their equipment. Furthermore, because our towers are strategically positioned, we have historically experienced low tenant lease terminations as a percentage of revenue other than in connection with customer consolidation or cessations of a specific technology.

Site Development

Our site development business, which is conducted in the United States only, is complementary to our site leasing business and provides us the ability to keep in close contact with the wireless service providers who generate substantially all of our site leasing revenue and to capture ancillary revenues that are generated by our site leasing activities, such as antenna and equipment installation at our tower locations. Site development revenues are earned primarily from providing a full range of end to end services to wireless service providers or companies providing development or project management services to wireless service providers. Our services include: (1) network pre-design; (2) site audits; (3) identification of potential locations for towers and antennas on existing infrastructure; (4) support in leasing of the location; (5) assistance in obtaining zoning approvals and permits; (6) tower and related site construction; (7) antenna installation; and (8) radio equipment installation, commissioning, and maintenance. We provide site development services at our towers and at towers owned by others on a local basis, through regional, market, and project offices. The market offices are responsible for all site development operations.

For information regarding our operating segments, see Note 14 of our condensed notes to consolidated financial statements in this quarterly report.

Capital Allocation Strategy

Our capital allocation strategy is aimed at increasing shareholder value through investment in quality assets that meet our return criteria, stock repurchases when we believe our stock price is below its intrinsic value, and by returning cash generated by our operations in the form of cash dividends. While the addition of a cash dividend to our capital allocation strategy in 2019 has provided us with a new tool to return value to our shareholders, we will also continue to make investments focused on increasing Adjusted Funds From Operations per share. To achieve this, we expect to continue to deploy capital to portfolio growth and stock repurchases, subject to compliance with REIT distribution requirements, available funds and market conditions, while maintaining our target leverage levels. Key elements of our capital allocation strategy include:

Portfolio Growth. We intend to continue to grow our asset portfolio, domestically and internationally, primarily through tower acquisitions and the construction of new towers that meet our internal return on invested capital criteria.

Stock Repurchase Program. We currently utilize stock repurchases as part of our capital allocation policy when we believe our share price is below its intrinsic value. We believe that share repurchases, when purchased at the right price, will facilitate our goal of increasing our Adjusted Funds From Operations per share.

Dividend. Cash dividends are an additional component of our strategy of returning value to shareholders. We do not expect our dividend to require any changes in our leverage and believe that due to our low dividend payout ratio, we can continue to focus on building and buying quality assets and opportunistically buying back our stock. While the timing and amount of future dividends will be subject to approval by our Board of Directors, we believe that our future cash flow generation will permit us to grow our cash dividend in the future.

COVID-19 Update

We have experienced minimal impact to our business or results of operations from the coronavirus (COVID-19) pandemic. The extent to which COVID-19 could adversely affect our future business operations will depend on future developments such as the duration of the outbreak, new information on the severity of COVID-19 or its variants, and methods taken to contain or treat the outbreak of COVID-19 including a vaccine distribution program. While the full impact of COVID-19 is not yet known, we will continue to monitor these developments and the potential effects on our business.

Critical Accounting Policies and Estimates

We have identified the policies and significant estimation processes listed below and in our Annual Report on Form 10-K as critical to our business operations and the understanding of our results of operations. The listing is not intended to be a comprehensive list. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. The impact and any associated risks related to these policies on our business operations is discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” where such policies affect reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see Note 2 of our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2020. Our preparation of our financial statements requires us to make

estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting periods. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. There can be no assurance that actual results will not differ from those estimates and such differences could be significant.

Reference Rate Reform

ASU 2020-04 and ASU 2021-01, Reference Rate Reform, provide optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. An entity may elect to apply the amendments prospectively through December 31, 2022. The ICE Benchmark Administration Limited (“IBA”) intends to cease the publication of USD LIBOR as follows: the 1 week and 2 month tenors on December 31, 2021 and all other tenors on June 30, 2023. On July 7, 2021, we amended our Credit Facility to provide mechanics relating to a transition away from LIBOR as a benchmark interest rate and the replacement of LIBOR by an alternative benchmark rate. Refer to “Debt Instruments and Debt Service Requirements” below for further discussion of the Credit Facility. As of September 30, 2021, we have not modified any other contracts as a result of reference rate reform and are evaluating the impact this standard may have on our consolidated financial statements.

RESULTS OF OPERATIONS

This report presents our financial results and other financial metrics after eliminating the impact of changes in foreign currency exchange rates. We believe that providing these financial results and metrics on a constant currency basis, which are non-GAAP measures, gives management and investors the ability to evaluate the performance of our business without the impact of foreign currency exchange rate fluctuations. We eliminate the impact of changes in foreign currency exchange rates by dividing the current period’s financial results by the average monthly exchange rates of the prior year period, as well as by eliminating the impact of realized and unrealized gains and losses on our intercompany loans.

Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020

Revenues and Segment Operating Profit:

		For the three months ended												Constant
		September 30,						Foreign			Constant			Currency
		2021			2020			Currency Impact			Currency Change			% Change
Revenues		(in thousands)
Domestic site leasing		$	426,758		$	390,961		$	—		$	35,797			9.2%
International site leasing			108,734			95,804			3,206			9,724			10.1%
Site development			53,813			36,175			—			17,638			48.8%
Total		$	589,305		$	522,940		$	3,206		$	63,159			12.1%
Cost of Revenues
Domestic site leasing		$	65,260		$	64,228		$	—		$	1,032			1.6%
International site leasing			33,406			28,494			1,084			3,828			13.4%
Site development			41,357			28,797			—			12,560			43.6%
Total		$	140,023		$	121,519		$	1,084		$	17,420			14.3%
Operating Profit
Domestic site leasing		$	361,498		$	326,733		$	—		$	34,765			10.6%
International site leasing			75,328			67,310			2,122			5,896			8.8%
Site development			12,456			7,378			—			5,078			68.8%

Revenues

Domestic site leasing revenues increased $35.8 million for the three months ended September 30, 2021, as compared to the prior year, primarily due to (1) revenues from 858 towers acquired (including wireless tenant licenses on 710 utility transmission structures from the PG&E transaction) and 6 towers built since July 1, 2020 and (2) organic site leasing growth, primarily from

monetary lease amendments for additional equipment added to our towers as well as new leases and contractual rent escalators, partially offset by lease non-renewals.

International site leasing revenues increased $12.9 million for the three months ended September 30, 2021, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $9.7 million. These changes were primarily due to (1) revenues from 222 towers acquired and 422 towers built since July 1, 2020 and (2) organic site leasing growth from new leases, amendments, and contractual escalators, partially offset by lease non-renewals. Site leasing revenue in Brazil represented 11.3% of total site leasing revenue for the period. No other individual international market represented more than 4% of our total site leasing revenue.

Site development revenues increased $17.6 million for the three months ended September 30, 2021, as compared to prior year, as a result of increased carrier activity driven primarily by T-Mobile and DISH.

Operating Profit

Domestic site leasing segment operating profit increased $34.8 million for the three months ended September 30, 2021, as compared to the prior year, primarily due to additional profit generated by (1) towers acquired and built since July 1, 2020 and organic site leasing growth as noted above, (2) continued control of our site leasing cost of revenue, and (3) the positive impact of our ground lease purchase program.

International site leasing segment operating profit increased $8.0 million for the three months ended September 30, 2021, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $5.9 million. These changes were primarily due to additional profit generated by (1) towers acquired and built since July 1, 2020 and organic site leasing growth as noted above, (2) continued control of our site leasing cost of revenue, and (3) the positive impact of our ground lease purchase program.

Site development segment operating profit increased $5.1 million for the three months ended September 30, 2021, as compared to the prior year, as a result of increased carrier activity driven primarily by T-Mobile and DISH.

Selling, General, and Administrative Expenses:

		For the three months ended												Constant
		September 30,						Foreign			Constant			Currency
		2021			2020			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	27,983		$	25,466		$	—		$	2,517			9.9%
International site leasing			9,272			8,747			197			328			3.7%
Total site leasing		$	37,255		$	34,213		$	197		$	2,845			8.3%
Site development			4,791			4,518			—			273			6.0%
Other			8,954			9,421			—			(467)			(5.0%)
Total		$	51,000		$	48,152		$	197		$	2,651			5.5%

Selling, general, and administrative expenses increased $2.8 million for the three months ended September 30, 2021, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses increased $2.7 million. These changes were primarily as a result of an increase in personnel and other support related costs.

Acquisition and New Business Initiatives Related Adjustments and Expenses:

		For the three months ended												Constant
		September 30,						Foreign			Constant			Currency
		2021			2020			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	2,911		$	2,458		$	—		$	453			18.4%
International site leasing			2,819			1,666			1,491			(338)			(20.3%)
Total		$	5,730		$	4,124		$	1,491		$	115			2.8%

‎

Asset Impairment and Decommission Costs:

		For the three months ended												Constant
		September 30,						Foreign			Constant			Currency
		2021			2020			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	6,113		$	6,129		$	—		$	(16)			(0.3%)
International site leasing			3,747			2,377			(39)			1,409			59.3%
Total		$	9,860		$	8,506		$	(39)		$	1,393			16.4%

Asset impairment and decommission costs increased $1.4 million for the three months ended September 30, 2021, as compared to the prior year. This change was primarily as a result of a $1.2 million increase in impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers and a $0.2 million increase in costs related to sites decommissioned in the third quarter of 2021 compared to the prior year period.

Depreciation, Accretion, and Amortization Expense:

		For the three months ended												Constant
		September 30,						Foreign			Constant			Currency
		2021			2020			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	123,705		$	135,350		$	—		$	(11,645)			(8.6%)
International site leasing			45,035			42,851			1,189			995			2.3%
Total site leasing		$	168,740		$	178,201		$	1,189		$	(10,650)			(6.0%)
Site development			565			578			—			(13)			(2.2%)
Other			1,611			1,523			—			88			5.8%
Total		$	170,916		$	180,302		$	1,189		$	(10,575)			(5.9%)

Depreciation, accretion, and amortization expense decreased $9.4 million for the three months ended September 30, 2021, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense decreased $10.6 million. These changes were primarily due to the impact of assets that became fully depreciated since the prior year period, partially offset by an increase in the number of towers we acquired and built since July 1, 2020.

Operating Income (Expense):

		For the three months ended												Constant
		September 30,						Foreign			Constant			Currency
		2021			2020			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	200,786		$	157,330		$	—		$	43,456			27.6%
International site leasing			14,455			11,669			(716)			3,502			30.0%
Total site leasing		$	215,241		$	168,999		$	(716)		$	46,958			27.8%
Site development			7,100			2,282			—			4,818			211.1%
Other			(10,565)			(10,944)			—			379			(3.5%)
Total		$	211,776		$	160,337		$	(716)		$	52,155			32.5%

Domestic site leasing operating income increased $43.5 million for the three months ended September 30, 2021, as compared to the prior year, primarily due to higher segment operating profit and a decrease in depreciation, accretion, and amortization expense, partially offset by increases in selling, general, and administrative expenses and acquisition and new business initiatives related adjustments and expenses.

International site leasing operating income increased $2.8 million for the three months ended September 30, 2021, as compared to the prior year. On a constant currency basis, international site leasing operating income increased $3.5 million. This change was primarily due to higher segment operating profit, partially offset by increases in asset impairment and decommission costs and depreciation, accretion, and amortization expense.

Site development operating income increased $4.8 million for the three months ended September 30, 2021, as compared to the prior year, primarily due to higher segment operating profit driven by more activity from T-Mobile and DISH.

Other Income (Expense):

		For the three months ended												Constant
		September 30,						Foreign			Constant			Currency
		2021			2020			Currency Impact			Currency Change			% Change
		(in thousands)
Interest income		$	945		$	756		$	30		$	159			21.0%
Interest expense			(89,199)			(89,791)			7			585			(0.7%)
Non-cash interest expense			(11,820)			(8,323)			—			(3,497)			42.0%
Amortization of deferred financing fees			(4,934)			(4,883)			—			(51)			1.0%
Loss from extinguishment of debt, net			—			(2,599)			—			2,599			(100.0%)
Other expense, net			(69,804)			(42,262)			(29,319)			1,777			(50.0%)
Total		$	(174,812)		$	(147,102)		$	(29,282)		$	1,572			(1.5%)

Non-cash interest expense increased $3.5 million for the three months ended September 30, 2021, as compared to the prior year primarily related to amortization of accumulated losses related to our interest rate swaps de-designated as cash flow hedges.

Loss from extinguishment of debt was $2.6 million for the three months ended September 30, 2020 representing the write-off of unamortized financing fees related to the repayment of the 2015-1C Tower Securities and 2016-1C Tower Securities.

Other expense, net includes a $67.6 million loss on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries for the three months ended September 30, 2021, while the prior year period included a $38.6 million loss.

Benefit for Income Taxes:

		For the three months ended												Constant
		September 30,						Foreign			Constant			Currency
		2021			2020			Currency Impact			Currency Change			% Change
		(in thousands)
Benefit for income taxes		$	10,834		$	9,441		$	9,377		$	(7,984)			210.3%

Benefit for income taxes increased $1.4 million for the three months ended September 30, 2021, as compared to the prior year. On a constant currency basis, benefit for income taxes decreased $8.0 million primarily due to an increase in deferred foreign taxes and deferred state taxes.

Net Income:

		For the three months ended												Constant
		September 30,						Foreign			Constant			Currency
		2021			2020			Currency Impact			Currency Change			% Change
		(in thousands)
Net income		$	47,798		$	22,676		$	(20,621)		$	45,743			95.8%

Net income increased $25.1 million for the three months ended September 30, 2021, as compared to the prior year. On a constant currency basis, net income increased $45.7 million. These changes were primarily due to an increase in operating income and a decrease in the loss on extinguishment of debt. This was partially offset by a decrease in benefit for income taxes and an increase in non-cash interest expense.

‎

Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020

Revenues and Segment Operating Profit:

		For the nine months ended												Constant
		September 30,						Foreign			Constant			Currency
		2021			2020			Currency Impact			Currency Change			% Change
Revenues		(in thousands)
Domestic site leasing		$	1,249,291		$	1,165,322		$	—		$	83,969			7.2%
International site leasing			315,523			296,201			(5,913)			25,235			8.5%
Site development			148,882			85,708			—			63,174			73.7%
Total		$	1,713,696		$	1,547,231		$	(5,913)		$	172,378			11.1%
Cost of Revenues
Domestic site leasing		$	194,455		$	192,226		$	—		$	2,229			1.2%
International site leasing			95,055			87,894			(2,066)			9,227			10.5%
Site development			116,172			68,417			—			47,755			69.8%
Total		$	405,682		$	348,537		$	(2,066)		$	59,211			17.0%
Operating Profit
Domestic site leasing		$	1,054,836		$	973,096		$	—		$	81,740			8.4%
International site leasing			220,468			208,307			(3,847)			16,008			7.7%
Site development			32,710			17,291			—			15,419			89.2%

Revenues

Domestic site leasing revenues increased $84.0 million for the nine months ended September 30, 2021, as compared to the prior year, primarily due to (1) revenues from 929 towers acquired (including wireless tenant licenses on 710 utility transmission structures from the PG&E transaction) and 16 towers built since January 1, 2020 and (2) organic site leasing growth, primarily from monetary lease amendments for additional equipment added to our towers as well as new leases and contractual rent escalators, partially offset by lease non-renewals.

International site leasing revenues increased $19.3 million for the nine months ended September 30, 2021, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $25.2 million. These changes were primarily due to (1) revenues from 236 towers acquired and 540 towers built since January 1, 2020 and (2) organic site leasing growth from new leases, amendments, and contractual escalators, partially offset by lease non-renewals. Site leasing revenue in Brazil represented 11.2% of total site leasing revenue for the period. No other individual international market represented more than 4% of our total site leasing revenue.

Site development revenues increased $63.2 million for the nine months ended September 30, 2021, as compared to prior year, as a result of increased carrier activity driven primarily by T-Mobile and DISH.

Operating Profit

Domestic site leasing segment operating profit increased $81.7 million for the nine months ended September 30, 2021, as compared to the prior year, primarily due to additional profit generated by (1) towers acquired and built since January 1, 2020 and organic site leasing growth as noted above, (2) continued control of our site leasing cost of revenue, and (3) the positive impact of our ground lease purchase program.

International site leasing segment operating profit increased $12.2 million for the nine months ended September 30, 2021, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $16.0 million. These changes were primarily due to additional profit generated by (1) towers acquired and built since January 1, 2020 and organic site leasing growth as noted above, (2) continued control of our site leasing cost of revenue, and (3) the positive impact of our ground lease purchase program.

Site development segment operating profit increased $15.4 million for the nine months ended September 30, 2021, as compared to the prior year, as a result of increased carrier activity driven primarily by T-Mobile and DISH.

‎

Selling, General, and Administrative Expenses:

		For the nine months ended												Constant
		September 30,						Foreign			Constant			Currency
		2021			2020			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	85,240		$	78,021		$	—		$	7,219			9.3%
International site leasing			26,553			25,713			288			552			2.1%
Total site leasing		$	111,793		$	103,734		$	288		$	7,771			7.5%
Site development			14,574			13,468			—			1,106			8.2%
Other			30,179			29,654			—			525			1.8%
Total		$	156,546		$	146,856		$	288		$	9,402			6.4%

Selling, general, and administrative expenses increased $9.7 million for the nine months ended September 30, 2021, as compared to the prior year. This change was primarily as a result of an increase in personnel and other support related costs.

Acquisition and New Business Initiatives Related Adjustments and Expenses:

		For the nine months ended												Constant
		September 30,						Foreign			Constant			Currency
		2021			2020			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	10,839		$	8,059		$	—		$	2,780			34.5%
International site leasing			6,686			4,498			2,302			(114)			(2.5%)
Total		$	17,525		$	12,557		$	2,302		$	2,666			21.2%

Acquisition and new business initiatives related adjustments and expenses increased $5.0 million for the nine months ended September 30, 2021, as compared to the prior year. On a constant currency basis, acquisition and new business initiatives related adjustments and expenses increased $2.7 million. These changes were primarily as a result of an increase in third party acquisition and integration costs as well as incremental costs incurred in support of new business initiatives as compared to the prior year.

Asset Impairment and Decommission Costs:

		For the nine months ended												Constant
		September 30,						Foreign			Constant			Currency
		2021			2020			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	12,674		$	22,297		$	—		$	(9,623)			(43.2%)
International site leasing			5,740			6,806			(18)			(1,048)			(15.4%)
Total site leasing		$	18,414		$	29,103		$	(18)		$	(10,671)			(36.7%)
Other			146			—			—			146			—%
Total		$	18,560		$	29,103		$	(18)		$	(10,525)			(36.2%)

Asset impairment and decommission costs decreased $10.5 million for the nine months ended September 30, 2021, as compared to the prior year. This change was primarily as a result of a $9.9 million decrease in impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers and a $0.7 million decrease related to sites decommissioned in the nine months ended September 30, 2021 compared to the prior year period.

‎

Depreciation, Accretion, and Amortization Expenses:

		For the nine months ended												Constant
		September 30,						Foreign			Constant			Currency
		2021			2020			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	390,730		$	403,725		$	—		$	(12,995)			(3.2%)
International site leasing			132,900			131,474			(2,792)			4,218			3.2%
Total site leasing		$	523,630		$	535,199		$	(2,792)		$	(8,777)			(1.6%)
Site development			1,727			1,791			—			(64)			(3.6%)
Other			4,909			4,597			—			312			6.8%
Total		$	530,266		$	541,587		$	(2,792)		$	(8,529)			(1.6%)

Depreciation, accretion, and amortization expense decreased $11.3 million for the nine months ended September 30, 2021, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense decreased $8.5 million. This change was primarily due to the impact of assets that became fully depreciated since the prior year period, partially offset by an increase in the number of towers we acquired and built since January 1, 2020.

Operating Income (Expense):

		For the nine months ended												Constant
		September 30,						Foreign			Constant			Currency
		2021			2020			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	555,353		$	460,994		$	—		$	94,359			20.5%
International site leasing			48,589			39,816			(3,627)			12,400			31.1%
Total site leasing		$	603,942		$	500,810		$	(3,627)		$	106,759			21.3%
Site development			16,409			2,032			—			14,377			707.5%
Other			(35,234)			(34,251)			—			(983)			2.9%
Total		$	585,117		$	468,591		$	(3,627)		$	120,153			25.6%

Domestic site leasing operating income increased $94.4 million for the nine months ended September 30, 2021, as compared to the prior year, primarily due to higher segment operating profit and decreases in depreciation, accretion, and amortization expense and asset impairment and decommission costs, partially offset by increases in selling, general, and administrative expenses and acquisition and new business initiatives related adjustments and expenses.

International site leasing operating income increased $8.8 million for the nine months ended September 30, 2021, as compared to the prior year. On a constant currency basis, international site leasing operating income increased $12.4 million. These changes were primarily due to higher segment operating profit and a decrease in asset impairment and decommission costs, partially offset by an increase in depreciation, accretion, and amortization expense.

Site development operating income increased $14.4 million for the nine months ended September 30, 2021, as compared to the prior year, primarily due to higher segment operating profit driven by more activity from T-Mobile and DISH, partially offset by an increase in selling, general, and administrative expenses.

Other Income (Expense):

		For the nine months ended												Constant
		September 30,						Foreign			Constant			Currency
		2021			2020			Currency Impact			Currency Change			% Change
		(in thousands)
Interest income		$	2,124		$	2,340		$	(60)		$	(156)			(6.7%)
Interest expense			(269,839)			(281,329)			15			11,475			(4.1%)
Non-cash interest expense			(35,436)			(13,066)			(1)			(22,369)			171.2%
Amortization of deferred financing fees			(14,690)			(15,211)			—			521			(3.4%)
Loss from extinguishment of debt, net			(13,672)			(19,463)			—			5,791			(29.8%)
Other expense, net			(49,390)			(300,144)			257,355			(6,601)			(5,893.8%)
Total		$	(380,903)		$	(626,873)		$	257,309		$	(11,339)			3.5%

Interest expense decreased $11.5 million for the nine months ended September 30, 2021, as compared to the prior year primarily due to a lower weighted average interest rate due in part to the interest rate swap entered into during third quarter of 2020, partially offset by a higher average principal amount of cash interest bearing debt outstanding.

Non-cash interest expense increased $22.4 million for the nine months ended September 30, 2021, as compared to the prior year primarily related to amortization of accumulated losses related to our interest rate swaps de-designated as cash flow hedges.

Loss from extinguishment of debt was $13.7 million for the nine months ended September 30, 2021 representing the payment of a $7.5 million call premium and the write-off of $4.2 million of the unamortized financing fees related to the redemption of the 2017 Senior Notes in February 2021, as well as the write-off of $2.0 million of unamortized financing fees related to the repayment of the 2017-1C in May 2021. Loss from extinguishment of debt was $19.5 million for the nine months ended September 30, 2020 representing the payment of a $9.1 million call premium and the write-off of $7.7 million of the original issuance discount and unamortized financing fees related to the redemption of the 2014 Senior Notes in February 2020, as well as the write-off of $2.6 million of unamortized financing fees related to the repayment of the 2015-1C Tower Securities and 2016-1C Tower Securities in July 2020.

Other expense, net includes a $42.6 million loss on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries for the nine months ended September 30, 2021, while the prior year period included a $299.9 million loss.

(Provision) Benefit for Income Taxes:

		For the nine months ended												Constant
		September 30,						Foreign			Constant			Currency
		2021			2020			Currency Impact			Currency Change			% Change
		(in thousands)
(Provision) benefit for income taxes		$	(15,494)		$	76,143		$	(85,492)		$	(6,145)			24.4%

Provision for income taxes increased $91.6 million for the nine months ended September 30, 2021, as compared to the prior year. On a constant currency basis, provision for income taxes increased $6.1 million. This change was primarily due to increases in deferred foreign taxes as well as current and deferred state taxes.

Net Income (Loss):

		For the nine months ended												Constant
		September 30,						Foreign			Constant			Currency
		2021			2020			Currency Impact			Currency Change			% Change
		(in thousands)
Net income (loss)		$	188,720		$	(82,139)		$	168,190		$	102,669			88.3%

Net income was $188.7 million for the nine months ended September 30, 2021, as compared to net loss of $82.1 million in the prior year period. This change was primarily due to fluctuations in foreign currency exchange rates including changes recorded on the remeasurement of the U.S. dollar denominated intercompany loans with foreign subsidiaries, an increase in operating income, and decreases in cash interest expense related to the interest rate swaps and loss from extinguishment of debt. This was partially offset by increases in non-cash interest expense and provision for income taxes.

NON-GAAP FINANCIAL MEASURES

This report contains information regarding Adjusted EBITDA, a non-GAAP measure. We have provided below a description of Adjusted EBITDA, a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure and an explanation as to why management utilizes this measure. This report also presents our financial results and other financial metrics after eliminating the impact of changes in foreign currency exchange rates. We believe that providing these financial results and metrics on a constant currency basis, which are non-GAAP measures, gives management and investors the ability to evaluate the performance of our business without the impact of foreign currency exchange rate fluctuations. We eliminate the impact of changes in foreign currency exchange rates by dividing the current period’s financial results by the average monthly exchange rates of the prior year period, as well as by eliminating the impact of the remeasurement of our intercompany loans.

Adjusted EBITDA

We define Adjusted EBITDA as net income excluding the impact of non-cash straight-line leasing revenue, non-cash straight-line ground lease expense, non-cash compensation, net loss from extinguishment of debt, other income and expenses, acquisition and new business initiatives related adjustments and expenses, asset impairment and decommission costs, interest income, interest expenses, depreciation, accretion, and amortization, and income taxes.

We believe that Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial performance. Adjusted EBITDA is the primary measure used by management (1) to evaluate the economic productivity of our operations and (2) for purposes of making decisions about allocating resources to, and assessing the performance of, our operations. Management believes that Adjusted EBITDA helps investors or other interested parties to meaningfully evaluate and compare the results of our operations (1) from period to period and (2) to our competitors, by excluding the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our financial results. Management also believes Adjusted EBITDA is frequently used by investors or other interested parties in the evaluation of REITs. In addition, Adjusted EBITDA is similar to the measure of current financial performance generally used by our lenders to determine compliance with certain covenants under our Senior Credit Agreement and the indentures relating to the 2016 Senior Notes, 2020 Senior Notes, and 2021 Senior Notes. Adjusted EBITDA should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance.

		For the three months ended												Constant
		September 30,						Foreign			Constant			Currency
		2021			2020			Currency Impact			Currency Change			% Change
		(in thousands)
Net income		$	47,798		$	22,676		$	(20,621)		$	45,743			95.8%
Non-cash straight-line leasing revenue			(10,392)			(635)			27			(9,784)			1,540.8%
Non-cash straight-line ground lease expense			1,734			3,375			21			(1,662)			(49.2%)
Non-cash compensation			17,111			17,057			55			(1)			(0.0%)
Loss from extinguishment of debt, net			—			2,599			—			(2,599)			(100.0%)
Other expense, net			69,804			42,262			29,319			(1,777)			(50.0%)
Acquisition and new business initiatives
related adjustments and expenses			5,730			4,124			1,491			115			2.8%
Asset impairment and decommission costs			9,860			8,506			(39)			1,393			16.4%
Interest income			(945)			(756)			(30)			(159)			21.0%
Total interest expense (1)			105,953			102,997			(7)			2,963			2.9%
Depreciation, accretion, and amortization			170,916			180,302			1,189			(10,575)			(5.9%)
Benefit for income taxes (2)			(10,605)			(9,206)			(9,378)			7,979			197.9%
Adjusted EBITDA		$	406,964		$	373,301		$	2,027		$	31,636			8.5%

‎

		For the nine months ended												Constant
		September 30,						Foreign			Constant			Currency
		2021			2020			Currency Impact			Currency Change			% Change
		(in thousands)
Net income (loss)		$	188,720		$	(82,139)		$	168,190		$	102,669			88.3%
Non-cash straight-line leasing revenue			(20,483)			(3,323)			(71)			(17,089)			514.3%
Non-cash straight-line ground lease expense			6,383			10,902			68			(4,587)			(42.1%)
Non-cash compensation			59,175			51,915			166			7,094			13.7%
Loss from extinguishment of debt, net			13,672			19,463			—			(5,791)			(29.8%)
Other expense, net			49,390			300,144			(257,355)			6,601			5,893.8%
Acquisition and new business initiatives
related adjustments and expenses			17,525			12,557			2,302			2,666			21.2%
Asset impairment and decommission costs			18,560			29,103			(18)			(10,525)			(36.2%)
Interest income			(2,124)			(2,340)			60			156			(6.7%)
Total interest expense (1)			319,965			309,606			(14)			10,373			3.4%
Depreciation, accretion, and amortization			530,266			541,587			(2,792)			(8,529)			(1.6%)
Provision (benefit) for income taxes (2)			16,178			(75,461)			85,491			6,148			23.7%
Adjusted EBITDA		$	1,197,227		$	1,112,014		$	(3,973)		$	89,186			8.0%

(1)Total interest expense includes interest expense, non-cash interest expense, and amortization of deferred financing fees.

(2)Provision (benefit) for taxes includes $229 and $235 of franchise taxes for the three months ended September 30, 2021 and 2020, respectively, and $684 and $682 of franchise taxes for the nine months ended September 30, 2021 and 2020, respectively, reflected in selling, general, and administrative expenses on the Consolidated Statements of Operations.

Adjusted EBITDA increased $33.7 million for the three months ended September 30, 2021, as compared to the prior year period. On a constant currency basis, Adjusted EBITDA increased $31.6 million. These changes were primarily due to an increase in segment operating profit, partially offset by an increase in cash selling, general, and administrative expenses.

Adjusted EBITDA increased $85.2 million for the nine months ended September 30, 2021, as compared to the prior year period. On a constant currency basis, Adjusted EBITDA increased $89.2 million. These changes were primarily due to an increase in segment operating profit, partially offset by an increase in cash selling, general, and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

SBA Communications Corporation (“SBAC”) is a holding company with no business operations of its own. SBAC’s only significant asset is 100% of the outstanding capital stock of SBA Telecommunications, LLC (“Telecommunications”), which is also a holding company that owns equity interests in entities that directly or indirectly own all of our domestic and international towers and assets. We conduct all of our business operations through Telecommunications’ subsidiaries. Accordingly, our only source of cash to pay our obligations, other than financings, is distributions with respect to our ownership interest in our subsidiaries from the net earnings and cash flow generated by these subsidiaries.

A summary of our cash flows is as follows:

		For the nine months ended September 30,
		2021			2020
		(in thousands)
Cash provided by operating activities		$	891,330		$	882,908
Cash used in investing activities			(1,277,822)			(353,378)
Cash provided by (used in) financing activities			308,612			(314,250)
Change in cash, cash equivalents, and restricted cash			(77,880)			215,280
Effect of exchange rate changes on cash, cash equiv., and restricted cash			(10,529)			(20,427)
Cash, cash equivalents, and restricted cash, beginning of period			342,808			141,120
Cash, cash equivalents, and restricted cash, end of period		$	254,399		$	335,973

Operating Activities

Cash provided by operating activities was $891.3 million for the nine months ended September 30, 2021 as compared to $882.9 million for the nine months ended September 30, 2020. The increase was primarily due to an increase in segment operating profit, partially offset by an increase in cash outflows associated with working capital changes.

Investing Activities

A detail of our cash capital expenditures is as follows:

		For the nine months ended September 30,
		2021			2020
		(in thousands)
Acquisitions of towers and related intangible assets		$	(217,140)		$	(121,319)
Acquisition of right-of-use assets (1)			(948,392)			—
Land buyouts and other assets (2)			(22,222)			(78,580)
Construction and related costs on new builds			(39,182)			(40,126)
Augmentation and tower upgrades			(22,886)			(29,712)
Tower maintenance			(25,243)			(22,162)
General corporate			(3,096)			(3,371)
Other investing activities			339			(58,108)
Net cash used in investing activities		$	(1,277,822)		$	(353,378)

(1)During the nine months ended September 30, 2021, we acquired the exclusive right to lease and operate 710 utility transmission structures, which included existing wireless tenant licenses from PG&E. The difference between the agreed upon purchase price of $969.9 million and the cash acquisition amount is due to working capital adjustments.

(2)Excludes $11.3 million and $5.9 million spent to extend ground lease terms for the nine months ended September 30, 2021 and 2020, respectively. The nine months ended September 30, 2020 includes amounts paid related to the acquisition of data centers.

Subsequent to September 30, 2021, we purchased or are under contract to purchase approximately 1,700 communication sites for an aggregate consideration of approximately $231.0 million in cash, including approximately 1,400 sites for approximately $175.0 million in cash relating to the previously announced deal to acquire towers from Airtel Tanzania.

For 2021, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of $36.0 million to $42.0 million and discretionary cash capital expenditures, based on current or potential acquisition obligations, planned new tower construction, forecasted tower augmentations, and forecasted ground lease purchases, of $1,425.0 million to $1,435.0 million. We expect to fund these cash capital expenditures from cash on hand, cash flow from operations, and borrowings under the Revolving Credit Facility or new financings. The exact amount of our future cash capital expenditures will depend on a number of factors, including amounts necessary to support our tower portfolio, our new tower build and acquisition programs, and our ground lease purchase program.

Financing Activities

A detail of our financing activities is as follows:

		For the nine months ended September 30,
		2021			2020
		(in thousands)
Net repayments under Revolving Credit Facility (1)		$	(380,000)		$	(490,000)
Proceeds from issuance of Senior Notes, net of fees (1)			1,485,512			1,479,522
Repayment of Senior Notes (1)			(757,500)			(759,143)
Proceeds from issuance of Tower Securities, net of fees (1)			1,152,437			1,336,003
Repayment of Tower Securities (1)			(760,000)			(1,200,000)
Repurchase and retirement of common stock (2)			(284,343)			(378,988)
Payment of dividends on common stock			(190,456)			(156,199)
Proceeds from employee stock purchase/stock option plans, net of taxes			64,127			50,283
Termination of interest rate swap			—			(176,200)
Other financing activities			(21,165)			(19,528)
Net cash provided by (used in) financing activities		$	308,612		$	(314,250)

(1)For additional information regarding our debt instruments and financings, refer to “Debt Instruments and Debt Service Requirements” below.

(2)On October 28, 2021, our Board of Directors authorized a new $1.0 billion stock repurchase plan, replacing the prior plan authorized on November 2, 2020. For additional information, refer to Item 2. Issuer Purchases of Equity Securities.

Dividends

For the nine months ended September 30, 2021, we paid the following cash dividends:

		Payable to Shareholders
		of Record at the Close		Cash Paid		Aggregate Amount
Date Declared		of Business on		Per Share		Paid		Date Paid
February 19, 2021		March 10, 2021		$0.58		$63.4 million		March 26, 2021
April 26, 2021		May 20, 2021		$0.58		$63.4 million		June 15, 2021
August 1, 2021		August 26, 2021		$0.58		$63.6 million		September 23, 2021

Dividends paid in 2021 and 2020 were ordinary dividends.

Subsequent to September 30, 2021, we declared the following cash dividends:

		Payable to Shareholders		Cash to
		of Record at the Close		be Paid
Date Declared		of Business on		Per Share		Date to be Paid
November 1, 2021		November 18, 2021		$0.58		December 16, 2021

The amount of future distributions will be determined, from time to time, by our Board of Directors to balance our goal of increasing long-term shareholder value and retaining sufficient cash to implement our current capital allocation policy, which prioritizes investment in quality assets that meet our return criteria, and then stock repurchases when we believe our stock price is below its intrinsic value. The actual amount, timing, and frequency of future dividends will be at the sole discretion of our Board of Directors and will be declared based upon various factors, many of which are beyond our control.

Registration Statements

We have on file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-4 registering shares of Class A common stock that we may issue in connection with the acquisition of wireless communication towers or antenna sites and related assets or companies who own wireless communication towers, antenna sites, or related assets. During the

nine months ended September 30, 2021, we did not issue any shares of Class A common stock under this registration statement. As of September 30, 2021, we had approximately 1.2 million shares of Class A common stock remaining under this registration statement.

On February 26, 2021, we filed with the Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3, which enables us to issue shares of our Class A common stock, preferred stock, debt securities, warrants, or depositary shares as well as units that include any of these securities. We will file a prospectus supplement containing the amount and type of securities each time we issue securities under our automatic shelf registration statement on Form S-3. No securities were issued under this registration statement through the date of this filing.

Debt Instruments and Debt Service Requirements

Revolving Credit Facility under the Senior Credit Agreement

On July 7, 2021, we, through our wholly owned subsidiary, SBA Senior Finance II LLC, amended our Revolving Credit Facility to (1) increase the total commitments under the Facility from $1.25 billion to $1.5 billion, (2) extend the maturity date of the Facility to July 7, 2026, (3) lower the applicable interest rate margins and commitment fees under the Facility, (4) provide mechanics relating to a transition away from LIBOR as a benchmark interest rate and the replacement of LIBOR by an alternative benchmark rate, (5) incorporate sustainability-linked targets which will adjust the Facility’s applicable interest and commitment fee rates upward or downward based on how we perform against those targets, and (6) amend certain other terms and conditions under the Senior Credit Agreement. As amended, the Revolving Credit Facility consists of a revolving loan under which up to $1.5 billion aggregate principal amount may be borrowed, repaid and redrawn, based upon specific financial ratios and subject to the satisfaction of other customary conditions to borrowing. Amounts borrowed under the Revolving Credit Facility accrue interest, at SBA Senior Finance II’s election, at either (1) the Eurodollar Rate plus a margin that ranges from 112.5 basis points to 150.0 basis points or (2) the Base Rate plus a margin that ranges from 12.5 basis points to 50.0 basis points, in each case based on the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated in accordance with the Senior Credit Agreement. In addition, SBA Senior Finance II is required to pay a commitment fee of between 0.15% and 0.25% per annum on the amount of unused commitment. Borrowings under the Revolving Credit Facility may be used for general corporate purposes. SBA Senior Finance II may, from time to time, borrow from and repay the Revolving Credit Facility. Consequently, the amount outstanding under the Revolving Credit Facility at the end of the period may not be reflective of the total amounts outstanding during such period.

During the three months ended September 30, 2021, we repaid $85.0 million of the outstanding balance under the Revolving Credit Facility. During the nine months ended September 30, 2021, we borrowed $810.0 million and repaid $1.2 billion of the outstanding balance under the Revolving Credit Facility. As of September 30, 2021, there was no balance outstanding under the Revolving Credit Facility. In addition, SBA Senior Finance II was required to pay a commitment fee of 0.25% per annum on the amount of the unused commitment. As of September 30, 2021, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

Subsequent to September 30, 2021, we borrowed $825.0 million and repaid $755.0 million of the outstanding balance under the Revolving Credit Facility. As of the date of this filing, $70.0 million was outstanding under the Revolving Credit Facility.

Term Loan under the Senior Credit Agreement

2018 Term Loan

On April 11, 2018, we, through our wholly owned subsidiary, SBA Senior Finance II LLC, obtained a term loan (the “2018 Term Loan”) under the amended and restated Senior Credit Agreement. The 2018 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $2.4 billion that matures on April 11, 2025. The 2018 Term Loan accrues interest, at SBA Senior Finance II’s election at either the Base Rate plus 75 basis points (with a zero Base Rate floor) or the Eurodollar Rate plus 175 basis points (with a zero Eurodollar Rate floor). The 2018 Term Loan was issued at 99.75% of par value. As of September 30, 2021, the 2018 Term Loan was accruing interest at 1.840% per annum. Principal payments on the 2018 Term Loan are being made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $6.0 million.

During the three and nine months ended September 30, 2021, we repaid an aggregate of $6.0 million and $18.0 million of principal on the 2018 Term Loan, respectively. As of September 30, 2021, the 2018 Term Loan had a principal balance of $2.3 billion.

On August 4, 2020, we, through our wholly owned subsidiary, SBA Senior Finance II, entered into an interest rate swap for $1.95 billion of notional value accruing interest at one month LIBOR plus 175 basis points for a fixed rate of 1.874% per annum through the maturity date of the 2018 Term Loan.

Secured Tower Revenue Securities

2021*-1C* Tower Securities

On May 14, 2021, we, through a New York common law trust (the “Trust”), issued $1.165 billion of Secured Tower Revenue Securities Series 2021-1C, which have an anticipated repayment date of November 9, 2026 and a final maturity date of May 9, 2051 (the “2021-1C Tower Securities”). The fixed interest rate on the 2021-1C Tower Securities is 1.631% per annum, payable monthly. Net proceeds from this offering were used to repay the entire aggregate principal amount of the 2017-1C Tower Securities ($760.0 million) and the Secured Tower Revenue Securities, Series 2017-1R ($40.0 million) and for general corporate purposes. We have incurred deferred financing fees of $12.6 million in relation to this transaction, which are being amortized through the anticipated repayment date of the 2021-1C Tower Securities.

2013-2C Tower Securities

On October 14, 2021, we repaid the entire aggregate principal amount of the 2013-2C Tower Securities ($575.0 million) which had an anticipated repayment date of April 11, 2023. Additionally, we expensed $2.0 million of deferred financing fees and accrued interest related to the repayment of the 2013-2C Tower Securities, which are reflected in loss from extinguishment of debt on the Consolidated Statement of Operations.

2021*-2C* Tower Securities and 2021-3C Tower Securities

On October 27, 2021, we, through the Trust, issued $895.0 million of 1.840% Secured Tower Revenue Securities Series 2021-2C which have an anticipated repayment date of April 9, 2027 and a final maturity date of October 10, 2051 (the “2021-2C Tower Securities”) and $895.0 million of 2.593% Secured Tower Revenue Securities Series 2021-3C which have an anticipated repayment date of October 9, 2031 and a final maturity date of October 10, 2056 (the “2021-3C Tower Securities”). The aggregate $1.79 billion of 2021-2C Tower Securities and 2021-3C Tower Securities have a blended interest rate of 2.217% and a weighted average life through the anticipated repayment date of 7.8 years.

Net proceeds from this offering were used to repay amounts outstanding under the Revolving Credit Facility and remaining proceeds will be used to redeem the entire aggregate principal amount of the 2016 Senior Notes ($1.1 billion) and to pay all premiums and costs associated with such redemption. We have incurred deferred financing fees of $18.3 million in relation to this transaction, which are being amortized through the anticipated repayment dates of the 2021-2C Tower Securities and 2021-3C Tower Securities.

Tower Revenue Securities Terms

As of September 30, 2021, we, through the Trust, had issued and outstanding an aggregate of $5.5 billion of Secured Tower Revenue Securities (“Tower Securities”). The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of certain of our subsidiaries that are borrowers on the mortgage loan (the “Borrowers”) under which there is a loan tranche for each Tower Security outstanding with the same interest rate and maturity date as the corresponding Tower Security. The mortgage loan will be paid from the operating cash flows from the aggregate 9,929 tower sites owned by the Borrowers as of September 30, 2021. The mortgage loan is secured by (1) mortgages, deeds of trust, and deeds to secure debt on a substantial portion of the tower sites, (2) a security interest in the tower sites and substantially all of the Borrowers’ personal property and fixtures, (3) the Borrowers’ rights under certain tenant leases, and (4) all of the proceeds of the foregoing. For each calendar month, SBA Network Management, Inc., an indirect subsidiary (“Network Management”), is entitled to receive a management fee equal to 4.5% of the Borrowers’ operating revenues for the immediately preceding calendar month.

‎

The table below sets forth the material terms of our outstanding Tower Securities as of the date of this filing:

Security		Issue Date			Amount Outstanding			Interest Rate			Anticipated Repayment Date			Final Maturity Date
2013-2C Tower Securities (1)		Apr. 18, 2013			$575.0 million			3.722%			Apr. 11, 2023			Apr. 9, 2048
2014-2C Tower Securities		Oct. 15, 2014			$620.0 million			3.869%			Oct. 8, 2024			Oct. 8, 2049
2018-1C Tower Securities		Mar. 9, 2018			$640.0 million			3.448%			Mar. 9, 2023			Mar. 9, 2048
2019-1C Tower Securities		Sep. 13, 2019			$1.165 billion			2.836%			Jan. 12, 2025			Jan. 12, 2050
2020-1C Tower Securities		Jul. 14, 2020			$750.0 million			1.884%			Jan. 9, 2026			Jul. 11, 2050
2020-2C Tower Securities		Jul. 14, 2020			$600.0 million			2.328%			Jan. 11, 2028			Jul. 9, 2052
2021-1C Tower Securities		May 14, 2021			$1.165 billion			1.631%			Nov. 9, 2026			May 9, 2051
2021-2C Tower Securities (2)		Oct. 27, 2021			$895.0 million			1.840%			Apr. 9, 2027			Oct. 10, 2051
2021-3C Tower Securities (2)		Oct. 27, 2021			$895.0 million			2.593%			Oct. 9, 2031			Oct. 10, 2056

(1)On October 14, 2021, we repaid the entire aggregate principal amount of the 2013-2C Tower Securities. For further discussion, refer to “Secured Tower Revenue Securities” above.

(2)On October 27, 2021, we issued the 2021-2C Tower Securities and the 2021-3C Tower Securities. Net proceeds were used to repay amounts outstanding under the Revolving Credit Facility and remaining proceeds will be used to redeem the entire aggregate principal amount of the 2016 Senior Notes. For further discussion, refer to “Secured Tower Revenue Securities” above and “Senior Notes” below.

Risk Retention Tower Securities

In addition, to satisfy certain risk retention requirements of Regulation RR promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), SBA Guarantor, LLC, a wholly owned subsidiary, purchased (1) $33.7 million of Secured Tower Revenue Securities Series 2018-1R (the “2018-1R Tower Securities”) issued by the Trust with a fixed interest rate of 4.949% per annum, payable monthly, and with the same anticipated repayment date and final maturity date as the 2018-1C Tower Securities, (2) $61.4 million of Secured Tower Revenue Securities Series 2019-1R (the “2019-1R Tower Securities”) issued by the Trust with a fixed interest rate of 4.213% per annum, payable monthly, and with the same anticipated repayment date and final maturity date as the 2019-1C Tower Securities, (3) $71.1 million of Secured Tower Revenue Securities Series 2020-2R (the “2020-2R Tower Securities”) issued by the Trust with a fixed interest rate of 4.336% per annum, payable monthly, and with the same anticipated repayment date and final maturity date as the 2020-2C Tower Securities, (4) $61.4 million of Secured Tower Revenue Securities Series 2021-1R (the “2021-1R Tower Securities”) issued by the Trust with a fixed interest rate of 3.625% per annum, payable monthly, and with the same anticipated repayment date and final maturity date as the 2021-1C Tower Securities, and (5) $94.3 million of Secured Tower Revenue Securities Series 2021-3R (the “2021-3R Tower Securities”) issued by the Trust with a fixed interest rate of 4.090% per annum, payable monthly, and with the same anticipated repayment date and final maturity date as the 2021-3C Tower Securities. Principal and interest payments made on the 2018-1R Tower Securities, 2019-1R Tower Securities, 2020-2R Tower Securities, 2021-1R Tower Securities, and 2021-3R Tower Securities eliminate in consolidation.

As of September 30, 2021, the Borrowers met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement.

Senior Notes

On January 29, 2021, we issued $1.5 billion of unsecured senior notes due February 1, 2029 at par value (the “2021 Senior Notes”). The 2021 Senior Notes accrue interest at a rate of 3.125% per annum. Interest on the 2021 Senior Notes is due semi-annually on February 1 and August 1 of each year, beginning on August 1, 2021. We incurred financing fees of $14.5 million to date in relation to this transaction, which are being amortized through the maturity date. Net proceeds from this offering were used to redeem all of the outstanding principal amount of the 2017 Senior Notes, repay the amounts outstanding under the Revolving Credit Facility, and for general corporate purposes.

The 2021 Senior Notes are subject to redemption in whole or in part on or after February 1, 2024 at the redemption prices set forth in the indenture agreement plus accrued and unpaid interest. Prior to February 1, 2024, we may, at our option, redeem up to 35% of the aggregate principal amount of the 2021 Senior Notes originally issued at a redemption price of 103.125% of the principal amount of the 2021 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. We may redeem the 2021 Senior Notes during the twelve-month period beginning on the following dates at the following redemption prices: February 1, 2024 at 101.563%, February 1, 2025 at 100.781%, or February 1, 2026 until maturity at 100.000%, of the principal amount of the 2021 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.

The table below sets forth the material terms of our outstanding senior notes as of September 30, 2021:

Senior Notes		Issue Date		Amount Outstanding		Interest Rate Coupon		Maturity Date		Interest Due Dates		Optional Redemption Date
2016 Senior Notes (1)		Aug. 15, 2016		$1.1 billion		4.875%		Sep. 1, 2024		Mar. 1 & Sep. 1		Sep. 1, 2019
2020 Senior Notes		Feb. 4, 2020		$1.5 billion		3.875%		Feb. 15, 2027		Feb. 15 & Aug. 15		Feb. 15, 2023
2021 Senior Notes		Jan. 29, 2021		$1.5 billion		3.125%		Feb. 1, 2029		Feb. 1 & Aug. 1		Feb. 1, 2024

(1)Proceeds from the issuance of the 2021-2C Tower Securities and 2021-3C Tower Securities will be used to redeem the entire aggregate principal amount of the 2016 Senior Notes.

The unsecured senior notes are subject to redemption in whole or in part at the redemption prices set forth in the indenture agreement plus accrued and unpaid interest. We may redeem each of the senior notes during the time periods and at the redemption prices set forth in the indentures.

Debt Service

As of September 30, 2021, we believe that our cash on hand, capacity available under our Revolving Credit Facility, and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months.

The following table illustrates our estimate of our debt service requirement over the next twelve months based on the amounts outstanding as of September 30, 2021 and the interest rates accruing on those amounts on such date (in thousands):

Revolving Credit Facility (1)		$	3,750
2018 Term Loan (2)			67,386
2013-2C Tower Securities (3)			21,585
2014-2C Tower Securities			24,185
2018-1C Tower Securities			22,270
2019-1C Tower Securities			33,409
2020-1C Tower Securities			14,368
2020-2C Tower Securities			14,159
2021-1C Tower Securities			19,371
2016 Senior Notes (4)			53,625
2020 Senior Notes			58,125
2021 Senior Notes			46,875
Total debt service for the next 12 months (2)(4)		$	379,108

(1)As of September 30, 2021, no amount was outstanding under the Revolving Credit Facility. Subsequent to September 30, 2021, we borrowed $825.0 million and repaid $755.0 million of the outstanding balance under the Revolving Credit Facility. As of the date of this filing, $70.0 million was outstanding under the Revolving Credit Facility.

(2)Total debt service on the 2018 Term Loan includes the impact of the interest rate swap entered into on August 4, 2020, which swapped $1.95 billion of notional value accruing interest at one month LIBOR plus 175 basis points for a fixed rate of 1.874% per annum through the maturity date of the 2018 Term Loan.

(3)On October 14, 2021, we repaid the entire aggregate principal amount of the 2013-2C Tower Securities ($575.0 million). For further discussion, refer to “Secured Tower Revenue Securities” above.

(4)Total debt service excludes interest payments on the $895.0 million 2021-2C Tower Securities and the $895.0 million 2021-3C Tower Securities issued October 27, 2021, proceeds from which were used to repay amounts outstanding under the Revolving Credit Facility and remaining proceeds will be used to redeem the entire aggregate principal amount of the 2016 Senior Notes ($1.1 billion).