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What changed in SBA Communications's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of SBA Communications's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+349 added−360 removedSource: 10-K (2025-02-26) vs 10-K (2024-02-28)

Top changes in SBA Communications's 2024 10-K

349 paragraphs added · 360 removed · 276 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeAs part of this analysis, we consider the risk associated with an international market (for example, the impact of foreign currency exchange rates and inflation, real estate, permitting, and taxation risks) and how a particular market meets our long-term strategic and financial objectives and our business generally. Using our Local Presence to Build Strong Relationships with Major Wireless Service Providers.
Biggest changeWe continually evaluate how a particular market meets our long-term strategic and financial objectives and our business generally. Using our Local Presence to Build Strong Relationships with Major Wireless Service Providers. Given the nature of towers as location-specific communications facilities, we believe that substantially all of what we do is done best locally.
We have been developing towers for wireless service providers in the U.S. since 1989 and owned and operated towers for ourselves since 1997. We believe our size, experience, capabilities, and resources make us a preferred partner for wireless service providers both in the U.S. and internationally.
We have been developing towers for wireless service providers in the U.S. since 1989 and have owned and operated towers for ourselves since 1997. We believe our size, experience, capabilities, and resources make us a preferred partner for wireless service providers both in the U.S. and internationally.
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.
Specifically, most of our ground leases and other property interests, tenant leases, and tower-related expenses are paid in U.S. dollars. In most of our Central American markets, our local currency obligations are principally limited to (1) permitting and other local fees, (2) utilities, and (3) taxes.
We believe that one of the best uses of our liquidity, including cash from operating activities and borrowings, is to acquire and/or build new towers at prices that we believe will be accretive to our shareholders both in the short and long term and which allow us to maintain our long-term target leverage ratios. Disciplined Tower Acquisitions.
We believe that one of the best uses of our liquidity, including cash from operating activities and borrowings, is to acquire and/or build new towers at prices that we believe will be accretive to our shareholders both in the short and long term and which allow us to maintain our long-term target leverage ratios. Disciplined Domestic and International Tower Acquisitions.
Our Businesses Site Leasing Services 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. We derive site leasing revenues primarily from wireless service provider tenants.
Our Businesses Site Leasing Services 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 Africa. We derive site leasing revenues primarily from wireless service provider tenants.
We expect that the wireless communications industry will continue to experience growth as a result of the following trends: Consumers are increasing their demand for wireless connectivity due to the adoption of bandwidth-intensive wireless data applications, such as high-definition streaming, banking, gaming, social networking, enhanced web browsing, and machine-to-machine applications.
We expect that the wireless communications industry will continue to experience growth as a result of the following trends: Consumers are increasing their demand for wireless connectivity due to the adoption of bandwidth-intensive wireless data applications, such as high-definition streaming, generative artificial intelligence, banking, gaming, social networking, enhanced web browsing, and machine-to-machine applications.
Our ground leases typically either (1) contain specific annual rent escalators or (2) escalate annually in accordance with an inflationary index. In Ecuador, El Salvador, Guatemala, Nicaragua, and Panama, significantly all of our revenue, expenses, and capital expenditures arising from our activities are denominated in U.S. dollars.
Our ground leases typically either (1) contain specific annual rent escalators or (2) escalate annually in accordance with an inflationary index. 3 Table of Contents In Ecuador, El Salvador, Guatemala, Nicaragua, and Panama, significantly all of our revenue, expenses, and capital expenditures arising from our activities are denominated in U.S. dollars.
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 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.
As of December 31, 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 year ended December 31, 2023.
As of December 31, 2024, 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 year ended December 31, 2024.
Accordingly, our tower growth in these markets is primarily driven by (1) wireless service providers seeking to increase the quality and coverage of their networks, (2) increased consumer mobile data traffic, such as media streaming, mobile apps and games, web browsing, and email, and (3) incremental spectrum auctions as well as incremental voice and data network deployments. Opportunistic International Market Expansion.
Accordingly, our tower growth in these markets is primarily driven by (1) wireless service providers seeking to increase the quality and coverage of their networks, (2) increased consumer mobile data traffic, such as media streaming, mobile apps and games, web browsing, and email, and (3) incremental spectrum auctions as well as incremental voice and data network deployments.
These regulations govern the construction, lighting, and painting or other marking of towers, as well as the maintenance, inspection, and record keeping related to towers, and may, depending on the characteristics of particular towers, require prior approval and registration of towers before they may be constructed, altered or used.
These regulations govern the construction, lighting, and 5 Table of Contents painting or other marking of towers, as well as the maintenance, inspection, and record keeping related to towers, and may, depending on the characteristics of particular towers, require prior approval and registration of towers before they may be constructed, altered or used.
As of December 31, 2023, approximately 71% of our tower structures were located on land that we own or control for more than 20 years and the average remaining life under our ground leases and other property interests, including renewal options under our control, was 36 years.
As of December 31, 2024, approximately 72% of our tower structures were located on land that we own or control for more than 20 years and the average remaining life under our ground leases and other property interests, including renewal options under our control, was 36 years.
Our screening for environmental impacts includes evaluation of those of our tower site locations (1) that might be located in a wilderness area or a wildlife preserve, (2) that might affect threatened and endangered species or their habitat (ESA), (3) that might affect properties included in, or eligible for inclusion, in the National Register of Historic Places (NRHP) or Indian religious and cultural sites, (4) that might affect World Heritage areas and IUCN Category I-IV protected areas, (5) that will be located in a floodplain and where facility equipment will not be placed at least one foot above the base flood elevation of the floodplain, (6) whose construction will involve significant changes in surface features (e.g., in wetlands, water diversions, considerable ground disturbance, deforestation), (7) that might affect migratory birds if the towers are over 450 feet, (8) that involve high-intensity lighting in a residential area or would cause RF radiation over FCC-established limits, and (9) that would involve similar considerations under the laws or best practices of our international markets.
We comply with the FCC National Environmental Policy Act (NEPA) which requires screening for environmental impacts including the evaluation of those of our tower site locations (1) that might be located in a wilderness area or a wildlife preserve, (2) that might affect threatened and endangered species or their habitat (ESA), (3) that might affect properties included in, or eligible for inclusion, in the National Register of Historic Places (NRHP) or Indian religious and cultural sites, (4) that might affect World Heritage areas and IUCN Category I-IV protected areas, (5) that will be located in a floodplain and where facility 6 Table of Contents equipment will not be placed at least one foot above the base flood elevation of the floodplain, (6) whose construction will involve significant changes in surface features (e.g., in wetlands, water diversions, considerable ground disturbance, deforestation), (7) that might affect migratory birds if the towers are over 450 feet, (8) that involve high-intensity lighting in a residential area, (9) that would cause RF radiation over FCC-established limits, and (10) that would involve similar considerations under the laws or best practices of our international markets.
As of December 31, 2023, we owned 22,131 sites in our international markets, of which approximately 30% of our total towers are located in Brazil and no other international markets (each country is considered a market) represented more than 5% of our total towers.
As of December 31, 2024, we owned 22,285 sites in our international markets, of which approximately 30% of our total towers are located in Brazil and no other international markets (each country is considered a market) represented more than 5% of our total towers.
As of December 31, 2023, we owned 39,618 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.
As of December 31, 2024, we owned 39,749 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.
As of December 31, 2023, we had an average of 1.9 tenants per tower. Capitalizing on our Scale and Management Experience. We are a large owner, operator and developer of towers, with substantial capital, human, and operating resources.
As of December 31, 2024, we had an average of 1.9 tenants per site. Capitalizing on our Scale and Management Experience. We are a large owner, operator and developer of towers, with substantial capital, human, and operating resources.
Our operations in our international markets are primarily in the site leasing business, 3 Table of Contents and we continue to focus on growing our international site leasing business through the acquisition and development of towers and organic growth. We derive international site leasing revenues from all the major carriers in each of the 14 countries in which we operate.
Our operations in our international markets are primarily in the site leasing business, and we continue to focus on growing our international site leasing business through the acquisition and development of towers and organic growth. We derive international site leasing revenues from all the major carriers in each of the 13 countries in which we operate.
Competition Domestic Site Leasing – In the U.S., our primary competitors for our site leasing activities are (1) large independent tower companies including American Tower Corporation and Crown Castle International; (2) a number of regional independent tower owners; (3) wireless service providers that own and operate their own towers and lease, or may in the future decide to lease, antenna space to other providers; (4) owners and operators of alternative facilities such as rooftops, outdoor and indoor distributed antenna system (“DAS”) networks, billboards, utility poles, and electric transmission towers; and (5) owners and operators of alternative wireless technology systems and architectures.
Our sales staff’s compensation is heavily weighted to incentive-based goals and measurements. 4 Table of Contents Competition Domestic Site Leasing – In the U.S., our primary competitors for our site leasing activities are (1) large independent tower companies including American Tower Corporation and Crown Castle International; (2) a number of regional independent tower owners; (3) wireless service providers that own and operate their own towers and lease, or may in the future decide to lease, antenna space to other providers; (4) owners and operators of alternative facilities such as rooftops, outdoor and indoor distributed antenna system (“DAS”) networks, billboards, utility poles, and electric transmission towers; and (5) owners and operators of alternative wireless technology systems and architectures.
For example, recent and future spectrum auctions, such as the C-Band auction, Auction 108, and Auction 110 in the U.S. are expected to continue to contribute to growth in the upcoming years.
For example, past and future spectrum auctions, such as Auction 108 and Auction 110 in the U.S. are expected to continue to contribute to growth in the upcoming years.
As of December 31, 2023, approximately 10.3% of our tower structures had ground leases or other property interests maturing in the next 10 years. Exploring Opportunities in Evolving Technologies and Ancillary Services.
As of December 31, 2024, approximately 11.6% of our tower structures had ground leases or other property interests maturing in the next 10 years. Exploring Opportunities in Evolving Technologies and Ancillary Services.
According to a report published by Ericsson in November 2023, global total mobile data traffic was estimated to reach around 130 exabytes per month by the end of 2023 and is projected to grow by a factor of 3x to reach 403 exabytes per month in 2029. The velocity of spectrum development is expected to remain dynamic as carriers continue to deploy new bands and optimize bands that are currently in service, both of which activities we expect will require carriers to install equipment at new sites and add new equipment at existing sites.
According to a report published by Ericsson in November 2024, global total mobile data traffic was estimated to reach around 157 exabytes per month by the end of 2024 and is projected to grow by a factor of 3x to reach 473 exabytes per month in 2030. 2 Table of Contents The velocity of spectrum development is expected to remain dynamic as carriers continue to deploy new bands and optimize bands that are currently in service, both of which activities we expect will require carriers to install equipment at new sites and add new equipment at existing sites.
Cellular Freedom Mobile Telkom Vodacom ‎ 4 Table of Contents Sales and Marketing Our sales and marketing goals are to: use existing relationships and develop new relationships with wireless service providers to lease antenna space on and sell related services with respect to our owned towers or managed properties, enabling us to grow our site leasing business; and successfully bid and win those site development services contracts that will contribute to our operating margins and/or provide a financial or strategic benefit to our site leasing business.
Cellular Echostar (f/k/a DISH Wireless) Telkom Vodacom Sales and Marketing Our sales and marketing goals are to: use existing relationships and develop new relationships with wireless service providers to lease antenna space on and sell related services with respect to our owned towers or managed properties, enabling us to grow our site leasing business; and successfully bid and win those site development services contracts that will contribute to our operating margins and/or provide a financial or strategic benefit to our site leasing business.
We consider our employee relations to be good. As of December 31, 2023, we had 1,787 employees of which 644 were based outside of the U.S. and its territories. Talent Management. We recognize and appreciate the impact that our employees have on the success of our company, our customers, and the communities we serve.
We consider our employee relations to be good. As of December 31, 2024, we had 1,720 employees of which 628 were based outside of the U.S. and its territories. Talent Management. We recognize and appreciate the impact our employees have on the success of our company, our customers, and the communities we serve.
Domestic Site Leasing As of December 31, 2023, we owned 17,487 sites in the United States and its territories. For the year ended December 31, 2023, we generated 73.4% of our total site leasing revenue from these sites. We derive domestic site leasing revenues primarily from T-Mobile, AT&T Wireless, Verizon Wireless, and DISH Wireless.
Domestic Site Leasing As of December 31, 2024, we owned 17,464 sites in the United States and its territories. For the year ended December 31, 2024, we generated 73.7% of our total site leasing revenue from these sites. We derive domestic site leasing revenues primarily from T-Mobile, AT&T Wireless, and Verizon Wireless.
We generally will have at least 1 Table of Contents one signed tenant lease for each new build tower structure on the day that it is completed and expect that some will have multiple tenants. International Tower Growth.
We generally will have at least one signed tenant lease for each new build tower structure on the day that it is completed and expect that some will have multiple tenants.
We seek to replicate this operating model internationally. Due to our presence in local markets, we believe we are well positioned to organically grow our site leasing business and to capture new tower build opportunities in our markets and identify and participate in site development projects across our markets. Controlling our Underlying Land Positions .
Due to our presence in local markets, we believe we are well positioned to proactively grow and defend our site leasing business and to capture new tower build opportunities in our markets and identify and participate in site development projects across our markets. Controlling our Underlying Land Positions .
International Site Leasing We currently own and operate towers in 14 international markets throughout South America, Central America, Canada, South Africa, the Philippines, and Tanzania.
International Site Leasing We currently own and operate towers in 13 international markets throughout South America, Central America, Canada, and Africa.
SBA owns three regional data centers and multiple tower-based data centers in support of this initiative. With regard to open-access networks, SBA works with real estate developers in deploying networks that are accessible throughout a community’s various common areas and resident amenities.
SBA owns two regional data centers in the U.S. and one regional data center in Brazil, as well as tower-based data centers in support of this initiative. With regard to open-access networks, SBA works with real estate developers in deploying networks that are accessible throughout a community’s various common areas and resident amenities.
Towers that meet certain height and location criteria must also be registered with the FCC. A tower that requires FAA clearance will not be registered with the FCC until it is cleared by the FAA. Upon registration, the FCC may also require special lighting and/or painting.
Towers that meet certain height and location criteria must also be registered with the FCC. A tower that requires FAA clearance will not be registered with the FCC until it is cleared by the FAA. The FCC’s Antenna Structure Registration (ASR) will include any FAA required lighting and/or painting.
We believe that wireless service providers make most decisions for site development and site leasing services at the regional and local levels with input from their corporate headquarters. Our sales representatives work with wireless service provider representatives at the regional and local levels and at the national level when appropriate.
Most wireless service providers have national corporate headquarters with regional and local offices. We believe that wireless service providers make most decisions for site development and site leasing services at the regional and local levels with input from their corporate headquarters.
The following customers represented at least 10% of our total revenues during the last three years: For the year ended December 31, Percentage of Total Revenues 2023 2022 2021 T-Mobile 32.5% 36.4% 36.2% AT&T Wireless 19.5% 19.6% 22.2% Verizon Wireless 14.6% 14.5% 14.7% In addition to the Big 4 wireless carriers (T-Mobile, AT&T Wireless, Verizon Wireless, and DISH Wireless), we have also provided services or leased space to a number of customers including: Airtel Tanzania Liberty Technologies Tigo Cellular South MTN TIM Claro Oi S.A.
The following customers represented at least 10% of our total revenues during the last three years: For the year ended December 31, Percentage of Total Revenues 2024 2023 2022 T-Mobile 30.5% 32.5% 36.4% AT&T Wireless 20.6% 19.5% 19.6% Verizon Wireless 15.1% 14.6% 14.5% In addition to the Big 3 wireless carriers (T-Mobile, AT&T Wireless, Verizon Wireless), we have also provided services or leased space to a number of other customers during 2024 including: Airtel Tanzania Freedom Mobile Tigo C Spire (f/k/a Cellular South) Liberty Technologies TIM Claro MTN Telefonica Digicel SouthernLinc U.S.
The law, however, limits local zoning authority by prohibiting any action that would discriminate among different providers of personal wireless services or ban altogether the 6 Table of Contents construction, modification or placement of radio communication towers.
The Telecommunications Act of 1996 amended the Communications Act of 1934 by preserving state and local zoning authorities’ jurisdiction over the construction, modification, and placement of towers. The law, however, limits local zoning authority by prohibiting any action that would discriminate among different providers of personal wireless services or ban altogether the construction, modification or placement of radio communication towers.
For each acquisition, we prepare various analyses that include projections of several different investment return metrics, review of available capacity, future lease up projections, and a summary of current and future tenant/technology mix. New Build Program. We build new towers domestically and internationally.
In our tower acquisition program, we pursue towers from third parties that meet or exceed our internal guidelines regarding current and future potential returns. For each acquisition, we prepare various analyses that include projections of several different investment return metrics, review of available capacity, future lease up projections, and a summary of current and future tenant/technology mix.
Our international operations are also subject to various regulations and guidelines regarding employee relations and other occupational health and safety matters.
Our international operations are also subject to various regulations and guidelines regarding employee relations and other occupational health and safety matters. As we expand our operations into additional international geographic areas, we will be subject to regulations in these jurisdictions.
Regulatory and Environmental Matters Federal Regulations. In the U.S., which accounted for 73.4% of our total site leasing revenue for the year ended December 31, 2023, both the Federal Communications Commission (the “FCC”) and the Federal Aviation Administration (the “FAA”) regulate towers. Many FAA requirements are implemented in FCC regulations.
(days away from work due to workplace incidents) for 2024 was below the 2023 Bureau of Labor benchmark. Regulatory and Environmental Matters Federal Regulations. In the U.S., which accounted for 73.7% of our total site leasing revenue for the year ended December 31, 2024, both the Federal Communications Commission (the “FCC”) and the Federal Aviation Administration (the “FAA”) regulate towers.
In addition, the continued deployment of 5G wireless technologies is expected to increase equipment installation at existing sites. Consumers list network quality as a key contributor when terminating or changing service. To remain competitive and to decrease subscriber churn rates, wireless carriers have made substantial capital investments into their wireless networks to improve service quality and expand coverage.
In addition, the continued deployment of 5G wireless technologies is expected to increase equipment installation at existing sites and may increase the need for new sites. Consumers list network quality as a key contributor when terminating or changing service.
Therefore, we expect that we will see a multi-year trend of additional demand for tower space from our customers, which we believe will translate into steady leasing growth for us.
We believe that the worldwide wireless industry will continue to grow and is reasonably well-capitalized, highly competitive and focused on quality and advanced services; therefore, we expect that we will see a multi-year trend of additional demand for tower space from our customers, which we believe will translate into steady leasing growth for us.
In our new build program, we construct tower structures (1) under build-to-suit arrangements or (2) in locations that are strategically chosen by us. Under build-to-suit arrangements, we build tower structures for wireless service providers at locations that they have identified. Under these arrangements, we retain ownership of the tower structure and the exclusive right to co-locate additional tenants.
We believe strategic new builds can contribute to profitable growth, particularly in our international markets. In our new build program, we construct tower structures (1) under build-to-suit arrangements or (2) in locations that are strategically chosen by us. Under build-to-suit arrangements, we build tower structures for wireless service providers at locations that they have identified.
Additionally, we are exploring opportunities to leverage tower assets and infrastructure to provide energy as a service, including through the deployment of on-site battery backup systems and solar energy solutions. 2 Table of Contents Industry Developments We believe that growing wireless data traffic will require wireless service providers to continue to increase the capacity of their networks, and we believe that the continued capacity increases will require our customers to install equipment at new sites and add new equipment at existing sites.
Industry Developments We believe that growing wireless data traffic will require wireless service providers to continue to increase the capacity of their networks, and we believe that the continued capacity increases will require our customers to install equipment at new sites and add new equipment at existing sites.
As we expand our operations into additional international geographic areas, we will be subject to regulations in these jurisdictions. 7 Table of Contents Availability of Reports and Other Information SBA Communications Corporation was incorporated in the State of Florida in March 1997 and is a real estate investment trust (“REIT”) for federal income tax purposes.
Availability of Reports and Other Information SBA Communications Corporation was incorporated in the State of Florida in March 1997 and is a real estate investment trust (“REIT”) for federal income tax purposes. Our corporate website is www.sbasite.com .
Owners of wireless communications towers may have an obligation to maintain painting and lighting or other marking in conformance with FAA and FCC regulations. Tower owners and FCC spectrum licensees that operate on those towers also bear the responsibility of monitoring any lighting systems and notifying the FAA of any lighting outage or malfunction.
Owners of wireless communications towers have an obligation to maintain painting and lighting or other marking in conformance with FAA and FCC regulations.
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 year ended December 31, 2023.
Our primary business line is our site leasing business, which contributed 98.4% of our total segment operating profit for the year ended December 31, 2024.
In 2013, we opened our internal training facility "Tower U" which provides a rigorous multi-day safety certification program that is required for our employed tower climbers. We are proud that our average lost-day incident rate in the U.S. (days away from work due to workplace incidents) for 2023 was below the 2022 Bureau of Labor benchmark.
The safety of our tower technicians has been a critical focus of the company since our founding. In 2013, we opened our central training facility "Tower U" which provides a rigorous safety certification program that is required for our tower technicians. We are proud that our average lost-day incident rate in the U.S.
The well-being of our employees is a critical element of our culture, employee engagement, and productivity. Our global compensation and benefits strategy provides programs and resources focused on overall well-being. We offer a competitive total rewards package which includes market-based pay, performance-based annual incentive awards, healthcare and retirement benefits, holiday and paid time off, and tuition assistance.
We offer a competitive total rewards package which includes market-based pay, performance-based annual incentive awards, healthcare and retirement benefits, holiday and paid time off, and tuition assistance. Health and Safety . At SBA, providing a safe and healthy work environment for the protection of our employees is paramount.
Given the nature of towers as location-specific communications facilities, we believe that substantially all of what we do is done best locally. Consequently, we have a broad field organization that allows us to develop and capitalize on our experience, expertise, and relationships in each of our local markets which in turn enhances our customer relationships.
Consequently, we have broad field organizations across the U.S. and in our international markets that allow us to develop and capitalize on our experience, expertise, and relationships in each of our local markets which in turn enhances our customer relationships.
We have also partnered with carriers and high-traffic consumer retailers in developing systems for the offloading of data to wireless networks.
We have also partnered with carriers and high-traffic consumer retailers in developing systems for the offloading of data to wireless networks. Additionally, we are exploring opportunities to leverage tower assets and infrastructure to provide energy as a service, including through the deployment of on-site battery backup systems and solar energy solutions.
We pride ourselves in promoting an inclusive environment that celebrates and encourages all forms of diversity. We also value all those who serve our country and are proud to support military veterans and their families as they transition out of the military.
We pride ourselves on our ownership mindset, agility and team spirit and provide customer service with quality and integrity. We also value all those who serve our country and are proud to support military veterans and their families as they transition out of the military. We recognize the value of attracting, developing, engaging, and retaining our talent.
We also rely on our vice presidents, directors, and other operations personnel to sell our services and cultivate customer relationships. Our strategy is to delegate sales efforts by geographic region or to those employees of ours who have the best relationships with our customers. Most wireless service providers have national corporate headquarters with regional and local offices.
We approach sales on a company-wide basis, involving many of our employees. We have a dedicated sales force that is supplemented by members of our management team to sell our services and cultivate customer relationships. Our strategy is to delegate sales efforts by geographic region or to those employees of ours who have the best relationships with our customers.
We 5 Table of Contents see diversity of thought and experiences as critical factors to the long-term success of SBA. As such, we are committed to building a pipeline of future business leaders by strategically recruiting and retaining talent reflective of the communities and markets we serve. Employee Well-Being.
We are committed to building a pipeline of future business leaders by recruiting and retaining talent from the communities and markets we serve. Employee Well-Being. The well-being of our employees is a critical element of our culture, employee engagement, and productivity. Our global compensation and benefits strategy provides programs and resources focused on overall well-being.
As of December 31, 2023, women represented 41% of our global workforce and 43% of our U.S. employees identified as a racial or ethnic minority. We recognize the value of attracting, developing, engaging, and retaining our talent. We invest in our employees’ professional growth and development by providing resources and opportunities to develop their skills and expand their expertise.
We invest in our employees’ professional growth and development by providing resources and opportunities to develop their skills and expand their expertise. We see diversity of thought and experiences as critical factors to the long-term success of SBA.
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In our tower acquisition program, we pursue towers from third parties that meet or exceed our internal guidelines regarding current and future potential returns.
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In addition, we own and operate towers in South America, Central America, Canada, and Africa. On January 10, 2025, we sold all our towers and ended our operations in the Philippines and on February 20, 2025, we entered into an agreement to sell all of our towers and related assets held in Colombia.
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We seek to identify attractive locations for new tower structures and complete pre-construction procedures necessary to secure the site concurrently with our leasing efforts.
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For example, in the third quarter of 2024 we entered into a purchase agreement with Millicom International Cellular S.A. (“Millicom”) for over 7,000 sites throughout Central America. This transaction supports our desire to secure our position as a leader in our international markets and align ourselves with the leading carriers in such markets.  Strategic New Builds.
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We believe that we can create substantial value by expanding our site leasing services into select international markets which we believe have an attractive wireless industry and relatively stable political and regulatory environments.
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Under these arrangements, we retain ownership of the tower structure and 1 Table of Contents the exclusive right to co-locate additional tenants.
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We continually evaluate various factors when identifying potential markets for new expansion or continued involvement (as noted by our exit of the Argentinian market in the fourth quarter of 2023), including: o Country analysis – We consider the country’s economic and political stability and whether the country’s general business, legal, and regulatory environment is conducive to the sustainability and growth of our business. o Market potential – We periodically analyze the expected demand for wireless services and whether a country has multiple wireless service providers who are actively seeking to invest in deploying voice and data networks, as well as spectrum auctions that have occurred or that are anticipated to occur and update this analysis when there have been material developments in the industry within the country, whether due to consolidation, spectrum allocation, new participants or changes in the legal and regulatory environment. o Risk adjusted return criteria – We continually evaluate whether buying or building towers in a country and providing our management and leasing services will meet our return criteria.
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As part of the Millicom transaction, we have agreed to a seven-year exclusivity right for us to build up to 2,500 build-to-suit sites in Central America with each site built having an initial lease term of 15 years.  International Market Maximization.
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We expect wireless carriers to continue to expend capital to differentiate their product offerings. We believe that the worldwide wireless industry will continue to grow and is reasonably well-capitalized, highly competitive and focused on quality and advanced services.
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We are focused on maximizing our site leasing services and profitability in international markets that meet our investment criteria and where we believe we have, or have the ability to achieve, scale. Our investment criteria focuses on the quality and quantity of wireless service providers in a given country as well as the country’s political and regulatory environments.
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We approach sales on a company-wide basis, involving many of our employees. We have a dedicated sales force that is supplemented by members of our executive management team. Our dedicated salespeople are based regionally as well as in our corporate office.
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To remain competitive and to decrease subscriber churn rates, wireless carriers have made substantial capital investments into their wireless networks to improve service quality and expand coverage. We expect wireless carriers to continue to expend capital to differentiate their product offerings.
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Our sales staff’s compensation is heavily weighted to incentive-based goals and measurements.
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Our sales representatives work with wireless service provider representatives at the regional and local levels and at the national level when appropriate.
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Health and Safety . At SBA, providing a safe and healthy work environment for the protection of our employees is paramount. The safety of our tower climbers has been a key focus of the company since its founding.
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Many FAA requirements are implemented in FCC regulations.
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The Telecommunications Act of 1996 amended the Communications Act of 1934 by preserving state and local zoning authorities’ jurisdiction over the construction, modification, and placement of towers.
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While the FCC requires owners to register and exercise primary responsibility for painting and lighting of antenna structures meeting the registration criteria, licensees, and permittees, collocated on the tower or antenna structure, are also responsible to ensure that the structure maintains all FAA and FCC painting and lighting requirements.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe following is a list of significant customers (representing at least 10% of revenue in any of the last three years) and the percentage of our total revenues for the specified time periods derived from these customers: For the year ended December 31, Percentage of Total Revenues 2023 2022 2021 T-Mobile 32.5% 36.4% 36.2% AT&T Wireless 19.5% 19.6% 22.2% Verizon Wireless 14.6% 14.5% 14.7% We also have customer concentrations with respect to revenues in each of our financial reporting segments: For the year ended December 31, Percentage of Domestic Site Leasing Revenue 2023 2022 2021 T-Mobile 40.2% 40.6% 40.2% AT&T Wireless 28.6% 29.0% 30.5% Verizon Wireless 19.7% 20.1% 19.8% For the year ended December 31, Percentage of International Site Leasing Revenue 2023 (1) 2022 (1) 2021 Telefonica 22.5% 20.7% 16.3% Claro 20.2% 19.0% 13.7% TIM 15.7% 17.3% 7.2% Oi S.A. 3.5% 3.9% 28.3% (1) Amounts reflect the sale of Oi’s wireless assets to Telefonica, Claro, and TIM.
Biggest changeIf Echostar is unable to successfully build-out its wireless network or is unable to successfully compete for customers once its network is built out, then our dependence on the three U.S. wireless service providers for our financial and operational growth will be exacerbated. ‎ 8 Table of Contents The following is a list of significant customers (representing at least 10% of revenue in any of the last three years) and the percentage of our total revenues for the specified time periods derived from these customers: For the year ended December 31, Percentage of Total Revenues 2024 2023 2022 T-Mobile 30.5% 32.5% 36.4% AT&T Wireless 20.6% 19.5% 19.6% Verizon Wireless 15.1% 14.6% 14.5% We also have customer concentrations with respect to revenues in each of our financial reporting segments: For the year ended December 31, Percentage of Domestic Site Leasing Revenue 2024 2023 2022 T-Mobile 38.1% 40.2% 40.6% AT&T Wireless 29.6% 28.6% 29.0% Verizon Wireless 20.1% 19.7% 20.1% For the year ended December 31, Percentage of International Site Leasing Revenue 2024 2023 2022 Telefonica 21.3% 22.5% 20.7% Claro 19.2% 20.2% 19.0% TIM 15.9% 15.7% 17.3% For the year ended December 31, Percentage of Site Development Revenue 2024 2023 2022 T-Mobile 69.9% 71.5% 80.1% Verizon Wireless 20.1% 16.8% 7.8% If our wireless service provider customers are unable to access sufficient capital, or unwilling based on the economic cost of such capital or other reasons, to invest in their infrastructure or spectrum, it could reduce our ability to meet our growth expectations.
For example, as a result of our substantial level of indebtedness and the uncertainties arising in the credit markets and the U.S. economy: • we may be more vulnerable to general adverse economic and industry conditions; • we may have to pay higher interest rates upon refinancing or on our variable rate indebtedness if interest rates rise, thereby reducing our cash flows; • we may find it more difficult to obtain additional financing to fund future working capital, capital expenditures, and other general corporate requirements that would be in our best long-term interests; • we may be required to dedicate a substantial portion of our cash flow from operations to the payment of principal and interest on our debt, reducing the available cash flow to fund other investments, including share repurchases, tower acquisition, and new build capital expenditures, or to satisfy our REIT distribution requirements; • we may have limited flexibility in planning for, or reacting to, changes in our business or in the industry; • we may have a competitive disadvantage relative to other companies in our industry that are less leveraged; and • we may be required to sell debt or equity securities or sell some of our core assets, possibly on unfavorable terms, in order to meet payment obligations.
For example, as a result of our substantial level of indebtedness and the uncertainties arising in the credit markets and the U.S. economy: • we may be more vulnerable to general adverse economic and industry conditions; • we may have to pay higher interest rates upon refinancing or on our variable rate indebtedness if interest rates rise, thereby reducing our cash flows; • we may find it more difficult to obtain additional financing to fund future working capital, capital expenditures, and other general corporate requirements that would be in our best long-term interests; • we may be required to dedicate a substantial portion of our cash flow from operations to the payment of principal and interest on our debt, reducing the available cash flow to fund other investments, including share repurchases, tower acquisitions, and new build capital expenditures, or to satisfy our REIT distribution requirements; • we may have limited flexibility in planning for, or reacting to, changes in our business or in the industry; • we may have a competitive disadvantage relative to other companies in our industry that are less leveraged; and • we may be required to sell debt or equity securities or sell some of our core assets, possibly on unfavorable terms, in order to meet payment obligations.
We depend on a relatively small number of customers for most of our revenue, and the loss, consolidation or financial instability of any of our significant customers may materially decrease our revenue and adversely affect our financial condition. We derive a significant portion of our revenue from a small number of customers.
We depend on a relatively small number of customers for most of our revenue, and the loss or financial instability of any of our significant customers may materially decrease our revenue and adversely affect our financial condition. We derive a significant portion of our revenue from a small number of customers.
Tower owners may have an obligation to mark or paint such towers or install lighting to conform to FAA and FCC regulations and to maintain such marking, painting, and lighting. Tower owners may also bear the responsibility of notifying the FAA of any lighting outages.
Tower owners have an obligation to mark or paint such towers or install lighting to conform to FAA and FCC regulations and to maintain such marking, painting, and lighting. Tower owners also bear the responsibility of notifying the FAA of any lighting outages.
Furthermore, to the extent that the tower acquisition opportunities are for significant tower portfolios, some of our competitors and financial sponsors are significantly larger and have greater financial resources than we do. Finally, laws regulating competition, domestically and internationally, may limit our ability to acquire certain portfolios.
Furthermore, to the extent that the tower acquisition opportunities are for significant tower portfolios, some of our competitors and financial sponsors are significantly larger and have greater financial resources than we do. Finally, laws regulating competition, domestically and internationally, may limit our ability to acquire certain portfolios and/or delay our acquisition of certain portfolios.
Due to these risks, it may take longer to complete our new tower builds than anticipated, domestically and internationally, and the costs of constructing these towers may be higher than we expect, or we may not be able to add as many towers as planned in 2024.
Due to these risks, it may take longer to complete our new tower builds than anticipated, domestically and internationally, and the costs of constructing these towers may be higher than we expect, or we may not be able to add as many towers as planned in 2025.
Although this issue has been substantially resolved, the deployment of new technologies has resulted, and may continue to result, in unexpected issues that could increase the cost or delay the deployment of new technologies. The FCC continues to auction new bands of spectrum, including C-Band, Auction 108, and Auction 110.
Although this issue has been substantially resolved, the deployment of new technologies has resulted, and may continue to result, in unexpected issues that could increase the cost or delay the deployment of new technologies. The FCC continues to auction new bands of spectrum, including Auction 108 and Auction 110.
Increasing competition in the tower industry may create pricing pressures or result in non-renewals that may materially and adversely affect us. Our industry is highly competitive, and our wireless service provider customers sometimes have alternatives for leasing antenna space.
Increasing competition in the tower industry may create pricing pressures or result in non-renewals that may materially and adversely affect us. Our industry is highly competitive, and our wireless service provider customers often have alternatives for leasing antenna space.
Specifically, most of our ground leases and other property interests, tenant leases, and tower-related expenses are paid in U.S. dollars . 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.
Specifically, most of our ground leases and other property interests, tenant leases, and tower-related expenses are paid in U.S. dollars . 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.
Significant consolidation among our wireless service provider customers has resulted, and is expected to continue to result, in our customers failing to renew existing leases for tower space as a result of overlapping coverage, nearby locations, or reducing future capital expenditures in the aggregate because their existing networks and expansion plans may overlap or be very similar.
Significant consolidation among our wireless service provider customers has resulted, and is expected to continue to result, in our 7 Table of Contents customers failing to renew existing leases for tower space as a result of overlapping coverage, nearby locations, or reducing future capital expenditures in the aggregate because their existing networks and expansion plans may overlap or be very similar.
In connection with a current assessment in Brazil, the taxing authorities have issued income tax deficiencies related to purchase accounting adjustments for tax years 2016 through 2019. We disagree with the assessment and have filed an appeal with the higher appellate taxing authorities.
In connection with a current assessment in Brazil, the taxing authorities have issued income tax deficiencies related to purchase accounting adjustments for tax years 2017 through 2019. We disagree with the assessment and have filed an appeal with the higher appellate taxing authorities.
These alternatives could increase our costs and our leverage, decrease our Adjusted Funds From Operations, or require us to distribute amounts that would otherwise be invested in future acquisitions or stock repurchases. Thus, compliance with the REIT requirements may hinder our ability to grow, which could adversely affect the value of our common stock.
These alternatives could increase our costs and our leverage, decrease our Adjusted Funds From Operations, or require us to distribute amounts that would otherwise be invested in future acquisitions, new tower builds, or stock repurchases. Thus, compliance with the REIT requirements may hinder our ability to grow, which could adversely affect the value of our common stock.
However, if any of our significant site leasing customers were to experience financial difficulty, substantially reduce their capital expenditures or reduce their dependence on leased tower space on our sites and fail to renew their leases with us, our revenues, future revenue growth and results of operations would be adversely 8 Table of Contents affected.
However, if any of our significant site leasing customers were to experience financial difficulty, substantially reduce their capital expenditures or reduce their dependence on leased tower space on our sites and fail to renew their leases with us, our revenues, future revenue growth and results of operations would be adversely affected.
In our international operations, the impact of zoning, permitting, and related regulations and 16 Table of Contents restrictive covenants on our new builds, co-locations, and operations could be exacerbated as some of these markets may lack established permitting processes for towers, have inconsistencies between national and local regulations, and have other barriers to timely construction and permitting of towers.
In our international operations, the impact of zoning, permitting, and related regulations and restrictive covenants on our new builds, co-locations, and operations could be exacerbated as some of these markets may lack established permitting processes for towers, have inconsistencies between national and local regulations, and have other barriers to timely construction and permitting of towers.
The ability of our operating subsidiaries to pay dividends or transfer assets to us is restricted by applicable state law and contractual restrictions, including the terms of their outstanding debt instruments. The loss of the services of key personnel or a significant number of our employees may negatively affect our business.
The ability of our operating subsidiaries to pay dividends or transfer assets to us is restricted by applicable state law and contractual restrictions, including the terms of their outstanding debt instruments. 15 Table of Contents The loss of the services of key personnel or a significant number of our employees may negatively affect our business.
This fluctuation has affected, and may in the future continue to affect, our reported results of operations. Changes in exchange rates between these local currencies and the U.S. dollar will affect the recorded levels of site leasing revenue, segment operating profit, assets and/or liabilities.
This fluctuation has affected, and may in the future continue to affect, our reported results of operations. 12 Table of Contents Changes in exchange rates between these local currencies and the U.S. dollar will affect the recorded levels of site leasing revenue, segment operating profit, assets and/or liabilities.
Similarly, any delays in the clearing or availability of this spectrum subsequent to these auctions could delay the related demand for our towers. 13 Table of Contents New technologies or network architecture or changes in a customer’s business model may reduce demand for our wireless infrastructure or negatively impact our revenues.
Similarly, any delays in the clearing or availability of this spectrum subsequent to these auctions could delay the related demand for our towers. New technologies or network architecture or changes in a customer’s business model may reduce demand for our wireless infrastructure or negatively impact our revenues.
If we are unable to meet our contractual obligations to our customers for a material portion of our towers, our operations could be materially and adversely affected. 17 Table of Contents We could have liability under environmental laws that could have a material adverse effect on our business, financial condition and results of operations.
If we are unable to meet our contractual obligations to our customers for a material portion of our towers, our operations could be materially and adversely affected. We could have liability under environmental laws that could have a material adverse effect on our business, financial condition and results of operations.
In addition, a slowdown may increase competition in the tower industry which may in turn increase our exposure to the risks described herein. 11 Table of Contents Increasing competition may negatively impact our ability to grow our communication site portfolio long term. We intend to continue growing our tower portfolio, domestically and internationally, through acquisitions and new builds.
In addition, a slowdown may increase competition in the tower industry which may in turn increase our exposure to the risks described herein. Increasing competition may negatively impact our ability to grow our communication site portfolio long term. We intend to continue growing our tower portfolio, domestically and internationally, through acquisitions and new builds.
If we are not able to increase our new build tower portfolio as anticipated, it could negatively impact our ability to achieve our financial goals. Our international operations are subject to economic, political, and other risks that could materially and adversely affect our revenues or financial position.
If we are not able to increase our new build tower portfolio as anticipated, it could negatively impact our ability to achieve our financial goals. 11 Table of Contents Our international operations are subject to economic, political, and other risks that could materially and adversely affect our revenues or financial position.
While the U.S. wireless service provider market has recently reduced to three nationwide wireless service providers, AT&T Wireless, T-Mobile, and Verizon Wireless, we and most of the industry anticipate that the number of nationwide wireless service providers will increase to four again once DISH Wireless successfully builds out its nationwide network.
While the U.S. wireless service provider market has recently reduced to three nationwide wireless service providers, AT&T Wireless, T-Mobile, and Verizon Wireless, we and most of the industry anticipate that the number of nationwide wireless service providers will increase to four again if Echostar successfully builds out its nationwide network.
As of December 31, 2023 and 2022, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement with our foreign subsidiaries was $1.3 billion and $1.5 billion, respectively.
As of December 31, 2024 and 2023, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement with our foreign subsidiaries was $1.1 billion and $1.3 billion, respectively.
This impact may be exacerbated if competitors construct towers near our existing towers. Any of these factors could materially and adversely affect our growth rate and our future operations.
This impact may be exacerbated 10 Table of Contents if competitors construct towers near our existing towers. Any of these factors could materially and adversely affect our growth rate and our future operations.
In addition, we may incur a 100% 20 Table of Contents excise tax on transactions with a TRS if they are not conducted on an arm’s length basis. Any of these taxes would decrease our earnings and our available cash.
In addition, we may incur a 100% excise tax on transactions with a TRS if they are not conducted at an arm’s length basis. Any of these taxes would decrease our earnings and our available cash.
If we fail to qualify as a REIT in any taxable year, to the extent we have REIT taxable income and have utilized our NOLs, we would be subject to U.S. federal income tax on our taxable income at regular corporate rates, and dividends paid to our shareholders would not be deductible by us in computing our taxable income.
If we fail to qualify as a REIT in any taxable year, to the extent we have REIT taxable income and have utilized our net operating losses (“NOLs”), we would be subject to U.S. federal income tax on our taxable income at regular corporate rates, and dividends paid to our shareholders would not be deductible by us in computing our taxable income.
For the year ended December 31, 2023, approximately 26.6% of our total site leasing revenue was generated by our international operations, of which 23.3% was generated in non-U.S. dollar currencies, including 15.6% which was denominated in Brazilian Reais. The exchange rates between our foreign currencies and the U.S.
For the year ended December 31, 2024, approximately 26.3% of our total site leasing revenue was generated by our international operations, of which 23.1% was generated in non-U.S. dollar currencies, including 15.0% which was denominated in Brazilian Reais. The exchange rates between our foreign currencies and the U.S.
The site leasing revenues generated by our international operations were approximately 24.7% of our total revenues during the year ended December 31, 2023, and we anticipate that our revenues from our international operations will continue to grow in the future.
The site leasing revenues generated by our international operations were approximately 24.8% of our total revenues during the year ended December 31, 2024, and we anticipate that our revenues from our international operations will continue to grow in the future.
As of December 31, 2023, approximately 15.2% of our tenant leases in our international markets include fixed escalators. Currency fluctuations may negatively affect our results of operations. In Ecuador, El Salvador, Guatemala, Nicaragua, and Panama, significantly all of our revenue, expenses, and capital expenditures arising from our activities are denominated in U.S. dollars.
As of December 31, 2024, approximately 21.1% of our tenant leases in our international markets include fixed escalators. Currency fluctuations may negatively affect our results of operations. In Ecuador, El Salvador, Guatemala, Nicaragua, and Panama, significantly all of our revenue, expenses, and capital expenditures arising from our activities are denominated in U.S. dollars.
Dollar strengthens against the Brazilian Real, South African Rand, or the Tanzanian Shilling, our results of operations would be adversely affected. For the years ended December 31, 2023 and 2022, we recorded a $52.4 million gain and a $12.9 million gain, net of taxes, respectively, on the remeasurement of intercompany loans due to changes in foreign exchange rates.
Dollar strengthens against the Brazilian Real, South African Rand, or the Tanzanian Shilling, our results of operations would be adversely affected. For the years ended December 31, 2024 and 2023, we recorded a $156.8 million loss and a $52.4 million gain, net of taxes, respectively, on the remeasurement of intercompany loans due to changes in foreign exchange rates.
As of December 31, 2023, the average remaining life under our ground leases and other property interests, including renewal options under our control, was approximately 36 years, and approximately 10.3% of our tower structures have ground leases or other property interests maturing in the next 10 years.
As of December 31, 2024, the average remaining life under our ground leases and other property interests, including renewal options under our control, was approximately 36 years, and approximately 11.6% of our tower structures have ground leases or other property interests maturing in the next 10 years.
If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences.
Moreover, if we fail to comply with certain asset ownership tests, at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences.
ITEM 1A. RISK FACTORS Risks Related to Our Business If our wireless service provider customers combine their operations to a significant degree, our future operating results, ability to service our indebtedness, and stock price could be adversely affected.
ITEM 1A. RISK FACTORS Risks Related to Our Business If our wireless service provider customers combine their operations to a significant degree, our future operating results could be adversely affected.
If our domestic or international wireless service provider customers continue to consolidate, these consolidations could significantly impact the number of our tower leases that are not renewed or the number of new leases that our wireless service provider customers require to expand their networks, which could materially and adversely affect our future operating results.
Future consolidations of wireless service providers could significantly impact the number of our tower leases that are not renewed or the number of new leases that our wireless service provider customers require to expand their networks, which could materially and adversely affect our future operating results.
The following table sets forth our total principal amount of debt and shareholders’ deficit as of December 31, 2023 and 2022: As of December 31, 2023 2022 (in thousands) Total principal amount of indebtedness $ 12,388,000 $ 12,952,000 Shareholders' deficit $ (5,170,882) $ (5,276,315) Our substantial level of indebtedness increases the possibility that we may be unable to generate cash sufficient to pay the principal, interest, or other amounts due on our indebtedness.
The following table sets forth our total principal amount of debt and shareholders’ deficit as of December 31, 2024 and 2023: As of December 31, 2024 2023 (in thousands) Total principal amount of indebtedness $ 13,672,750 $ 12,388,000 Shareholders' deficit $ (5,109,938) $ (5,170,882) Our substantial level of indebtedness increases the possibility that we may be unable to generate cash sufficient to pay the principal, interest, or other amounts due on our indebtedness.
Accordingly, our business is and will be subject to risks associated with doing business internationally, including: • laws and regulations that dictate how we operate our towers and conduct business and which may be uncertain, be inconsistent or adversely change, including those relating to zoning, construction, maintenance and environmental matters, and laws related to ownership of real property; • changes in a specific country’s or region’s political or economic conditions, including inflation or currency devaluation; • laws affecting telecommunications infrastructure including the sharing of such infrastructure; • laws and regulations that tax or otherwise restrict repatriation of earnings or other funds or otherwise limit distributions of capital; • changes to existing or new domestic or international tax laws, new or significantly increased municipal fees directed specifically at the ownership and operation of towers, which may be applied and enforced retroactively and could materially affect the profitability of our operations; • expropriation and governmental regulation restricting foreign ownership or requiring reversion or divestiture; • governmental regulations and restrictions impacting tower licenses, spectrum licenses and concessions, including additional restrictions on the use or revocation of such licenses, concessions or spectrum and additional conditions to receive or maintain such licenses; • laws and regulations governing our employee relations, including occupational health and safety matters and employee compensation and benefits matters; • our ability to comply with, and the costs of compliance with, anti-bribery laws such as the Foreign Corrupt Practices Act and similar local anti-bribery laws; • our ability to negotiate, and enforce, leases or other contracts on similar terms as that of our U.S. operations; • uncertainties regarding legal or judicial systems, including inconsistencies between and within laws, regulations and decrees, and judicial application thereof, and delays in the judicial process; • challenges arising from less-developed infrastructure in certain markets; • difficulty in recruiting and retaining trained personnel; and • our ability to provide power to our sites in those international markets that do not have an available electric grid at our tower sites. 12 Table of Contents We are also exposed to risks operating in countries with high levels of inflation, including the risk that inflation rates exceed our fixed escalator percentages in markets where our leases include fixed escalators and the risk that adverse economic conditions may discourage growth in consumer demand and consequently reduce our customers’ demand for our site leasing services.
Accordingly, our business is and will be subject to risks associated with doing business internationally, including: • laws and regulations that dictate how we operate our towers and conduct business and which may be uncertain, be inconsistent or adversely change, including those relating to zoning, construction, maintenance and environmental matters, and laws related to ownership of real property; • changes in a specific country’s or region’s political or economic conditions, including inflation or currency devaluation; • laws affecting telecommunications infrastructure including the sharing of such infrastructure; • potential changes in trade restrictions and tariffs that may be proposed by the U.S. and potential retaliatory trade restrictions and tariffs by other countries; • laws and regulations that tax or otherwise restrict repatriation of earnings or other funds or otherwise limit distributions of capital; • changes to existing or new domestic or international tax laws, new or significantly increased municipal fees directed specifically at the ownership and operation of towers, which may be applied and enforced retroactively and could materially affect the profitability of our operations; • expropriation and governmental regulation restricting foreign ownership or requiring reversion or divestiture; • governmental regulations and restrictions impacting tower licenses, spectrum licenses and concessions, including additional restrictions on the use or revocation of such licenses, concessions or spectrum and additional conditions to receive or maintain such licenses; • laws and regulations governing our employee relations, including occupational health and safety matters and employee compensation and benefits matters; • our ability to comply with, and the costs of compliance with, anti-bribery laws such as the Foreign Corrupt Practices Act and similar local anti-bribery laws; • our ability to negotiate, and enforce, leases or other contracts on similar terms as that of our U.S. operations; • uncertainties regarding interpretations of our contractual rights to land and towers; • uncertainties regarding legal or judicial systems, including inconsistencies between and within laws, regulations and decrees, and judicial application thereof, and delays in the judicial process; • challenges arising from less-developed infrastructure in certain markets; • difficulty in recruiting and retaining trained personnel; and • our ability to provide power to our sites in those international markets that do not have an available electric grid at our tower sites.
As of December 31, 2023, this indebtedness represented approximately $2.4 billion, or 19.8% of our total indebtedness. As a result, we are exposed to interest rate risk. Interest rates, including SOFR, fluctuate periodically and as such may increase in future periods.
As of December 31, 2024, this indebtedness represented approximately $2.3 billion, or 16.7% of our total indebtedness. As a result, we are exposed to interest rate risk. Interest rates, including SOFR, fluctuate periodically and as such may increase in future periods.
Dollar have fluctuated significantly in recent years and may continue to do so in the future. For example, the Brazilian Real has historically been subject to substantial volatility and strengthened 3.2% when comparing the average rate for the years ended December 31, 2023 and 2022.
Dollar have fluctuated significantly in recent years and may continue to do so in the future. For example, the Brazilian Real has historically been subject to substantial volatility and weakened 6.9% when comparing the average rate for the years ended December 31, 2024 and 2023.
However, if the accumulation of cash or reinvestment of significant earnings in our TRSs causes the fair market value of our securities in those entities, taken together with other non-qualifying assets, to represent more than 20% of the value of our total assets, in each case, as determined for REIT asset testing purposes, we would, absent timely responsive action, fail to qualify as a REIT.
However, if the accumulation of cash or reinvestment of significant earnings in our TRSs causes the fair market value of our securities in those entities to represent more than 20% of the value of our total assets, as determined for REIT asset testing purposes, we would, absent timely responsive action, fail to remain qualified as a REIT.
To qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the nature and diversification of our assets, the sources of our income and the amounts we distribute to our shareholders.
In addition to the 90% distribution requirement, to remain qualified as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the nature and diversification of our assets, the sources of our income and the amounts we distribute to our shareholders.
Our TRS assets and operations also will continue to be subject, as applicable, to federal and state corporate income taxes and to foreign taxes in the jurisdictions in which those assets and operations are located. Any of these taxes would decrease our earnings and our available cash.
Our TRS assets and operations also will continue to be subject, as applicable, to federal and state corporate income taxes and to foreign taxes in the jurisdictions in which those assets and operations are located.
Increasing interest rates have impacted, and are expected to continue to impact, the ability and willingness of wireless service providers to incur capital expenditures at historic levels to expand their networks, which would adversely affect our future revenue growth rates. For example, certain providers have said they expect to decrease capital expenditures in 2024.
Increasing interest rates have impacted, and are expected to continue to impact, the ability and willingness of wireless service providers to incur capital expenditures at historic levels to expand their networks, which would adversely affect our future revenue growth rates. For example, certain providers are financially constrained and are not currently investing in their wireless networks to deploy new spectrum.
A slowdown in demand for wireless services could materially and adversely affect our future growth and revenues. We expect a significant portion of our future revenue growth will result from investments in the deployment of new or fallow spectrum by our wireless service provider customers, including the build-out by DISH Wireless of a fourth nationwide network in the U.S.
A slowdown in demand for wireless services could materially and adversely affect our future growth and revenues. We expect a significant portion of our future revenue growth will result from increased leasing activity and investments in the deployment of new or fallow spectrum by our wireless service provider customers.
The mortgage loan agreement related to our securitization transactions, the Senior Credit Agreement, and the indentures governing our 2020 Senior Notes and 2021 Senior Notes contain certain covenants that could limit our ability to make distributions to our shareholders.
Covenants specified in our current and future debt instruments may limit our ability to make required REIT distributions. The mortgage loan agreement related to our securitization transactions, the Senior Credit Agreement, and the indentures governing our 2020 Senior Notes and 2021 Senior Notes contain certain covenants that could limit our ability to make distributions to our shareholders.
However, public perception of possible health risks associated with cellular and other wireless communications technologies (such as 5G) could slow the growth of wireless companies and deployment of new technologies, which could in turn slow our growth.
However, public perception of possible health risks associated with cellular and other wireless communications technologies (such as 5G) could slow the growth of wireless companies and deployment of new technologies, which could in turn slow our growth. In particular, negative public perception of, and regulations regarding, health risks could cause a decrease in the demand for wireless communications services.
In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our shareholders for a calendar year is less than a minimum amount specified under the Code. These distribution requirements could hinder our ability to pursue otherwise attractive asset acquisition opportunities.
In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our shareholders for a calendar year is less than a minimum amount specified under the Code.
As a result, tower construction in some of our international markets may be delayed or halted or our acquired towers may not perform as anticipated. These factors could have a material adverse effect on our future growth and operations. Cybersecurity breaches and other disruptions could compromise our information, which would cause our business and reputation to suffer.
As a result, tower construction in some of our international markets may be delayed or halted or our acquired towers may not perform as anticipated. These factors could have a material adverse effect on our future growth and operations.
In addition to the asset tests set forth above, to qualify and be subject to tax as a REIT, we will be required generally to distribute at least 90% of our REIT taxable income after the utilization of any available NOLs (determined without regard to the dividends paid deduction and excluding net capital gain) each year to our shareholders.
To remain qualified as a REIT, we are required generally to distribute at least 90% of our REIT taxable income after the utilization of any available NOLs (determined without regard to the dividends paid deduction and excluding net capital gain) each year to our shareholders.
Subject to certain restrictions under our existing indebtedness, we and our subsidiaries may also incur significant additional indebtedness in the future, which may have the effect of increasing our total leverage. 10 Table of Contents As a consequence of our indebtedness, (1) demands on our cash resources may increase, (2) we are subject to restrictive covenants that further limit our financial and operating flexibility, and (3) we may choose to institute self-imposed limits on our indebtedness based on certain considerations including market interest rates, our relative leverage and our strategic plans.
As a consequence of our indebtedness, (1) demands on our cash resources may increase, (2) we are subject to restrictive covenants that further limit our financial and operating flexibility, and (3) we may choose to institute self-imposed limits on our indebtedness based on certain considerations including market interest rates, our relative leverage and our strategic plans.
Our costs could increase and our revenues could decrease due to perceived health risks from RF energy. The U.S. and other foreign governments impose requirements and other guidelines relating to exposure to RF energy. Exposure to high levels of RF energy can cause negative health effects.
The U.S. and other foreign governments impose requirements and other guidelines relating to exposure to RF energy. Exposure to high levels of RF energy can cause negative health effects.
As a result, we may be required to liquidate assets in adverse market conditions or forgo otherwise attractive investments. These actions may reduce our income and amounts available for distributions to our shareholders.
As a result, we may be required to liquidate assets in adverse market conditions 19 Table of Contents or forgo otherwise attractive investments. These actions may have the effect of reducing our income, amounts available for distributions to our shareholders, and amounts available for making payments on our indebtedness.
In addition, a customer’s need for site development services can decrease, and we may not be successful in establishing relationships with new customers. Furthermore, our existing customers may not continue to engage us for additional projects.
Our site development customers engage us on a project-by-project basis, and a customer can generally terminate an assignment at any time without penalty. In addition, a customer’s need for site development services can decrease, and we may not be successful in establishing relationships with new customers. Furthermore, our existing customers may not continue to engage us for additional projects.
Furthermore, compliance with the REIT distribution requirements may increase the financing we need to fund capital expenditures, future growth, or expansion initiatives, which would increase our total leverage. Covenants specified in our current and future debt instruments may limit our ability to make required REIT distributions.
Furthermore, compliance with the REIT distribution requirements may increase the financing we need to fund capital expenditures, future growth, or expansion initiatives, which would increase our total leverage.
The Senior Credit Agreement, as amended, requires SBA Senior Finance II LLC (“SBA Senior Finance II”) to maintain specific financial ratios, including (1) a ratio of Consolidated Net Debt to Annualized Borrower EBITDA not to exceed 6.5 times for any fiscal quarter and (2) a ratio of Annualized Borrower EBITDA to Annualized Cash Interest Expense (calculated in accordance with the Senior Credit Agreement) of not less than 2.0 times for any fiscal quarter. 15 Table of Contents These covenants could place us at a disadvantage compared to some of our competitors which may have fewer restrictive covenants and may not be required to operate under these restrictions.
The Senior Credit Agreement, as amended, requires SBA Senior Finance II LLC (“SBA Senior Finance II”) to maintain specific financial ratios, including (1) a ratio of Consolidated Net Debt to Annualized Borrower EBITDA not to exceed 6.5 times for any fiscal quarter and (2) a ratio of Annualized Borrower EBITDA to Annualized Cash Interest Expense (calculated in accordance with the Senior Credit Agreement) of not less than 2.0 times for any fiscal quarter.
For the year ended December 31, 2023, we funded $4.2 million and repaid $223.4 million under our intercompany loan agreements. Subsequent to year end, we repaid an additional $15.0 million under our intercompany loan agreements. Delays in the roll-out of new spectrum or deployment of new technologies could materially and adversely affect our future growth and revenues.
For the year ended December 31, 2024, we funded $9.3 million and repaid $177.1 million under our intercompany loan agreements. Subsequent to December 31, 2024, we made no repayments under our intercompany loan agreements. Delays in the roll-out of new spectrum or deployment of new technologies could materially and adversely affect our future growth and revenues.
Our use of TRSs may cause us to fail to qualify as a REIT. The net income of our TRSs is not required to be distributed to us, and such undistributed TRS income is generally not subject to our REIT distribution requirements.
The net income of our taxable REIT subsidiaries (“TRSs”) is not required to be distributed to us, and such undistributed TRS income is generally not subject to our REIT distribution requirements.
Furthermore, our ability to compete for acquisition opportunities in domestic and international markets may be adversely affected if we need, or require, the target company to comply with certain REIT requirements. These actions could have the effect of reducing our income, amounts available for distribution to our shareholders, and amounts available for making payments on our indebtedness.
Furthermore, our ability to compete for acquisition opportunities in domestic and international markets may be adversely affected if we need, or require, the target company to comply with certain REIT requirements.
If we are unable to protect our rights to the land under our towers, it could adversely affect our business and operating results. Our real property interests relating to the land under our tower structures consist primarily of leasehold and sub-leasehold interests, fee interests, easements, licenses, rights-of-way, and other similar interests.
Our real property interests relating to the land under our tower structures consist primarily of leasehold and sub-leasehold interests, fee interests, easements, licenses, rights-of-way, and other similar interests.
As part of our day-to-day operations, we rely on information technology and other computer resources and infrastructure to carry out important business activities and to maintain our business records.
Information technology disruptions, including as a result of cybersecurity breaches, could compromise our information, which would cause our business and reputation to suffer. As part of our day-to-day operations, we rely on information technology and other computer resources and infrastructure to carry out important business activities and to maintain our business records.
If we fail to qualify for taxation as a REIT, we may need to borrow additional funds or liquidate assets to pay any additional tax liability.
If we fail to qualify for taxation as a REIT, we may need to borrow additional funds or liquidate assets to pay any additional tax liability. Accordingly, funds available for investment and making payments on our indebtedness would be reduced.
Our issuance of equity securities and other associated transactions may trigger a future ownership change which may negatively impact our ability to utilize NOLs in the future. The issuance of equity securities and other associated transactions may increase the chance that we will have a future ownership change under Section 382 of the Internal Revenue Code of 1986 (“Code”).
The issuance of equity securities and other associated transactions may increase the chance that we will have a future ownership change under Section 382 of the Internal Revenue Code of 1986 (“Code”). We may also have a future ownership change, outside of our control, caused by future equity transactions by our current shareholders.
Although we have used interest rate swaps to mitigate our interest rate risk from time to time, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk.
In addition, increasing interest rates may result in higher interest expense on our current fixed rate indebtedness upon a refinancing. 9 Table of Contents Although we have used interest rate swaps to mitigate our interest rate risk from time to time, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk.
NOLs generated starting in the 2018 tax year can be carried forward indefinitely but are subject to the 80% utilization limitation. We expect that we will continue to be subject to tax examinations in the future. In addition, U.S. federal, state, and local, as well as international, tax laws and regulations are extremely complex and subject to varying interpretations.
NOLs generated starting in the 2018 tax year can be carried forward indefinitely but are subject to the 80% utilization limitation. We expect that we will continue to be subject to tax examinations in the future.
If any default occurs, all amounts outstanding under our outstanding notes and the Senior Credit Agreement may become immediately due and payable. Our dependence on our subsidiaries for cash flow may negatively affect our business. We are a holding company with no business operations of our own.
If we fail to comply with these covenants, it could result in an event of default under our debt instruments. If any default occurs, all amounts outstanding under our outstanding notes and the Senior Credit Agreement may become immediately due and payable. Our dependence on our subsidiaries for cash flow may negatively affect our business.
Further, for various reasons, title to property interests in some of the foreign jurisdictions in which we operate may not be as certain as title to our property interests in the United States. For example, the land underneath 3,868 towers subject to non-terminable leases in Brazil is currently subject to concessions from the Federal Republic of Brazil.
Further, for various reasons, title to property interests in some of the foreign jurisdictions in which we operate may not be as certain as title to our property interests in the United States.
Our only significant assets are, and are expected to be, the outstanding capital stock and membership interests of our subsidiaries. We conduct, and expect to continue conducting, all of our business operations through our subsidiaries. Accordingly, our ability to pay our obligations is dependent upon dividends and other distributions from our subsidiaries to us.
We are a holding company with no business operations of our own. Our only significant assets are, and are expected to be, the outstanding capital stock and membership interests of our subsidiaries. We conduct, and expect to continue conducting, all of our business operations through our subsidiaries.
Data privacy and protection laws are evolving globally and present risks related to our handling of sensitive data that could result in regulatory penalties or litigation.
Additionally, if we are unable to effectively upgrade and improve the efficiency of our information technology systems, we may experience disruptions to our operations and services. Data privacy and protection laws are evolving globally and present risks related to our handling of sensitive data that could result in regulatory penalties or litigation.
We may also have a future ownership change, outside of our control, caused by future equity transactions by our current shareholders. Depending on our market value at the time of such future ownership change, an ownership change under Section 382 could negatively impact our ability to utilize our NOLs and could result in us having to make additional cash distributions.
Depending on our market value at the time of such future ownership change, an ownership change under Section 382 could negatively impact our ability to utilize our NOLs and could result in us having to make additional cash distributions. Our costs could increase and our revenues could decrease due to perceived health risks from RF energy.
The process of integrating any acquired towers into our operations is also subject to a number of risks and financial impacts, including unforeseen operating difficulties, large expenditures, diversion of management attention, the loss of key customers and/or personnel, our inability to retain or timely find suitable replacements for key employees and management needed to operate the acquired business, and exposure to unanticipated liabilities.
However, our environmental due diligence may not uncover all natural disaster-related risks to tower assets that we acquire, and our mitigation measures may not be successful, which could require us to incur significant expenditures and may have an adverse effect on our operations or financial condition. 14 Table of Contents The process of integrating any acquired towers into our operations is also subject to a number of risks and financial impacts, including unforeseen operating difficulties, large expenditures, diversion of management attention, the loss of key customers and/or personnel, our inability to retain or timely find suitable replacements for key employees and management needed to operate the acquired business, and exposure to unanticipated liabilities.
A key element of our growth strategy is to increase our tower portfolio through acquisitions. We are subject to a number of risks and uncertainties as a result of those acquisition activities.
We are subject to a number of risks and uncertainties as a result of those acquisition activities.
Treasury Regulations, administrative interpretations, or court decisions could affect significantly and negatively our ability to qualify as a REIT or the U.S. federal income tax consequences to our investors and us of such qualification. Our Board’s ability to revoke our REIT qualification, without shareholder approval, may cause adverse consequences to our shareholders.
Treasury Regulations, administrative interpretations, or court decisions could affect significantly and negatively our ability to qualify as a REIT or the U.S. federal income tax consequences to our investors and us of such qualification. Qualification as a REIT involves the application of highly technical and complex Code provisions for which only limited judicial and administrative authorities exist.
Most of our indebtedness is owed directly by our subsidiaries, including the mortgage loan underlying the Tower Securities and any amounts that we may borrow under the Senior Credit Agreement. Consequently, the first use of any cash flow from operations generated by such subsidiaries will be payments of interest and principal, if any, under their respective indebtedness.
Consequently, the first use of any cash flow from operations generated by such subsidiaries will be payments of interest and principal, if any, under their respective indebtedness.
The swap has an effective start date of March 31, 2025 and a maturity date of April 11, 2028. We have a substantial level of indebtedness which may have an adverse effect on our business or limit our ability to take advantage of business, strategic or financing opportunities.
We have a substantial level of indebtedness which may have an adverse effect on our business or limit our ability to take advantage of business, strategic or financing opportunities. As indicated below, we have and will continue to have a significant amount of indebtedness.
These factors could also have a material adverse effect on our growth rate since growth opportunities and demand for our tower space as a result of new technologies may not be realized at the times or to the extent anticipated. Any of these factors could have a material adverse effect on our business, results of operations, and financial condition.
In addition, while we are exploring and investing in ancillary services and emerging technologies, including our mobile edge computing initiative and private networks, those investments may not prove to be profitable . 13 Table of Contents These factors could also have a material adverse effect on our growth rate since growth opportunities and demand for our tower space as a result of new technologies may not be realized at the times or to the extent anticipated.
In addition, many of our tenants in our international markets are subsidiaries of global telecommunications companies. These subsidiaries may not have the explicit or implied financial support of their parent entities, which may impact their creditworthiness. Our site development customers engage us on a project-by-project basis, and a customer can generally terminate an assignment at any time without penalty.
Furthermore, while many of our tenants in our international markets are subsidiaries of global telecommunications companies, these subsidiaries may not have the explicit or implied financial support of their parent entities, which may impact their creditworthiness.
In particular, negative public perception of, and regulations regarding, health risks could cause a decrease in the demand for wireless 18 Table of Contents communications services. Moreover, if a connection between exposure to low levels of RF energy and possible negative health effects, including cancer, were demonstrated, we could be subject to numerous claims.
Moreover, if a connection between exposure to low levels of RF energy and possible negative health effects, including cancer, were demonstrated, we could be subject to numerous claims. Our current policies provide no coverage for claims based on RF energy exposure.
Our current policies provide no coverage for claims based on RF energy exposure. If we were subject to claims relating to exposure to RF energy, even if such claims were not ultimately found to have merit, our financial condition could be materially and adversely affected.
If we were subject to claims relating to exposure to RF energy, even if such claims were not ultimately found to have merit, our financial condition could be materially and adversely affected. Risks Related to Our Status as a REIT Remaining qualified as a REIT involves highly technical and complex provisions of the Code.
Any such event may have a disproportionate impact on our business compared to our competitors, whose portfolios may be more technologically and architecturally diversified than ours . In addition, while we are exploring and investing in ancillary services and emerging technologies, including our mobile edge computing initiative and private networks, those investments may not prove to be profitable.
Any such event may have a disproportionate impact on our business compared to our competitors, whose portfolios may be more technologically and architecturally diversified than ours.
Throughout 2023, we had interest rate swaps on a portion of our 2018 Term Loan that fixed $1.95 billion in notional value receiving interest at (i) one month LIBOR plus 175 basis points and paying an all-in fixed rate of 1.874% per annum through July 31, 2023 and (ii) one month Term SOFR plus 185 basis points (inclusive of a credit spread adjustment (“CSA”) of 0.10%) and paying an all-in fixed rate of 1.900% per annum from August 1, 2023 through March 31, 2025.
As of December 31, 2024, we had an interest rate swap agreement on a portion of our 2024 Term Loan (as amended on October 2, 2024) which swaps $1.95 billion of notional value accruing interest at one month Term SOFR plus 175 basis points for an all-in fixed rate of 1.800% per annum through March 31, 2025.
Further, these covenants could have an adverse effect on our business by limiting our ability to take advantage of financing, new tower development, merger and acquisitions, or other opportunities. If we fail to comply with these covenants, it could result in an event of default under our debt instruments.
These covenants could place us at a disadvantage compared to some of our competitors which may have fewer restrictive covenants and may not be required to operate under these restrictions. Further, these covenants could have an adverse effect on our business by limiting our ability to take advantage of financing, new tower development, merger and acquisitions, or other opportunities.
Historically, the three largest domestic wireless service providers, T-Mobile, AT&T Wireless, and Verizon Wireless, have grown through acquisitions of other wireless service providers. As a result, the combined companies have rationalized duplicative parts of their networks, or networks have been discontinued.
For example, historically, U.S. wireless service providers have grown through acquisitions. As a result, the combined companies have rationalized duplicative parts of their networks, or networks have been discontinued. During 2020, the consolidation of T-Mobile and Sprint was completed, and we began to experience non-renewal (“churn”) of certain leases as a result of overlapping and adjacent Sprint leases.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

8 edited+4 added−0 removed19 unchanged
Biggest changeIn addition, our Board also may review and assess cybersecurity risks as part of its responsibilities for general risk oversight. Our CIO reports to the Audit Committee at every regularly scheduled meeting (or more frequently, as needed) to discuss cybersecurity risk exposure and risk management strategy.
Biggest changeOur CIO reports to the Audit Committee at every regularly scheduled meeting (or more frequently, as needed) to discuss cybersecurity risk exposure and risk management strategy. Our CIO has over 25 years of experience in the information technology and 22 Table of Contents security industry with global organizations .
We 22 Table of Contents leverage the core functions of the NIST Cybersecurity Framework (Identify, Protect, Detect, Respond, and Recover) to constantly work toward identifying opportunities for further improvement and development of our risk mitigation strategies. We also build upon the principles of the ISO 27001 standard and have achieved ISO 27001:2013 certification for one of our data centers.
We 21 Table of Contents leverage the core functions of the NIST Cybersecurity Framework (Identify, Protect, Detect, Respond, and Recover) to constantly work toward identifying opportunities for further improvement and development of our risk mitigation strategies. We also build upon the principles of the ISO 27001 standard and have achieved ISO 27001:2013 certification for one of our data centers.
Our information security team, led by our CIO and Senior Director, IT Security and Compliance, has over 75 years of collective cybersecurity experience and maintain numerous active industry-recognized cyber certifications, such as Certified Information Security Manager (CISM), Certified Information Systems Security Professional (CISSP), and Certified Information Systems Auditor (CISA).
Our information security team, led by our CIO and Senior Director, IT Security and Compliance, has over 75 years of collective cybersecurity experience and maintains numerous active industry-recognized cyber certifications, such as Certified Information Security Manager (CISM), Certified Information Systems Security Professional (CISSP), and Certified Information Systems Auditor (CISA).
Our information security team undertakes a variety of measures in the daily monitoring and management of cybersecurity risks across our business. For example, the information security team monitors our technology infrastructure with tools 23 Table of Contents designed to detect suspicious behavior and decrypt VPN traffic on our systems globally.
Our information security team undertakes a variety of measures in the daily monitoring and management of cybersecurity risks across our business. For example, the information security team monitors our technology infrastructure with tools designed to detect suspicious behavior and decrypt VPN traffic on our systems globally.
For more information regarding cybersecurity-related risks that could materially affect our business strategies, results of operations, or financial condition, please see Item 1A in this Form 10-K under the headings “ Security breaches and other disruptions could compromise our information, which would cause our business and reputation to suffer .” Governance & Personnel Our Board believes a robust cybersecurity strategy is vital to protect our business, customers, and assets.
For more information regarding cybersecurity-related risks that could materially affect our business strategies, results of operations, or financial condition, please see Item 1A in this Form 10-K under the headings “ Information technology disruptions, including as a result of cybersecurity breaches, could compromise our information, which would cause our business and reputation to suffer .” Governance & Personnel Our Board believes a robust cybersecurity strategy is vital to protect our business, customers, and assets.
Our leadership team participates in advanced, targeted cybersecurity training and exercises to ensure additional security. As part of our cybersecurity risk management strategy, each cyber threat is evaluated for materiality and escalated based upon evaluation of the potential severity and risk impact on our operations. We have not experienced a material cybersecurity breach in the past three years.
All of our table-top exercises are facilitated by a third-party. As part of our cybersecurity risk management strategy, each cyber threat is evaluated for materiality and escalated based upon evaluation of the potential severity and risk impact on our operations. We have not experienced a material cybersecurity breach in the past three years .
We continuously seek to adopt market-leading standards and procedures to protect our tower infrastructure, data, and carrier and consumer information. Key elements of our cybersecurity risk management strategy include: (1) System Monitoring and Testing . We work collaboratively with third-party industry experts and consultants to conduct regular vulnerability assessments and penetration testing from both outside and within our system networks.
We continuously seek to adopt market-leading standards and procedures to protect our tower infrastructure, data, and carrier, vendor, and consumer information. Key elements of our cybersecurity risk management strategy include: (1) System Monitoring and Testing .
Our CIO has over 25 years of experience in the information technology and security industry with global organizations. Our executive leadership team, which includes our CIO, reviews and manages implementation of our cybersecurity strategy and programs through regularly scheduled meetings.
Our executive leadership team, which includes our CIO, reviews and manages implementation of our cybersecurity strategy and programs through regularly scheduled meetings.
Added
We work collaboratively with third-party industry experts and consultants to conduct regular vulnerability assessments and penetration testing from both outside and within our system networks.
Added
Our leadership team participates in advanced, targeted cybersecurity training and exercises to ensure additional security. Our leadership team also participates in table-top exercises and trainings tailored to specific business units. For example, most recently our internal audit and finance teams participated in a successful table-top exercise which simulated cyber-attacks on our payroll and financial systems.
Added
In addition, our Board also may review and assess cybersecurity risks as part of its responsibilities for general risk oversight. Additionally, the Audit Committee has established a subcommittee to evaluate cybersecurity incidents, if any, and determine the Company’s disclosure obligations in light of such incidents.
Added
Our information security team also works with our Executive Vice President, Chief Administrative Officer and General Counsel on our data privacy program, including with respect to the preservation and protection of the integrity and confidentiality of our data and systems.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed7 unchanged
Biggest changeAs of December 31, 2023, approximately 71% of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land that have an interest that extends beyond 20 years. The average remaining life under our ground leases and other property interests, including renewal options under our control, is 36 years.
Biggest changeAs of December 31, 2024, approximately 72% of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land that have an interest that extends beyond 20 years. The average remaining life under our ground leases and other property interests, including renewal options under our control, is 36 years.
As of December 31, 2023, we had an average of 1.9 tenants per tower.
As of December 31, 2024, we had an average of 1.9 tenants per site.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+1 added−0 removed0 unchanged
Biggest changeITEM 3. LEGAL PROCEEDINGS We are involved in various legal proceedings relating to claims arising in the ordinary course of business. We do not believe that the ultimate resolution of these matters will have a material adverse effect on our business, financial condition, results of operations, or liquidity. ITEM 4. MINE SAFETY DISCLOSURE Not Applicable. PART II
Biggest changeITEM 3. LEGAL PROCEEDINGS We are involved in various legal proceedings relating to claims arising in the ordinary course of business. We do not believe that the ultimate resolution of these matters will have a material adverse effect on our business, financial condition, results of operations, or liquidity. ITEM 4.
Added
MINE SAFETY DISCLOSURE Not Applicable. 23 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+0 added−3 removed1 unchanged
Biggest changeDividends As a REIT, we are required to distribute annually at least 90% of our REIT taxable income after the utilization of any available NOLs (determined before the deduction for dividends paid and excluding any net capital gain). As of December 31, 2023, $382.3 million of the federal NOLs are attributes of the REIT.
Biggest changeAs of February 14, 2025, there were 270 record holders of our Class A common stock. Dividends As a REIT, we are required to distribute annually at least 90% of our REIT taxable income after the utilization of any available NOLs (determined before the deduction for dividends paid and excluding any net capital gain).
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.
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. ITEM 6. RES ERVED
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market for our Class A Common Stock Our Class A common stock commenced trading under the symbol “SBAC” on The NASDAQ National Market System on June 16, 1999.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market for our Class A Common Stock Our Class A common stock commenced trading under the symbol “SBAC” on The NASDAQ National Market System on June 16, 1999. We trade on the NASDAQ Global Select Market, a segment of the NASDAQ Global Market.
We may use these NOLs to offset our REIT taxable income, and thus 24 Table of Contents any required distributions to shareholders may be reduced or eliminated until such time as our NOLs have been fully utilized.
As of December 31, 2024, $337.7 million of the federal NOLs are attributes of the REIT. We may use these NOLs to offset our REIT taxable income, and thus any required distributions to shareholders may be reduced or eliminated until such time as our NOLs have been fully utilized or expired.
Removed
We now trade on the NASDAQ Global Select Market, a segment of the NASDAQ Global Market, formally known as the NASDAQ National Market System. As of February 15, 2024, there were 283 record holders of our Class A common stock.
Removed
Issuer Purchases of Equity Securities The following table presents information related to our repurchases of Class A common stock during the fourth quarter of 2023: Total Total Number of Shares Approximate Dollar Value Number Average Purchased as Part of of Shares that May Yet Be of Shares Price Paid Publicly Announced Purchased Under the Period Purchased Per Share Plans or Programs (1) Plans or Programs 10/1/2023 - 10/31/2023 63,690 $ 198.84 63,690 $ 404,726,973 11/1/2023 - 11/30/2023 — $ — — $ 404,726,973 12/1/2023 - 12/31/2023 — $ — — $ 404,726,973 Total 63,690 $ 198.84 63,690 $ 404,726,973 (1) On October 28, 2021, our Board of Directors authorized a stock repurchase plan authorizing us to repurchase, from time to time, up to $1.0 billion of our outstanding Class A common stock (the “Repurchase Plan”).
Removed
As of December 31, 2023, the Company had $404.7 million of authorization remaining under the Repurchase Plan. The Repurchase Plan has no expiration and will continue until otherwise modified or terminated by our Board of Directors at any time in its sole discretion. ITEM 6. RES ERVED

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

112 edited+30 added−28 removed68 unchanged
Biggest changeThese changes were primarily as a result of an increase in personnel, and other support related costs and the $3.1 million Oi reserve recorded in 2023, partially offset by a decrease in non-cash compensation expense. ‎ 30 Table of Contents Acquisition and New Business Initiatives Related Adjustments and Expenses: For the year ended Constant December 31, Foreign Constant Currency 2023 2022 Currency Impact Currency Change % Change (in thousands) Domestic site leasing $ 10,725 $ 13,280 $ — $ (2,555) (19.2%) International site leasing 10,946 13,527 (141) (2,440) (18.0%) Total $ 21,671 $ 26,807 $ (141) $ (4,995) (18.6%) Acquisition and new business initiatives related adjustments and expenses decreased $5.1 million for the year ended December 31, 2023, as compared to the prior year.
Biggest changeOn a constant currency basis, selling, general, and administrative expenses decreased $6.2 million. These changes were driven primarily by a decrease in non-cash compensation expense as well as the $3.1 million Oi reserve recorded in 2023, partially offset by an increase in personnel, and other support related costs.
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.
Specifically, most of our ground leases and other property interests, tenant leases, and tower-related expenses are paid in U.S. dollars. In most of our Central American markets, our local currency obligations are principally limited to (1) permitting and other local fees, (2) utilities, and (3) taxes.
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 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 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 15 of our Consolidated Financial Statements included in this annual report.
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 15 of our Consolidated Financial Statements in this annual report.
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 typically either (1) contain specific annual rent escalators or (2) escalate annually in accordance with an inflationary index.
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.
Pursuant to the Second Amended and Restated Guarantee and Collateral Agreement, amounts borrowed under the Revolving Credit Facility, the Term Loans and certain hedging transactions that may be entered into by SBA Senior Finance II or the Subsidiary Guarantors (as defined in the Senior Credit Agreement) with lenders or their affiliates are secured by a first lien on the membership interests of SBA Telecommunications, LLC, SBA Senior Finance, LLC and SBA Senior Finance II and on substantially all of the assets (other than leasehold, easement and fee interests in real property) of SBA Senior Finance II and the Subsidiary Guarantors.
Pursuant to the Second Amended and Restated Guarantee and Collateral Agreement, amounts borrowed under the Revolving Credit Facility, the Term Loans and certain hedging transactions that may be entered into by SBA Senior Finance II or the Subsidiary Guarantors (as defined in the Senior Credit Agreement) with lenders or their affiliates are secured by a first lien on the 36 Table of Contents membership interests of SBA Telecommunications, LLC, SBA Senior Finance, LLC and SBA Senior Finance II and on substantially all of the assets (other than leasehold, easement and fee interests in real property) of SBA Senior Finance II and the Subsidiary Guarantors.
Senior Notes The table below sets forth the material terms of our outstanding senior notes as of December 31, 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.
Senior Notes The table below sets forth the material terms of our outstanding senior notes as of December 31, 2024: 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, 2024 2021 Senior Notes Jan. 29, 2021 $1,500.0 3.125% Feb. 1, 2029 Feb. 1 & Aug. 1 Feb. 1, 2024 40 Table of Contents 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.
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.
Principal and interest payments made on the 2019-1R Tower Securities, 2020-2R Tower Securities, 2021-1R Tower Securities, 2021-3R Tower Securities, 2022-1R Tower Securities, and 2024-1R Tower Securities eliminate in consolidation.
Debt Instruments and Debt Service Requirements Terms of the Senior Credit Agreement The Senior Credit Agreement requires SBA Senior Finance II to maintain specific financial ratios, including (1) a ratio of Consolidated Net Debt to Annualized Borrower EBITDA not to exceed 6.5 times for any fiscal quarter, (2) a ratio of Consolidated Net Debt (calculated in accordance with the Senior Credit Agreement) to Annualized Borrower EBITDA for the most recently ended fiscal quarter not to exceed 6.5 times for 30 consecutive days, and (3) a ratio of Annualized Borrower EBITDA to Annualized Cash Interest Expense (calculated in accordance with the Senior Credit Agreement) of not less than 2.0 times for any fiscal quarter.
Terms of the Senior Credit Agreement The Senior Credit Agreement requires SBA Senior Finance II to maintain specific financial ratios, including (1) a ratio of Consolidated Net Debt to Annualized Borrower EBITDA not to exceed 6.5 times for any fiscal quarter, (2) a ratio of Consolidated Net Debt (calculated in accordance with the Senior Credit Agreement) to Annualized Borrower EBITDA for the most recently ended fiscal quarter not to exceed 6.5 times for 30 consecutive days, and (3) a ratio of Annualized Borrower EBITDA to Annualized Cash Interest Expense (calculated in accordance with the Senior Credit Agreement) of not less than 2.0 times for any fiscal quarter.
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.
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 Africa.
Debt Service As of December 31, 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.
Debt Service As of December 31, 2024, 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.
Furthermore, because our towers are strategically 26 Table of Contents 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.
Furthermore, because our towers 25 Table of Contents 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.
The increase was primarily due to an increase in cash inflows associated with working capital changes related to the timing of customer payments and increases in site leasing segment operating profit 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.
The decrease was primarily due to an increase in cash outflows associated with working capital changes related to the timing of customer payments and increases in cash selling, general, and administrative expenses and cash asset impairment and decommission costs as well as a decrease in site development segment operating profit, partially offset by increases in site leasing segment operating profit and interest income.
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 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.
As of December 31, 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 year ended December 31, 2023.
As of December 31, 2024, 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 year ended December 31, 2024.
Debt Covenants As of December 31, 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.
Debt Covenants As of December 31, 2024, 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.
To determine the lease term, we consider all renewal periods that are reasonably certain to be exercised, taking into consideration all economic factors, including the communications site’s estimated economic life and the respective lease terms of our tenants under the existing lease arrangements on such site.
To determine the lease term, we consider all renewal periods that are reasonably certain to be exercised, taking into consideration all economic factors, including the communications site’s estimated economic life and the respective lease terms of our tenants under 27 Table of Contents the existing lease arrangements on such site.
On November 3, 2023, we, through our wholly owned subsidiary, SBA Senior Finance II, entered into a forward-starting interest rate swap agreement which will swap $1.0 billion of notional value accruing interest at one month Term SOFR plus 200 basis points for an all-in fixed rate of 5.830% per annum.
On November 3, 2023, we, through our wholly owned subsidiary, SBA Senior Finance II, entered into a forward-starting interest rate swap agreement which will swap $1.0 billion of notional value accruing interest at one month Term SOFR plus 175 basis points for an all-in fixed rate of 5.580% per annum.
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. 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 the Company performs against those targets.
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. 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.
(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.
(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, 2023.
As of December 31, 2023, 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 of December 31, 2024, approximately 72% of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a leasehold interest that extends beyond 20 years. For any given tower, costs are relatively fixed over a monthly or an annual time period.
The Borrowers may prepay any of the mortgage loan components, in whole or in part, with no prepayment consideration, (1) within twelve months (in the case of the component corresponding to the 2019-1C Tower Securities, 2020-1C Tower Securities, 2021-1C Tower Securities, 2021-2C Tower Securities, and 2022-1C Tower Securities ) or eighteen months (in the case of the components corresponding to the 2014-2C Tower Securities, 2020-2C Tower Securities, and 2021-3C Tower Securities) of the anticipated repayment date of such mortgage loan component, (2) with proceeds received as a result of any condemnation or casualty of any tower owned by the Borrowers or (3) during an amortization period.
The Borrowers may prepay any of the mortgage loan components, in whole or in part, with no prepayment consideration, (1) within six months (in the case of the component corresponding to the 2024-2C Tower Securities), twelve months (in the case of the component corresponding to the 2019-1C Tower Securities, 2020-1C Tower Securities, 2021-1C Tower Securities, 2021-2C Tower Securities, and 2022-1C Tower Securities ), eighteen months (in the case of the components corresponding to the 2020-2C Tower Securities and 2021-3C Tower Securities), or twenty-four months (in the case of the component corresponding to the 2024-1C Tower Securities) of the anticipated repayment date of such mortgage loan component, (2) with proceeds received as a result of any condemnation or casualty of any tower owned by the Borrowers or (3) during an amortization period.
In addition, persistent high rates of inflation could adversely affect our future 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.
In addition, persistent high rates of inflation could adversely affect our future operating results particularly in light of the fact that our site leasing revenues are governed by long-term contracts with pre- 41 Table of Contents determined pricing that we will not be able to increase in response to increases in inflation other than our contracts in South America and Africa which have inflationary index-based rent escalators.
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 leasing revenue in Brazil represented 15.0% of total site leasing revenue for the period. No other individual international market represented more than 5% of our total site leasing revenue.
Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined to be probable. The site development segment represents approximately 7% of our total revenues for the year ended December 31, 2023. We account for site development revenue in accordance with ASC 606, Revenue from Contracts with Customers.
Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined to be probable. The site development segment represents approximately 6% of our total revenues for the year ended December 31, 2024. We account for site development revenue in accordance with ASC 606, Revenue from Contracts with Customers.
Receivables recorded related to the straight-lining of site leases are reflected in other assets on the Consolidated Balance Sheets. Rental amounts received in advance are recorded as deferred revenue on the Consolidated Balance Sheets. Revenue from site leasing represents 93% of our total revenue for the year ended December 31, 2023.
Receivables recorded related to the straight-lining of site leases are reflected in other assets on the Consolidated Balance Sheets. Rental amounts received in advance are recorded as deferred revenue on the Consolidated Balance Sheets. Revenue from site leasing represents 94% of our total revenue for the year ended December 31, 2024.
(2) As of the date of this filing, we had $404.7 million remaining under the current authorized share repurchase plan.
(2) As of the date of this filing, we had $204.7 million remaining under the current authorized share repurchase plan.
For the year ended Segment operating profit as a percentage of December 31, total operating profit 2023 2022 2021 Domestic site leasing 75.2% 77.0% 80.7% International site leasing 22.2% 19.2% 16.7% Total site leasing 97.4% 96.2% 97.4% 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 a lease that is non-renewed, cancelled, or discounted prior to the end of its term) other than in connection with customer consolidation or cessations of specific technology.
For the year ended Segment operating profit as a percentage of December 31, total operating profit 2024 2023 2022 Domestic site leasing 75.9% 75.2% 77.0% International site leasing 22.5% 22.2% 19.2% Total site leasing 98.4% 97.4% 96.2% 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 a lease that is non-renewed, cancelled, or discounted prior to the end of its term) other than in connection with customer consolidation or cessations of specific technology.
On January 25, 2024, we, through our wholly owned subsidiary SBA Senior Finance II, amended and restated our Senior Credit Agreement to (1) issue a new $2.3 billion Term Loan, (2) increase the total commitments under the Revolving Credit Facility from $1.5 billion to $1.75 billion, (3) extend the maturity date of the Revolving Credit Facility to January 25, 2029, and (4) amend certain other terms and conditions under the Senior Credit Agreement.
Debt Instruments and Debt Service Requirements The Senior Credit Agreement On January 25, 2024, we, through our wholly owned subsidiary SBA Senior Finance II, amended and restated our Senior Credit Agreement to (1) issue a new $2.3 billion Term Loan and retire the 2018 Term Loan, (2) increase the total commitments under the Revolving Credit Facility from $1.5 billion to $1.75 billion, (3) extend the maturity date of the Revolving Credit Facility to January 25, 2029, and (4) amend certain other terms and conditions under the Senior Credit Agreement.
As of December 31, 2023, we owned 39,618 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.
As of December 31, 2024, we owned 39,749 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.
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 37 Table of Contents Net Debt to Annualized Borrower EBITDA, calculated in accordance with the Senior Credit Agreement.
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 Rate plus a margin that ranges from 112.5 basis points to 150.0 basis points or (2) the Base Rate plus a margin that ranges from 12.5 basis points to 50.0 basis points, in each case based on the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated in accordance with the Senior Credit Agreement.
On June 21, 2023, we, through our wholly owned subsidiary, SBA Senior Finance II, amended our interest rate swap agreement which swapped $1.95 billion of notional value accruing interest at one month Term SOFR plus 185 basis points (inclusive of a CSA of 0.10%) for an all-in fixed rate of 1.900% from August 1, 2023 through January 25, 2024 (the repayment date of the 2018 Term Loan and issuance date of the 2024 Term Loan).
On June 21, 2023, we, through our wholly owned subsidiary, SBA Senior Finance II, amended our existing interest rate swap agreement which swapped $1.95 billion of notional value accruing interest at one month Term SOFR plus 185 basis points for an all-in fixed rate of 1.900% per annum from August 1, 2023 through January 25, 2024 (the repayment date of the 2018 Term Loan and issuance date of the 2024 Term Loan).
Increasing interest rates has impacted, and is expected to continue to impact, the ability and willingness of wireless service providers to incur capital expenditures at prior levels to expand their networks, which could adversely affect our future revenue growth rates. In addition, increased interest rates may adversely affect our costs to refinance our indebtedness at maturity.
Higher interest rates have impacted, and are expected to continue to impact, the ability and willingness of wireless service providers to incur capital expenditures at prior levels to expand their networks, which could adversely affect our future revenue growth rates. In addition, increased interest rates may adversely affect our costs to refinance our indebtedness at maturity.
Management also 33 Table of Contents believes Adjusted EBITDA is frequently used by investors or other interested parties in the evaluation of REITs.
Management also believes Adjusted EBITDA is frequently used by investors or other interested parties in the evaluation of REITs.
For a detailed discussion on the application of these and other accounting policies, see Note 2 of our Consolidated Financial Statements for the year ended December 31, 2023, included herein.
For a detailed discussion on the application of these and other accounting policies, see Note 2 of our Consolidated Financial Statements for the year ended December 31, 2024.
The key terms of the Revolving Credit Facility are as follows: Unused Interest Rate Commitment as of Fee as of December 31, 2023 (1) December 31, 2023 (2) Revolving Credit Facility 6.435% 0.140% (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.
The key terms of the Revolving Credit Facility are as follows: Unused Interest Rate Commitment as of Fee as of December 31, 2024 (1) December 31, 2024 (2) Revolving Credit Facility 5.407% 0.140% (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, 2023.
Year Ended 2022 Compared to Year Ended 2021 For a discussion of our 2022 Results of Operations, including a discussion of our financial results for the fiscal year ended December 31, 2022 compared to the fiscal year ended December 31, 2021, refer to Part I, Item 7 of our annual report on Form 10-K filed with the SEC on March 1, 2023.
Year Ended 2023 Compared to Year Ended 2022 For a discussion of our 2023 Results of Operations, including a discussion of our financial results for the fiscal year ended December 31, 2023 compared to the fiscal year ended December 31, 2022, refer to Part I, Item 7 of our annual report on Form 10-K filed with the SEC on February 28, 2024.
For a discussion of our Liquidity and Capital Resources for the fiscal year ended December 31, 2022 compared to the fiscal year ended December 31, 2021, refer to Part I, Item 7 of our annual report on Form 10-K filed with the SEC on March 1, 2023.
For a discussion of our Liquidity and Capital Resources for the fiscal year ended December 31, 2023 compared to the fiscal year ended December 31, 2022, refer to Part I, Item 7 of our annual report on Form 10-K filed with the SEC on February 28, 2024.
The mortgage loan will be paid from the operating cash flows from the aggregate 9,892 tower sites owned by the Borrowers as of December 31, 2023.
The mortgage loan will be paid from the operating cash flows from the aggregate 9,516 tower sites owned by the Borrowers as of December 31, 2024.
Accounts receivable The accounts receivable balance for the years ended December 31, 2023 and 2022 was $182.7 million and $184.4 million, respectively, of which $32.3 million and $59.6 million related to the site development segment, respectively. We perform periodic credit evaluations of our customers.
Accounts receivable The accounts receivable balance for the years ended December 31, 2024 and 2023 was $145.7 million and $182.7 million, respectively, of which $26.4 million and $32.3 million related to the site development segment, respectively. We perform periodic credit evaluations of our customers.
We currently depreciate our towers on a straight-line basis over the shorter of the term of the underlying ground lease (including renewal options) taking into account residual value or the estimated useful life of the tower, which we have historically estimated to be 15 years.
We previously depreciated our towers on a straight-line basis over the shorter of the (i) term of the underlying ground lease (including renewal options) taking into account residual value or (ii) estimated useful life of a tower, which we had historically estimated to be 15 years.
Revolving Credit Facility under the Senior Credit Agreement The Revolving Credit Facility consists of a revolving loan under which up to $1.5 billion ($2.0 billion as amended February 23, 2024) 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 through the maturity date of July 7, 2026 (January 25, 2029 as amended).
Revolving Credit Facility under the Senior Credit Agreement The Revolving Credit Facility consists of a revolving loan under which up to $2.0 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 through the maturity date of January 25, 2029.
Subsequent to December 31, 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 February 26, 2024 March 14, 2024 $0.98 March 28, 2024 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.
Dividends paid in 2024 and 2023 were ordinary taxable dividends. ‎ 35 Table of Contents Subsequent to December 31, 2024, 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 February 23, 2025 March 13, 2025 $1.11 March 27, 2025 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 2024 Term Loan accrues interest, at SBA Senior Finance II’s election, at either the Base Rate plus 100 basis points (with a zero Base Rate floor) or at Term SOFR plus 200 basis points (with a floor of 0%). The 2024 Term Loan was issued at 99.75% of par value.
The 2024 Term Loan (as amended on October 2, 2024) accrues interest, at SBA Senior Finance II’s election, at either the Base Rate (with a zero Base Rate floor) plus 75 basis points or at Term SOFR (with a floor of 0%) plus 175 basis points. The 2024 Term Loan was issued at 99.75% of par value.
Refer to Note 15 in our Consolidated Financial Statements included in this annual report for further detail of the site development segment. 28 Table of Contents Lease Accounting ASU No. 2016-02, Leases (“Topic 842”) requires all lessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments.
Refer to Note 15 in our Consolidated Financial Statements included in this annual report for further detail of the site development segment. Lease Accounting ASC 842, Leases, requires all lessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments.
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.
While the addition of cash dividends and debt repayments have provided us with additional tools 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.
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.
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.
International site leasing segment operating profit increased $88.8 million for the year ended December 31, 2023, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $86.7 million.
International site leasing segment operating profit increased $5.2 million for the year ended December 31, 2024, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $31.8 million.
For 2024, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of $51.0 million to $61.0 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 $320.0 million to $340.0 million.
For 2025, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of $53.0 million to $63.0 million and discretionary cash capital expenditures, based on current or potential acquisition obligations, planned new tower construction, forecasted tower augmentations, and forecasted ground lease purchases, of $1,255.0 million to $1,275.0 million.
The swap will remain in effect under the 2024 Term Loan and will swap $1.95 billion of notional value accruing interest at one month Term SOFR plus 200 basis points for an all-in fixed rate of 2.050% per annum through March 31, 2025.
The swap remains in effect under the 2024 Term Loan (as amended on October 2, 2024) and swaps $1.95 billion of notional value accruing interest at one month Term SOFR plus 175 basis points for an all-in fixed rate of 1.800% per annum through March 31, 2025.
The table below sets forth the material terms of our outstanding Tower Securities as of December 31, 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.
Among other things, the Borrowers are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets. ‎ 39 Table of Contents The table below sets forth the material terms of our outstanding Tower Securities as of December 31, 2024: Security Issue Date Amount Outstanding ‎ (in millions) Interest ‎ Rate (1) Anticipated Repayment Date Final Maturity Date 2019-1C Tower Securities (2) 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 2024-1C Tower Securities Oct. 11, 2024 $1,450.0 4.831% Oct. 9, 2029 Oct. 8, 2054 2024-2C Tower Securities (3) Oct. 11, 2024 $620.0 4.654% Oct. 8, 2027 Oct. 8, 2054 (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 December 31, 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. 40 Table of Contents 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.
Risk Retention Tower Securities The table below sets forth the material terms of our outstanding Risk Retention Tower Securities as of December 31, 2024: Security Issue Date Amount Outstanding ‎ (in millions) Interest ‎ Rate (1) Anticipated Repayment Date Final Maturity Date 2019-1R Tower Securities (2) 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 2024-1R Tower Securities Oct. 11, 2024 $108.7 6.252% Oct. 9, 2029 Oct. 8, 2054 (1) Interest paid monthly.
Other operating expense increased $7.2 million for the year ended December 31, 2023, as compared to the prior year, primarily due to increases in selling, general, and administrative expenses and asset impairment and decommission costs.
Other operating expense decreased $11.1 million for the year ended December 31, 2024, as compared to the prior year, primarily due to decreases in selling, general, and administrative expenses and asset impairment and decommission costs.
The proceeds from the 2024 Term Loan were used to retire our 2018 Term Loan and to pay related fees and expenses. On February 23, 2024, we, through our wholly owned subsidiary, SBA Senior Finance II LLC, further increased the total commitments under the Revolving Credit Facility from $1.75 billion to $2.0 billion.
On February 23, 2024, we, through our wholly owned subsidiary, SBA Senior Finance II LLC, further increased the total commitments under the Revolving Credit Facility from $1.75 billion to $2.0 billion.
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.
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. 32 Table of Contents We believe that Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial performance.
International site leasing operating income increased $29.7 million for the year ended December 31, 2023, as compared to the prior year. On a constant currency basis, international site leasing operating income increased $29.0 million.
International site leasing operating income increased $113.5 million for the year ended December 31, 2024, as compared to the prior year. On a constant currency basis, international site leasing operating income increased $126.9 million.
International site leasing revenues increased $111.4 million for the year ended December 31, 2023, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $109.4 million.
International site leasing revenues decreased $5.0 million for the year ended December 31, 2024, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $32.5 million.
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.
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.
During the year ended December 31, 2023, we did not issue any shares of Class A common stock under this registration statement.
During the year ended December 31, 2024, we did not issue any shares of Class A common stock under this registration statement. As of December 31, 2024, we had approximately 1.2 million shares of Class A common stock remaining under this registration statement.
The prepayment consideration is determined based on the class of the Tower Securities to which the prepaid mortgage loan component corresponds and consists of an amount equal to the net present value associated with the portion of the principal balance being prepaid and calculated in accordance with the formula set forth in the mortgage loan agreement. 39 Table of Contents To the extent that the mortgage loan components corresponding to the Tower Securities are not fully repaid by their respective anticipated repayment dates, the interest rate of each such component will increase by the greater of (1) 5% and (2) the amount, if any, by which the sum of (x) the 10 year U.S. treasury rate plus (y) the credit-based spread for such component (as set forth in the mortgage loan agreement) plus (z) 5%, exceeds the original interest rate for such component.
To the extent that the mortgage loan components corresponding to the Tower Securities are not fully repaid by their respective anticipated repayment dates, the interest rate of each such component will increase by the greater of (1) 5% and (2) the amount, if any, by which the sum of (x) the 10 year U.S. treasury rate plus (y) the credit-based spread for such component (as set forth in the mortgage loan agreement) plus (z) 5%, exceeds the original interest rate for such component.
As of December 31, 2023, we had approximately 1.2 million shares of Class A common stock remaining under this registration statement. 36 Table of Contents 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.
On February 29, 2024, we filed 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.
The following table illustrates our estimate of our debt service requirement for the twelve months ended December 31, 2024 based on the amounts outstanding as of December 31, 2023 and the interest rates accruing on those amounts on such date (in thousands): Revolving Credit Facility (1) $ 13,431 2018 Term Loan (2)(3) 83,978 2014-2C Tower Securities 639,078 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 (4) $ 1,019,399 41 Table of Contents (1) As of December 31, 2023, $180.0 million was outstanding under the Revolving Credit Facility.
The following table illustrates our estimate of our debt service requirement over the next twelve months ended December 31, 2025 based on the amounts outstanding as of December 31, 2024 and the interest rates accruing on those amounts on such date (in thousands): Revolving Credit Facility (1) $ 2,800 2024 Term Loan (2) 127,290 2019-1C Tower Securities (3) 1,166,297 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 2024-1C Tower Securities 70,510 2024-2C Tower Securities 29,052 2020 Senior Notes 58,125 2021 Senior Notes 46,875 Total debt service for the next 12 months $ 1,645,452 (1) As of December 31, 2024, no amount was outstanding under the Revolving Credit Facility.
Our tenant leases are either (1) individual tenant site leases by tower site or (2) governed by master lease agreements which provide for the material terms and conditions that will apply to multiple sites; although, in most cases, each individual site under a master lease agreement is also governed by its own site leasing agreement which sets forth pricing and other site specific terms.
Wireless service providers enter into either (1) standalone individual tenant site leases with us, each of which relates to the lease or use of space at an individual site, or (2) master 24 Table of Contents lease agreements (“MLA”) with us, which provide for the material terms and conditions that will apply to multiple sites; although, in most cases, each individual site under a MLA is also governed by its own site leasing agreement which sets forth pricing and other site specific terms.
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, asset impairment and decommission costs, and selling, general, and administrative expenses.
These changes were primarily due to a decrease in depreciation, accretion, and amortization expense and higher segment operating profit, partially offset by an increase in asset impairment and decommission costs.
In addition, as of December 31, 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. 25 Table of Contents We derive site leasing revenues from all the major carriers in each of the 15 countries in which we operate.
In addition, as of December 31, 2024, 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 primarily from wireless service provider tenants.
Site development operating income decreased $19.2 million for the year ended December 31, 2023, as compared to the prior year, primarily due to lower segment operating profit driven by lower activity from T-Mobile and DISH Wireless and an increase in depreciation, accretion, and amortization expense, partially offset by a decrease in selling, general, and administrative expenses.
Site development operating income decreased $12.7 million for the year ended December 31, 2024, as compared to the prior year, primarily due to lower segment operating profit driven by less carrier activity, partially offset by a decrease in selling, general, and administrative expenses.
On a constant currency basis, provision for income taxes decreased $35.5 million. These changes were primarily due to a decrease in deferred domestic taxes, partially offset by an increase in foreign current and deferred taxes.
On a constant currency basis, provision for income taxes increased $85.3 million. These changes were primarily due to an increase in deferred taxes primarily due to the release of the valuation allowance on the domestic TRS in the prior year, partially offset by a decrease in current taxes.
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.
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. During the year ended December 31, 2024, we did not issue any securities under our automatic shelf registration statement.
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.
As of December 31, 2024, the 2024 Term Loan had a principal balance of $2.3 billion. 2018 Term Loan The 2018 Term Loan consisted of a senior secured term loan with an initial aggregate principal amount of $2.4 billion that was set to mature on April 11, 2025.
We expect to conclude our analysis in the first quarter of 2024. Revenue Recognition and Accounts Receivable Site leasing revenues Revenue from site leasing is recognized on a straight-line basis over the current term of the related lease agreements, which are generally five years to fifteen years.
There have been no other material changes to our significant accounting policies during the year ended December 31, 2024. Revenue Recognition and Accounts Receivable Site leasing revenues Revenue from site leasing is recognized on a straight-line basis over the current term of the related lease agreements, which are generally five years to fifteen years.
These changes were primarily due to (1) revenues from 3,301 towers acquired (including 2,632 sites from GTS in Brazil) and 779 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.
These changes were primarily due to (1) lease early termination fees, (2) organic site leasing growth from new leases, amendments, and contractual escalators, and (3) revenues from 147 towers acquired and 783 towers built since January 1, 2023, partially offset by lease non-renewals and a decrease in reimbursable pass-through expenses.
(2) Provision for income taxes includes $0.8 million and $2.1 million of franchise taxes for the year ended 2023 and 2022, respectively, reflected in selling, general, and administrative expenses on the Consolidated Statement of Operations. Adjusted EBITDA increased $124.9 million for the year ended December 31, 2023, as compared to the prior year.
(2) Provision for income taxes includes a $0.7 million benefit from franchise and gross receipts taxes for the year ended December 31, 2024 and $0.8 million of franchise taxes for the year ended December 31, 2023 reflected in selling, general, and administrative expenses on the Consolidated Statement of Operations.
(2) Total debt service on the 2018 Term Loan includes the impact of the interest rate swaps amended on June 21, 2023, which swapped $1.95 billion of notional value accruing interest at Term SOFR plus 185 basis points (inclusive of a CSA of 0.10%) for an all-in fixed rate of 1.900% per annum from August 1, 2023 through March 31, 2025.
(2) Total debt service on the 2024 Term Loan includes the impact of the interest rate swap which swaps $1.95 billion of notional value accruing interest at Term SOFR plus 175 basis points for an all-in fixed rate of 1.800% per annum through March 31, 2025 and the forward-starting interest rate swaps, which will swap $2.0 billion of notional value accruing interest at Term SOFR plus 175 basis points for a blended all-in fixed rate of 5.165% per annum beginning March 31, 2025 through April 11, 2028.
A summary of our cash flows is as follows: For the year ended December 31, 2023 2022 (in thousands) Cash provided by operating activities $ 1,544,393 $ 1,285,700 Cash used in investing activities (468,246) (1,393,654) Cash used in financing activities (1,017,218) (135,474) Change in cash, cash equivalents, and restricted cash 58,929 (243,428) Effect of exchange rate changes on cash, cash equiv., and restricted cash 2,734 (2,915) Cash, cash equivalents, and restricted cash, beginning of year 189,283 435,626 Cash, cash equivalents, and restricted cash, end of year $ 250,946 $ 189,283 34 Table of Contents Operating Activities Cash provided by operating activities was $1.5 billion for the year ended December 31, 2023 as compared to $1.3 billion for the year ended December 31, 2022.
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. ‎ 33 Table of Contents A summary of our cash flows is as follows: For the year ended December 31, 2024 2023 (in thousands) Cash provided by operating activities $ 1,334,866 $ 1,544,393 Cash used in investing activities (809,310) (468,246) Cash provided by (used in) financing activities 645,742 (1,017,218) Change in cash, cash equivalents, and restricted cash 1,171,298 58,929 Effect of exchange rate changes on cash, cash equiv., and restricted cash (21,587) 2,734 Cash, cash equivalents, and restricted cash, beginning of year 250,946 189,283 Cash, cash equivalents, and restricted cash, end of year $ 1,400,657 $ 250,946 Operating Activities Cash provided by operating activities was $1.3 billion for the year ended December 31, 2024 as compared to $1.5 billion for the year ended December 31, 2023.
Provision for Income Taxes: For the year ended Constant December 31, Foreign Constant Currency 2023 2022 Currency Impact Currency Change % Change (in thousands) Provision for income taxes $ (51,088) $ (66,044) $ (20,520) $ 35,476 (59.4%) Provision for income taxes decreased $15.0 million for the year ended December 31, 2023, as compared to the prior year.
Provision for Income Taxes: For the year ended Constant December 31, Foreign Constant Currency 2024 2023 Currency Impact Currency Change % Change (in thousands) Provision for income taxes $ (23,989) $ (51,088) $ 112,443 $ (85,344) 363.4% Provision for income taxes decreased $27.1 million for the year ended December 31, 2024, as compared to the prior year.
GAAP purposes, whether we should modify our current estimates for asset lives based on our historical operating experience. We have retained an independent consultant to assist in completing this review and analysis.
GAAP purposes, we should modify our current estimates for asset lives based on our historical operating experience and the findings obtained by our independent consultant.
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.
The 2018 Term Loan accrued 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). On January 25, 2024, we, through our wholly owned subsidiary, SBA Senior Finance II, retired the 2018 Term Loan.
We incurred financing fees of approximately $19.5 million in relation to this transaction, which are being amortized through the maturity date.
We incurred financing fees of approximately $19.4 million in relation to this transaction, which are being amortized through the maturity date. During the year ended December 31, 2024, we repaid an aggregate of $17.3 million of principal on the 2024 Term Loan.
Dividend For the year ended December 31, 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 July 30, 2023 August 24, 2023 $0.85 $92.1 million September 20, 2023 November 1, 2023 November 16, 2023 $0.85 $91.8 million December 14, 2023 Dividends paid in 2023 and 2022 were ordinary taxable dividends.
Dividends For the year ended December 31, 2024, 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 26, 2024 March 14, 2024 $0.98 $108.1 million (1) March 28, 2024 April 29, 2024 May 23, 2024 $0.98 $105.3 million June 18, 2024 July 28, 2024 August 22, 2024 $0.98 $105.3 million September 18, 2024 October 27, 2024 November 14, 2024 $0.98 $105.4 million December 12, 2024 (1) Amount reflected includes the payment of $1.9 million in dividend equivalents.
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 $46.6 million for the year ended December 31, 2023, as compared to the prior year.
On a constant currency basis, interest income increased $24.2 million. These changes were primarily due to a higher amount of interest-bearing deposits held and a higher effective interest rate on those deposits as compared to the prior year, as well as interest received on a loan to an unconsolidated joint venture.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe following table presents the future principal payment obligations, fair values, and interest payments associated with our long-term debt instruments assuming our actual level of long-term indebtedness as of December 31, 2023: 2024 2025 2026 2027 2028 Thereafter Total Fair Value (in thousands) Revolving Credit Facility (1) $ — $ — $ 180,000 $ — $ — $ — $ 180,000 $ 180,000 2018 Term Loan (1) 24,000 2,244,000 — — — — 2,268,000 2,273,670 2014-2C Tower Securities (2) 620,000 — — — — — 620,000 606,540 2019-1C Tower Securities (2) — 1,165,000 — — — — 1,165,000 1,115,313 2020-1C Tower Securities (2) — — 750,000 — — — 750,000 682,350 2020-2C Tower Securities (2) — — — — 600,000 — 600,000 520,530 2021-1C Tower Securities (2) — — 1,165,000 — — — 1,165,000 1,015,437 2021-2C Tower Securities (2) — — — 895,000 — — 895,000 772,125 2021-3C Tower Securities (2) — — — — — 895,000 895,000 686,581 2022-1C Tower Securities (2) — — — — 850,000 — 850,000 850,221 2020 Senior Notes — — — 1,500,000 — — 1,500,000 1,438,815 2021 Senior Notes — — — — — 1,500,000 1,500,000 1,338,750 Total debt obligation $ 644,000 $ 3,409,000 $ 2,095,000 $ 2,395,000 $ 1,450,000 $ 2,395,000 $ 12,388,000 $ 11,480,332 Interest payments (3) $ 375,399 $ 280,875 $ 240,136 $ 152,759 $ 72,599 $ 69,105 $ 1,190,873 (1) On January 25, 2024, we repaid our 2018 Term Loan and issued a new $2.3 billion Term Loan with a maturity date of January 25, 2031 and extended the maturity date of the Revolving Credit Facility to January 25, 2029.
Biggest changeThe following table presents the future principal payment obligations, fair values, and interest payments associated with our long-term debt instruments assuming our actual level of long-term indebtedness as of December 31, 2024: 2025 2026 2027 2028 2029 Thereafter Total Fair Value (in thousands) 2024 Term Loan $ 23,000 $ 23,000 $ 23,000 $ 23,000 $ 23,000 $ 2,167,750 $ 2,282,750 $ 2,282,750 2019-1C Tower Securities (1) 1,165,000 — — — — — 1,165,000 1,128,803 2020-1C Tower Securities (1) — 750,000 — — — — 750,000 726,038 2020-2C Tower Securities (1) — — — 600,000 — — 600,000 516,342 2021-1C Tower Securities (1) — 1,165,000 — — — — 1,165,000 1,008,331 2021-2C Tower Securities (1) — — 895,000 — — — 895,000 763,757 2021-3C Tower Securities (1) — — — — — 895,000 895,000 679,144 2022-1C Tower Securities (1) — — — 850,000 — — 850,000 878,475 2024-1C Tower Securities (1) — — — — 1,450,000 — 1,450,000 1,453,292 2024-2C Tower Securities (1) — — 620,000 — — — 620,000 618,698 2020 Senior Notes — — 1,500,000 — — — 1,500,000 1,440,270 2021 Senior Notes — — — — 1,500,000 — 1,500,000 1,353,750 Total debt obligation $ 1,188,000 $ 1,938,000 $ 3,038,000 $ 1,473,000 $ 2,973,000 $ 3,062,750 $ 13,672,750 $ 12,849,650 Interest payments (2) $ 457,452 $ 469,360 $ 384,500 $ 279,785 $ 218,528 $ 345,873 $ 2,155,498 (1) For information on the anticipated repayment date and final maturity date for each tower security, refer to Debt Instruments and Debt Service Requirements above.
Our current primary market risk exposure is (1) interest rate risk relating to our ability to refinance our debt at commercially reasonable rates, if at all, and (2) interest rate risk relating to the impact of interest rate movements on the variable portion of our 2018 Term Loan, 2024 Term Loan, and any borrowings that we may incur under our Revolving Credit Facility, which are at floating rates.
Our current primary market risk exposure is (1) interest rate risk relating to our ability to refinance our debt at commercially reasonable rates, if at all, and (2) interest rate risk relating to the impact of interest rate movements on the variable portion of our 2024 Term Loan, and any borrowings that we may incur under our Revolving Credit Facility, which are at floating rates.
The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following: • developments in, and macroeconomic influences on, the wireless communications industry in general, and for wireless communications infrastructure providers in particular, that may slow growth or affect our customers’ access to sufficient capital, or ability to expend capital to fund network expansion or enhancements; • the impact of consolidation among wireless service providers, including the impact of T-Mobile and Sprint; • the ability of DISH Wireless to become and compete as a nationwide carrier; • the impact of rising interest rates on our results of operations and our ability to refinance our existing indebtedness at commercially reasonable rates or at all; • our ability to continue to comply with covenants and the terms of our credit instruments and our ability to obtain additional financing to fund our capital expenditures; • our ability to successfully manage the risks associated with international operations, including risks relating to political or economic conditions, inflation, tax laws, currency restrictions and exchange rate fluctuations, legal or judicial systems, and land ownership; • our ability to successfully manage the risks associated with our acquisition initiatives, including our ability to satisfactorily complete due diligence on acquired towers, the amount and quality of due diligence that we are able to complete prior to closing of any acquisition, our ability to accurately anticipate the future performance of the acquired towers, our ability to 44 Table of Contents receive required regulatory approval, the ability and willingness of each party to fulfill their respective closing conditions and their contractual obligations, and, once acquired, our ability to effectively integrate acquired towers into our business and to achieve the financial results projected in our valuation models for the acquired towers; • the health of the economies and wireless communications markets of the international jurisdictions we operate in, and the willingness of carriers to invest in their networks in such markets; • our ability to secure as many site leasing tenants as anticipated, recognize our expected economies of scale with respect to new tenants on our towers, and retain current leases on towers; • our ability to secure and deliver anticipated services business at contemplated margins; • our ability to build new towers, including our ability to identify and acquire land that would be attractive for our customers and to successfully and timely address zoning, permitting, weather, availability of labor and supplies and other issues that arise in connection with the building of new towers; • competition for the acquisition of towers and other factors that may adversely affect our ability to purchase towers that meet our investment criteria and are available at prices which we believe will be accretive to our shareholders and allow us to maintain our long-term target leverage ratios while achieving our expected portfolio growth levels; • our capital allocation decisions and the impact on our ability to achieve our expected tower portfolio growth levels; • our ability to protect our rights to the land under our towers, and our ability to acquire land underneath our towers on terms that are accretive; • our ability to sufficiently increase our revenues and maintain expenses and cash capital expenditures at appropriate levels to permit us to meet our anticipated uses of liquidity for operations, debt service and estimated portfolio growth; • our ability to successfully estimate the impact of regulatory and litigation matters; • natural disasters and other unforeseen damage for which our insurance may not provide adequate coverage; • a decrease in demand for our towers; • the introduction of new technologies or changes in a tenant’s business model that may make our tower leasing business less desirable to existing or potential tenants; • our ability to qualify for treatment as a REIT for U.S. federal income tax purposes and to comply with and conduct our business in accordance with such rules; • our ability to utilize available NOLs to reduce REIT taxable income; • our ability to successfully estimate the impact of certain accounting and tax matters, including the effect on our company of adopting certain accounting pronouncements and the availability of sufficient NOLs to offset future REIT taxable income ; and • other risks, including those described in Item 1A. – Risk Factors in this annual report and those described from time to time in our other filings with the SEC .
The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following: • developments in, and macroeconomic influences on, the wireless communications industry in general, and for wireless communications infrastructure providers in particular, that may slow growth or affect our customers’ access to sufficient capital, or ability to expend capital to fund network expansion or enhancements; • the impact of churn based on prior and future consolidation among wireless service providers; • the ability of Echostar to become and compete as a nationwide carrier; • the impact of high interest rates on our results of operations and our ability to refinance our existing indebtedness at commercially reasonable rates or at all; • our ability to continue to comply with covenants and the terms of our credit instruments and our ability to obtain additional financing to fund our capital expenditures; • our ability to successfully manage the risks associated with international operations, including risks relating to competition, political or economic conditions, inflation, potential tariffs, tax laws, currency restrictions and exchange rate fluctuations, legal or judicial systems, and land ownership, including land ownership risks with respect to towers we don’t own; • our ability to successfully manage the risks associated with our acquisition initiatives, including our ability to satisfactorily complete due diligence on acquired towers, the amount and quality of due diligence that we are able to complete prior to closing of any acquisition, our ability to accurately anticipate the future performance of the acquired towers, our ability to receive required regulatory approval, the ability and willingness of each party to fulfill their respective closing conditions and their contractual obligations, and, once acquired, our ability to effectively integrate acquired towers into our business and to achieve the financial results projected in our valuation models for the acquired towers; • the health of the economies and wireless communications markets of the international jurisdictions we operate in, and the willingness of carriers to invest in their networks in such markets; • our ability to secure as many site leasing tenants as anticipated, recognize our expected economies of scale with respect to new tenants on our towers, and retain current leases on towers; • our ability to secure and deliver anticipated services business at contemplated margins; • our ability to build new towers, including our ability to identify and acquire land that would be attractive for our customers and to successfully and timely address zoning, permitting, weather, availability and cost of labor and supplies and other issues that arise in connection with the building of new towers; • competition for the acquisition of towers and other factors that may adversely affect our ability to purchase towers that meet our investment criteria and are available at prices which we believe will be accretive to our shareholders and allow us to maintain our long-term target leverage ratios while achieving our expected portfolio growth levels; • our capital allocation decisions and the impact on our ability to achieve our expected tower portfolio growth levels; • our ability to protect our rights to the land under our towers, and our ability to acquire land underneath our towers on terms that are accretive; • our ability to sufficiently increase our revenues and maintain expenses and cash capital expenditures at appropriate levels to permit us to meet our anticipated uses of liquidity for operations, debt service and estimated portfolio growth; • our ability to successfully estimate the impact of regulatory and litigation matters; • natural disasters and other unforeseen damage for which our insurance may not provide adequate coverage; • a decrease in demand for our towers; • the introduction of new technologies or changes in a tenant’s business model that may make our tower leasing business less desirable to existing or potential tenants; • our ability to qualify for treatment as a REIT for U.S. federal income tax purposes and to comply with and conduct our business in accordance with such rules; • our ability to utilize available NOLs to reduce REIT taxable income; 44 Table of Contents • our ability to successfully estimate the impact of certain accounting and tax matters, including the effect on our company of adopting certain accounting pronouncements and the availability of sufficient NOLs to offset future REIT taxable income; and • other risks, including those described in Item 1A. – Risk Factors in this annual report and those described from time to time in our other filings with the SEC.
We are exposed to market risk from changes in foreign currency exchange rates in connection with our operations in Brazil, Canada, Chile, Peru, Colombia, Costa Rica, South Africa, the Philippines, Tanzania, and to a lesser extent, our markets in Central America.
We are exposed to market risk from changes in foreign currency exchange rates in connection with our operations in Brazil, Canada, Chile, Peru, Colombia, Costa Rica, South Africa, Tanzania, and to a lesser extent, our markets in Central America.
We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in the Brazilian Real from the quoted foreign currency exchange rates at December 31, 2023. The analysis indicated that such an adverse movement would have caused our revenues and operating income to decline by approximately 1.3% and 0.9%, respectively, for the year ended December 31, 2023.
We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in the Brazilian Real from the quoted foreign currency exchange rates at December 31, 2024. The analysis indicated that such an adverse movement would have caused our revenues and operating income to decline by approximately 1.3% and 1.0%, respectively, for the year ended December 31, 2024.
In addition, in Brazil, Canada, Chile, South Africa, and the Philippines, we receive significantly all of our revenue and pay significantly all of our operating expenses in local currency. In Colombia, Costa Rica, Peru, and Tanzania, we receive our revenue and pay our operating expenses in a mix of local currency and U.S. dollars.
In addition, in Brazil, Canada, Chile, and South Africa, we receive significantly all of our revenue and pay significantly all of our operating expenses in local currency. In Colombia, Costa Rica, Peru, and Tanzania, we receive our revenue and pay our operating expenses in a mix of local currency and U.S. dollars.
As of December 31, 2023, we had intercompany debt, which is denominated in a currency other than the functional currency of the subsidiary in which it is recorded.
As of December 31, 2024, we had intercompany debt, which is denominated in a currency other than the functional currency of the subsidiary in which it is recorded.
Specifically, this annual report contains forward-looking statements regarding: • our expectations on the future growth and financial health of the wireless industry and the industry participants, the drivers of such growth, the demand for our towers, the future capital investments of our customers (including with respect to the roll-out of 5G), future spectrum auctions, the trends developing in our industry, and competitive factors; • our ability to capture and capitalize on industry growth and the impact of such growth on our financial and operational results; • our expectations regarding DISH Wireless; • our expectations regarding the consolidation of wireless service providers and the impact of such consolidation on our financial and operational results; 43 Table of Contents • our intent to grow our tower portfolio domestically and internationally and expand through acquisitions, new builds and organic lease up on existing towers; • our belief that over the long-term, site leasing revenues will continue to grow as wireless service providers increase their use of our towers due to increasing minutes of network use and data transfer, network expansion and network coverage requirements; • our expectation regarding site leasing revenue growth, on an organic basis, in our domestic and international segments, and the drivers of such growth; • our focus on our site leasing business and belief that our site leasing business is characterized by stable and long-term recurring revenues, reduced exposure to changes in customer spending, predictable operating costs, and minimal non-discretionary capital expenditures; • our expectation that, due to the relatively young age and mix of our tower portfolio, future expenditures required to maintain these towers will be minimal; • our expectation regarding the scalability of our operations and growth of our cash flows by adding tenants to our towers at minimal incremental costs and executing monetary amendments; • our expectations regarding churn rates, including with respect to legacy Sprint leases and Oi leases; • our expectations regarding the timing for closing of pending acquisitions; • our election to be subject to tax as a REIT and our intent to continue to operate as a REIT; • our beliefs regarding compliance with applicable laws and regulations, including environmental laws, and the impact of various legal proceedings; • our plans regarding our distribution policy, and the amount and timing of, and source of funds for, any such distributions; • our expectations regarding the use of NOLs to reduce REIT taxable income; • our expectations regarding our capital allocation strategies, including future allocation decisions among portfolio growth, stock repurchases, and dividends, the impact of our election to be taxed as a REIT on that strategy, and our goal of increasing our Adjusted Funds From Operations per share; • our expectations regarding dividends and our ability to grow our dividend in the future and the drivers of such growth; • our expectations regarding our future cash capital expenditures, both discretionary and non-discretionary, including expenditures required for new builds and to maintain, improve, and modify our towers, ground lease purchases, and general corporate expenditures, and the source of funds for these expenditures; • our expectations regarding our business strategies, including our strategy for securing rights to the land underlying our towers, and the impact of such strategies on our financial and operational results; • our intended use of our liquidity; • our intent to maintain our target leverage levels, including in light of our dividend; • our expectations regarding our debt service in 2024 and our belief that our cash on hand, capacity under our Revolving Credit Facility, and our cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months; and • our expectations and estimates regarding certain tax and accounting matters, including the impact on our financial statements.
Specifically, this annual report contains forward-looking statements regarding: • our expectations on the future growth and financial health of the wireless industry and the industry participants, the drivers of such growth, the demand for our towers, the future capital investments of our customers (including with respect to the implementation of broad based 5G availability), future spectrum auctions, the trends developing in our industry, and competitive factors; • our ability to capture and capitalize on industry growth and the impact of such growth on our financial and operational results; • our expectations regarding Echostar; • our expectations regarding the consolidation of wireless service providers and the impact of such consolidation on our financial and operational results; • our intent to grow our tower portfolio domestically and internationally and expand through acquisitions, new builds and organic lease up on existing towers; • our belief that over the long-term, site leasing revenues will continue to grow as wireless service providers increase their use of our towers due to increasing minutes of network use and data transfer, network expansion and network coverage requirements; • our expectation regarding site leasing revenue growth, on an organic basis, in our domestic and international segments, and the drivers of such growth; • our focus on our site leasing business and belief that our site leasing business is characterized by stable and long-term recurring revenues, reduced exposure to changes in customer spending, predictable operating costs, and minimal non-discretionary capital expenditures; • our expectation that, due to the nature and mix of our tower portfolio, future expenditures required to maintain these towers will be minimal; • our expectation regarding the scalability of our operations and growth of our cash flows by adding tenants to our towers at minimal incremental costs and executing monetary amendments; • our expectations regarding churn rates, including with respect to legacy Sprint leases and Oi leases; • our expectations regarding the timing for closing of pending acquisitions, including the Millicom transaction; • our election to be subject to tax as a REIT and our intent to continue to operate as a REIT; • our beliefs regarding compliance with applicable laws and regulations, including environmental laws, and the impact of various legal proceedings; • our plans regarding our distribution policy, and the amount and timing of, and source of funds for, any such distributions; • our expectations regarding the use of NOLs to reduce REIT taxable income; • our expectations regarding our capital allocation strategies, including future allocation decisions among portfolio growth, stock repurchases, and dividends, the impact of our election to be taxed as a REIT on that strategy, and our goal of increasing our Adjusted Funds From Operations per share; • our expectations regarding dividends and our ability to grow our dividend in the future and the drivers of such growth; • our expectations regarding our future cash capital expenditures, both discretionary and non-discretionary, including expenditures required for new builds and to maintain, improve, and modify our towers, ground lease purchases, and general corporate expenditures, and the source of funds for these expenditures; 43 Table of Contents • our expectations regarding our business strategies, including our strategy for securing rights to the land underlying our towers, and the impact of such strategies on our financial and operational results; • our intended use of our liquidity; • our intent to maintain our target leverage levels, including in light of our dividend; • our expectations regarding our debt service in 2025 and our ability to service our outstanding debt during the next twelve months; and • our expectations and estimates regarding certain tax and accounting matters, including the impact on our financial statements.
A change of 10% in the underlying exchange rates of our unsettled intercompany debt at December 31, 2023 would have resulted in approximately $119.7 million of unrealized gains or losses that would have been included in Other income (expense), net in our Consolidated Statements of Operations for the year ended December 31, 2023.
A change of 10% in the underlying exchange rates of our unsettled intercompany debt at December 31, 2024 would have resulted in approximately $113.6 million of unrealized gains or losses that would have been included in Other (expense) income, net in our Consolidated Statements of Operations for the year ended December 31, 2024.
The cumulative translation effect is included in equity as a component of Accumulated other comprehensive income (loss). For the year ended December 31, 2023, approximately 21.7% of our revenues and approximately 26.9% of our total operating expenses were denominated in foreign currencies.
The cumulative translation effect is included in equity as a 42 Table of Contents component of Accumulated other comprehensive income (loss). For the year ended December 31, 2024, approximately 21.8% of our revenues and approximately 31.1% of our total operating expenses were denominated in foreign currencies.
(3) Represents interest payments based on the 2014-2C Tower Securities interest rate of 3.869%, the 2019-1C Tower Securities interest rate of 2.836%, the 2020-1C Tower Securities interest rate of 1.884%, the 2020-2C Tower Securities interest rate of 2.328%, the 2021-1C Tower Securities interest rate of 1.631%, the 2021-2C Tower Securities interest rate of 1.840%, the 2021-3C Tower Securities interest rate of 2.593%, the 2022-1C Tower Securities interest rate of 6.599%, the 2018 Term Loan at an average interest rate of 2.645% (which includes the impact of interest rate swaps) as of December 31, 2023, the 42 Table of Contents Revolving Credit Facility at an average interest rate of 6.435% as of December 31, 2023, the 2020 Senior Notes interest rate of 3.875%, and the 2021 Senior Notes interest rate of 3.125%.
(2) Represents interest payments based on the 2019-1C Tower Securities interest rate of 2.836%, the 2020-1C Tower Securities interest rate of 1.884%, the 2020-2C Tower Securities interest rate of 2.328%, the 2021-1C Tower Securities interest rate of 1.631%, the 2021-2C Tower Securities interest rate of 1.840%, the 2021-3C Tower Securities interest rate of 2.593%, the 2022-1C Tower Securities interest rate of 6.599%, the 2024-1C Tower Securities interest rate of 4.831%, the 2024-2C Tower Securities of all-in interest rate of 4.654%, the 2024 Term Loan at an average interest rate of 2.428% (which includes the impact of interest rate swaps) as of December 31, 2024, the 2020 Senior Notes interest rate of 3.875%, and the 2021 Senior Notes interest rate of 3.125%.
As of December 31, 2023, the analysis indicated that such an adverse movement would have caused our interest expense to increase by approximately 4.8% for the year ended December 31, 2023.
We have performed a sensitivity analysis assuming a hypothetical 1% increase in our variable interest rates as of December 31, 2024. As of December 31, 2024, the analysis indicated that such an adverse movement would have caused our interest expense to increase by approximately 1.7% for the year ended December 31, 2024.
While we cannot predict our ability to refinance existing debt or the impact interest rate movements will have on our existing debt, we continue to evaluate our financial position on an ongoing basis. We have performed a sensitivity analysis assuming a hypothetical 1% increase in our variable interest rates as of December 31, 2023.
We manage the interest rate risk on our outstanding debt through our large percentage of fixed rate debt, including interest rate swaps. While we cannot predict our ability to refinance existing debt or the impact interest rate movements will have on our existing debt, we continue to evaluate our financial position on an ongoing basis.
Removed
(2) For information on the anticipated repayment date and final maturity date for each tower security, refer to Debt Instruments and Debt Service Requirements above.
Removed
We manage the interest rate risk on our outstanding debt through our large percentage of fixed rate debt, including interest rate swaps.
Removed
On August 4, 2020, and amended June 21, 2023, we, through our wholly owned subsidiary, SBA Senior Finance II, entered into an interest rate swap which swapped $1.95 billion of notional value accruing interest at (i) one month LIBOR plus 175 basis points for an all-in fixed rate of 1.874% per annum through July 31, 2023, (ii) one month Term SOFR plus 185 basis points (inclusive of a CSA of 0.10%) for an all-in fixed rate of 1.900% per annum from August 1, 2023 through January 25, 2024, and (iii) one month Term SOFR plus 200 basis points for an all-in fixed rate of 2.050% per annum from January 25, 2024 through March 31, 2025.
Removed
On November 3, 2023, we entered into a forward-starting interest rate swap agreement which will swap $1.0 billion of notional value accruing interest at one month Term SOFR plus 200 basis points for an all-in fixed rate of 5.830% per annum. The swap has an effective start date of March 31, 2025 and a maturity date of April 11, 2028.

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