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, South Africa, the Philippines, and Tanzania. Our primary business line is our site leasing business, which contributed 96.3% of our total segment operating profit for the nine months ended September 30, 2022. In our site leasing business, we (1) lease space to wireless service providers and other customers on assets that we own or operate and (2) manage rooftop and tower sites for property owners under various contractual arrangements. As of September 30, 2022, we owned 36,519 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, South Africa, the Philippines, and Tanzania. As of September 30, 2022, 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, 2022. In addition, as of September 30, 2022, approximately 30% of our total towers are located in Brazil and no other international markets (each country is considered a market) represented more than 5% of our total towers.

We derive site leasing revenues from all the major carriers in each of the 16 countries in which we operate. Our tenant leases are either individual leases by tower site or governed by master lease agreements, which provide for the material terms and conditions that will govern the terms of the use of the site. Our tenant leases are generally for an initial term of five years to 15 years with multiple renewal periods at the option of the tenant. Our tenant leases either (1) contain specific annual rent escalators, (2) escalate

annually in accordance with an inflationary index, or (3) escalate using a combination of fixed and inflation adjusted escalators. In addition, our international site leases may include pass-through charges, such as rent related to ground leases and other property interests, utilities, and fuel.

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;

Fuel (in those international markets that do not have an available electric grid at our tower sites); and

Lease initial direct cost amortization.

Ground leases and other property interests are generally for an initial term of five years or more with multiple renewal periods, which are at our option. Our ground leases either (1) contain specific annual rent escalators, (2) escalate annually in accordance with an inflationary index or (3) escalate using a combination of fixed and inflation adjusted escalators. As of September 30, 2022, 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, South Africa, and the Philippines, 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, Peru, and Tanzania, 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		2022			2021			2022			2021
Domestic site leasing			76.9%			80.5%			77.7%			80.6%
International site leasing			18.5%			16.7%			18.6%			16.9%
Total site leasing			95.4%			97.2%			96.3%			97.5%

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. 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 2022, we expect organic site leasing revenue in both our domestic and international segments to increase over 2021 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 continue to believe that our priority is to make investments focused on increasing Adjusted Funds From Operations per share. 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.

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, 2021. 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.

RESULTS OF OPERATIONS

This report presents our financial results and other financial metrics on a GAAP basis and with respect to our international and consolidated results 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, 2022 Compared to Three Months Ended September 30, 2021

Revenues and Segment Operating Profit:

		For the three months ended												Constant
		September 30,						Foreign			Constant			Currency
		2022			2021			Currency Impact			Currency Change			% Change
Revenues		(in thousands)
Domestic site leasing		$	449,595		$	426,758		$	—		$	22,837			5.4%
International site leasing			137,707			108,734			(3,272)			32,245			29.7%
Site development			88,282			53,813			—			34,469			64.1%
Total		$	675,584		$	589,305		$	(3,272)		$	89,551			15.2%
Cost of Revenues
Domestic site leasing		$	66,423		$	65,260		$	—		$	1,163			1.8%
International site leasing			45,590			33,406			(1,203)			13,387			40.1%
Site development			65,540			41,357			—			24,183			58.5%
Total		$	177,553		$	140,023		$	(1,203)		$	38,733			27.7%
Operating Profit
Domestic site leasing		$	383,172		$	361,498		$	—		$	21,674			6.0%
International site leasing			92,117			75,328			(2,069)			18,858			25.0%
Site development			22,742			12,456			—			10,286			82.6%

Revenues

Domestic site leasing revenues increased $22.8 million for the three months ended September 30, 2022, as compared to the prior year, primarily due to (1) 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 and (2) revenues from 103 towers acquired and 9 towers built since July 1, 2021, partially offset by lease non-renewals.

International site leasing revenues increased $29.0 million for the three months ended September 30, 2022, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $32.2 million. These changes were primarily due to (1) revenues from 2,248 towers acquired (including 1,445 towers under the deal with Airtel Tanzania) and 465 towers built since July 1, 2021, (2) an increase in reimbursable pass-through expenses due primarily to increases in CPI escalators on our ground leases, and (3) organic site leasing growth from new leases, amendments, and contractual escalators, partially offset by lease non-renewals. Site leasing revenue in Brazil represented 12.0% of total site leasing revenue for the period. No other individual international market represented more than 5% of our total site leasing revenue.

Site development revenues increased $34.5 million for the three months ended September 30, 2022, as compared to prior year, as a result of increased carrier activity driven primarily by T-Mobile and Verizon.

Operating Profit

Domestic site leasing segment operating profit increased $21.7 million for the three months ended September 30, 2022, as compared to the prior year, primarily due to additional profit generated by (1) towers acquired and built since July 1, 2021 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 $16.8 million for the three months ended September 30, 2022, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $18.9 million. These changes were primarily due to additional profit generated by (1) towers acquired and built since July 1, 2021 and organic site

leasing growth as noted above and (2) the positive impact of our ground lease purchase program, partially offset by our increased site leasing cost of revenues largely as a result of our new site additions and expansion into new markets.

Site development segment operating profit increased $10.3 million for the three months ended September 30, 2022, as compared to the prior year, as a result of increased carrier activity driven primarily by T-Mobile and Verizon.

Selling, General, and Administrative Expenses:

		For the three months ended												Constant
		September 30,						Foreign			Constant			Currency
		2022			2021			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	26,189		$	27,983		$	—		$	(1,794)			(6.4%)
International site leasing			14,952			9,272			(444)			6,124			66.0%
Total site leasing		$	41,141		$	37,255		$	(444)		$	4,330			11.6%
Site development			5,711			4,791			—			920			19.2%
Other			18,991			8,954			—			10,037			112.1%
Total		$	65,843		$	51,000		$	(444)		$	15,287			30.0%

Selling, general, and administrative expenses increased $14.8 million for the three months ended September 30, 2022, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses increased $15.3 million. These changes were primarily as a result of an increase in non-cash compensation, personnel, and other support related costs due in part to our entry into new markets.

The decrease in Domestic site leasing (which has been allocated to International site leasing and Other selling, general, and administrative expenses) was primarily due to changes in our internal cost allocations.

Asset Impairment and Decommission Costs:

		For the three months ended												Constant
		September 30,						Foreign			Constant			Currency
		2022			2021			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	7,835		$	6,113		$	—		$	1,722			28.2%
International site leasing			697			3,747			(42)			(3,008)			(80.3%)
Total		$	8,532		$	9,860		$	(42)		$	(1,286)			(13.0%)

Asset impairment and decommission costs decreased $1.3 million for the three months ended September 30, 2022, as compared to the prior year. These changes were primarily as a result of a decrease in impairment charges resulting from our regular analysis of whether the anticipated future discounted cash flows from certain towers are sufficient to recover the carrying value of the investment in those towers.

Depreciation, Accretion, and Amortization Expense:

		For the three months ended												Constant
		September 30,						Foreign			Constant			Currency
		2022			2021			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	122,149		$	123,705		$	—		$	(1,556)			(1.3%)
International site leasing			49,530			45,035			(1,050)			5,545			12.3%
Total site leasing		$	171,679		$	168,740		$	(1,050)		$	3,989			2.4%
Site development			624			565			—			59			10.4%
Other			1,522			1,611			—			(89)			(5.5%)
Total		$	173,825		$	170,916		$	(1,050)		$	3,959			2.3%

Domestic site leasing depreciation, accretion, and amortization expense decreased $1.6 million for the three months ended September 30, 2022, as compared to the prior year. 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 July 1, 2021.

International site leasing depreciation, accretion, and amortization expense increased $4.5 million for the three months ended September 30, 2022, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense increased $5.5 million. These changes were primarily due to the increase in the number of towers we acquired and built since July 1, 2021, partially offset by the impact of assets that became fully depreciated since the prior year period.

Operating Income (Expense):

		For the three months ended												Constant
		September 30,						Foreign			Constant			Currency
		2022			2021			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	222,681		$	200,786		$	—		$	21,895			10.9%
International site leasing			24,412			14,455			(360)			10,317			71.4%
Total site leasing		$	247,093		$	215,241		$	(360)		$	32,212			15.0%
Site development			16,407			7,100			—			9,307			131.1%
Other			(20,513)			(10,565)			—			(9,948)			94.2%
Total		$	242,987		$	211,776		$	(360)		$	31,571			14.9%

Domestic site leasing operating income increased $21.9 million for the three months ended September 30, 2022, as compared to the prior year, primarily due to higher segment operating profit and decreases in selling, general, and administrative expenses and depreciation, accretion, and amortization expense, partially offset by an increase in asset impairment and decommission costs.

International site leasing operating income increased $10.0 million for the three months ended September 30, 2022, as compared to the prior year. On a constant currency basis, international site leasing operating income increased $10.3 million. These changes were primarily due to higher segment operating profit and a decrease in asset impairment and decommission costs, partially offset by increases in selling, general, and administrative expenses and depreciation, accretion, and amortization expense.

Site development operating income increased $9.3 million for the three months ended September 30, 2022, as compared to the prior year, primarily due to higher segment operating profit driven by more activity from T-Mobile and Verizon.

Other Income (Expense):

		For the three months ended												Constant
		September 30,						Foreign			Constant			Currency
		2022			2021			Currency Impact			Currency Change			% Change
		(in thousands)
Interest income		$	2,858		$	945		$	(5)		$	1,918			203.0%
Interest expense			(86,961)			(89,199)			(5)			2,243			(2.5%)
Non-cash interest expense			(11,528)			(11,820)			—			292			(2.5%)
Amortization of deferred financing fees			(4,955)			(4,934)			—			(21)			0.4%
Other expense, net			(39,756)			(69,804)			30,327			(279)			20.1%
Total		$	(140,342)		$	(174,812)		$	30,317		$	4,153			(3.9%)

Interest income increased $1.9 million for the three months ended September 30, 2022, as compared to the prior year. This change was primarily due to a higher amount of interest-bearing deposits held as well as higher effective interest rates on those deposits as compared to the prior year.

Interest expense decreased $2.2 million for the three months ended September 30, 2022, as compared to the prior year. This change was primarily due to a lower weighted average interest rate, partially offset by a higher average principal amount of cash-interest bearing debt outstanding.

Other expense, net includes a $37.4 million loss on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries for the three months ended September 30, 2022, while the prior year period included a $67.6 million loss.

(Provision) Benefit for Income Taxes:

		For the three months ended												Constant
		September 30,						Foreign			Constant			Currency
		2022			2021			Currency Impact			Currency Change			% Change
		(in thousands)
(Provision) benefit for income taxes		$	(2,883)		$	10,834		$	(10,792)		$	(2,925)			24.3%

Provision for income taxes increased $13.7 million for the three months ended September 30, 2022, as compared to the prior year. On a constant currency basis, provision for income taxes increased $2.9 million primarily due to increases in current state taxes and withholding taxes offset by a decrease in deferred withholding taxes.

Net Income:

		For the three months ended												Constant
		September 30,						Foreign			Constant			Currency
		2022			2021			Currency Impact			Currency Change			% Change
		(in thousands)
Net income		$	99,762		$	47,798		$	19,165		$	32,799			35.1%

Net income increased $52.0 million for the three months ended September 30, 2022, as compared to the prior year. On a constant currency basis, net income increased $32.8 million due to increases in operating income and interest income and a decrease in interest expense, partially offset by an increase in provision for income taxes.

Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

Revenues and Segment Operating Profit:

		For the nine months ended												Constant
		September 30,						Foreign			Constant			Currency
		2022			2021			Currency Impact			Currency Change			% Change
Revenues		(in thousands)
Domestic site leasing		$	1,324,666		$	1,249,291		$	—		$	75,375			6.0%
International site leasing			402,301			315,523			2,411			84,367			26.7%
Site development			220,393			148,882			—			71,511			48.0%
Total		$	1,947,360		$	1,713,696		$	2,411		$	231,253			13.5%
Cost of Revenues
Domestic site leasing		$	197,995		$	194,455		$	—		$	3,540			1.8%
International site leasing			132,687			95,055			606			37,026			39.0%
Site development			165,809			116,172			—			49,637			42.7%
Total		$	496,491		$	405,682		$	606		$	90,203			22.2%
Operating Profit
Domestic site leasing		$	1,126,671		$	1,054,836		$	—		$	71,835			6.8%
International site leasing			269,614			220,468			1,805			47,341			21.5%
Site development			54,584			32,710			—			21,874			66.9%

Revenues

Domestic site leasing revenues increased $75.4 million for the nine months ended September 30, 2022, as compared to the prior year, primarily due to (1) 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 and (2) revenues from 863 towers acquired (including wireless tenant licenses on 715 utility transmission structures from the PG&E transaction) and 12 towers built since January 1, 2021, partially offset by lease non-renewals.

International site leasing revenues increased $86.8 million for the nine months ended September 30, 2022, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $84.4 million. These changes were primarily due to (1) revenues from 2,276 towers acquired (including 1,445 towers under the deal with Airtel Tanzania) and 622 towers built since January 1, 2021, (2) an increase in reimbursable pass-through expenses due primarily to increases in CPI escalators on our ground leases, and (3) organic site leasing growth from new leases, amendments, and contractual escalators, partially offset by lease non-

renewals. Site leasing revenue in Brazil represented 12.2% of total site leasing revenue for the period. No other individual international market represented more than 5% of our total site leasing revenue.

Site development revenues increased $71.5 million for the nine months ended September 30, 2022, as compared to prior year, as a result of increased carrier activity driven primarily by T-Mobile and Verizon.

Operating Profit

Domestic site leasing segment operating profit increased $71.8 million for the nine months ended September 30, 2022, as compared to the prior year, primarily due to additional profit generated by (1) towers acquired and built since January 1, 2021 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 $49.1 million for the nine months ended September 30, 2022, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $47.3 million. These changes were primarily due to additional profit generated by (1) towers acquired and built since January 1, 2021 and organic site leasing growth as noted above and (2) the positive impact of our ground lease purchase program, partially offset by our increased site leasing cost of revenues largely as a result of our new site additions and expansion into new markets.

Site development segment operating profit increased $21.9 million for the nine months ended September 30, 2022, as compared to the prior year, as a result of increased carrier activity driven primarily by T-Mobile and Verizon.

Selling, General, and Administrative Expenses:

		For the nine months ended												Constant
		September 30,						Foreign			Constant			Currency
		2022			2021			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	75,787		$	85,240		$	—		$	(9,453)			(11.1%)
International site leasing			45,519			26,553			(655)			19,621			73.9%
Total site leasing		$	121,306		$	111,793		$	(655)		$	10,168			9.1%
Site development			16,445			14,574			—			1,871			12.8%
Other			53,490			30,179			—			23,311			77.2%
Total		$	191,241		$	156,546		$	(655)		$	35,350			22.6%

Selling, general, and administrative expenses increased $34.7 million for the nine months ended September 30, 2022, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses increased $35.4 million. These changes were primarily as a result of an increase in non-cash compensation, personnel, and other support related costs due in part to our entry into new markets.

The decrease in Domestic site leasing (which has been allocated to International site leasing and Other selling, general, and administrative expenses) was primarily due to changes in our internal cost allocations.

Asset Impairment and Decommission Costs:

		For the nine months ended												Constant
		September 30,						Foreign			Constant			Currency
		2022			2021			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	20,407		$	12,674		$	—		$	7,733			61.0%
International site leasing			5,158			5,740			(89)			(493)			(8.6%)
Total site leasing		$	25,565		$	18,414		$	(89)		$	7,240			39.3%
Other			—			146			—			(146)			(100.0%)
Total		$	25,565		$	18,560		$	(89)		$	7,094			38.2%

Asset impairment and decommission costs increased $7.0 million, on an actual and constant currency basis, for the nine months ended September 30, 2022, as compared to the prior year. These changes were primarily as a result of an 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 due in part to increased churn from Sprint.

Depreciation, Accretion, and Amortization Expenses:

		For the nine months ended												Constant
		September 30,						Foreign			Constant			Currency
		2022			2021			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	367,853		$	390,730		$	—		$	(22,877)			(5.9%)
International site leasing			150,008			132,900			1,066			16,042			12.1%
Total site leasing		$	517,861		$	523,630		$	1,066		$	(6,835)			(1.3%)
Site development			1,831			1,727			—			104			6.0%
Other			4,849			4,909			—			(60)			(1.2%)
Total		$	524,541		$	530,266		$	1,066		$	(6,791)			(1.3%)

Domestic site leasing depreciation, accretion, and amortization expense decreased $22.9 million for the nine months ended September 30, 2022, as compared to the prior year. 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 January 1, 2021.

International site leasing depreciation, accretion, and amortization expense increased $17.1 million for the nine months ended September 30, 2022, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense increased $16.0 million. These changes were primarily due to the increase in the number of towers we acquired and built since January 1, 2021, partially offset by the impact of assets that became fully depreciated since the prior year period.

Operating Income (Expense):

		For the nine months ended												Constant
		September 30,						Foreign			Constant			Currency
		2022			2021			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	651,919		$	555,353		$	—		$	96,566			17.4%
International site leasing			60,858			48,589			1,511			10,758			22.1%
Total site leasing		$	712,777		$	603,942		$	1,511		$	107,324			17.8%
Site development			36,308			16,409			—			19,899			121.3%
Other			(58,339)			(35,234)			—			(23,105)			65.6%
Total		$	690,746		$	585,117		$	1,511		$	104,118			17.8%

Domestic site leasing operating income increased $96.6 million for the nine months ended September 30, 2022, as compared to the prior year, primarily due to higher segment operating profit and decreases in depreciation, accretion, and amortization expense and selling, general, and administrative expenses, partially offset by an increase in asset impairment and decommission costs.

International site leasing operating income increased $12.3 million for the nine months ended September 30, 2022, as compared to the prior year. On a constant currency basis, international site leasing operating income increased $10.8 million. These changes were primarily due to higher segment operating profit and decreased asset impairment and decommission costs, partially offset by increases in selling, general, and administrative expenses and depreciation, accretion, and amortization expense.

Site development operating income increased $19.9 million for the nine months ended September 30, 2022, as compared to the prior year, primarily due to higher segment operating profit driven by more activity from T-Mobile and Verizon.

‎

Other Income (Expense):

		For the nine months ended												Constant
		September 30,						Foreign			Constant			Currency
		2022			2021			Currency Impact			Currency Change			% Change
		(in thousands)
Interest income		$	6,878		$	2,124		$	114		$	4,640			218.5%
Interest expense			(253,528)			(269,839)			(8)			16,319			(6.0%)
Non-cash interest expense			(34,582)			(35,436)			—			854			(2.4%)
Amortization of deferred financing fees			(14,758)			(14,690)			—			(68)			0.5%
Loss from extinguishment of debt, net			—			(13,672)			—			13,672			(100.0%)
Other income (expense), net			2,262			(49,390)			50,453			1,199			(19.4%)
Total		$	(293,728)		$	(380,903)		$	50,559		$	36,616			(10.8%)

Interest income increased $4.8 million for the nine months ended September 30, 2022, as compared to the prior year. This change was primarily due to a higher amount of interest-bearing deposits held as well as higher effective interest rates on those deposits as compared to the prior year.

Interest expense decreased $16.3 million for the nine months ended September 30, 2022, as compared to the prior year primarily due to a lower weighted-average interest rate, partially offset by a higher average principal amount of cash interest bearing debt outstanding.

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.

Other income, net includes a $8.5 million gain on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries for the nine months ended September 30, 2022, while the prior year period included a $42.6 million loss.

Provision for Income Taxes:

		For the nine months ended												Constant
		September 30,						Foreign			Constant			Currency
		2022			2021			Currency Impact			Currency Change			% Change
		(in thousands)
Provision for income taxes		$	(39,797)		$	(15,494)		$	(21,543)		$	(2,760)			9.2%

Provision for income taxes increased $24.3 million for the nine months ended September 30, 2022, as compared to the prior year. On a constant currency basis, provision for income taxes increased $2.8 million. These changes were primarily due to an increase in state taxes offset by a decrease in deferred foreign taxes.

Net Income (Loss):

		For the nine months ended												Constant
		September 30,						Foreign			Constant			Currency
		2022			2021			Currency Impact			Currency Change			% Change
		(in thousands)
Net income		$	357,221		$	188,720		$	30,527		$	137,974			63.4%

Net income increased $168.5 million for the nine months ended September 30, 2022. On a constant currency basis, net income increased $138.0 million. These changes were primarily due to increases in operating income and interest income and decreases in interest expense and loss from the extinguishment of debt, partially offset by an increase in 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. As discussed above, 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 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
		2022			2021			Currency Impact			Currency Change			% Change
		(in thousands)
Net income		$	99,762		$	47,798		$	19,165		$	32,799			35.1%
Non-cash straight-line leasing revenue			(11,686)			(10,392)			3			(1,297)			12.5%
Non-cash straight-line ground lease expense			478			1,734			(31)			(1,225)			(70.6%)
Non-cash compensation			25,492			17,111			(191)			8,572			50.1%
Other expense (income), net			39,756			69,804			(30,327)			279			20.1%
Acquisition and new business initiatives
related adjustments and expenses			6,844			5,730			(173)			1,287			22.5%
Asset impairment and decommission costs			8,532			9,860			(42)			(1,286)			(13.0%)
Interest income			(2,858)			(945)			5			(1,918)			203.0%
Interest expense (1)			103,444			105,953			5			(2,514)			(2.4%)
Depreciation, accretion, and amortization			173,825			170,916			(1,050)			3,959			2.3%
Provision (benefit) for income taxes (2)			3,170			(10,605)			10,790			2,985			24.3%
Adjusted EBITDA		$	446,759		$	406,964		$	(1,846)		$	41,641			10.2%

‎

		For the nine months ended												Constant
		September 30,						Foreign			Constant			Currency
		2022			2021			Currency Impact			Currency Change			% Change
		(in thousands)
Net income		$	357,221		$	188,720		$	30,527		$	137,974			63.4%
Non-cash straight-line leasing revenue			(29,542)			(20,483)			120			(9,179)			44.8%
Non-cash straight-line ground lease expense			2,253			6,383			(57)			(4,073)			(63.8%)
Non-cash compensation			74,140			59,175			(302)			15,267			25.8%
Loss from extinguishment of debt, net			—			13,672			—			(13,672)			(100.0%)
Other (income) expense, net			(2,262)			49,390			(50,453)			(1,199)			19.4%
Acquisition and new business initiatives
related adjustments and expenses			18,776			17,525			(28)			1,279			7.3%
Asset impairment and decommission costs			25,565			18,560			(89)			7,094			38.2%
Interest income			(6,878)			(2,124)			(114)			(4,640)			218.5%
Interest expense (1)			302,868			319,965			8			(17,105)			(5.3%)
Depreciation, accretion, and amortization			524,541			530,266			1,066			(6,791)			(1.3%)
Provision for income taxes (2)			41,579			16,178			21,548			3,853			12.6%
Adjusted EBITDA		$	1,308,261		$	1,197,227		$	2,226		$	108,808			9.1%

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

(2)Provision for taxes includes $287 and $229 of franchise taxes for the three months ended September 30, 2022 and 2021, respectively, and $1,782 and $684 of franchise taxes for the nine months ended September 30, 2022 and 2021, respectively, reflected in selling, general, and administrative expenses on the Consolidated Statements of Operations.

Adjusted EBITDA increased $39.8 million for the three months ended September 30, 2022, as compared to the prior year period. On a constant currency basis, Adjusted EBITDA increased $41.6 million. These changes were primarily due to an increase in segment operating profit in each of our three segments, partially offset by an increase in cash selling, general, and administrative expenses.

Adjusted EBITDA increased $111.0 million for the nine months ended September 30, 2022, as compared to the prior year period. On a constant currency basis, Adjusted EBITDA increased $108.8 million. These changes were primarily due to an increase in segment operating profit in each of our three segments, 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,
		2022			2021
		(in thousands)
Cash provided by operating activities		$	997,066		$	891,330
Cash used in investing activities			(591,311)			(1,277,822)
Cash (used in) provided by financing activities			(566,068)			308,612
Change in cash, cash equivalents, and restricted cash			(160,313)			(77,880)
Effect of exchange rate changes on cash, cash equiv., and restricted cash			4,561			(10,529)
Cash, cash equivalents, and restricted cash, beginning of period			435,626			342,808
Cash, cash equivalents, and restricted cash, end of period		$	279,874		$	254,399

Operating Activities

Cash provided by operating activities was $997.1 million for the nine months ended September 30, 2022 as compared to $891.3 million for the nine months ended September 30, 2021. The increase was primarily due to an increase in 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,
		2022			2021
		(in thousands)
Acquisitions of towers and related intangible assets (1)(2)		$	(343,967)		$	(217,140)
Acquisition of right-of-use assets (3)			(2,220)			(948,392)
Land buyouts and other assets (4)(5)			(72,534)			(22,222)
Construction and related costs			(72,275)			(39,182)
Augmentation and tower upgrades			(39,514)			(22,886)
Tower maintenance			(29,975)			(25,243)
General corporate			(6,584)			(3,096)
Other investing activities (6)			(24,242)			339
Net cash used in investing activities		$	(591,311)		$	(1,277,822)

(1)During the nine months ended September 30, 2022, we closed on 1,445 sites from Airtel Tanzania for $176.1 million. Legal title has been fully transferred for 1,234 of the towers. The remaining 211 towers are pending post-closing due diligence and continue to be accounted for as acquired and other right-of-use assets, net on the consolidated balance sheet until transfer of title for these towers is completed, which we anticipate to be in tranches through the end of the second quarter of 2023. Upon legal transfer, these assets will be reclassified to tower related assets. During this period of time, we have all the economic rights and obligations related to these towers.

(2)The nine months ended September 30, 2021 includes $77.1 million of acquisitions completed during the fourth quarter of 2020 which were not funded until the first quarter of 2021.

(3)During the nine months ended September 30, 2021, we acquired the exclusive right to lease and operate utility transmission structures, which included existing wireless tenant licenses from PG&E for $969.9 million, net of working capital adjustments.

(4)Excludes $10.6 million and $11.3 million spent to extend ground lease terms for the nine months ended September 30, 2022 and 2021, respectively.

(5)The nine months ended September 30, 2022 includes amounts paid related to the acquisition of a data center in Brazil during the second quarter of 2022.

(6)The nine months ended September 30, 2022 includes amounts paid for the purchase of and received from the sale of short-term investments.

On October 11, 2022, we completed the previously announced acquisition of 2,632 sites from Grupo TorreSur in Brazil for $725.0 million in cash, net of working capital adjustments. We used borrowings under the Revolving Credit Facility and cash on hand to fund the acquisition.

Additionally, subsequent to September 30, 2022, we purchased or are under contract to purchase approximately 34 communication sites for an aggregate consideration of $28.5 million in cash. We anticipate that these acquisitions will be consummated by the end of the first quarter of 2023.

For 2022, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of $48.0 million to $53.0 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 $1,380.0 million to $1,390.0 million. We expect to fund these cash capital expenditures from, among other sources, 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,
		2022			2021
		(in thousands)
Net borrowings (repayments) under Revolving Credit Facility (1)		$	60,000		$	(380,000)
Proceeds from issuance of Senior Notes, net of fees (1)			—			1,485,512
Repayment of Senior Notes (1)			—			(757,500)
Proceeds from issuance of Tower Securities, net of fees (1)			—			1,152,437
Repayment of Tower Securities (1)			—			(760,000)
Repurchase and retirement of common stock (2)			(431,666)			(284,343)
Payment of dividends on common stock			(230,102)			(190,456)
Proceeds from employee stock purchase/stock option plans, net of taxes			23,840			64,127
Other financing activities			11,860			(21,165)
Net cash (used in) provided by financing activities		$	(566,068)		$	308,612

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

(2)For additional information, refer to Item 2. Issuer Purchases of Equity Securities.

Dividends

For the nine months ended September 30, 2022, 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 27, 2022		March 10, 2022		$0.71		$76.9 million		March 25, 2022
April 24, 2022		May 19, 2022		$0.71		$76.6 million		June 14, 2022
July 31, 2022		August 25, 2022		$0.71		$76.7 million		September 20, 2022

Dividends paid in 2022 were ordinary taxable dividends.

Subsequent to September 30, 2022, 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
October 30, 2022		November 17, 2022		$0.71		December 15, 2022

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, 2022, we did not issue any shares of Class A common stock under this registration statement. As of September 30, 2022, we had approximately 1.2 million shares of Class A common stock remaining under this registration statement.

We have on file with the Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3ASR, 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-3ASR. 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

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 LLC, our wholly owned subsidiary (“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. If not earlier terminated by SBA Senior Finance II, the Revolving Credit Facility will terminate on, and SBA Senior Finance II will repay all amounts outstanding on or before, July 7, 2026. Furthermore, the Revolving Credit Facility provides mechanics relating to a transition away from LIBOR as a benchmark interest rate and the replacement of LIBOR by an alternative benchmark rate and incorporates sustainability-linked targets which will adjust the Facility’s applicable interest and commitment fee rates upward or downward based on how the Company performs against those targets. 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.

The key terms of the revolving credit facility are as follows:

				Unused		Financial Covenant
		Interest Rate		Commitment		Compliance
		as of		Fee as of		Status as of
		September 30, 2022 (1)		September 30, 2022 (2)		September 30, 2022
Revolving Credit Facility		4.540%		0.190%		In Compliance

(1)The rate reflected includes a 0.050% reduction in the applicable spread as a result of meeting certain sustainability-linked targets as of December 31, 2021.

(2)The rate reflected includes a 0.010% reduction in the applicable commitment fee as a result of meeting certain sustainability-linked targets as of December 31, 2021.

The table below summarizes the Company’s revolving credit facility activity during the three and nine months ended September 30, 2022 and 2021 (in thousands):

		For the three months						For the nine months
		ended September 30,						ended September 30,
		2022			2021			2022			2021
Beginning outstanding balance		$	530,000		$	85,000		$	350,000		$	380,000
Borrowings			—			—			330,000			810,000
Repayments			(120,000)			(85,000)			(270,000)			(1,190,000)
Ending outstanding balance		$	410,000		$	—		$	410,000		$	—

Subsequent to September 30, 2022, we borrowed $625.0 million and repaid an additional $40.0 million under the Revolving Credit Facility, and as of the date of this filing, $995.0 million was outstanding.

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, 2022, the 2018 Term Loan was accruing interest at 4.870% per annum.

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.

During the three and nine months ended September 30, 2022, we repaid an aggregate of $6.0 million and $18.0 million of principal on the 2018 Term Loan, respectively. As of September 30, 2022, the 2018 Term Loan had a principal balance of $2.3 billion.

Secured Tower Revenue Securities

Tower Revenue Securities Terms

As of September 30, 2022, we, through the Trust, had issued and outstanding an aggregate of $6.7 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 9,902 tower sites owned by the Borrowers as of September 30, 2022. 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 (1)			Anticipated Repayment Date			Final Maturity Date
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		Oct. 27, 2021			$895.0 million			1.840%			Apr. 9, 2027			Oct. 10, 2051
2021-3C Tower Securities		Oct. 27, 2021			$895.0 million			2.593%			Oct. 9, 2031			Oct. 10, 2056

(1)Interest payable monthly

‎

Risk Retention Tower Securities

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

Security		Issue Date			Amount Outstanding			Interest****‎ Rate (1)			Anticipated Repayment Date			Final Maturity Date
2018-1R Tower Securities		Mar. 9, 2018			$33.7 million			4.949%			Mar. 9, 2023			Mar. 9, 2048
2019-1R Tower Securities		Sep. 13, 2019			$61.4 million			4.213%			Jan. 12, 2025			Jan. 12, 2050
2020-2R Tower Securities		Jul. 14, 2020			$71.1 million			4.336%			Jan. 11, 2028			Jul. 9, 2052
2021-1R Tower Securities		May 14, 2021			$61.4 million			3.598%			Nov. 9, 2026			May 9, 2051
2021-3R Tower Securities		Oct. 27, 2021			$94.3 million			4.090%			Oct. 9, 2031			Oct. 10, 2056

(1)Interest payable monthly

To satisfy certain risk retention requirements of Regulation RR promulgated under the Exchange Act, SBA Guarantor, LLC, a wholly owned subsidiary, purchased the Risk Retention Tower Securities. Accordingly, 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, 2022, 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

The table below sets forth the material terms of our outstanding senior notes as of September 30, 2022:

Senior Notes		Issue Date		Amount Outstanding		Interest Rate Coupon		Maturity Date		Interest Due Dates		Optional Redemption Date
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

Each of our senior notes is subject to redemption, at our option, in whole or in part on or after the date set forth above. 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, 2022, 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, 2022 (in thousands):

Revolving Credit Facility (1)		$	20,685
2018 Term Loan (2)			77,489
2014-2C Tower Securities			24,185
2018-1C Tower Securities (3)			662,270
2019-1C Tower Securities			33,409
2020-1C Tower Securities			14,368
2020-2C Tower Securities			14,159
2021-1C Tower Securities			19,371
2021-2C Tower Securities			16,752
2021-3C Tower Securities			23,491
2020 Senior Notes			58,125
2021 Senior Notes			46,875
Total debt service for the next 12 months		$	1,011,179

(1)As of September 30, 2022, $410.0 million was outstanding under the Revolving Credit Facility. Subsequent to September 30, 2022, we borrowed $625.0 million and repaid an additional $40.0 million under the Revolving Credit Facility, and as of the date of this filing, $995.0 million was outstanding.

(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)Estimate of debt service requirements reflects the repayment of $640.0 million principal due on the 2018-1C Tower Securities and 12 months of interest at the current rate. We expect to refinance these securities prior to the maturity date at current market rates that are expected to be higher than the current interest rate.