We are a leading independent owner and operator of wireless communications
infrastructure, including tower structures, rooftops and other structures that
support antennas used for wireless communications, which we collectively refer
to as "towers" or "sites." Our principal operations are in the United States and
its territories. In addition, we own and operate towers in South America,
Central America, Canada, and South Africa. Our primary business line is our site
leasing business, which contributed 98.6% of our total segment operating profit
for the nine months ended September 30, 2020. In our site leasing business, we
(1) lease antenna space to wireless service providers on towers that we own or
operate and (2) manage rooftop and tower sites for property owners under various
contractual arrangements. As of September 30, 2020, we owned 32,724 towers, a
substantial portion of which have been built

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by us or built by other tower owners or operators who, like us, have built such
towers to lease space to multiple wireless service providers. Our other business
line is our site development business, through which we assist wireless service
providers in developing and maintaining their own wireless service networks.

Site Leasing



Our primary focus is the leasing of antenna space on our multi-tenant towers to
a variety of wireless service providers under long-term lease contracts in the
United States, South America, Central America, Canada, and South Africa. As of
September 30, 2020, (1) no U.S. state or territory accounted for more than 10%
of our total tower portfolio by tower count, and (2) no U.S. state or territory
accounted for more than 10% of our total revenues for the nine months ended
September 30, 2020. In addition, as of September 30, 2020, approximately 30% of
our total towers are located in Brazil and less than 4% of our total towers are
located in any of our other international markets (each country is considered a
market). We derive site leasing revenues primarily from wireless service
provider tenants, including T-Mobile, AT&T, Verizon Wireless, Oi S.A.,
Telefonica, Claro, and TIM. Wireless service providers enter into tenant leases
with us, each of which relates to the lease or use of space at an individual
site. In the United States and Canada, our tenant leases are generally for an
initial term of five years to 10 years with multiple five year renewal periods
at the option of the tenant. These tenant leases typically contain specific rent
escalators, which average 3-4% per year, including the renewal option periods.
Tenant leases in South Africa and our Central and South American markets
typically have an initial term of 10 years with multiple five year renewal
periods. In Central America, we have similar rent escalators to that of leases
in the United States and Canada while our leases in South America and South
Africa escalate in accordance with a standard cost of living index. Site leases
in South America typically provide for a fixed rental amount and a pass through
charge for the underlying rent related to ground leases and other property
interests.

Cost of site leasing revenue primarily consists of:

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



?Property taxes;

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



?Utilities;

?Property insurance; and

?Lease initial direct cost amortization.



In the United States and our international markets, ground leases and other
property interests are generally for an initial term of five years to 10 years
with multiple renewal periods, at our option, and provide for rent escalators
which typically average 2-3% annually, or in our South American markets and
South Africa, adjust in accordance with a standard cost of living index. As of
September 30, 2020, approximately 71% of our tower structures were located on
parcels of land that we own, land subject to perpetual easements, or parcels of
land in which we have a leasehold interest that extends beyond 20 years. For any
given tower, costs are relatively fixed over a monthly or an annual time period.
As such, operating costs for owned towers do not generally increase as a result
of adding additional customers to the tower. The amount of property taxes varies
from site to site depending on the taxing jurisdiction and the height and age of
the tower. The ongoing maintenance requirements are typically minimal and
include replacing lighting systems, painting a tower, or upgrading or repairing
an access road or fencing.

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

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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
                                        September 30,               September 30,

Segment operating profit as a
percentage of total                   2020         2019          2020           2019

Domestic site leasing                   81.4%        80.9%          81.2%          80.8%
International site leasing              16.8%        16.9%          17.4%          16.7%
Total site leasing                      98.2%        97.8%          98.6%          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 or cessation of a particular technology. We believe that
over the long-term, site leasing revenues will continue to grow as wireless
service providers lease additional antenna space on our towers due to increasing
minutes of network use and data transfer, network expansion and network coverage
requirements. During the remainder of 2020, we expect organic site leasing
revenue in both our domestic and international segments to increase over 2019
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.

Customers



We lease tower space to and perform site development services for all of the
large U.S. wireless service providers. In both our site leasing and site
development businesses, we work with large national providers and smaller
regional, local, or private operators. Internationally, we lease tower space to
all major service providers in South America, Central America, Canada, and South
Africa.

On April 1, 2020, T-Mobile finalized a merger with Sprint and now operates as
T-Mobile. For the three months ended September 30, 2020, T-Mobile represented
40.2% of our total domestic site leasing revenue and 67.6% of our site
development revenue. For the nine months ended September 30, 2020, T-Mobile
represented 40.6% of our total domestic site leasing revenue and 59.7% of our
site development revenue.

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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 a new tool to return value to our shareholders, we will also continue to
make investments focused on increasing Adjusted Funds From Operations per share.
To achieve this, we expect to continue to deploy capital to portfolio growth and
stock repurchases, subject to compliance with REIT distribution requirements,
available funds and market conditions, while maintaining our target leverage
levels. Key elements of our capital allocation strategy include:

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

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

Dividend. In 2019, we added dividends as 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, we believe, it will allow us to continue to focus
on building and buying quality assets and opportunistically buying back our
stock. While the timing and amount of future dividends will be subject to
approval by our Board of Directors, we believe that our future cash flow
generation will permit us to grow our cash dividend in the future.

COVID-19 Update



During the nine months ended September 30, 2020, we experienced minimal impact
to our business or results of operations from the coronavirus (COVID-19)
pandemic. The extent to which COVID-19 could adversely affect our future
business operations will depend on future developments such as the duration of
the outbreak, new information on the severity of COVID-19, and methods taken to
contain or treat the outbreak of COVID-19. While the full impact of COVID-19 is
not yet known, we will continue to monitor this recent outbreak and the
potential effects on our business. For more information regarding COVID-19,
refer to Item 1A. Risk Factors.

Critical Accounting Policies and Estimates



We have identified the policies and significant estimation processes listed in
the 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, 2019. 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 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.

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Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019

Revenues and Segment Operating Profit:



                               For the three months ended                                            Constant
                                      September 30,               Foreign            Constant        Currency
                                    2020           2019       Currency Impact     Currency Change    % Change

Revenues                                                 (in thousands)
Domestic site leasing          $       390,961   $ 374,705   $               -   $          16,256        4.3%
International site leasing              95,804      93,867            (20,147)              22,084       23.5%
Site development                        36,175      38,975                   -             (2,800)      (7.2%)
Total                          $       522,940   $ 507,547   $        (20,147)   $          35,540        7.0%
Cost of Revenues
Domestic site leasing          $        64,228   $  63,836   $               -   $             392        0.6%
International site leasing              28,494      29,157             (6,659)               5,996       20.6%
Site development                        28,797      30,516                   -             (1,719)      (5.6%)
Total                          $       121,519   $ 123,509   $         (6,659)   $           4,669        3.8%
Operating Profit
Domestic site leasing          $       326,733   $ 310,869   $               -   $          15,864        5.1%
International site leasing              67,310      64,710            (13,488)              16,088       24.9%
Site development                         7,378       8,459                 

 -             (1,081)     (12.8%)


Revenues

Domestic site leasing revenues increased $16.3 million for the three months
ended September 30, 2020, as compared to the prior year, primarily due to (1)
revenues from 120 towers acquired and 21 towers built since July 1, 2019 and (2)
organic site leasing growth, primarily from monetary lease amendments for
additional equipment added to our towers as well as new leases and contractual
rent escalators, partially offset by lease non-renewals.

International site leasing revenues increased $1.9 million for the three months
ended September 30, 2020, as compared to the prior year. On a constant currency
basis, international site leasing revenues increased $22.1 million. These
changes were primarily due to (1) revenues from 2,316 towers acquired (including
1,313 and 911 towers acquired in Brazil and South Africa, respectively) and 446
towers built since July 1, 2019 and (2) organic site leasing growth from new
leases, amendments, and contractual escalators. Site leasing revenue in Brazil
represented 10.8% of total site leasing revenue for the period. No other
individual international market represented more than 4% of our total site
leasing revenue.

Site development revenues decreased $2.8 million for the three months ended September 30, 2020, as compared to prior year, as a result of decreased carrier activity driven primarily by T-Mobile and Sprint.

Operating Profit



Domestic site leasing segment operating profit increased $15.9 million for the
three months ended September 30, 2020, as compared to the prior year, primarily
due to additional profit generated by (1) towers acquired and built since July
1, 2019 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 $2.6 million for
the three months ended September 30, 2020, as compared to the prior year. On a
constant currency basis, international site leasing segment operating profit
increased $16.1 million. These changes were primarily due to additional profit
generated by (1) towers acquired and built since July 1, 2019 and organic site

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leasing growth as noted above, (2) continued control of our site leasing cost of revenue, and (3) the positive impact of our ground lease purchase program.



Site development segment operating profit decreased $1.1 million for the three
months ended September 30, 2020, as compared to the prior year, as a result of
decreased carrier activity driven primarily by T-Mobile and Sprint.

Selling, General, and Administrative Expenses:



                               For the three months ended                                             Constant
                                      September 30,               Foreign            Constant         Currency
                                    2020           2019       Currency Impact     Currency Change     % Change

                                                         (in thousands)
Domestic site leasing          $        25,466   $  21,840   $               -   $           3,626         16.6%
International site leasing               8,747       8,626             (1,174)               1,295         15.0%
Total site leasing             $        34,213   $  30,466   $         (1,174)   $           4,921         16.2%
Site development                         4,518       4,183                   -                 335          8.0%
Other                                    9,421       7,623                   -               1,798         23.6%
Total                          $        48,152   $  42,272   $         (1,174)   $           7,054         16.7%


Selling, general, and administrative expenses increased $5.9 million for the
three months ended September 30, 2020, as compared to the prior year. On a
constant currency basis, selling, general, and administrative expenses increased
$7.1 million. These changes were primarily as a result of increases in noncash
compensation, personnel and other support related costs due in part to our
continued international expansion and charitable contributions related to
COVID-19 relief, and back-office operating expenses, partially offset by a
decrease in travel related expenses.

Acquisition and New Business Initiatives Related Adjustments and Expenses:



                               For the three months ended                                             Constant
                                      September 30,               Foreign            Constant         Currency
                                    2020           2019       Currency Impact     Currency Change     % Change

                                                         (in thousands)
Domestic site leasing          $         2,458   $   2,717   $               -   $           (259)       (9.5%)
International site leasing               1,666       1,975               (322)                  13         0.7%
Total                          $         4,124   $   4,692   $           (322)   $           (246)       (5.2%)

Asset Impairment and Decommission Costs:



                               For the three months ended                                             Constant
                                      September 30,               Foreign            Constant         Currency
                                    2020           2019       Currency Impact     Currency Change     % Change

                                                         (in thousands)
Domestic site leasing          $         6,129   $   6,027   $               -   $             102          1.7%
International site leasing               2,377       2,213               (522)                 686         31.0%
Total                          $         8,506   $   8,240   $           (522)   $             788          9.6%


Asset impairment and decommission costs increased $0.3 million for the three
months ended September 30, 2020, as compared to the prior year. On a constant
currency basis, asset impairment and decommission costs increased $0.8 million.
These changes were primarily as a result of a $1.4 million increase in
impairment charges resulting from our regular analysis of whether the future
cash flows from certain towers are adequate to recover the carrying value of the
investment in those towers, partially offset by a $1.1 million decrease in the
impairment charge related to sites decommissioned in the third quarter of 2020
compared to the prior year period.

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Depreciation, Accretion, and Amortization Expense:



                               For the three months ended                                            Constant
                                      September 30,               Foreign            Constant        Currency
                                    2020           2019       Currency Impact     Currency Change    % Change

                                                         (in thousands)
Domestic site leasing          $       135,350   $ 132,650   $               -   $           2,700        2.0%
International site leasing              42,851      40,208             (8,891)              11,534       28.7%
Total site leasing             $       178,201   $ 172,858   $         (8,891)   $          14,234        8.2%
Site development                           578         660                 

 -                (82)     (12.4%)
Other                                    1,523       1,469                   -                  54        3.7%
Total                          $       180,302   $ 174,987   $         (8,891)   $          14,206        8.1%


Depreciation, accretion, and amortization expense increased $5.3 million for the
three months ended September 30, 2020, as compared to the prior year. On a
constant currency basis, depreciation, accretion, and amortization expense
increased $14.2 million. These changes were primarily due to an increase in the
number of towers we acquired and built since July 1, 2019, 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
                                     2020           2019       Currency Impact     Currency Change    % Change

                                                          (in thousands)
Domestic site leasing          $        157,330   $ 147,635   $               -   $           9,695        6.6%
International site leasing               11,669      11,688             (2,579)               2,560       21.9%
Total site leasing             $        168,999   $ 159,323   $         (2,579)   $          12,255        7.7%
Site development                          2,282       3,616                

  -             (1,334)     (36.9%)
Other                                  (10,944)     (9,092)                   -             (1,852)       20.4%
Total                          $        160,337   $ 153,847   $         (2,579)   $           9,069        5.9%

Domestic site leasing operating income increased $9.7 million for the three months ended September 30, 2020, as compared to the prior year, primarily due to higher segment operating profit, partially offset by increases in selling, general, and administrative expenses and depreciation, accretion, and amortization expense.



International site leasing operating income did not change significantly on an
actual basis for the three months ended September 30, 2020, as compared to the
prior year. On a constant currency basis, international site leasing operating
income increased $2.6 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 $1.3 million for the three months
ended September 30, 2020, as compared to the prior year, primarily due to lower
segment operating profit driven by less activity from T-Mobile and Sprint and an
increase in selling, general, and administrative expenses.


?

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Other Income (Expense):

                                   For the three months ended                                                Constant
                                         September 30,                   Foreign            Constant         Currency
                                    2020                 2019       

Currency Impact Currency Change % Change



                                                             (in thousands)
Interest income                $           756        $     1,311   $           (154)   $           (401)      (30.6%)
Interest expense                      (89,791)           (96,567)                   1               6,775       (7.0%)
Non-cash interest expense              (8,323)              (662)                   -             (7,661)     1,157.3%
Amortization of deferred
financing fees                         (4,883)            (5,157)                   -                 274       (5.3%)
Loss from extinguishment of
debt, net                              (2,599)              (457)                   -             (2,142)       468.7%
Other expense, net                    (42,262)           (33,551)             (7,005)             (1,706)       113.4%
Total                          $     (147,102)        $ (135,083)   $         (7,158)   $         (4,861)         4.7%


Interest expense decreased $6.8 million for the three months ended September 30,
2020, as compared to the prior year primarily due to a lower weighted average
interest rate due in part to the new interest rate swap entered into during the
third quarter of 2020, partially offset by a higher average principal amount of
cash-interest bearing debt outstanding.

Non-cash interest expense increased $7.7 million for the three months ended September 30, 2020, as compared to the prior year primarily related to amortization of accumulated losses related to our interest rate swaps de-designated as cash flow hedges.

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



Other expense, net includes a $38.6 million loss on the remeasurement of U.S.
dollar denominated intercompany loans with foreign subsidiaries for the three
months ended September 30, 2020, while the prior year period included a $31.9
million loss.

Benefit (Provision) for Income Taxes:



                               For the three months ended                                            Constant
                                      September 30,               Foreign            Constant        Currency
                                    2020           2019       Currency Impact     Currency Change    % Change

                                                         (in thousands)
Benefit (provision) for
income taxes                   $         9,441   $   3,002   $           2,751   $           3,688     (46.4%)


Benefit for income taxes increased $6.4 million for the three months ended
September 30, 2020, as compared to the prior year. On a constant currency basis,
benefit for income taxes increased $3.7 million primarily due to a decrease in
domestic and foreign withholding taxes, partially offset by an increase in
foreign income taxes.

Net Income:

                               For the three months ended                                             Constant
                                      September 30,               Foreign            Constant         Currency
                                    2020           2019       Currency Impact     Currency Change     % Change

                                                         (in thousands)
Net income                     $        22,676   $  21,766   $         (6,986)   $           7,896         18.0%


Net income increased $0.9 million for the three months ended September 30, 2020,
as compared to the prior year. On a constant currency basis, net income
increased $7.9 million. This change was primarily due to increases in operating
income and benefit for income taxes and a decrease in cash interest expense
related to the interest rate swaps, partially offset by increases in non-cash
interest expense related to the interest rate swap and loss from extinguishment
of debt.

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Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019

Revenues and Segment Operating Profit:



                                   For the nine months ended                                               Constant
                                         September 30,                  Foreign            Constant        Currency
                                    2020                2019        Currency Impact     Currency Change    % Change

Revenues                                                    (in thousands)

Domestic site leasing $ 1,165,322 $ 1,106,722 $

        -   $          58,600        5.3%
International site leasing             296,201           273,036            (53,616)              76,781       28.1%
Site development                        85,708           121,229                   -            (35,521)     (29.3%)
Total                          $     1,547,231       $ 1,500,987   $        (53,616)   $          99,860        6.7%
Cost of Revenues
Domestic site leasing          $       192,226       $   194,525   $               -   $         (2,299)      (1.2%)
International site leasing              87,894            84,642            (17,461)              20,713       24.5%
Site development                        68,417            92,606                   -            (24,189)     (26.1%)
Total                          $       348,537       $   371,773   $        (17,461)   $         (5,775)      (1.6%)
Operating Profit
Domestic site leasing          $       973,096       $   912,197   $               -   $          60,899        6.7%
International site leasing             208,307           188,394            (36,155)              56,068       29.8%
Site development                        17,291            28,623                   -            (11,332)     (39.6%)


Revenues

Domestic site leasing revenues increased $58.6 million for the nine months ended
September 30, 2020, as compared to the prior year, primarily due to (1) revenues
from 230 towers acquired and 35 towers built since January 1, 2019 and (2)
organic site leasing growth, primarily from monetary lease amendments for
additional equipment added to our towers as well as new leases and contractual
rent escalators, partially offset by lease non-renewals.

International site leasing revenues increased $23.2 million for the nine months
ended September 30, 2020, as compared to the prior year. On a constant currency
basis, international site leasing revenues increased $76.8 million. These
changes were primarily due to (1) revenues from 2,342 towers acquired and 591
towers built since January 1, 2019 and (2) organic site leasing growth from new
leases, amendments, and contractual escalators. Site leasing revenue in Brazil
represented 11.5% of total site leasing revenue for the period. No other
individual international market represented more than 4% of our total site
leasing revenue.

Site development revenues decreased $35.5 million for the nine months ended September 30, 2020, as compared to prior year, as a result of decreased carrier activity driven primarily by T-Mobile and Sprint.

Operating Profit



Domestic site leasing segment operating profit increased $60.9 million for the
nine months ended September 30, 2020, as compared to the prior year, primarily
due to additional profit generated by (1) towers acquired and built since
January 1, 2019 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 $19.9 million for
the nine months ended September 30, 2020, as compared to the prior year. On a
constant currency basis, international site leasing segment operating profit
increased $56.1 million. These changes were primarily due to additional profit
generated by (1) towers acquired and built since January 1, 2019 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.

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Site development segment operating profit decreased $11.3 million for the nine
months ended September 30, 2020, as compared to the prior year, as a result of
decreased carrier activity driven primarily by T-Mobile and Sprint.

Selling, General, and Administrative Expenses:



                               For the nine months ended                                            Constant
                                     September 30,               Foreign            Constant        Currency
                                    2020          2019       Currency Impact     Currency Change    % Change

                                                         (in thousands)
Domestic site leasing          $       78,021   $  77,926   $               -   $              95        0.1%
International site leasing             25,713      22,624             (3,064)               6,153       27.2%
Total site leasing             $      103,734   $ 100,550   $         (3,064)   $           6,248        6.2%
Site development                       13,468      16,774                  

-             (3,306)     (19.7%)
Other                                  29,654      31,431                   -             (1,777)      (5.7%)
Total                          $      146,856   $ 148,755   $         (3,064)   $           1,165        0.8%


Selling, general, and administrative expenses decreased $1.9 million for the
nine months ended September 30, 2020, as compared to the prior year. On a
constant currency basis, selling, general, and administrative expenses increased
$1.2 million. These changes were primarily as a result of increases in personnel
and other support related costs due in part to our continued international
expansion and charitable contributions related to COVID-19 relief, partially
offset by decreases in noncash compensation due to the acceleration of
unrecognized stock compensation expense in the prior year related to the
adoption of the retirement plan, travel related expenses, and back-office
operating expenses.

Acquisition and New Business Initiatives Related Adjustments and Expenses:



                                For the nine months ended                                             Constant
                                      September 30,               Foreign            Constant         Currency
                                    2020           2019       Currency Impact     Currency Change     % Change

                                                         (in thousands)
Domestic site leasing          $         8,059   $   4,698   $               -   $           3,361         71.5%
International site leasing               4,498       4,971               (695)                 222          4.5%
Total                          $        12,557   $   9,669   $           (695)   $           3,583         37.1%


Acquisition and new business initiatives related adjustments and expenses
increased $2.9 million for the nine months ended September 30, 2020, as compared
to the prior year. On a constant currency basis, acquisition and new business
initiatives related adjustments and expenses increased $3.6 million. These
changes were primarily as a result of incremental costs incurred in support of
new business initiatives.

Asset Impairment and Decommission Costs:



                               For the nine months ended                                             Constant
                                     September 30,               Foreign            Constant         Currency
                                    2020          2019       Currency Impact     Currency Change     % Change

                                                         (in thousands)
Domestic site leasing          $       22,297   $  18,476   $               -   $           3,821         20.7%
International site leasing              6,806       5,155               (901)               2,552         49.5%
Total                          $       29,103   $  23,631   $           (901)   $           6,373         27.0%


Asset impairment and decommission costs increased $5.5 million for the nine
months ended September 30, 2020, as compared to the prior year. On a constant
currency basis, asset impairment and decommission costs increased $6.4 million.
These changes were primarily as a result of a $10.2 million increase in
impairment charges resulting from our regular analysis of whether the

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future cash flows from certain towers are adequate to recover the carrying value
of the investment in those towers, partially offset by a $4.8 million decrease
in the impairment charge related to sites decommissioned in the nine months
ended September 30, 2020 compared to the prior year period.

Depreciation, Accretion, and Amortization Expenses:



                               For the nine months ended                                             Constant
                                     September 30,               Foreign            Constant         Currency
                                    2020          2019       Currency Impact     Currency Change     % Change

                                                         (in thousands)
Domestic site leasing          $      403,725   $ 394,308   $               -   $           9,417         2.4%
International site leasing            131,474     117,197            (23,803)              38,080        32.5%
Total site leasing             $      535,199   $ 511,505   $        (23,803)   $          47,497         9.3%
Site development                        1,791       1,900                  

-               (109)       (5.7%)
Other                                   4,597       4,185                   -                 412         9.8%
Total                          $      541,587   $ 517,590   $        (23,803)   $          47,800         9.2%


Depreciation, accretion, and amortization expense increased $24.0 million for
the nine months ended September 30, 2020, as compared to the prior year. On a
constant currency basis, depreciation, accretion, and amortization expense
increased $47.8 million. These changes were primarily due to an increase in the
number of towers we acquired and built since January 1, 2019, 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
                                    2020            2019       Currency Impact     Currency Change    % Change

                                                          (in thousands)
Domestic site leasing          $       460,994   $  416,789   $               -   $          44,205       10.6%
International site leasing              39,816       38,447             (7,692)               9,061       23.6%
Total site leasing             $       500,810   $  455,236   $         (7,692)   $          53,266       11.7%
Site development                         2,032        9,949                

  -             (7,917)     (79.6%)
Other                                 (34,251)     (35,616)                   -               1,365      (3.8%)
Total                          $       468,591   $  429,569   $         (7,692)   $          46,714       10.9%


Domestic site leasing operating income increased $44.2 million for the nine
months ended September 30, 2020, as compared to the prior year, primarily due to
higher segment operating profit, partially offset by increases in depreciation,
accretion, and amortization expense, asset impairment and decommission costs,
acquisition and new business initiatives related adjustments and expenses, and
selling, general, and administrative expenses.

International site leasing operating income increased $1.4 million for the nine
months ended September 30, 2020, as compared to the prior year. On a constant
currency basis, international site leasing operating income increased $9.1
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 $7.9 million for the nine months
ended September 30, 2020, as compared to the prior year, primarily due to lower
segment operating profit driven by less activity from T-Mobile and Sprint,
partially offset by a decrease in selling, general, and administrative expenses.


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Other Income (Expense):

                                   For the nine months ended                                                Constant
                                         September 30,                  Foreign            Constant         Currency
                                    2020                2019       

Currency Impact Currency Change % Change



                                                            (in thousands)
Interest income                $         2,340       $     4,692   $           (374)   $         (1,978)      (42.2%)
Interest expense                     (281,329)         (292,681)                (13)              11,365       (3.9%)
Non-cash interest expense             (13,066)           (1,954)                   -            (11,112)       568.7%
Amortization of deferred
financing fees                        (15,211)          (15,333)                   -                 122       (0.8%)
Loss from extinguishment of
debt, net                             (19,463)             (457)                   -            (19,006)     4,158.9%
Other expense, net                   (300,144)          (21,296)           (276,008)             (2,840)      (78.9%)
Total                          $     (626,873)       $ (327,029)   $       (276,395)   $        (23,449)         7.8%


Interest income decreased $2.4 million for the nine months ended September 30,
2020, as compared to the prior year. On a constant currency basis, interest
income decreased $2.0 million. These changes were primarily due to a lower rate
of interest earned on both domestic and international investments.

Interest expense decreased $11.4 million for the nine months ended September 30,
2020, as compared to the prior year. These changes were primarily due to a lower
weighted average interest rate due in part to the new interest rate swap entered
into during third quarter of 2020, partially offset by a higher average
principal amount of cash-interest bearing debt outstanding.

Non-cash interest expense increased $11.1 million for the nine months ended September 30, 2020, as compared to the prior year primarily related to amortization of accumulated losses related to our interest rate swaps de-designated as cash flow hedges.



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

Other expense, net includes a $299.9 million loss on the remeasurement of U.S.
dollar denominated intercompany loans with foreign subsidiaries for the nine
months ended September 30, 2020, while the prior year period included a $24.8
million loss.

Benefit (Provision) for Income Taxes:



                               For the nine months ended                                            Constant
                                     September 30,               Foreign            Constant        Currency
                                   2020           2019       Currency Impact     Currency Change    % Change

                                                         (in thousands)
Benefit (provision) for
income taxes                   $      76,143   $ (22,813)   $          92,853   $           6,103     (19.5%)


Benefit for income taxes increased $99.0 million for the nine months ended
September 30, 2020, as compared to the prior year. On a constant currency basis,
benefit for income taxes increased $6.1 million. These changes were primarily
due to a decrease in domestic income taxes and foreign withholding taxes,
partially offset by an increase in foreign income taxes.

Net (Loss) Income:

                                For the nine months ended                                              Constant
                                      September 30,                Foreign            Constant         Currency
                                     2020           2019       Currency Impact     Currency Change     % Change

                                                          (in thousands)
Net (loss) income              $       (82,139)   $  79,727   $       (191,234)   $          29,368         30.0%


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Net loss was $82.1 million for the nine months ended September 30, 2020, as
compared to net income of $79.7 million in the prior year period. This change
was primarily due to fluctuations in foreign currency exchange rates including
changes recorded on the remeasurement of the U.S. dollar denominated
intercompany loans with foreign subsidiaries, a loss from extinguishment of debt
in the current year period, and an increase in non-cash interest expense,
partially offset by increases in operating income, interest expense, and benefit
for income taxes.

NON-GAAP FINANCIAL MEASURES

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

Adjusted EBITDA



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

We believe that Adjusted EBITDA is useful to investors or other interested
parties in evaluating our financial performance. Adjusted EBITDA is the primary
measure used by management (1) to evaluate the economic productivity of our
operations and (2) for purposes of making decisions about allocating resources
to, and assessing the performance of, our operations. Management believes that
Adjusted EBITDA helps investors or other interested parties to meaningfully
evaluate and compare the results of our operations (1) from period to period and
(2) to our competitors, by excluding the impact of our capital structure
(primarily interest charges from our outstanding debt) and asset base (primarily
depreciation, amortization and accretion) from our financial results. Management
also believes Adjusted EBITDA is frequently used by investors or other
interested parties in the evaluation of REITs. In addition, Adjusted EBITDA is
similar to the measure of current financial performance generally used by our
lenders to determine compliance with certain covenants under our Senior Credit
Agreement and the indentures relating to the 2016 Senior Notes, 2017 Senior
Notes, and 2020 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
                                                              Currency      Currency
                                    2020           2019        Impact        Change      % Change

                                                   (in thousands)
Net income                     $        22,676   $  21,766   $   (6,986)   $     7,896       18.0%
Non-cash straight-line
leasing revenue                          (635)     (3,807)          (57)         3,229     (84.8%)
Non-cash straight-line
ground lease expense                     3,375       4,522          (22)       (1,125)     (24.9%)
Non-cash compensation                   17,057      12,732         (279)         4,604       36.2%
Loss from extinguishment of
debt, net                                2,599         457             -         2,142      468.7%
Other expense, net                      42,262      33,551         7,005         1,706      113.4%
Acquisition and new business
initiatives
related adjustments and
expenses                                 4,124       4,692         (322)         (246)      (5.2%)
Asset impairment and
decommission costs                       8,506       8,240         (522)           788        9.6%
Interest income                          (756)     (1,311)           154           401     (30.6%)
Total interest expense (1)             102,997     102,386           (1)           612        0.6%
Depreciation, accretion, and
amortization                           180,302     174,987       (8,891)        14,206        8.1%
Benefit for income taxes (2)           (9,206)     (2,788)       (2,752)       (3,666)     (44.9%)
Adjusted EBITDA                $       373,301   $ 355,427   $  (12,673)   $    30,547        8.6%



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                                   For the nine months ended                                          Constant
                                         September 30,                  Foreign         Constant      Currency
                                                                                        Currency
                                    2020                2019        Currency Impact      Change       % Change

                                                         (in thousands)
Net (loss) income              $      (82,139)       $    79,727   $       (191,234)   $    29,368        30.0%
Non-cash straight-line
leasing revenue                        (3,323)           (9,344)                (81)         6,102      (65.3%)
Non-cash straight-line
ground lease expense                    10,902            15,880                (44)       (4,934)      (31.1%)
Non-cash compensation                   51,915            60,633               (939)       (7,779)      (12.8%)
Loss from extinguishment of
debt, net                               19,463               457                   -        19,006     4,158.9%
Other expense, net                     300,144            21,296             276,008         2,840        78.9%
Acquisition and new business
initiatives
related adjustments and
expenses                                12,557             9,669               (695)         3,583        37.1%
Asset impairment and
decommission costs                      29,103            23,631               (901)         6,373        27.0%
Interest income                        (2,340)           (4,692)                 374         1,978      (42.2%)
Total interest expense (1)             309,606           309,968                  13         (375)       (0.1%)
Depreciation, accretion, and
amortization                           541,587           517,590            (23,803)        47,800         9.2%
(Benefit) provision for
income taxes (2)                      (75,461)            23,423            (92,855)       (6,029)      (18.9%)
Adjusted EBITDA                $     1,112,014       $ 1,048,238   $        (34,157)   $    97,933         9.3%

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



(2)(Benefit) provision for taxes includes $235 and $214 of franchise taxes for
the three months ended September 30, 2020 and 2019, respectively, and $682 and
$610 of franchise taxes for the nine months ended September 30, 2020 and 2019,
respectively, reflected in selling, general, and administrative expenses on the
Consolidated Statements of Operations.

Adjusted EBITDA increased $17.9 million for the three months ended September 30,
2020, as compared to the prior year period. On a constant currency basis,
Adjusted EBITDA increased $30.5 million. These changes were primarily due to an
increase in 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 $63.8 million for the nine months ended September 30,
2020, as compared to the prior year period. On a constant currency basis,
Adjusted EBITDA increased $97.9 million. These changes were primarily due to an
increase in 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.

LIQUIDITY AND CAPITAL RESOURCES



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.


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A summary of our cash flows is as follows:



                                                             For the nine months ended
                                                   September 30, 2020         September 30, 2019

                                                                  (in thousands)
Cash provided by operating activities             $            882,908       $            704,984
Cash used in investing activities                            (353,378)                  (415,066)
Cash used in financing activities                            (314,250)                  (307,581)
Change in cash, cash equivalents, and
restricted cash                                                215,280                   (17,663)
Effect of exchange rate changes on cash, cash
equiv., and restricted cash                                   (20,427)                    (1,957)
Cash, cash equivalents, and restricted cash,
beginning of period                                            141,120                    178,300
Cash, cash equivalents, and restricted cash,
end of period                                     $            335,973       $            158,680


Operating Activities

Cash provided by operating activities was $882.9 million for the nine months
ended September 30, 2020 as compared to $705.0 million for the nine months ended
September 30, 2019. The increase was primarily due to increases in site leasing
segment operating profit and cash inflows associated with working capital
changes primarily from timing of customer payments, partially offset by a
decrease in site development segment operating profit and an increase in cash
selling, general, and administrative expenses.

Investing Activities

A detail of our investing activities is as follows:



                                                         For the nine months ended
                                                               September 30,
                                                            2020            2019

                                                               (in thousands)

Acquisitions of towers and related intangible assets $ (121,319) $ (224,585) Land buyouts and other assets (1)

                            (78,580)       

(59,116)


Construction and related costs on new builds                 (40,126)       

(40,191)


Augmentation and tower upgrades                              (29,712)        (46,571)
Tower maintenance                                            (22,162)        (21,480)
General corporate                                             (3,371)         (3,139)
Net purchases of investments                                 (53,267)        (13,358)
Other investing activities                                    (4,841)         (6,626)
Net cash used in investing activities                  $    (353,378)   $   

(415,066)




(1)Excludes $5.9 million and $13.1 million spent to extend ground lease terms
for the nine months ended September 30, 2020 and 2019, respectively. Includes
amounts paid related to the acquisition of data centers for the nine months
ended September 30, 2020 and 2019.

Subsequent to September 30, 2020, we acquired 54 towers and related assets for
$14.6 million in cash. In addition, we agreed to purchase 132 additional sites
for $85.0 million.

For 2020, we expect to incur non-discretionary cash capital expenditures
associated with tower maintenance and general corporate expenditures of $32.0
million to $38.0 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 $356.0
million to $366.0 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.

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Financing Activities

A detail of our financing activities is as follows:



                                                           For the nine months ended
                                                   September 30, 2020     September 30, 2019

                                                                (in thousands)
Net borrowings (repayments) under Revolving
Credit Facility (1)                               $          (490,000)   $  

(325,000)


Proceeds from issuance of Senior Notes, net of
fees (1)                                                     1,479,522                      -
Repayment of Senior Notes (1)                                (759,143)                      -
Proceeds from issuance of Tower Securities, net
of fees (1)                                                  1,336,003      

1,153,036


Repayment of Tower Securities (1)                          (1,200,000)      

(920,000)


Termination of interest rate swap                            (176,200)                      -
Proceeds from employee stock purchase/stock
option plans, net of taxes                                      50,283      

112,909


Repurchase and retirement of common stock (2)                (378,988)      

(267,534)


Payment of dividends on common stock                         (156,199)      

(41,873)


Other financing activities                                    (19,528)      

(19,119)


Net cash used in financing activities             $          (314,250)   $  

(307,581)

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



(2)During the nine months ended September 30, 2020, we repurchased 1.4 million
shares of our Class A common stock for $375.6 million, at an average price per
share of $267.57. Subsequent to September 30, 2020, we repurchased 0.4 million
shares of our Class A common stock for $124.4 million at a weighted average
price per share of $299.54. Shares repurchased were retired. On November 2,
2020, our Board of Directors authorized a new $1.0 billion stock repurchase
plan, replacing the prior plan authorized on July 29, 2019 which had a remaining
authorization of $124.3 million. This new plan authorizes the purchase, from
time to time, of up to $1.0 billion of our outstanding Class A common stock
through open market repurchases in compliance with Rule 10b-18 under the
Exchange Act and/or in privately negotiated transactions at management's
discretion based on market and business conditions, applicable legal
requirements and other factors. Shares repurchased will be retired. The new plan
has no time deadline and will continue until otherwise modified or terminated by
our Board of Directors at any time in its sole discretion. As of the date of
this filing, we had the full $1.0 billion of authorization remaining under the
new plan.

Dividend

For the nine months ended September 30, 2020, 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, 2020       March 10, 2020         $0.465      $52.2 million       March 26, 2020
   May 5, 2020           May 28, 2020          $0.465      $52.0 million       June 18, 2020
 August 3, 2020         August 25, 2020        $0.465      $52.0 million     September 21, 2020


Subsequent to September 30, 2020, we declared the following cash dividends:



                  Payable to Shareholders   Cash to
                  of Record At the Close    be Paid
 Date Declared        of Business on       Per Share   Date to be Paid

November 2, 2020     November 19, 2020      $0.465    December 17, 2020


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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 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, 2020, we did not
issue any shares of Class A common stock under this registration statement. As
of September 30, 2020, we had approximately 1.2 million shares of Class A common
stock remaining under this registration statement.

On March 5, 2018, we filed with the Commission an automatic shelf registration
statement for well-known seasoned issuers on Form S-3ASR. This registration
statement enables us to issue shares of our Class A common stock, preferred
stock or debt securities either separately or represented by warrants, or
depositary shares as well as units that include any of these securities. Under
the rules governing automatic shelf registration statements, we will file a
prospectus supplement and advise the Commission of the amount and type of
securities each time we issue securities under this registration statement. No
securities were issued under this registration statement through the date of
this filing.

On August 6, 2020, we filed a registration statement on Form S-8 with the
Securities and Exchange Commission registering 3.4 million shares of our Class A
common stock, consisting of 3.0 million shares of Common Stock issuable under
the 2020 Performance and Equity Incentive Plan (the "2020 Plan") and 400,000
shares of Common Stock subject to awards granted under the 2010 Plan that may
become available for issuance or reissuance, as applicable, under the 2020 Plan
if such awards are forfeited or are settled in cash or otherwise expire or
terminate without the delivery of the shares.

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
$1.25 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 175.0 basis
points or (2) the Base Rate plus a margin that ranges from 12.5 basis points to
75.0 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 0.20% 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, April 11, 2023. The proceeds available under the Revolving Credit
Facility may be used for general corporate purposes. SBA Senior Finance II may,
from time to time, borrow from and repay the Revolving Credit Facility.
Consequently, the amount outstanding under the Revolving Credit Facility at the
end of the period may not be reflective of the total amounts outstanding during
such period.

During the three months ended September 30, 2020, no amounts were borrowed or
repaid under the Revolving Credit Facility. During the nine months ended
September 30, 2020, we borrowed $515.0 million and repaid $1.0 billion of the
outstanding balance under the Revolving Credit Facility. As of September 30,
2020, we had no amount outstanding under the $1.25 billion Revolving Credit
Facility. In addition, SBA Senior Finance II was required to pay a commitment
fee of 0.20% per annum on the amount of the unused commitment. As of September
30, 2020, SBA Senior Finance II was in compliance with the financial covenants
contained in the Senior Credit Agreement.

As of the date of this filing, we had no amount outstanding under the Revolving Credit Facility.



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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 new 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). As of September 30, 2020, the 2018 Term Loan was
accruing interest at 1.900% per annum. Principal payments on the 2018 Term Loan
are being made in quarterly installments on the last day of each March, June,
September, and December in an amount equal to $6.0 million.

During the three and nine months ended September 30, 2020, we repaid an aggregate of $6.0 million and $18.0 million of principal on the 2018 Term Loan, respectively. As of September 30, 2020, the 2018 Term Loan had a principal balance of $2.3 billion.



On August 4, 2020, we, through our wholly owned subsidiary, SBA Senior Finance
II, terminated our existing $1.95 billion cash flow hedge on a portion of our
2018 Term Loan in exchange for a payment of $176.2 million. On the same date, we
entered into an interest rate swap for $1.95 billion of notional value accruing
interest at one month LIBOR plus 175 basis points for a fixed rate of 1.874% per
annum through the maturity date of the 2018 Term Loan.

Secured Tower Revenue Securities



As of September 30, 2020, we, through a New York common law trust (the "Trust"),
had issued and outstanding an aggregate of $5.1 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 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:

                                                                               Anticipated       Final
                                               Amount                           Repayment      Maturity
        Security            Issue Date       Outstanding     Interest Rate        Date           Date
2013-2C Tower Securities   Apr. 18, 2013          $575.0            3.722%  

Apr. 11, Apr. 9,


                                                 million                          2023           2048
2014-2C Tower Securities   Oct. 15, 2014          $620.0            3.869%  

Oct. 8, Oct. 8,


                                                 million                          2024           2049
2017-1C Tower Securities   Apr. 17, 2017          $760.0            3.168%  

Apr. 11, Apr. 9,


                                                 million                          2022           2047
2018-1C Tower Securities   Mar. 9, 2018           $640.0            3.448%  

Mar. 9, Mar. 9,


                                                 million                          2023           2048
2019-1C Tower Securities   Sep. 13, 2019          $1.165            2.836%  

Jan. 12, Jan. 12,


                                                 billion                          2025           2050
2020-1C Tower Securities   Jul. 14, 2020          $750.0            1.884%  

Jan. 9, Jul. 11,


                                                 million                          2026           2050
2020-2C Tower Securities   Jul. 14, 2020          $600.0            2.328%      Jan. 11,        Jul. 9,
                                                 million                          2028           2052

As of September 30, 2020, 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.



On July 14, 2020, we, through the Trust, issued $750.0 million of 1.884% Secured
Tower Revenue Securities Series 2020-1C which have an anticipated repayment date
of January 9, 2026 and a final maturity date of July 11, 2050 (the "2020-1C
Tower Securities") and $600.0 million of 2.328% Secured Tower Revenue Securities
Series 2020-2C which have an anticipated repayment date of January 11, 2028 and
a final maturity date of July 9, 2052 (the "2020-2C Tower Securities")
(collectively the "2020 Tower Securities"). The aggregate $1.35 billion of 2020
Tower Securities have a blended interest rate of 2.081% and a weighted average
life through the anticipated repayment date of 6.4 years. Net proceeds from this
offering were used to repay the entire aggregate principal amount of the 2015-1C
Tower Securities ($500.0 million) and the 2016-1C Tower Securities ($700.0
million). The remaining net proceeds of the 2020 Tower Securities were used for
general corporate purposes. We have incurred deferred financing fees of $14.0
million in relation to this transaction which are being amortized through the
anticipated repayment date of the 2020 Tower Securities.

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Risk Retention Tower Securities



In addition, to satisfy certain risk retention requirements of Regulation RR
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), SBA Guarantor, LLC, a wholly owned subsidiary, purchased (1) $40.0
million of Secured Tower Revenue Securities Series 2017-1R (the "2017-1R Tower
Securities") issued by the Trust with a fixed interest rate of 4.459% per annum,
payable monthly, and with the same anticipated repayment date and final maturity
date as the 2017-1C Tower Securities, (2) $33.7 million of Secured Tower Revenue
Securities Series 2018-1R (the "2018-1R Tower Securities") issued by the Trust
with a fixed interest rate of 4.949% per annum, payable monthly, and with the
same anticipated repayment date and final maturity date as the 2018-1C Tower
Securities, (3) $61.4 million of Secured Tower Revenue Securities Series 2019-1R
(the "2019-1R Tower Securities") issued by the Trust with a fixed interest rate
of 4.213% per annum, payable monthly, and with the same anticipated repayment
date and final maturity date as the 2019-1C Tower Securities, and (4) $71.1
million of Secured Tower Revenue Securities Series 2020-2R (the "2020-2R Tower
Securities") issued by the Trust with a fixed interest rate of 4.336% per annum,
payable monthly, and with the same anticipated repayment date and final maturity
date as the 2020-2C Tower Securities. Principal and interest payments made on
the 2017-1R Tower Securities, 2018-1R Tower Securities, 2019-1R Tower
Securities, and 2020-2R Tower Securities eliminate in consolidation.

Senior Notes

The table below sets forth the material terms of our outstanding senior notes:



                                     Amount                                 

Interest % of Par


  Senior Notes      Issue Date     Outstanding   Interest Rate   Maturity Date    Due Dates     Value
2016 Senior        Aug. 15, 2016          $1.1          4.875%   Sep. 1, 2024     Mar. 1 &      99.178%
Notes                                  billion                                     Sep. 1
2017 Senior        Oct. 13, 2017        $750.0          4.000%   Oct. 1, 2022     Apr. 1 &     100.000%
Notes                                  million                                     Oct. 1
2020-1 Senior      Feb. 4, 2020           $1.0          3.875%   Feb. 15, 2027    Feb. 15 &    100.000%
Notes (1)                              billion                                     Aug. 15
2020-2 Senior      May 26, 2020         $500.0          3.875%   Feb. 15, 2027    Feb. 15 &     99.500%
Notes (1)                              million                                     Aug. 15


(1)On February 4, 2020, we issued $1.0 billion of unsecured senior notes at par
value (the "2020-1 Senior Notes"), and on May 26, 2020, we issued $500.0 million
of additional unsecured senior notes under the same indenture at 99.500% of par
value (the "2020-2 Senior Notes") (collectively, the "2020 Senior Notes"). Net
proceeds from these offerings were used to redeem the entire $750.0 million
outstanding principal amount of the 2014 Senior Notes, repay amounts outstanding
under the Revolving Credit Facility, and for general corporate purposes. In
addition, we paid a $9.1 million call premium and expensed $7.7 million for the
write-off of the original issue discount and financing fees related to the
redemption of the 2014 Senior Notes which are reflected in loss from
extinguishment of debt on the Consolidated Statements of Operations. Interest on
the 2020 Senior Notes began August 15, 2020. We incurred financing fees of $18.0
million in relation to this transaction, which are being amortized through the
maturity date.

The 2020 Senior Notes are subject to redemption in whole or in part on or after
February 15, 2023 at the redemption prices set forth in the indenture agreement
plus accrued and unpaid interest. Prior to February 15, 2023, we may, at our
option, redeem up to 35% of the aggregate principal amount of the 2020 Senior
Notes originally issued at a redemption price of 103.875% of the principal
amount of the 2020 Senior Notes to be redeemed on the redemption date plus
accrued and unpaid interest with the net proceeds of certain equity offerings.
We may redeem the 2020 Senior Notes during the twelve-month period beginning on
the following dates at the following redemption prices: February 15, 2023 at
101.938%, February 15, 2024 at 100.969%, or February 15, 2025 until maturity at
100.000%, of the principal amount of the 2020 Senior Notes to be redeemed on the
redemption date plus accrued and unpaid interest.

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

Debt Service



As of September 30, 2020, 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.

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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,
2020 and the interest rates accruing on those amounts on such date (in
thousands):

Revolving Credit Facility                     $   2,500
2018 Term Loan (1)                               68,065
2013-2C Tower Securities                         21,585
2014-2C Tower Securities                         24,185
2017-1C Tower Securities                         24,318
2018-1C Tower Securities                         22,270
2019-1C Tower Securities                         33,409
2020-1C Tower Securities                         14,368
2020-2C Tower Securities                         14,159
2016 Senior Notes                                53,625
2017 Senior Notes                                30,000
2020 Senior Notes                                58,125

Total debt service for the next 12 months $ 366,609






(1)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.

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