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 97.4% of our total segment operating profit for the six months ended June 30, 2023. 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 June 30, 2023, we owned 39,426 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 June 30, 2023, 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 six months ended June 30, 2023. In addition, as of June 30, 2023, approximately 30% of our total towers are located in Brazil and no other international market (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 typically 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, property taxes, and fuel.

Cost of site leasing revenue primarily consists of:

Cash and non-cash rental expense on ground leases, right-of-use, 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 or (2) escalate annually in accordance with an inflationary index. As of June 30, 2023, approximately 70% 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 Ecuador, El Salvador, Guatemala, Nicaragua, and Panama, 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 Argentina, Colombia, Costa Rica, 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 to our Consolidated Financial Statements included in this quarterly report.

		For the three months ended						For the six months ended
Segment operating profit as a percentage of		June 30,						June 30,
total operating profit		2023			2022			2023			2022
Domestic site leasing			74.8%			77.4%			75.0%			78.0%
International site leasing			22.7%			19.0%			22.4%			18.6%
Total site leasing			97.5%			96.4%			97.4%			96.6%

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 cessations of specific 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 2023, we expect organic site leasing revenue in both our domestic and international segments to increase over 2022 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 to our 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 has provided us with an additional 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 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2022. 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

The ICE Benchmark Administration Limited ceased publication of the one month LIBOR on June 30, 2023. On June 21, 2023, we amended our interest rate swap to change from LIBOR as an interest rate benchmark to the replacement benchmark of Term SOFR effective on August 1, 2023. We have elected the optional expedient which allows companies to change the reference rate and other critical terms related to the reference rate reform in derivative hedge documentation without having to dedesignate the hedging relationship, allowing us to continue applying hedge accounting to our cash flow hedge. Subsequent to the second quarter, we amended our 2018 Term Loan and our Revolving Credit Facility to use Term SOFR as the benchmark rate. The transition from LIBOR to Term SOFR did not have a material impact on the consolidated financial statements.

AT&T Master Lease Agreement

On July 30, 2023, we entered into a new 5-year master lease agreement with AT&T, Inc. (the “MLA”). The comprehensive MLA will streamline AT&T’s deployment of 5G and other next generation technology across our extensive U.S. tower portfolio.

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 June 30, 2023 Compared to Three Months Ended June 30, 2022

Revenues and Segment Operating Profit:

		For the three months ended												Constant
		June 30,						Foreign			Constant			Currency
		2023			2022			Currency Impact			Currency Change			% Change
Revenues		(in thousands)
Domestic site leasing		$	456,754		$	442,084		$	—		$	14,670			3.3%
International site leasing			169,389			138,149			(4,231)			35,471			25.7%
Site development			52,357			71,773			—			(19,416)			(27.1%)
Total		$	678,500		$	652,006		$	(4,231)		$	30,725			4.7%
Cost of Revenues
Domestic site leasing		$	64,434		$	65,768		$	—		$	(1,334)			(2.0%)
International site leasing			50,580			45,747			(1,297)			6,130			13.4%
Site development			39,236			54,497			—			(15,261)			(28.0%)
Total		$	154,250		$	166,012		$	(1,297)		$	(10,465)			(6.3%)
Operating Profit
Domestic site leasing		$	392,320		$	376,316		$	—		$	16,004			4.3%
International site leasing			118,809			92,402			(2,934)			29,341			31.8%
Site development			13,121			17,276			—			(4,155)			(24.1%)

Revenues

Domestic site leasing revenues increased $14.7 million for the three months ended June 30, 2023, 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 63 towers acquired and 15 towers built since April 1, 2022, partially offset by lease non-renewals.

International site leasing revenues increased $31.2 million for the three months ended June 30, 2023, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $35.5 million. These changes were primarily due to (1) revenues from 2,943 towers acquired (including 2,632 sites from Grupo TorreSur (“GTS”) in Brazil) and 476 towers built since April 1, 2022, (2) an increase in reimbursable pass-through expenses due primarily to increases in consumer price index 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 15.9% 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 decreased $19.4 million for the three months ended June 30, 2023, as compared to prior year, as a result of decreased carrier activity driven primarily by T-Mobile and DISH Wireless, partially offset by an increase in Verizon Wireless activity.

Operating Profit

Domestic site leasing segment operating profit increased $16.0 million for the three months ended June 30, 2023, as compared to the prior year, primarily due to additional profit generated by (1) towers acquired and built since April 1, 2022, (2) organic site leasing growth as noted above, and (3) continued control of our site leasing cost of revenue.

International site leasing segment operating profit increased $26.4 million for the three months ended June 30, 2023, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $29.3 million. These changes were primarily due to (1) additional profit generated by towers acquired and built since April 1, 2022 and (2) organic site leasing growth as noted above, partially offset by our increased site leasing cost of revenues largely as a result of our new site additions.

Site development segment operating profit decreased $4.2 million for the three months ended June 30, 2023, as compared to the prior year, as a result of decreased carrier activity driven primarily by T-Mobile and DISH Wireless, partially offset by an increase in Verizon Wireless activity.

Selling, General, and Administrative Expenses:

		For the three months ended												Constant
		June 30,						Foreign			Constant			Currency
		2023			2022			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	28,445		$	26,225		$	—		$	2,220			8.5%
International site leasing			18,413			15,073			(182)			3,522			23.4%
Total site leasing		$	46,858		$	41,298		$	(182)		$	5,742			13.9%
Site development			4,471			5,212			—			(741)			(14.2%)
Other			12,054			16,764			—			(4,710)			(28.1%)
Total		$	63,383		$	63,274		$	(182)		$	291			0.5%

Selling, general, and administrative expenses increased $0.1 million for the three months ended June 30, 2023, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses increased $0.3 million. These changes were primarily as a result of the $3.1 million Oi reserve recorded in the second quarter of 2023 and an increase in personnel and other support related costs, partially offset by a decrease in non-cash compensation expense.

‎

Acquisition and New Business Initiatives Related Adjustments and Expenses:

		For the three months ended												Constant
		June 30,						Foreign			Constant			Currency
		2023			2022			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	2,573		$	2,789		$	—		$	(216)			(7.7%)
International site leasing			2,380			4,040			(145)			(1,515)			(37.5%)
Total		$	4,953		$	6,829		$	(145)		$	(1,731)			(25.3%)

Acquisition and new business initiatives related adjustments and expenses decreased $1.9 million for the three months ended June 30, 2023, as compared to the prior year. On a constant currency basis, acquisition and new business initiatives related adjustments and expenses decreased $1.7 million. These changes were primarily as a result of a decrease in our third party acquisition and integration costs as compared to the prior year.

Asset Impairment and Decommission Costs:

		For the three months ended												Constant
		June 30,						Foreign			Constant			Currency
		2023			2022			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	30,465		$	7,089		$	—		$	23,376			329.8%
International site leasing			2,244			1,432			(110)			922			64.4%
Total site leasing		$	32,709		$	8,521		$	(110)		$	24,298			285.2%
Other			158			—			—			158			—%
Total		$	32,867		$	8,521		$	(110)		$	24,456			287.0%

Asset impairment and decommission costs increased $24.3 million for the three months ended June 30, 2023, as compared to the prior year. On a constant currency basis, asset impairment and decommission costs increased $24.5 million. 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 and an increase in tower and equipment related decommission costs.

Depreciation, Accretion, and Amortization Expense:

		For the three months ended												Constant
		June 30,						Foreign			Constant			Currency
		2023			2022			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	117,353		$	122,570		$	—		$	(5,217)			(4.3%)
International site leasing			61,892			51,597			(1,431)			11,726			22.7%
Total site leasing		$	179,245		$	174,167		$	(1,431)		$	6,509			3.7%
Site development			936			619			—			317			51.2%
Other			1,639			1,606			—			33			2.1%
Total		$	181,820		$	176,392		$	(1,431)		$	6,859			3.9%

Domestic site leasing depreciation, accretion, and amortization expense decreased $5.2 million for the three months ended June 30, 2023, 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 April 1, 2022.

International site leasing depreciation, accretion, and amortization expense increased $10.3 million for the three months ended June 30, 2023, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense increased $11.7 million. These changes were primarily due to an increase in the number of towers we acquired and built since April 1, 2022, partially offset by the impact of assets that became fully depreciated since the prior year period.

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Operating Income (Expense):

		For the three months ended												Constant
		June 30,						Foreign			Constant			Currency
		2023			2022			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	213,484		$	217,643		$	—		$	(4,159)			(1.9%)
International site leasing			33,880			20,260			(1,066)			14,686			72.5%
Total site leasing		$	247,364		$	237,903		$	(1,066)		$	10,527			4.4%
Site development			7,714			11,445			—			(3,731)			(32.6%)
Other			(13,851)			(18,370)			—			4,519			(24.6%)
Total		$	241,227		$	230,978		$	(1,066)		$	11,315			4.9%

Domestic site leasing operating income decreased $4.2 million for the three months ended June 30, 2023, as compared to the prior year, primarily due to increases in asset impairment and decommission costs and selling, general, and administrative expenses, partially offset by higher segment operating profit and a decrease in depreciation, accretion, and amortization expense.

International site leasing operating income increased $13.6 million for the three months ended June 30, 2023, as compared to the prior year. On a constant currency basis, international site leasing operating income increased $14.7 million. These changes were primarily due to higher segment operating profit and a decrease in acquisition and new business initiatives related adjustments and expenses, partially offset by increases in depreciation, accretion, and amortization expense, selling, general, and administrative expenses, and asset impairment and decommission costs.

Site development operating income decreased $3.7 million for the three months ended June 30, 2023, as compared to the prior year, primarily due to lower segment operating profit driven by less activity from T-Mobile and DISH Wireless, partially offset by an increase in Verizon Wireless activity.

Other operating expense decreased $4.5 million for the three months ended June 30, 2023, as compared to the prior year, primarily due to a decrease in non-cash compensation expense.

Other Income (Expense):

		For the three months ended												Constant
		June 30,						Foreign			Constant			Currency
		2023			2022			Currency Impact			Currency Change			% Change
		(in thousands)
Interest income		$	4,683		$	1,517		$	(32)		$	3,198			210.8%
Interest expense			(101,288)			(84,315)			6			(16,979)			20.1%
Non-cash interest expense			(7,518)			(11,529)			—			4,011			(34.8%)
Amortization of deferred financing fees			(5,044)			(4,922)			—			(122)			2.5%
Other income (expense), net			40,732			(66,141)			106,025			848			(54.4%)
Total		$	(68,435)		$	(165,390)		$	105,999		$	(9,044)			9.0%

Interest income increased $3.2 million for the three months ended June 30, 2023, as compared to the prior year. This change was primarily due to interest received on a loan to an unconsolidated joint venture, 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 increased $17.0 million for the three months ended June 30, 2023, as compared to the prior year. This change was primarily due to a higher weighted-average interest rate on a higher average principal amount of cash-interest bearing debt outstanding. Based on the current rising interest rate environment, we expect interest expense will increase in future periods.

Non-cash interest expense decreased $4.0 million for the three months ended June 30, 2023, as compared to the prior year. This change was primarily due to lower amortization of accumulated losses related to our interest rate swaps de-designated as cash flow hedges which reached their term end date in 2023.

Other expense, net includes a $43.3 million gain on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries for the three months ended June 30, 2023, while the prior year period included a $63.7 million loss.

Benefit for Income Taxes:

		For the three months ended												Constant
		June 30,						Foreign			Constant			Currency
		2023			2022			Currency Impact			Currency Change			% Change
		(in thousands)
Benefit for income taxes		$	29,178		$	3,563		$	(36,536)		$	62,151			(359.9%)

Benefit for income taxes increased $25.6 million for the three months ended June 30, 2023, as compared to the prior year. On a constant currency basis, benefit for income taxes increased $62.2 million primarily due to a decrease in domestic deferred taxes related to the release of the full valuation allowance on the net deferred tax assets of the U.S. taxable REIT subsidiary ("TRS").

Net Income:

		For the three months ended												Constant
		June 30,						Foreign			Constant			Currency
		2023			2022			Currency Impact			Currency Change			% Change
		(in thousands)
Net income		$	201,970		$	69,151		$	68,397		$	64,422			57.1%

Net income increased $132.8 million for the three months ended June 30, 2023, as compared to the prior year. On a constant currency basis, net income increased $64.4 million. These changes were primarily due to increases in benefit for income taxes, international site leasing operating income, interest income, and other income (expense), net and a decrease in non-cash interest expense, partially offset by an increase in interest expense and decreases in domestic site leasing operating income and site development operating income.

Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022

Revenues and Segment Operating Profit:

		For the six months ended												Constant
		June 30,						Foreign			Constant			Currency
		2023			2022			Currency Impact			Currency Change			% Change
Revenues		(in thousands)
Domestic site leasing		$	911,588		$	875,070		$	—		$	36,518			4.2%
International site leasing			331,823			264,595			(6,747)			73,975			28.0%
Site development			110,605			132,111			—			(21,506)			(16.3%)
Total		$	1,354,016		$	1,271,776		$	(6,747)		$	88,987			7.0%
Cost of Revenues
Domestic site leasing		$	134,183		$	131,573		$	—		$	2,610			2.0%
International site leasing			100,950			87,097			(2,173)			16,026			18.4%
Site development			83,421			100,269			—			(16,848)			(16.8%)
Total		$	318,554		$	318,939		$	(2,173)		$	1,788			0.6%
Operating Profit
Domestic site leasing		$	777,405		$	743,497		$	—		$	33,908			4.6%
International site leasing			230,873			177,498			(4,574)			57,949			32.6%
Site development			27,184			31,842			—			(4,658)			(14.6%)

Revenues

Domestic site leasing revenues increased $36.5 million for the six months ended June 30, 2023, 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 72 towers acquired and 16 towers built since January 1, 2022, partially offset by lease non-renewals.

International site leasing revenues increased $67.2 million for the six months ended June 30, 2023, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $74.0 million. These changes were primarily due to (1) revenues from 3,296 towers acquired (including 2,632 sites from GTS) and 561 towers built since January 1, 2022, (2) an increase in reimbursable pass-through expenses due primarily to increases in consumer price index 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 15.6% 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 decreased $21.5 million for the six months ended June 30, 2023, as compared to prior year, as a result of decreased carrier activity driven primarily by T-Mobile and DISH Wireless, partially offset by an increase in Verizon Wireless activity.

Operating Profit

Domestic site leasing segment operating profit increased $33.9 million for the six months ended June 30, 2023, as compared to the prior year, primarily due to additional profit generated by (1) towers acquired and built since January 1, 2022, (2) organic site leasing growth as noted above, and (3) continued control of our site leasing cost of revenue.

International site leasing segment operating profit increased $53.4 million for the six months ended June 30, 2023, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $57.9 million. These changes were primarily due to (1) additional profit generated by towers acquired and built since January 1, 2022 and (2) organic site leasing growth as noted above, partially offset by our increased site leasing cost of revenues largely as a result of our new site additions.

Site development segment operating profit decreased $4.7 million for the six months ended June 30, 2023, as compared to the prior year, as a result of decreased carrier activity driven primarily by T-Mobile and DISH Wireless, partially offset by an increase in Verizon Wireless activity.

Selling, General, and Administrative Expenses:

		For the six months ended												Constant
		June 30,						Foreign			Constant			Currency
		2023			2022			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	60,188		$	49,598		$	—		$	10,590			21.4%
International site leasing			35,143			30,567			(703)			5,279			17.3%
Total site leasing		$	95,331		$	80,165		$	(703)		$	15,869			19.8%
Site development			10,548			10,734			—			(186)			(1.7%)
Other			29,713			34,499			—			(4,786)			(13.9%)
Total		$	135,592		$	125,398		$	(703)		$	10,897			8.7%

Selling, general, and administrative expenses increased $10.2 million for the six months ended June 30, 2023, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses increased $10.9 million. These changes were primarily as a result of the $3.1 million Oi reserve recorded in the second quarter of 2023 and an increase in personnel and other support related costs, partially offset by a decrease in non-cash compensation expense.

Asset Impairment and Decommission Costs:

		For the six months ended												Constant
		June 30,						Foreign			Constant			Currency
		2023			2022			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	49,900		$	12,572		$	—		$	37,328			296.9%
International site leasing			7,130			4,461			(284)			2,953			66.2%
Total site leasing		$	57,030		$	17,033		$	(284)		$	40,281			236.5%
Other			2,227			—			—			2,227			—%
Total		$	59,257		$	17,033		$	(284)		$	42,508			249.6%

Asset impairment and decommission costs increased $42.2 million for the six months ended June 30, 2023, as compared to the prior year. On a constant currency basis, asset impairment and decommission costs increased $42.5 million. 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 and an increase in tower and equipment related decommission costs.

Depreciation, Accretion, and Amortization Expenses:

		For the six months ended												Constant
		June 30,						Foreign			Constant			Currency
		2023			2022			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	236,840		$	245,704		$	—		$	(8,864)			(3.6%)
International site leasing			122,304			100,478			(2,324)			24,150			24.0%
Total site leasing		$	359,144		$	346,182		$	(2,324)		$	15,286			4.4%
Site development			1,852			1,207			—			645			53.4%
Other			3,239			3,327			—			(88)			(2.6%)
Total		$	364,235		$	350,716		$	(2,324)		$	15,843			4.5%

Domestic site leasing depreciation, accretion, and amortization expense decreased $8.9 million for the six months ended June 30, 2023, 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, 2022.

International site leasing depreciation, accretion, and amortization expense increased $21.8 million for the six months ended June 30, 2023, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense increased $24.2 million. These changes were primarily due to an increase in the number of towers we acquired and built since January 1, 2022, partially offset by the impact of assets that became fully depreciated since the prior year period.

Operating Income (Expense):

		For the six months ended												Constant
		June 30,						Foreign			Constant			Currency
		2023			2022			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	424,672		$	429,235		$	—		$	(4,563)			(1.1%)
International site leasing			61,091			36,447			(1,053)			25,697			70.5%
Total site leasing		$	485,763		$	465,682		$	(1,053)		$	21,134			4.5%
Site development			14,784			19,901			—			(5,117)			(25.7%)
Other			(35,179)			(37,826)			—			2,647			(7.0%)
Total		$	465,368		$	447,757		$	(1,053)		$	18,664			4.2%

Domestic site leasing operating income decreased $4.6 million for the six months ended June 30, 2023, as compared to the prior year, primarily due to increases in asset impairment and decommission costs and selling, general, and administrative expenses, partially offset by higher segment operating profit and a decrease in depreciation, accretion, and amortization expense.

International site leasing operating income increased $24.6 million for the six months ended June 30, 2023, as compared to the prior year. On a constant currency basis, international site leasing operating income increased $25.7 million. These changes were primarily due to higher segment operating profit, partially offset by increases in depreciation, accretion, and amortization expense, selling, general, and administrative expenses, and asset impairment and decommission costs.

Site development operating income decreased $5.1 million for the six months ended June 30, 2023, as compared to the prior year, primarily due to lower segment operating profit driven by less activity from T-Mobile and DISH Wireless, partially offset by an increase in Verizon Wireless activity.

Other operating expense decreased $2.6 million for the six months ended June 30, 2023, as compared to the prior year, primarily due to a decrease in non-cash compensation expense.

‎

Other Income (Expense):

		For the six months ended												Constant
		June 30,						Foreign			Constant			Currency
		2023			2022			Currency Impact			Currency Change			% Change
		(in thousands)
Interest income		$	7,498		$	4,020		$	(50)		$	3,528			87.8%
Interest expense			(202,514)			(166,566)			7			(35,955)			21.6%
Non-cash interest expense			(21,757)			(23,054)			—			1,297			(5.6%)
Amortization of deferred financing fees			(10,032)			(9,804)			—			(228)			2.3%
Other income, net			78,293			42,019			37,180			(906)			28.6%
Total		$	(148,512)		$	(153,385)		$	37,137		$	(32,264)			16.2%

Interest income increased $3.5 million for the six months ended June 30, 2023, as compared to the prior year. This change was primarily due to interest received on a loan to an unconsolidated joint venture, 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 increased $35.9 million for the six months ended June 30, 2023, as compared to the prior year. This change was primarily due to a higher weighted-average interest rate on a higher average principal amount of cash-interest bearing debt outstanding. Based on the current rising interest rate environment, we expect interest expense will increase in future periods.

Other income, net includes an $85.3 million gain on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries for the six months ended June 30, 2023, while the prior year period included a $45.9 million gain.

Provision for Income Taxes:

		For the six months ended												Constant
		June 30,						Foreign			Constant			Currency
		2023			2022			Currency Impact			Currency Change			% Change
		(in thousands)
Provision for income taxes		$	(14,331)		$	(36,914)		$	(12,416)		$	34,999			(167.1%)

Provision for income taxes decreased $22.6 million for the six months ended June 30, 2023, as compared to the prior year. On a constant currency basis, provision for income taxes decreased $35.0 million. These changes were primarily due to a decrease in domestic deferred taxes related to the release of the full valuation allowance on the net deferred tax assets of the TRS, partially offset by an increase in current and deferred foreign taxes.

Net Income (Loss):

		For the six months ended												Constant
		June 30,						Foreign			Constant			Currency
		2023			2022			Currency Impact			Currency Change			% Change
		(in thousands)
Net income		$	302,525		$	257,458		$	23,668		$	21,399			9.4%

Net income increased $45.1 million for the six months ended June 30, 2023. On a constant currency basis, net income increased $21.4 million. These changes were primarily due to increases in international site leasing operating income and interest income and a decrease in provision for income taxes, partially offset by an increase in interest expense and decreases in site development operating income and domestic site leasing operating income.

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 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
		June 30,						Foreign			Constant			Currency
		2023			2022			Currency Impact			Currency Change			% Change
		(in thousands)
Net income		$	201,970		$	69,151		$	68,397		$	64,422			57.1%
Non-cash straight-line leasing revenue			(7,480)			(9,846)			26			2,340			(23.8%)
Non-cash straight-line ground lease expense			(160)			721			(34)			(847)			(117.5%)
Non-cash compensation			18,252			23,900			(39)			(5,609)			(23.5%)
Other (income) expense, net			(40,732)			66,141			(106,025)			(848)			(54.4%)
Acquisition and new business initiatives
related adjustments and expenses			4,953			6,829			(145)			(1,731)			(25.3%)
Asset impairment and decommission costs			32,867			8,521			(110)			24,456			287.0%
Interest income			(4,683)			(1,517)			32			(3,198)			210.8%
Interest expense (1)			113,850			100,766			(6)			13,090			13.0%
Depreciation, accretion, and amortization			181,820			176,392			(1,431)			6,859			3.9%
Benefit for income taxes (2)			(28,937)			(3,302)			36,535			(62,170)			(354.6%)
Adjusted EBITDA		$	471,720		$	437,756		$	(2,800)		$	36,764			8.4%

		For the six months ended												Constant
		June 30,						Foreign			Constant			Currency
		2023			2022			Currency Impact			Currency Change			% Change
		(in thousands)
Net income		$	302,525		$	257,458		$	23,668		$	21,399			9.4%
Non-cash straight-line leasing revenue			(14,329)			(17,846)			67			3,450			(19.3%)
Non-cash straight-line ground lease expense			564			1,774			(93)			(1,117)			(63.0%)
Non-cash compensation			44,456			48,648			(266)			(3,926)			(8.1%)
Other income, net			(78,293)			(42,019)			(37,180)			906			(28.6%)
Acquisition and new business initiatives
related adjustments and expenses			11,010			11,933			(210)			(713)			(6.0%)
Asset impairment and decommission costs			59,257			17,033			(284)			42,508			249.6%
Interest income			(7,498)			(4,020)			50			(3,528)			87.8%
Interest expense (1)			234,303			199,424			(7)			34,886			17.5%
Depreciation, accretion, and amortization			364,235			350,716			(2,324)			15,843			4.5%
Provision for income taxes (2)			14,829			38,409			12,416			(35,996)			(160.4%)
Adjusted EBITDA		$	931,059		$	861,510		$	(4,163)		$	73,712			8.6%

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

(2)Taxes includes $241 and $261 of franchise taxes for the three months ended June 30, 2023 and 2022, respectively, and $498 and $1,495 of franchise taxes for the six months ended June 30, 2023 and 2022, respectively, reflected in selling, general, and administrative expenses on the Consolidated Statements of Operations.

Adjusted EBITDA increased $34.0 million for the three months ended June 30, 2023, as compared to the prior year period. On a constant currency basis, Adjusted EBITDA increased $36.8 million. These changes were primarily due to an increase in domestic and international site leasing segment operating profit, partially offset by a decrease in site development segment operating profit and an increase in cash selling, general, and administrative expenses.

Adjusted EBITDA increased $69.5 million for the six months ended June 30, 2023, as compared to the prior year period. On a constant currency basis, Adjusted EBITDA increased $73.7 million. These changes were primarily due to an increase in domestic and international site leasing segment operating profit, partially offset by a decrease site development segment operating profit and 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 six months ended June 30,
		2023			2022
		(in thousands)
Cash provided by operating activities		$	798,101		$	664,597
Cash used in investing activities			(258,346)			(485,695)
Cash used in financing activities			(474,888)			(376,004)
Change in cash, cash equivalents, and restricted cash			64,867			(197,102)
Effect of exchange rate changes on cash, cash equiv., and restricted cash			1,359			12,454
Cash, cash equivalents, and restricted cash, beginning of period			189,283			435,626
Cash, cash equivalents, and restricted cash, end of period		$	255,509		$	250,978

Operating Activities

Cash provided by operating activities was $798.1 million for the six months ended June 30, 2023 as compared to $664.6 million for the six months ended June 30, 2022. The increase was primarily due to increases in domestic and international site leasing segment operating profit, cash inflows associated with working capital changes related to the timing of customer payments, and interest income, partially offset by increases in cash interest expense, cash selling, general, and administrative expenses, and cash asset impairment and decommission costs as well as a decrease in site development segment operating profit.

‎

Investing Activities

A detail of our cash capital expenditures is as follows:

		For the six months ended June 30,
		2023			2022
		(in thousands)
Acquisitions of towers and related intangible assets (1)		$	(19,605)		$	(286,528)
Acquisition of right-of-use assets			(2,746)			(2,220)
Land buyouts and other assets (2)(3)			(17,386)			(64,830)
Construction and related costs			(46,579)			(43,445)
Augmentation and tower upgrades			(39,492)			(23,532)
Tower maintenance			(24,139)			(19,396)
General corporate			(2,373)			(4,598)
Other investing activities (4)(5)			(106,026)			(41,146)
Net cash used in investing activities		$	(258,346)		$	(485,695)

(1)The six months ended June 30, 2022 includes $176.1 million of acquisitions related to our purchase of sites from Airtel Tanzania.

(2)Excludes $7.9 million and $6.5 million spent to extend ground lease terms for the six months ended June 30, 2023 and 2022, respectively.

(3)The six months ended June 30, 2022 includes amounts paid related to the acquisition of a data center.

(4)Includes amounts paid for the purchase of and received from the sale of short-term investments during the six months ended June 30, 2023 and 2022.

(5)The six months ended June 30, 2023 includes an $83.0 million loan to an unconsolidated joint venture.

Additionally, subsequent to June 30, 2023, we purchased or are under contract to purchase 134 communication sites for an aggregate consideration of $72.9 million in cash. We anticipate that these acquisitions will be consummated by the end of 2023.

For 2023, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of $52.0 million to $62.0 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 $335.0 million to $355.0 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 six months ended June 30,
		2023			2022
		(in thousands)
Net (repayments) borrowings under Revolving Credit Facility (1)		$	(270,000)		$	180,000
Repurchase and retirement of common stock (2)			—			(431,666)
Payment of dividends on common stock			(186,070)			(153,438)
Proceeds from employee stock purchase/stock option plans			19,308			20,240
Payments related to taxes on stock options and restricted stock units			(27,377)			(9,622)
Other financing activities			(10,749)			18,482
Net cash used in financing activities		$	(474,888)		$	(376,004)

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

(2)As of the date of this filing, we had $504.7 million remaining under the current authorized share repurchase plan.

Dividends

For the six months ended June 30, 2023, 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 20, 2023		March 10, 2023		$0.85		$93.9 million		March 24, 2023
April 30, 2023		May 26, 2023		$0.85		$92.1 million		June 21, 2023

Dividends paid in 2023 were ordinary taxable dividends.

Subsequent to June 30, 2023, 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
July 30, 2023		August 24, 2023		$0.85		September 20, 2023

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 six months ended June 30, 2023, we did not issue any shares of Class A common stock under this registration statement. As of June 30, 2023, 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

Terms of the Senior Credit Agreement

On July 3, 2023, we, through our wholly owned subsidiary, SBA Senior Finance II LLC (“SBA Senior Finance II”), amended our Revolving Credit Facility to (1) replace LIBOR with Term SOFR as the benchmark interest rate and (2) amend certain other terms and conditions under the Senior Credit Agreement.

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 (or Term SOFR as amended July 3, 2023) 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. 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 incorporates sustainability-linked targets which will adjust the Revolving Credit Facility’s applicable interest and commitment fee rates upward or

downward based on how we perform 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
		June 30, 2023 (1)		June 30, 2023 (2)		June 30, 2023
Revolving Credit Facility		6.300%		0.140%		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, 2022.

(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, 2022.

The table below summarizes our Revolving Credit Facility activity during the three and six months ended June 30, 2023 and 2022 (in thousands):

		For the three months						For the six months
		ended June 30,						ended June 30,
		2023			2022			2023			2022
Beginning outstanding balance		$	675,000		$	680,000		$	720,000		$	350,000
Borrowings			—			—			140,000			330,000
Repayments			(225,000)			(150,000)			(410,000)			(150,000)
Ending outstanding balance		$	450,000		$	530,000		$	450,000		$	530,000

Subsequent to June 30, 2023, we repaid $90.0 million under the Revolving Credit Facility, and as of the date of this filing, $360.0 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, 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 June 30, 2023, the 2018 Term Loan was accruing interest at 6.950% per annum. On July 3, 2023, SBA Senior Finance II, amended our 2018 Term Loan to replace LIBOR with Term SOFR as the benchmark interest rate. The amendment to Term SOFR includes a CSA of 0.10% which we include as part of interest expense.

On June 21, 2023, SBA Senior Finance II, amended our interest rate swap agreement for $1.95 billion of notional value to accrue interest at Term SOFR plus 175 basis points for an all-in fixed rate of 1.900% from August 1, 2023 through the maturity date of the 2018 Term Loan. We concluded that the amendment to the interest rate swap qualifies for the relief provided by Accounting Standards Update (“ASU”) 2021-01 and ASU 2022-06 and as such, have not dedesignated our cash flow hedge.

During the three and six months ended June 30, 2023, we repaid an aggregate of $6.0 million and $12.0 million, respectively, of principal on the 2018 Term Loan. As of June 30, 2023, the 2018 Term Loan had a principal balance of $2.3 billion.

Secured Tower Revenue Securities

Tower Revenue Securities Terms

As of June 30, 2023, we, through the Trust, had issued and outstanding an aggregate of $6.9 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 9,893 tower sites owned by the Borrowers as of June 30, 2023. 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 June 30, 2023:

Security		Issue Date			Amount Outstanding‎(in millions)			Interest **Rate (**1)			Anticipated Repayment Date			Final Maturity Date
2014-2C Tower Securities		Oct. 15, 2014			$620.0			3.869%			Oct. 8, 2024			Oct. 8, 2049
2019-1C Tower Securities		Sep. 13, 2019			$1,165.0			2.836%			Jan. 12, 2025			Jan. 12, 2050
2020-1C Tower Securities		Jul. 14, 2020			$750.0			1.884%			Jan. 9, 2026			Jul. 11, 2050
2020-2C Tower Securities		Jul. 14, 2020			$600.0			2.328%			Jan. 11, 2028			Jul. 9, 2052
2021-1C Tower Securities		May 14, 2021			$1,165.0			1.631%			Nov. 9, 2026			May 9, 2051
2021-2C Tower Securities		Oct. 27, 2021			$895.0			1.840%			Apr. 9, 2027			Oct. 10, 2051
2021-3C Tower Securities		Oct. 27, 2021			$895.0			2.593%			Oct. 9, 2031			Oct. 10, 2056
2022-1C Tower Securities		Nov. 23, 2022			$850.0			6.599%			Jan. 11, 2028			Nov. 9, 2052

(1)Interest paid monthly.

Risk Retention Tower Securities

The table below sets forth the material terms of our outstanding Risk Retention Tower Securities as of June 30, 2023:

Security		Issue Date			Amount Outstanding‎(in millions)			Interest **Rate (**1)			Anticipated Repayment Date			Final Maturity Date
2019-1R Tower Securities		Sep. 13, 2019			$61.4			4.213%			Jan. 12, 2025			Jan. 12, 2050
2020-2R Tower Securities		Jul. 14, 2020			$71.1			4.336%			Jan. 11, 2028			Jul. 9, 2052
2021-1R Tower Securities		May 14, 2021			$61.4			3.598%			Nov. 9, 2026			May 9, 2051
2021-3R Tower Securities		Oct. 27, 2021			$94.3			4.090%			Oct. 9, 2031			Oct. 10, 2056
2022-1R Tower Securities		Nov. 23, 2022			$44.8			7.870%			Jan. 11, 2028			Nov. 9, 2052

(1)Interest paid 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. Principal and interest payments made on the 2019-1R Tower Securities, 2020-2R Tower Securities, 2021-1R Tower Securities, 2021-3R Tower Securities, and 2022-1R Tower Securities eliminate in consolidation.

Debt Covenants

As of June 30, 2023, 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.

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Senior Notes

The table below sets forth the material terms of our outstanding senior notes as of June 30, 2023:

Senior Notes		Issue Date		Amount Outstanding‎(in millions)		Interest Rate Coupon		Maturity Date		Interest Due Dates		Optional Redemption Date
2020 Senior Notes		Feb. 4, 2020		$1,500.0		3.875%		Feb. 15, 2027		Feb. 15 & Aug. 15		Feb. 15, 2023
2021 Senior Notes		Jan. 29, 2021		$1,500.0		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 June 30, 2023, 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 ended June 30, 2024 based on the amounts outstanding as of June 30, 2023 and the interest rates accruing on those amounts on such date (in thousands):

Revolving Credit Facility (1)		$	29,820
2018 Term Loan (2)			82,035
2014-2C Tower Securities			24,185
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
2022-1C Tower Securities			56,362
2020 Senior Notes			58,125
2021 Senior Notes			46,875
Total debt service for the next 12 months		$	418,952

(1)As of June 30, 2023, $450.0 million was outstanding under the Revolving Credit Facility. Subsequent to June 30, 2023, we repaid an additional $90.0 million under the Revolving Credit Facility, and as of the date of this filing, $360.0 million was outstanding.

(2)Total debt service on the 2018 Term Loan includes the impact of the interest rate swaps entered into on August 4, 2020, and amended on June 21, 2023, 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 July 31, 2023 and then at Term SOFR plus 185 basis points (inclusive of a credit spread adjustment (“CSA”) of 0.10%) for an all-in fixed rate of 1.900% per annum through the maturity date of the 2018 Term Loan.

Inflation

The impact of inflation on our operations has not been significant to date. However, to the extent the Federal Reserve continues to increase interest rates to combat inflation, this may impact our operating results. We cannot assure you that a high rate of inflation in the future will not adversely affect our operating results particularly in light of the fact that our site leasing revenues are governed by long-term contracts with pre-determined pricing that we will not be able to increase in response to increases in inflation other than our contracts in South America, South Africa, the Philippines, and Tanzania which have inflationary index based rent escalators.