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Published: 2022-11-03 15:43:02 ET

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 001-16853

SBA COMMUNICATIONS CORPORATION

(Exact name of Registrant as specified in its charter)


Florida	65-0716501
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)


8051 Congress Avenue
Boca Raton, Florida	33487
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (561) 995-7670

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Class A Common Stock, $0.01 par value per share	SBAC	The NASDAQ Stock Market LLC
		(NASDAQ Global Select Market)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	x	Accelerated Filer	¨

Non-Accelerated Filer	¨	Smaller Reporting Company	¨

		Emerging Growth Company	¨

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No x

Indicate the number of shares outstanding of each issuer’s classes of common stock, as of the latest practicable date: 107,965,538 shares of Class A common stock as of October 25, 2022.

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		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements
	Consolidated Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021	1
	Consolidated Statements of Operations (unaudited) for the three and nine months ended September 30, 2022 and 2021	2
	Consolidated Statements of Comprehensive Income (unaudited) for the three and nine months ended September 30, 2022 and 2021	3
	Consolidated Statement of Shareholders’ Deficit (unaudited) for the three and nine months ended September 30, 2022 and 2021	4
	Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2022 and 2021	6
	Condensed Notes to Consolidated Financial Statements (unaudited)	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	41

PART II – OTHER INFORMATION

Item 6.	Exhibits	41


SIGNATURES		42

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PART I – FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (in thousands, except par values)



	September 30,		December 31,
	2022		2021
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	201,211	$	367,278
Restricted cash		75,166		65,561
Accounts receivable, net		116,966		101,950
Costs and estimated earnings in excess of billings on uncompleted contracts		81,665		48,844
Prepaid expenses and other current assets		54,805		30,813
Total current assets		529,813		614,446
Property and equipment, net		2,658,366		2,575,487
Intangible assets, net		2,701,939		2,803,247
Operating lease right-of-use assets, net		2,325,009		2,268,470
Acquired and other right-of-use assets, net		989,685		964,405
Other assets		744,202		575,644
Total assets	$	9,949,014	$	9,801,699
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS,
AND SHAREHOLDERS' DEFICIT
Current Liabilities:
Accounts payable	$	51,314	$	34,066
Accrued expenses		96,176		68,070
Current maturities of long-term debt		663,181		24,000
Deferred revenue		216,927		184,380
Accrued interest		25,106		49,096
Current lease liabilities		255,609		238,497
Other current liabilities		30,066		18,222
Total current liabilities		1,338,379		616,331
Long-term liabilities:
Long-term debt, net		11,696,068		12,278,694
Long-term lease liabilities		2,017,760		1,981,353
Other long-term liabilities		221,022		191,475
Total long-term liabilities		13,934,850		14,451,522
Redeemable noncontrolling interests		40,615		17,250
Shareholders' deficit:
Preferred stock - par value $0.01, 30,000 shares authorized, no shares issued or outstanding		—		—
Common stock - Class A, par value $0.01, 400,000 shares authorized, 107,964 shares and
108,956 shares issued and outstanding at September 30, 2022 and December 31, 2021,
respectively		1,080		1,089
Additional paid-in capital		2,756,215		2,681,347
Accumulated deficit		(7,508,231)		(7,203,531)
Accumulated other comprehensive loss, net		(613,894)		(762,309)
Total shareholders' deficit		(5,364,830)		(5,283,404)
Total liabilities, redeemable noncontrolling interests, and shareholders' deficit	$	9,949,014	$	9,801,699

The accompanying condensed notes are an integral part of these consolidated financial statements.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited) (in thousands, except per share amounts)


	For the three months				For the nine months
	ended September 30,				ended September 30,
	2022		2021		2022		2021

Revenues:
Site leasing	$	587,302	$	535,492	$	1,726,967	$	1,564,814
Site development		88,282		53,813		220,393		148,882
Total revenues		675,584		589,305		1,947,360		1,713,696
Operating expenses:
Cost of revenues (exclusive of depreciation, accretion,
and amortization shown below):
Cost of site leasing		112,013		98,666		330,682		289,510
Cost of site development		65,540		41,357		165,809		116,172
Selling, general, and administrative expenses ⁽¹⁾		65,843		51,000		191,241		156,546
Acquisition and new business initiatives related
adjustments and expenses		6,844		5,730		18,776		17,525
Asset impairment and decommission costs		8,532		9,860		25,565		18,560
Depreciation, accretion, and amortization		173,825		170,916		524,541		530,266
Total operating expenses		432,597		377,529		1,256,614		1,128,579
Operating income		242,987		211,776		690,746		585,117
Other income (expense):
Interest income		2,858		945		6,878		2,124
Interest expense		(86,961)		(89,199)		(253,528)		(269,839)
Non-cash interest expense		(11,528)		(11,820)		(34,582)		(35,436)
Amortization of deferred financing fees		(4,955)		(4,934)		(14,758)		(14,690)
Loss from extinguishment of debt, net		—		—		—		(13,672)
Other (expense) income, net		(39,756)		(69,804)		2,262		(49,390)
Total other expense net		(140,342)		(174,812)		(293,728)		(380,903)
Income before income taxes		102,645		36,964		397,018		204,214
(Provision) benefit for income taxes		(2,883)		10,834		(39,797)		(15,494)
Net income		99,762		47,798		357,221		188,720
Net loss attributable to noncontrolling interests		247		—		929		—
Net income attributable to SBA Communications
Corporation	$	100,009	$	47,798	$	358,150	$	188,720
Net income per common share attributable to SBA
Communications Corporation:
Basic	$	0.93	$	0.44	$	3.32	$	1.72
Diluted	$	0.91	$	0.43	$	3.27	$	1.70
Weighted average number of common shares
Basic		107,916		109,577		107,950		109,487
Diluted		109,358		111,565		109,416		111,329

(1)Includes non-cash compensation of $24,945 and $16,589 for the three months ended September 30, 2022 and 2021, respectively, and $72,309 and $57,249 for the nine months ended September 30, 2022 and 2021, respectively.

The accompanying condensed notes are an integral part of these consolidated financial statements.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited) (in thousands)



	For the three months				For the nine months
	ended September 30,				ended September 30,

	2022		2021		2022		2021

Net income	$	99,762	$	47,798	$	357,221	$	188,720
Adjustments related to interest rate swaps		53,336		9,898		162,491		58,251
Foreign currency translation adjustments		(40,757)		(51,415)		(14,277)		(31,181)
Comprehensive income		112,341		6,281		505,435		215,790
Comprehensive loss attributable to noncontrolling interests		247		—		1,130		—
Comprehensive income attributable to SBA
Communications Corporation	$	112,588	$	6,281	$	506,565	$	215,790

The accompanying condensed notes are an integral part of these consolidated financial statements.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(unaudited) (in thousands)



								Accumulated
	Class A			Additional				Other		Total
	Common Stock			Paid-In		Accumulated		Comprehensive		Shareholders'
	Shares	Amount		Capital		Deficit		Loss, Net		Deficit

BALANCE, June 30, 2022	107,872	$	1,079	$	2,717,963	$	(7,531,180)	$	(626,473)	$	(5,438,611)
Net income attributable to SBA
Communications Corporation	—		—		—		100,009		—		100,009
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements	92		1		13,221		—		—		13,222
Non-cash stock compensation	—		—		26,017		—		—		26,017
Adjustments related to interest rate swaps	—		—		—		—		53,336		53,336
Foreign currency translation adjustments
attributable to SBA Communications
Corporation	—		—		—		—		(40,757)		(40,757)
Dividends and dividend equivalents
on common stock	—		—		—		(77,060)		—		(77,060)
Adjustment to redemption amount related to
noncontrolling interests	—		—		(986)		—		—		(986)
BALANCE, September 30, 2022	107,964	$	1,080	$	2,756,215	$	(7,508,231)	$	(613,894)	$	(5,364,830)



								Accumulated
	Class A			Additional				Other		Total
	Common Stock			Paid-In		Accumulated		Comprehensive		Shareholders'
	Shares	Amount		Capital		Deficit		Loss, Net		Deficit

BALANCE, December 31, 2021	108,956	$	1,089	$	2,681,347	$	(7,203,531)	$	(762,309)	$	(5,283,404)
Net income attributable to SBA
Communications Corporation	—		—		—		358,150		—		358,150
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements	308		3		23,797		—		—		23,800
Non-cash stock compensation	—		—		75,566		—		—		75,566
Adjustments related to interest rate swaps	—		—		—		—		162,491		162,491
Repurchase and retirement of common stock	(1,300)		(12)		—		(431,654)		—		(431,666)
Foreign currency translation adjustments
attributable to SBA Communications
Corporation	—		—		—		—		(14,076)		(14,076)
Dividends and dividend equivalents
on common stock	—		—		—		(231,196)		—		(231,196)
Adjustment to redemption amount related to
noncontrolling interests	—		—		(24,495)		—		—		(24,495)
BALANCE, September 30, 2022	107,964	$	1,080	$	2,756,215	$	(7,508,231)	$	(613,894)	$	(5,364,830)

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(unaudited) (in thousands)



								Accumulated
	Class A			Additional				Other		Total
	Common Stock			Paid-In		Accumulated		Comprehensive		Shareholders'
	Shares	Amount		Capital		Deficit		Loss, Net		Deficit

BALANCE, June 30, 2021	109,534	$	1,095	$	2,657,540	$	(6,759,382)	$	(738,995)	$	(4,839,742)
Net income attributable to SBA
Communications Corporation	—		—		—		47,798		—		47,798
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements	283		3		36,984		—		—		36,987
Non-cash stock compensation	—		—		17,410		—		—		17,410
Adjustments related to interest rate swaps	—		—		—		—		9,898		9,898
Repurchase and retirement of common stock	(337)		(3)		—		(115,418)		—		(115,421)
Foreign currency translation adjustments
attributable to SBA Communications
Corporation	—		—		—		—		(51,415)		(51,415)
Dividends and dividend equivalents
on common stock	—		—		—		(63,820)		—		(63,820)
BALANCE, September 30, 2021	109,480	$	1,095	$	2,711,934	$	(6,890,822)	$	(780,512)	$	(4,958,305)



								Accumulated
	Class A			Additional				Other		Total
	Common Stock			Paid-In		Accumulated		Comprehensive		Shareholders'
	Shares	Amount		Capital		Deficit		Loss, Net		Deficit

BALANCE, December 31, 2020	109,819	$	1,098	$	2,586,130	$	(6,604,028)	$	(807,582)	$	(4,824,382)
Net income attributable to SBA
Communications Corporation	—		—		—		188,720		—		188,720
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements	651		7		64,090		—		—		64,097
Non-cash stock compensation	—		—		60,197		—		—		60,197
Adjustments related to interest rate swaps	—		—		—		—		58,251		58,251
Repurchase and retirement of common stock	(990)		(10)		—		(284,333)		—		(284,343)
Foreign currency translation adjustments
attributable to SBA Communications
Corporation	—		—		—		—		(31,181)		(31,181)
Dividends on common stock	—		—		—		(191,181)		—		(191,181)
Adjustment to redemption amount related to
noncontrolling interests	—		—		1,517		—		—		1,517
BALANCE, September 30, 2021	109,480	$	1,095	$	2,711,934	$	(6,890,822)	$	(780,512)	$	(4,958,305)

The accompanying condensed notes are an integral part of these consolidated financial statements.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in thousands)



	For the nine months ended September 30,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	357,221	$	188,720
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, accretion, and amortization		524,541		530,266
(Gain) loss on remeasurement of U.S. denominated intercompany loans		(8,501)		42,582
Non-cash compensation expense		74,140		59,175
Non-cash asset impairment and decommission costs		25,202		17,935
Loss from extinguishment of debt, net		—		12,672
Deferred income tax provision (benefit)		15,532		(2,711)
Other non-cash items reflected in the Statements of Operations		55,013		58,725
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable and costs and estimated earnings in excess of
billings on uncompleted contracts, net		(33,895)		(6,371)
Prepaid expenses and other assets		(31,446)		(25,589)
Operating lease right-of-use assets, net		104,771		86,717
Accounts payable and accrued expenses		13,062		8,465
Accrued interest		(23,982)		(27,873)
Long-term lease liabilities		(96,092)		(83,885)
Other liabilities		21,500		32,502
Net cash provided by operating activities		997,066		891,330
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions		(418,721)		(1,187,754)
Capital expenditures		(148,348)		(90,407)
Purchase of investments		(506,581)		(755,530)
Proceeds from sale of investments		482,835		755,280
Other investing activities		(496)		589
Net cash used in investing activities		(591,311)		(1,277,822)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under Revolving Credit Facility		330,000		810,000
Repayments under Revolving Credit Facility		(270,000)		(1,190,000)
Proceeds from issuance of Senior Notes, net of fees		—		1,485,512
Repayment of Senior Notes		—		(757,500)
Proceeds from issuance of Tower Securities, net of fees		—		1,152,437
Repayment of Tower Securities		—		(760,000)
Repurchase and retirement of common stock		(431,666)		(284,343)
Payment of dividends on common stock		(230,102)		(190,456)
Proceeds from employee stock purchase/stock option plans		33,745		73,152
Payments related to taxes on stock options and restricted stock units		(9,905)		(9,025)
Other financing activities		11,860		(21,165)
Net cash (used in) provided by financing activities		(566,068)		308,612
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		4,561		(10,529)
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH		(155,752)		(88,409)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:
Beginning of period		435,626		342,808
End of period	$	279,874	$	254,399

The accompanying condensed notes are an integral part of these consolidated financial statements.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in thousands)



	For the nine months ended September 30,
	2022		2021

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	277,219	$	298,589
Income taxes	$	18,848	$	20,153

SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH ACTIVITIES:
Right-of-use assets obtained in exchange for new operating lease liabilities	$	137,126	$	27,691
Operating lease modifications and reassessments	$	36,181	$	21,829
Right-of-use assets obtained in exchange for new finance lease liabilities	$	3,701	$	1,765

The accompanying condensed notes are an integral part of these consolidated financial statements.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.BASIS OF PRESENTATION

The accompanying consolidated financial statements should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for SBA Communications Corporation and its subsidiaries (the “Company”). These financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States. In the opinion of the Company’s management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made. The results of operations for an interim period may not give a true indication of the results for the year. Certain reclassifications have been made to prior year amounts or balances to conform to the presentation adopted in the current year.

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. While the Company believes that such estimates are fair when considered in conjunction with the consolidated financial statements and accompanying notes, the actual amounts, when known, may vary from these estimates.

Foreign Currency Translation

All assets and liabilities of foreign subsidiaries that do not utilize the U.S. dollar as its functional currency are translated at period-end exchange rates, while revenues and expenses are translated at monthly average exchange rates during the period. Unrealized translation gains and losses are reported as foreign currency translation adjustments through Accumulated other comprehensive loss, net in the Consolidated Statement of Shareholders’ Deficit.

For foreign subsidiaries where the U.S. dollar is the functional currency, monetary assets and liabilities of such subsidiaries, which are not denominated in U.S. dollars, are remeasured at exchange rates in effect at the balance sheet date, and revenues and expenses are remeasured at monthly average rates prevailing during the year. Remeasurement gains and losses are reported as Other (expense) income, net in the Consolidated Statements of Operations.

Intercompany Loans Subject to Remeasurement

In accordance with Accounting Standards Codification (ASC) 830, the Company remeasures foreign denominated intercompany loans with the corresponding change in the balance being recorded in Other (expense) income, net in the Consolidated Statements of Operations as settlement is anticipated or planned in the foreseeable future. The Company recorded a $25.5 million loss and a $45.0 million loss, net of taxes, on the remeasurement of intercompany loans for the three months ended September 30, 2022 and 2021, respectively, and a $4.3 million gain and a $28.4 million loss, net of taxes, on the remeasurement of intercompany loans for the nine months ended September 30, 2022 and 2021, respectively, due to changes in foreign exchange rates. During the nine months ended September 30, 2022, the Company funded $86.2 million and repaid $101.7 million of the intercompany loans. As of September 30, 2022 and December 31, 2021, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement with the Company’s foreign subsidiaries was $855.5 million and $872.9 million, respectively. Additionally, subsequent to September 30, 2022, the Company funded $680.0 million to its Brazilian subsidiary through an intercompany loan to complete its previously announced acquisition with Grupo TorreSur (GTS).

2.FAIR VALUE MEASUREMENTS

Items Measured at Fair Value on a Recurring Basis— The Company’s asset retirement obligations are measured at fair value on a recurring basis using Level 3 inputs and are recorded in Other long-term liabilities in the Consolidated Balance Sheets. The fair value of the asset retirement obligations is calculated using a discounted cash flow model.

Refer to Note 16 for discussion of the Company’s redeemable non-controlling interests.

Items Measured at Fair Value on a Nonrecurring Basis— The Company’s long-lived and intangible assets are measured at fair value on a nonrecurring basis using Level 3 inputs. The Company considers many factors and makes certain assumptions when making this assessment, including, but not limited to: general market and economic conditions, historical operating results, geographic location, lease-up potential and expected timing of lease-up. The fair value of the long-lived and intangible assets is calculated using a discounted cash flow model.

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Asset impairment and decommission costs for all periods presented and the related impaired assets primarily relate to the Company’s site leasing operating segment. The following summarizes the activity of asset impairment and decommission costs (in thousands):



	For the three months				For the nine months
	ended September 30,				ended September 30,
	2022		2021		2022		2021

Asset impairment ⁽¹⁾	$	6,952	$	8,323	$	21,626	$	13,691
Write-off of carrying value of decommissioned towers		1,275		1,130		3,599		3,718
Other (including third party decommission costs)		305		407		340		1,151
Total asset impairment and decommission costs	$	8,532	$	9,860	$	25,565	$	18,560

(1)Represents impairment charges resulting from the Company’s regular analysis of whether the anticipated future discounted cash flows from certain towers are sufficient to recover the carrying value of the investment in those towers.

The Company’s long-term investments were $44.0 million and $47.9 million as of September 30, 2022 and December 31, 2021, respectively, and are recorded in Other assets on the Consolidated Balance Sheets. Some of these investments provide for the Company to increase their investment in the future through call options exercisable by the Company and put options exercisable by the investee. These put and call options are recorded at fair market value. The estimation of the fair value of the investment involves the use of Level 3 inputs. The Company evaluates these investments for indicators of impairment. The Company considers impairment indicators such as negative changes in industry and market conditions, financial performance, business prospects, and other relevant events and factors. If indicators exist and the fair value of the investment is below the carrying amount, the investment could be impaired.

Fair Value of Financial Instruments— The carrying values of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, and short-term investments approximate their estimated fair values due to the shorter maturity of these instruments. The Company’s estimate of its short-term investments is based primarily upon Level 1 reported market values. As of September 30, 2022 and December 31, 2021, the Company had $21.1 million and $0.8 million of short-term investments, respectively. For the nine months ended September 30, 2022, the Company purchased $501.6 million and sold $481.6 million of short-term investments. For the nine months ended September 30, 2021, the Company purchased $755.4 million and sold $755.3 million of short-term investments.

The Company determines fair value of its debt instruments utilizing various Level 2 sources including quoted prices and indicative quotes (non-binding quotes) from brokers that require judgment to interpret market information including implied credit spreads for similar borrowings on recent trades or bid/ask prices. The fair value of the Revolving Credit Facility is considered to approximate the carrying value because the Company does not believe its credit risk has changed materially from the date the applicable Eurodollar Rate was set for the Revolving Credit Facility (112.5 to 150.0 basis points). Refer to Note 10 for the fair values, principal balances, and carrying values of the Company’s debt instruments.

For discussion of the Company’s derivatives and hedging activities, refer to Note 17.

3.CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

The cash, cash equivalents, and restricted cash balances on the Consolidated Statements of Cash Flows consist of the following:



	As of		As of
	September 30, 2022		December 31, 2021		Included on Balance Sheet

	(in thousands)
Cash and cash equivalents	$	201,211	$	367,278	Cash and cash equivalents
Securitization escrow accounts		69,478		64,764	Restricted cash - current asset
Payment, performance bonds, and other		5,688		797	Restricted cash - current asset
Surety bonds and workers compensation		3,497		2,787	Other assets - noncurrent
Total cash, cash equivalents, and restricted cash	$	279,874	$	435,626

Pursuant to the terms of the Tower Securities (see Note 10), the Company is required to establish a securitization escrow account, held by the indenture trustee, into which all rents and other sums due on the towers that secure the Tower Securities are directly deposited by the lessees. These restricted cash amounts are used to fund reserve accounts for the payment of (1) debt service costs, (2) ground rents, real estate and personal property taxes and insurance premiums related to towers, (3) trustee and servicing

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expenses, and (4) management fees. The restricted cash in the securitization escrow account in excess of required reserve balances is subsequently released to the Borrowers monthly, provided that the Borrowers are in compliance with their debt service coverage ratio and that no event of default has occurred. All monies held by the indenture trustee are classified as restricted cash on the Company’s Consolidated Balance Sheets.

Payment and performance bonds relate primarily to collateral requirements for tower construction currently in process by the Company. Other restricted cash includes $5.5 million held in escrow as of September 30, 2022, related to the Company’s acquisition activities.

Cash is pledged as collateral related to surety bonds issued for the benefit of the Company or its affiliates in the ordinary course of business and primarily related to the Company’s tower removal obligations. As of September 30, 2022 and December 31, 2021, the Company had $42.6 million and $42.3 million in surety and payment and performance bonds, respectively, for which no collateral was required to be posted. The Company periodically evaluates the collateral posted for its bonds to ensure that it meets the minimum requirements. As of September 30, 2022 and December 31, 2021, the Company had pledged $2.3 million as collateral related to its workers’ compensation policy.

4.COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

The Company’s costs and estimated earnings on uncompleted contracts are comprised of the following:



	As of		As of
	September 30, 2022		December 31, 2021

	(in thousands)
Costs incurred on uncompleted contracts	$	119,320	$	75,967
Estimated earnings		44,147		28,851
Billings to date		(98,398)		(61,628)
	$	65,069	$	43,190

These amounts are included in the Consolidated Balance Sheets under the following captions:



	As of		As of
	September 30, 2022		December 31, 2021

	(in thousands)
Costs and estimated earnings in excess of billings on uncompleted contracts	$	81,665	$	48,844
Billings in excess of costs and estimated earnings on
uncompleted contracts (included in Other current liabilities)		(16,596)		(5,654)
	$	65,069	$	43,190

At September 30, 2022 and December 31, 2021, the eight largest customers comprised 99.8% and 98.8%, respectively, of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings.

5.PREPAID EXPENSES AND OTHER CURRENT ASSETS AND OTHER ASSETS

The Company’s prepaid expenses and other current assets are comprised of the following:



	As of		As of
	September 30, 2022		December 31, 2021

		(in thousands)
Short-term investments	$	21,139	$	778
Prepaid real estate taxes		4,500		3,331
Prepaid taxes		7,070		11,096
Other current assets		22,096		15,608
Total prepaid expenses and other current assets	$	54,805	$	30,813

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The Company’s other assets are comprised of the following:



	As of		As of
	September 30, 2022		December 31, 2021

		(in thousands)
Straight-line rent receivable	$	378,836	$	348,519
Interest rate swap asset ⁽¹⁾		189,150		60,324
Loans receivable		38,359		37,376
Deferred lease costs, net		7,512		6,345
Deferred tax asset - long term		30,705		51,918
Long-term investments		44,025		47,889
Other		55,615		23,273
Total other assets	$	744,202	$	575,644

(1)Refer to Note 17 for more information on the Company’s interest rate swaps.

6.ACQUISITIONS

The following table summarizes the Company’s acquisition activity:



	For the three months				For the nine months
	ended September 30,				ended September 30,
	2022		2021		2022		2021

	(in thousands)
Acquisitions of towers and related intangible assets ⁽¹⁾⁽²⁾	$	57,439	$	48,255	$	343,967	$	217,140
Acquisition of right-of-use assets ⁽³⁾		—		694		2,220		948,392
Land buyouts and other assets ⁽⁴⁾⁽⁵⁾		7,704		8,954		72,534		22,222
Total cash acquisition capital expenditures	$	65,143	$	57,903	$	418,721	$	1,187,754

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

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

(3)During the nine months ended September 30, 2021, the Company acquired the exclusive right to lease and operate utility transmission structures, which included existing wireless tenant licenses from PG&E for $969.9 million. The difference between the purchase price and the cash acquisition amount is due to working capital adjustments. The Company accounted for the payment with respect to these sites as a right-of-use asset, which is recorded in acquired and other right of use assets, net on its Consolidated Balance Sheets. The payments associated with the right of use assets will be amortized over 70 years.

(4)In addition, the Company paid $4.3 million and $4.1 million for ground lease extensions and term easements on land underlying the Company’s towers during the three months ended September 30, 2022 and 2021, respectively, and paid $10.6 million and $11.3 million for ground lease extensions and term easements on land underlying the Company’s towers during the nine months ended September 30, 2022 and 2021, respectively. The Company recorded these amounts in prepaid rent on its Consolidated Balance Sheets.

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

During the nine months ended September 30, 2022, the Company acquired 2,148 towers and related assets and liabilities consisting of $117.9 million of property and equipment, net, $194.5 million of intangible assets, net, $119.7 million of operating lease right-of-use assets, net, $36.6 million of acquired and other right-of-use assets, net, $24.3 million of acquisition related holdbacks, $101.4 million of long-term lease liabilities, and $1.0 million of other net assets assumed. All acquisitions in the nine months ended September 30, 2022 were accounted for as asset acquisitions except for one acquisition, purchased for $49.9 million in cash which was accounted for as a business combination.

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

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

The maximum potential obligation related to contingent consideration for acquisitions were $10.5 million and $11.6 million as of September 30, 2022 and December 31, 2021, respectively. No such amounts have been recorded on the Company’s Consolidated Balance Sheet.

7.PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:



	As of		As of
	September 30, 2022		December 31, 2021

	(in thousands)
Towers and related assets ⁽¹⁾	$	5,544,056	$	5,323,803
Construction-in-process ⁽²⁾		72,470		47,565
Furniture, equipment, and vehicles		65,196		59,939
Land, buildings, and improvements		875,996		848,051
Total property and equipment		6,557,718		6,279,358
Less: accumulated depreciation		(3,899,352)		(3,703,871)
Property and equipment, net	$	2,658,366	$	2,575,487

(1)Includes amounts related to the Company’s data centers.

(2)Construction-in-process represents costs incurred related to towers and other assets that are under development and will be used in the Company’s site leasing operations.

Depreciation expense was $68.3 million and $66.2 million for the three months ended September 30, 2022 and 2021, respectively, and $205.0 million and $206.0 million for the nine months ended September 30, 2022 and 2021, respectively. At September 30, 2022 and December 31, 2021, unpaid capital expenditures that are included in accounts payable and accrued expenses were $12.7 million and $7.3 million, respectively.

8.INTANGIBLE ASSETS, NET

The following table provides the gross and net carrying amounts for each major class of intangible assets:



	As of September 30, 2022						As of December 31, 2021
	Gross carrying		Accumulated		Net book		Gross carrying		Accumulated		Net book
	amount		amortization		value		amount		amortization		value

	(in thousands)
Current contract intangibles	$	5,035,013	$	(2,974,375)	$	2,060,638	$	4,890,427	$	(2,749,594)	$	2,140,833
Network location intangibles		1,839,563		(1,198,262)		641,301		1,783,640		(1,121,226)		662,414
Intangible assets, net	$	6,874,576	$	(4,172,637)	$	2,701,939	$	6,674,067	$	(3,870,820)	$	2,803,247

All intangible assets noted above are included in the Company’s site leasing segment. Amortization expense relating to the intangible assets above was $100.4 million and $100.3 million for the three months ended September 30, 2022 and 2021, respectively, and $303.0 million and $313.2 million for the nine months ended September 30, 2022 and 2021, respectively.

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9.ACCRUED EXPENSES

The Company’s accrued expenses are comprised of the following:



	As of		As of
	September 30, 2022		December 31, 2021

	(in thousands)
Salaries and benefits	$	25,161	$	24,962
Real estate and property taxes		10,118		8,336
Unpaid capital expenditures		12,666		7,295
Acquisition related holdbacks		25,408		957
Other		22,823		26,520
Total accrued expenses	$	96,176	$	68,070

10.DEBT

The principal values, fair values, and carrying values of debt consist of the following (in thousands):



		As of						As of
		September 30, 2022						December 31, 2021
	Maturity Date	Principal ‎Balance		Fair Value		Carrying ‎Value		Principal ‎Balance		Fair Value		Carrying ‎Value
Revolving Credit Facility	Jul. 7, 2026	$	410,000	$	410,000	$	410,000	$	350,000	$	350,000	$	350,000
2018 Term Loan	Apr. 11, 2025		2,298,000		2,231,933		2,289,183		2,316,000		2,289,945		2,304,697
2014-2C Tower Securities ⁽¹⁾	Oct. 8, 2024		620,000		603,359		617,845		620,000		641,793		617,095
2018-1C Tower Securities ⁽¹⁾	Mar. 9, 2023		640,000		636,070		639,181		640,000		650,163		637,812
2019-1C Tower Securities ⁽¹⁾	Jan. 12, 2025		1,165,000		1,103,989		1,159,249		1,165,000		1,174,728		1,157,446
2020-1C Tower Securities ⁽¹⁾	Jan. 9, 2026		750,000		685,043		745,120		750,000		746,498		744,052
2020-2C Tower Securities ⁽¹⁾	Jan. 11, 2028		600,000		536,328		595,381		600,000		605,268		594,774
2021-1C Tower Securities ⁽¹⁾	Nov. 9, 2026		1,165,000		1,029,872		1,155,337		1,165,000		1,144,846		1,153,700
2021-2C Tower Securities ⁽¹⁾	Apr. 9, 2027		895,000		786,034		887,172		895,000		883,213		886,116
2021-3C Tower Securities ⁽¹⁾	Oct. 9, 2031		895,000		753,393		886,429		895,000		902,446		885,976
2020 Senior Notes	Feb. 15, 2027		1,500,000		1,337,610		1,486,293		1,500,000		1,550,790		1,484,178
2021 Senior Notes	Feb. 1, 2029		1,500,000		1,217,535		1,488,059		1,500,000		1,446,975		1,486,848
Total debt		$	12,438,000	$	11,331,166	$	12,359,249	$	12,396,000	$	12,386,665	$	12,302,694
Less: current maturities of long-term debt							(663,181)						(24,000)
Total long-term debt, net of current maturities						$	11,696,068					$	12,278,694

(1)The maturity date represents the anticipated repayment date for each issuance.

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The table below reflects cash and non-cash interest expense amounts recognized by debt instrument for the periods presented:



	Interest	For the three months ended September 30,								For the nine months ended September 30,
	Rates as of	2022				2021				2022				2021
	September 30,	Cash		Non-cash		Cash		Non-cash		Cash		Non-cash		Cash		Non-cash
	2022	Interest		Interest		Interest		Interest		Interest		Interest		Interest		Interest

										(in thousands)
Revolving Credit Facility	4.540%	$	4,896	$	—	$	996	$	—	$	10,778	$	—	$	4,717	$	—
2018 Term Loan ⁽¹⁾	2.328%		13,038		11,440		11,156		11,441		35,565		34,318		33,220		34,314
2013-2C Tower Securities	—		—		—		5,396		—		—		—		16,188		—
2014-2C Tower Securities	3.869%		6,046		—		6,046		—		18,138		—		18,138		—
2017-1C Tower Securities	—		—		—		—		—		—		—		9,201		—
2018-1C Tower Securities	3.448%		5,570		—		5,570		—		16,711		—		16,711		—
2019-1C Tower Securities	2.836%		8,357		—		8,357		—		25,072		—		25,072		—
2020-1C Tower Securities	1.884%		3,598		—		3,598		—		10,793		—		10,793		—
2020-2C Tower Securities	2.328%		3,540		—		3,540		—		10,619		—		10,619		—
2021-1C Tower Securities	1.631%		4,870		—		4,850		—		14,567		—		7,401		—
2021-2C Tower Securities	1.840%		4,196		—		—		—		12,587		—		—		—
2021-3C Tower Securities	2.593%		5,873		—		—		—		17,619		—		—		—
2016 Senior Notes	—		—		—		13,406		293		—		—		40,219		869
2017 Senior Notes	—		—		—		—		—		—		—		2,333		—
2020 Senior Notes	3.875%		14,531		88		14,531		86		43,594		264		43,594		253
2021 Senior Notes	3.125%		11,719		—		11,719		—		35,156		—		31,510		—
Other			727		—		34		—		2,329		—		123		—
Total		$	86,961	$	11,528	$	89,199	$	11,820	$	253,528	$	34,582	$	269,839	$	35,436

(1)The 2018 Term Loan has a blended rate of 2.328%, which includes the impact of the interest rate swap entered into on August 4, 2020, which swapped $1.95 billion of notional value accruing interest at one month LIBOR plus 175 basis points for a fixed rate of 1.874% per annum through the maturity date of the 2018 Term Loan. Excluding the impact of the interest rate swap, the 2018 Term Loan was accruing interest at 4.870% as of September 30, 2022. Refer to Note 17 for more information on the Company’s interest rate swap.

Revolving Credit Facility under the Senior Credit Agreement

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



		Unused	Financial Covenant
	Interest Rate	Commitment	Compliance
	as of	Fee as of	Status as of
	September 30, 2022 ⁽¹⁾	September 30, 2022 ⁽²⁾	September 30, 2022

Revolving Credit Facility	4.540%	0.190%	In Compliance

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

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

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



	For the three months				For the nine months
	ended September 30,				ended September 30,
	2022		2021		2022		2021

Beginning outstanding balance	$	530,000	$	85,000	$	350,000	$	380,000
Borrowings		—		—		330,000		810,000
Repayments		(120,000)		(85,000)		(270,000)		(1,190,000)
Ending outstanding balance	$	410,000	$	—	$	410,000	$	—

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

Term Loan under the Senior Credit Agreement

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

Secured Tower Revenue Securities

As of September 30, 2022, the entities that are borrowers on the mortgage loan (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. The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of the Borrowers.

11.SHAREHOLDERS’ EQUITY

Common Stock Equivalents

The Company has outstanding stock options, time-based restricted stock units (“RSUs”), and performance-based restricted stock units (“PSUs”) which were considered in the Company’s diluted earnings per share calculation (see Note 15).

Stock Repurchases

The Company’s Board of Directors authorizes the Company to purchase, from time to time, outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 under the Exchange Act, and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements, and other factors. Once authorized, the repurchase plan has no time deadline and will continue until otherwise modified or terminated by the Company’s Board of Directors at any time in its sole discretion. Shares repurchased are retired. On October 28, 2021, the Company’s Board of Directors authorized a new $1.0 billion stock repurchase plan, replacing the prior plan authorized on November 2, 2020, which had a remaining authorization of $125.1 million. As of the date of this filing, the Company had $504.7 million of authorization remaining under the new plan.

The following is a summary of the Company’s share repurchases:


	For the three months				For the nine months
	ended September 30,				ended September 30,
	2022		2021		2022		2021

Total number of shares purchased (in millions) ⁽¹⁾		—		0.4		1.3		1.1
Average price paid per share ⁽¹⁾	$	—	$	340.70	$	332.00	$	291.48
Total price paid (in millions) ⁽¹⁾	$	—	$	150.0	$	431.6	$	318.9

(1)Amounts reflected are based on the trade date and differ from the Consolidated Statements of Cash Flows which reflects share repurchases based on the settlement date.

Dividends

For the nine months ended September 30, 2022, the Company paid the following cash dividends:



	Payable to Shareholders
	of Record at the Close	Cash Paid	Aggregate Amount
Date Declared	of Business on	Per Share	Paid	Date Paid

February 27, 2022	March 10, 2022	$0.71	$76.9 million	March 25, 2022
April 24, 2022	May 19, 2022	$0.71	$76.6 million	June 14, 2022
July 31, 2022	August 25, 2022	$0.71	$76.7 million	September 20, 2022

Dividends paid in 2022 were ordinary taxable dividends.

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Subsequent to September 30, 2022, the Company declared the following cash dividends:



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

October 30, 2022	November 17, 2022	$0.71	December 15, 2022

12.STOCK-BASED COMPENSATION

Stock Options

The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model with the assumptions included in the table below. The Company uses a combination of historical data and historical volatility to establish the expected volatility, as well as to estimate the expected option life. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. The following assumptions were used to estimate the fair value of options granted using the Black-Scholes option-pricing model:



									For the nine
									months ended
									September 30, 2022

Risk free interest rate									2.53%
Dividend yield									0.9%
Expected volatility									27%
Expected lives									4.3 years

The following table summarizes the Company’s activities with respect to its stock option plans for the nine months ended September 30, 2022 as follows (dollars and shares in thousands, except for per share data):



		Weighted-		Weighted-Average
		Average		Remaining
	Number	Exercise Price		Contractual	Aggregate
	of Shares	Per Share		Life (in years)	Intrinsic Value
Outstanding at December 31, 2021	1,899	$	157.76
Granted	10	$	328.99
Exercised	(203)	$	142.94
Forfeited/canceled	(3)	$	173.16
Outstanding at September 30, 2022	1,703	$	160.49	2.7	$	211,774
Exercisable at September 30, 2022	1,436	$	155.10	2.5	$	186,080
Unvested at September 30, 2022	267	$	189.63	3.7	$	25,694

The weighted-average per share fair value of options granted during the nine months ended September 30, 2022 was $82.28. The total intrinsic value for options exercised during the nine months ended September 30, 2022 was $40.3 million.

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Restricted Stock Units and Performance-Based Restricted Stock Units

The following table summarizes the Company’s RSU and PSU activity for the nine months ended September 30, 2022:



	RSUs			PSUs ⁽¹⁾
		Weighted-Average			Weighted-Average
	Number of	Grant Date Fair		Number of	Grant Date Fair
	Shares	Value per Share		Shares	Value per Share
	(in thousands)			(in thousands)
Outstanding at December 31, 2021	243	$	230.20	298	$	304.46
Granted	105	$	329.40	140	$	389.44
Vested	(116)	$	219.41	(2)	$	330.97
Forfeited/canceled	(8)	$	281.00	(6)	$	329.07
Outstanding at September 30, 2022	224	$	280.87	430	$	332.30

(1)PSUs represent the target number of shares granted that are issuable at the end of the three year performance period. Fair value for a portion of the PSUs was calculated using a Monte Carlo simulation model.

13.INCOME TAXES

The primary reasons for the difference between the Company’s effective tax rate and the U.S. statutory rate are the Company’s REIT election and the Company’s full valuation allowance on the net deferred tax assets of the U.S. taxable REIT subsidiary (“TRS”). The TRS has concluded that a full valuation allowance is appropriate for the current period. A foreign tax provision is recognized because certain foreign subsidiaries of the Company have profitable operations or are in a net deferred tax liability position.

The Company elected to be taxed as a REIT commencing with its taxable year ended December 31, 2016. As a REIT, the Company generally will be entitled to a deduction for dividends that it pays, and therefore, not subject to U.S. federal corporate income tax on that portion of its net income that it distributes to its shareholders. As a REIT, the Company will continue to pay U.S. federal income tax on earnings, if any, from assets and operations held through its TRSs. These assets and operations currently consist primarily of the Company’s site development services and its international operations. The Company’s international operations would continue to be subject, as applicable, to foreign taxes in the jurisdictions in which those operations are located. The Company may also be subject to a variety of taxes, including payroll taxes and state, local, and foreign income, property, and other taxes on its assets and operations. The Company’s determination as to the timing and amount of future dividend distributions will be based on a number of factors, including REIT distribution requirements, its existing federal net operating losses (“NOLs”) of approximately $654.7 million as of December 31, 2021, the Company’s financial condition, earnings, debt covenants, and other possible uses of such funds. The Company may use these NOLs to offset its REIT taxable income, and thus any required distributions to shareholders may be reduced or eliminated until such time as the NOLs have been fully utilized.

14.SEGMENT DATA

The Company operates principally in two business segments: site leasing and site development. The Company’s site leasing business includes two reportable segments, domestic site leasing and international site leasing. The Company’s business segments are strategic business units that offer different services. They are managed separately based on the fundamental differences in their operations. The site leasing segment includes results of the managed and sublease businesses. The site development segment includes the results of both consulting and construction related activities. The Company’s Chief Operating Decision Maker utilizes segment operating profit and operating income as his two measures of segment profit in assessing performance and allocating resources at the reportable segment level. The Company has applied the aggregation criteria to operations within the international site leasing segment on a basis that is consistent with management’s review of information and performance evaluations of the individual markets in this region.

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Revenues, cost of revenues (exclusive of depreciation, accretion and amortization), capital expenditures (including assets acquired through the issuance of shares of the Company’s Class A common stock) and identifiable assets pertaining to the segments in which the Company continues to operate are presented below.



	Domestic Site		Int'l Site		Site
	Leasing		Leasing		Development		Other		Total

For the three months ended September 30, 2022	(in thousands)
Revenues ⁽¹⁾	$	449,595	$	137,707	$	88,282	$	—	$	675,584
Cost of revenues ⁽²⁾		66,423		45,590		65,540		—		177,553
Operating profit		383,172		92,117		22,742		—		498,031
Selling, general, and administrative expenses		26,189		14,952		5,711		18,991		65,843
Acquisition and new business initiatives
related adjustments and expenses		4,318		2,526		—		—		6,844
Asset impairment and decommission costs		7,835		697		—		—		8,532
Depreciation, amortization and accretion		122,149		49,530		624		1,522		173,825
Operating income (loss)		222,681		24,412		16,407		(20,513)		242,987
Other expense (principally interest
expense and other expense)								(140,342)		(140,342)
Income before income taxes										102,645
Cash capital expenditures ⁽³⁾		48,522		73,007		1,367		933		123,829

For the three months ended September 30, 2021
Revenues ⁽¹⁾	$	426,758	$	108,734	$	53,813	$	—	$	589,305
Cost of revenues ⁽²⁾		65,260		33,406		41,357		—		140,023
Operating profit		361,498		75,328		12,456		—		449,282
Selling, general, and administrative expenses		27,983		9,272		4,791		8,954		51,000
Acquisition and new business initiatives
related adjustments and expenses		2,911		2,819		—		—		5,730
Asset impairment and decommission costs		6,113		3,747		—		—		9,860
Depreciation, amortization and accretion		123,705		45,035		565		1,611		170,916
Operating income (loss)		200,786		14,455		7,100		(10,565)		211,776
Other expense (principally interest
expense and other expense)								(174,812)		(174,812)
Income before income taxes										36,964
Cash capital expenditures ⁽³⁾		39,062		51,897		221		1,755		92,935

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	Domestic Site		Int'l Site		Site
	Leasing		Leasing		Development		Other		Total

For the nine months ended September 30, 2022	(in thousands)
Revenues ⁽¹⁾	$	1,324,666	$	402,301	$	220,393	$	—	$	1,947,360
Cost of revenues ⁽²⁾		197,995		132,687		165,809		—		496,491
Operating profit		1,126,671		269,614		54,584		—		1,450,869
Selling, general, and administrative expenses		75,787		45,519		16,445		53,490		191,241
Acquisition and new business initiatives
related adjustments and expenses		10,705		8,071		—		—		18,776
Asset impairment and decommission costs		20,407		5,158		—		—		25,565
Depreciation, amortization and accretion		367,853		150,008		1,831		4,849		524,541
Operating income (loss)		651,919		60,858		36,308		(58,339)		690,746
Other expense (principally interest
expense and other expense)								(293,728)		(293,728)
Income before income taxes										397,018
Cash capital expenditures ⁽³⁾		182,494		380,072		4,061		4,143		570,770

For the nine months ended September 30, 2021
Revenues ⁽¹⁾	$	1,249,291	$	315,523	$	148,882	$	—	$	1,713,696
Cost of revenues ⁽²⁾		194,455		95,055		116,172		—		405,682
Operating profit		1,054,836		220,468		32,710		—		1,308,014
Selling, general, and administrative expenses		85,240		26,553		14,574		30,179		156,546
Acquisition and new business initiatives
related adjustments and expenses		10,839		6,686		—		—		17,525
Asset impairment and decommission costs		12,674		5,740		—		146		18,560
Depreciation, amortization and accretion		390,730		132,900		1,727		4,909		530,266
Operating income (loss)		555,353		48,589		16,409		(35,234)		585,117
Other expense (principally interest
expense and other expense)								(380,903)		(380,903)
Income before income taxes										204,214
Cash capital expenditures ⁽³⁾		1,186,791		87,572		1,812		3,751		1,279,926



	Domestic Site		Int'l Site		Site
	Leasing		Leasing ⁽¹⁾		Development		Other ⁽⁴⁾		Total

Assets	(in thousands)
As of September 30, 2022	$	6,400,854	$	3,055,310	$	125,512	$	367,338	$	9,949,014
As of December 31, 2021	$	6,628,156	$	2,870,503	$	87,410	$	215,630	$	9,801,699

(1)For the three months ended September 30, 2022 and 2021, site leasing revenue in Brazil was $70.7 million and $60.7 million, respectively. For the nine months ended September 30, 2022 and 2021, site leasing revenue in Brazil was $209.8 million and $174.5 million, respectively. Other than Brazil, no foreign country represented a material amount of the Company’s total revenues in any of the periods presented. Total long-lived assets in Brazil were $0.9 billion as of September 30, 2022 and December 31, 2021.

(2)Excludes depreciation, amortization, and accretion.

(3)Includes cash paid for capital expenditures, acquisitions, and right-of-use assets.

(4)Assets in Other consist primarily of general corporate assets and short-term investments.

15.EARNINGS PER SHARE

Basic earnings per share was computed by dividing net income attributable to SBA Communications Corporation by the weighted-average number of shares of Class A common stock outstanding for each respective period. Diluted earnings per share was calculated by dividing net income attributable to SBA Communications Corporation by the weighted-average number of shares of Class A common stock outstanding adjusted for any dilutive Class A common stock equivalents, including unvested RSUs, PSUs, and shares issuable upon exercise of stock options as determined under the “Treasury Stock” method.

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The following table sets forth basic and diluted net income per common share attributable to common shareholders for the three and nine months ended September 30, 2022 and 2021 (in thousands, except per share data):



	For the three months				For the nine months
	ended September 30,				ended September 30,
	2022		2021		2022		2021
Numerator:
Net income attributable to SBA
Communications Corporation	$	100,009	$	47,798	$	358,150	$	188,720
Denominator:
Basic weighted-average shares outstanding		107,916		109,577		107,950		109,487
Dilutive impact of stock options, RSUs, and PSUs		1,442		1,988		1,466		1,842
Diluted weighted-average shares outstanding		109,358		111,565		109,416		111,329
Net income per common share attributable to SBA
Communications Corporation:
Basic	$	0.93	$	0.44	$	3.32	$	1.72
Diluted	$	0.91	$	0.43	$	3.27	$	1.70

For the three and nine months ended September 30, 2022 and 2021, the diluted weighted-average number of common shares outstanding excluded an immaterial number of shares issuable upon exercise of the Company’s stock options because the impact would be anti-dilutive.

16. REDEEMABLE NONCONTROLLING INTERESTS

The Company allocates income and losses to its redeemable noncontrolling interest holders based on the applicable membership interest percentage. At each reporting period, the redeemable noncontrolling interest is recognized at the greater of (1) the initial carrying amount of the noncontrolling interest as adjusted for accumulated income or loss attributable to the noncontrolling interest holder, or (2) the redemption value as of the balance sheet date. Adjustments to the carrying amount of redeemable noncontrolling interest are charged against retained earnings (or additional paid-in capital if there are no retained earnings). The fair value of the redeemable noncontrolling interest is estimated using Level 3 inputs.

The components of redeemable noncontrolling interests as of September 30, 2022 are as follows (in thousands):



	September 30,		December 31,
	2022		2021

Beginning balance	$	17,250	$	15,194
Net loss attributable to noncontrolling interests		(929)		—
Foreign currency translation adjustments		(201)		—
Purchase of noncontrolling interests		—		(18,000)
Contribution from joint venture partner		—		17,250
Adjustment to redemption amount		24,495		2,806
Ending balance	$	40,615	$	17,250

17.DERIVATIVES AND HEDGING ACTIVITIES

The Company enters into interest rate swaps to hedge the future interest expense from variable rate debt and reduce the Company’s exposure to fluctuations in interest rates. On August 4, 2020, the Company, through its wholly owned subsidiary, SBA Senior Finance II, terminated an existing $1.95 billion cash flow hedge on a portion of its 2018 Term Loan in exchange for a payment of $176.2 million. On the same date, the Company entered into an interest rate swap for $1.95 billion of notional value accruing interest at one month LIBOR plus 175 basis points for a fixed rate of 1.874% per annum through the maturity date of the 2018 Term Loan. The Company designated this interest rate swap as a cash flow hedge as it is expected to be highly effective at offsetting changes in cash flows of the LIBOR based component interest payments of its 2018 Term Loan. As of September 30, 2022, the hedge remains highly effective; therefore, changes in fair value are recorded in Accumulated other comprehensive loss, net. As of September 30, 2022 and December 31, 2021, the interest rate swap had a fair value of $189.2 million and $60.3 million, respectively, and is recorded in Other assets on the Consolidated Balance Sheets.

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On August 4, 2020, the Company also terminated its existing interest rate swaps, which were previously de-designated as cash flow hedges. There was no cash transferred in connection with the termination of these swaps. The Company reclassifies the fair value of its interest rate swaps recorded in Accumulated other comprehensive loss, net on their de-designation date to non-cash interest expense on the Consolidated Statements of Operations over their respective remaining term end dates, which range from 2023 to 2025.

Accumulated other comprehensive loss, net includes an aggregate $114.7 million gain and a $47.8 million loss as of September 30, 2022 and December 31, 2021, respectively.

The Company is exposed to counterparty credit risk to the extent that a counterparty fails to meet the terms of a contract. The Company’s exposure is limited to the current value of the contract at the time the counterparty fails to perform.

The cash flows associated with these activities are reported in Net cash provided by operating activities on the Consolidated Statements of Cash Flows with the exception of the termination of interest rate swaps, which are recorded in Net cash used in financing activities.

The table below outlines the effects of the Company’s derivatives on the Consolidated Statements of Operations and Consolidated Statements of Shareholders’ Deficit for the three and nine months ended September 30, 2022 and 2021.



	For the three months				For the nine months
	ended September 30,				ended September 30,
	2022		2021		2022		2021

Cash Flow Hedge - Interest Rate Swap Agreement	(in thousands)
Change in fair value recorded in Accumulated other comprehensive loss, net	$	42,114	$	(1,324)	$	128,826	$	24,586

Derivatives Not Designated as Hedges - Interest Rate Swap Agreements
Amount reclassified from Accumulated other comprehensive
loss, net into Non-cash interest expense	$	11,222	$	11,222	$	33,665	$	33,665

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

We are a leading independent owner and operator of wireless communications infrastructure, including tower structures, rooftops, and other structures that support antennas used for wireless communications, which we collectively refer to as “towers” or “sites.” Our principal operations are in the United States and its territories. In addition, we own and operate towers in South America, Central America, Canada, South Africa, the Philippines, and Tanzania. Our primary business line is our site leasing business, which contributed 96.3% of our total segment operating profit for the nine months ended September 30, 2022. In our site leasing business, we (1) lease space to wireless service providers and other customers on assets that we own or operate and (2) manage rooftop and tower sites for property owners under various contractual arrangements. As of September 30, 2022, we owned 36,519 towers, a substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers. Our other business line is our site development business, through which we assist wireless service providers in developing and maintaining their own wireless service networks.

Site Leasing

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts in the United States, South America, Central America, Canada, South Africa, the Philippines, and Tanzania. As of September 30, 2022, no U.S. state or territory accounted for more than 10% of our total tower portfolio by tower count, and no U.S. state or territory accounted for more than 10% of our total revenues for the nine months ended September 30, 2022. In addition, as of September 30, 2022, approximately 30% of our total towers are located in Brazil and no other international markets (each country is considered a market) represented more than 5% of our total towers.

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

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

Cost of site leasing revenue primarily consists of:

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

Property taxes;

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

Utilities;

Property insurance;

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

Lease initial direct cost amortization.

Ground leases and other property interests are generally for an initial term of five years or more with multiple renewal periods, which are at our option. Our ground leases either (1) contain specific annual rent escalators, (2) escalate annually in accordance with an inflationary index or (3) escalate using a combination of fixed and inflation adjusted escalators. As of September 30, 2022, approximately 72% of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a leasehold interest that extends beyond 20 years. For any given tower, costs are relatively fixed over a monthly or an annual time period. As such, operating costs for owned towers do not generally increase as a result of adding additional customers to the tower. The amount of property taxes varies from site to site depending on the taxing jurisdiction and the height and age of the tower. The ongoing maintenance requirements are typically minimal and include replacing lighting systems, painting a tower, or upgrading or repairing an access road or fencing.

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

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



	For the three months ended				For the nine months ended
Segment operating profit as a percentage of	September 30,				September 30,

total operating profit	2022		2021		2022		2021

Domestic site leasing		76.9%		80.5%		77.7%		80.6%
International site leasing		18.5%		16.7%		18.6%		16.9%
Total site leasing		95.4%		97.2%		96.3%		97.5%

We believe that the site leasing business continues to be attractive due to its long-term contracts, built-in rent escalators, high operating margins, and low customer churn (which refers to when a customer does not renew its lease or cancels its lease prior to the end of its term) other than in connection with customer consolidation. We believe that over the long-term, site leasing revenues will continue to grow as wireless service providers lease additional antenna space on our towers due to increasing minutes of network use and data transfer, network expansion and network coverage requirements.

During the remainder of 2022, we expect organic site leasing revenue in both our domestic and international segments to increase over 2021 levels due in part to wireless carriers deploying unused spectrum. We believe our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs and minimal non-discretionary capital expenditures. Due to the relatively young age and mix of our tower portfolio, we expect future expenditures required to maintain these towers to be minimal. Consequently, we expect to grow our cash flows by (1) adding tenants to our towers at minimal incremental costs by using existing tower capacity or requiring wireless service providers to bear all or a portion of the cost of tower modifications and (2) executing monetary amendments as wireless service providers add or upgrade their equipment. Furthermore, because our towers are strategically positioned, we have historically experienced low tenant lease terminations as a percentage of revenue other than in connection with customer consolidation or cessations of a specific technology.

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Site Development

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

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

Capital Allocation Strategy

Our capital allocation strategy is aimed at increasing shareholder value through investment in quality assets that meet our return criteria, stock repurchases when we believe our stock price is below its intrinsic value, and by returning cash generated by our operations in the form of cash dividends. While the addition of a cash dividend to our capital allocation strategy in 2019 has provided us with a new tool to return value to our shareholders, we continue to believe that our priority is to make investments focused on increasing Adjusted Funds From Operations per share. Key elements of our capital allocation strategy include:

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

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

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

Critical Accounting Policies and Estimates

We have identified the policies and significant estimation processes listed below and in our Annual Report on Form 10-K as critical to our business operations and the understanding of our results of operations. The listing is not intended to be a comprehensive list. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. The impact and any associated risks related to these policies on our business operations is discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” where such policies affect reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see Note 2 of our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2021. Our preparation of our financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting periods. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. There can be no assurance that actual results will not differ from those estimates and such differences could be significant.

RESULTS OF OPERATIONS

This report presents our financial results and other financial metrics on a GAAP basis and with respect to our international and consolidated results after eliminating the impact of changes in foreign currency exchange rates. We believe that providing these financial results and metrics on a constant currency basis, which are non-GAAP measures, gives management and investors the ability

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to evaluate the performance of our business without the impact of foreign currency exchange rate fluctuations. We eliminate the impact of changes in foreign currency exchange rates by dividing the current period’s financial results by the average monthly exchange rates of the prior year period, as well as by eliminating the impact of realized and unrealized gains and losses on our intercompany loans.

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

Revenues and Segment Operating Profit:



	For the three months ended								Constant
	September 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

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

Revenues

Domestic site leasing revenues increased $22.8 million for the three months ended September 30, 2022, as compared to the prior year, primarily due to (1) organic site leasing growth, primarily from monetary lease amendments for additional equipment added to our towers as well as new leases and contractual rent escalators and (2) revenues from 103 towers acquired and 9 towers built since July 1, 2021, partially offset by lease non-renewals.

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

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

Operating Profit

Domestic site leasing segment operating profit increased $21.7 million for the three months ended September 30, 2022, as compared to the prior year, primarily due to additional profit generated by (1) towers acquired and built since July 1, 2021 and organic site leasing growth as noted above, (2) continued control of our site leasing cost of revenue, and (3) the positive impact of our ground lease purchase program.

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

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

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

Selling, General, and Administrative Expenses:



	For the three months ended								Constant
	September 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

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

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

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

Asset Impairment and Decommission Costs:



	For the three months ended								Constant
	September 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
Domestic site leasing	$	7,835	$	6,113	$	—	$	1,722		28.2%
International site leasing		697		3,747		(42)		(3,008)		(80.3%)
Total	$	8,532	$	9,860	$	(42)	$	(1,286)		(13.0%)

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

Depreciation, Accretion, and Amortization Expense:



	For the three months ended								Constant
	September 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
Domestic site leasing	$	122,149	$	123,705	$	—	$	(1,556)		(1.3%)
International site leasing		49,530		45,035		(1,050)		5,545		12.3%
Total site leasing	$	171,679	$	168,740	$	(1,050)	$	3,989		2.4%
Site development		624		565		—		59		10.4%
Other		1,522		1,611		—		(89)		(5.5%)
Total	$	173,825	$	170,916	$	(1,050)	$	3,959		2.3%

Domestic site leasing depreciation, accretion, and amortization expense decreased $1.6 million for the three months ended September 30, 2022, as compared to the prior year. This change was primarily due to the impact of assets that became fully

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depreciated since the prior year period, partially offset by an increase in the number of towers we acquired and built since July 1, 2021.

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

Operating Income (Expense):



	For the three months ended								Constant
	September 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

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

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

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

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

Other Income (Expense):



	For the three months ended								Constant
	September 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

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

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

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

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

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(Provision) Benefit for Income Taxes:



	For the three months ended								Constant
	September 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
(Provision) benefit for income taxes	$	(2,883)	$	10,834	$	(10,792)	$	(2,925)		24.3%

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

Net Income:



	For the three months ended								Constant
	September 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
Net income	$	99,762	$	47,798	$	19,165	$	32,799		35.1%

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

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

Revenues and Segment Operating Profit:



	For the nine months ended								Constant
	September 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

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

Revenues

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

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

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

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

Operating Profit

Domestic site leasing segment operating profit increased $71.8 million for the nine months ended September 30, 2022, as compared to the prior year, primarily due to additional profit generated by (1) towers acquired and built since January 1, 2021 and organic site leasing growth as noted above, (2) continued control of our site leasing cost of revenue, and (3) the positive impact of our ground lease purchase program.

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

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

Selling, General, and Administrative Expenses:



	For the nine months ended								Constant
	September 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

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

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

Asset Impairment and Decommission Costs:



	For the nine months ended								Constant
	September 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
Domestic site leasing	$	20,407	$	12,674	$	—	$	7,733		61.0%
International site leasing		5,158		5,740		(89)		(493)		(8.6%)
Total site leasing	$	25,565	$	18,414	$	(89)	$	7,240		39.3%
Other		—		146		—		(146)		(100.0%)
Total	$	25,565	$	18,560	$	(89)	$	7,094		38.2%

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

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impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers due in part to increased churn from Sprint.

Depreciation, Accretion, and Amortization Expenses:



	For the nine months ended								Constant
	September 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
Domestic site leasing	$	367,853	$	390,730	$	—	$	(22,877)		(5.9%)
International site leasing		150,008		132,900		1,066		16,042		12.1%
Total site leasing	$	517,861	$	523,630	$	1,066	$	(6,835)		(1.3%)
Site development		1,831		1,727		—		104		6.0%
Other		4,849		4,909		—		(60)		(1.2%)
Total	$	524,541	$	530,266	$	1,066	$	(6,791)		(1.3%)

Domestic site leasing depreciation, accretion, and amortization expense decreased $22.9 million for the nine months ended September 30, 2022, as compared to the prior year. These changes were primarily due to the impact of assets that became fully depreciated since the prior year period, partially offset by an increase in the number of towers we acquired and built since January 1, 2021.

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

Operating Income (Expense):



	For the nine months ended								Constant
	September 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

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

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

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

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

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Other Income (Expense):



	For the nine months ended								Constant
	September 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

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

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

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

Loss from extinguishment of debt was $13.7 million for the nine months ended September 30, 2021 representing the payment of a $7.5 million call premium and the write-off of $4.2 million of the unamortized financing fees related to the redemption of the 2017 Senior Notes in February 2021, as well as the write-off of $2.0 million of unamortized financing fees related to the repayment of the 2017-1C in May 2021.

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

Provision for Income Taxes:



	For the nine months ended								Constant
	September 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
Provision for income taxes	$	(39,797)	$	(15,494)	$	(21,543)	$	(2,760)		9.2%

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

Net Income (Loss):



	For the nine months ended								Constant
	September 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
Net income	$	357,221	$	188,720	$	30,527	$	137,974		63.4%

Net income increased $168.5 million for the nine months ended September 30, 2022. On a constant currency basis, net income increased $138.0 million. These changes were primarily due to increases in operating income and interest income and decreases in interest expense and loss from the extinguishment of debt, partially offset by an increase in provision for income taxes.

NON-GAAP FINANCIAL MEASURES

This report contains information regarding Adjusted EBITDA, a non-GAAP measure. We have provided below a description of Adjusted EBITDA, a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure and an explanation as to

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

Adjusted EBITDA

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

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



	For the three months ended								Constant
	September 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
Net income	$	99,762	$	47,798	$	19,165	$	32,799		35.1%
Non-cash straight-line leasing revenue		(11,686)		(10,392)		3		(1,297)		12.5%
Non-cash straight-line ground lease expense		478		1,734		(31)		(1,225)		(70.6%)
Non-cash compensation		25,492		17,111		(191)		8,572		50.1%
Other expense (income), net		39,756		69,804		(30,327)		279		20.1%
Acquisition and new business initiatives
related adjustments and expenses		6,844		5,730		(173)		1,287		22.5%
Asset impairment and decommission costs		8,532		9,860		(42)		(1,286)		(13.0%)
Interest income		(2,858)		(945)		5		(1,918)		203.0%
Interest expense ⁽¹⁾		103,444		105,953		5		(2,514)		(2.4%)
Depreciation, accretion, and amortization		173,825		170,916		(1,050)		3,959		2.3%
Provision (benefit) for income taxes ⁽²⁾		3,170		(10,605)		10,790		2,985		24.3%
Adjusted EBITDA	$	446,759	$	406,964	$	(1,846)	$	41,641		10.2%

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	For the nine months ended								Constant
	September 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

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

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

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

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

Adjusted EBITDA increased $111.0 million for the nine months ended September 30, 2022, as compared to the prior year period. On a constant currency basis, Adjusted EBITDA increased $108.8 million. These changes were primarily due to an increase in segment operating profit in each of our three segments, partially offset by an increase in cash selling, general, and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

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

A summary of our cash flows is as follows:



	For the nine months ended September 30,
	2022		2021

	(in thousands)
Cash provided by operating activities	$	997,066	$	891,330
Cash used in investing activities		(591,311)		(1,277,822)
Cash (used in) provided by financing activities		(566,068)		308,612
Change in cash, cash equivalents, and restricted cash		(160,313)		(77,880)
Effect of exchange rate changes on cash, cash equiv., and restricted cash		4,561		(10,529)
Cash, cash equivalents, and restricted cash, beginning of period		435,626		342,808
Cash, cash equivalents, and restricted cash, end of period	$	279,874	$	254,399

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Operating Activities

Cash provided by operating activities was $997.1 million for the nine months ended September 30, 2022 as compared to $891.3 million for the nine months ended September 30, 2021. The increase was primarily due to an increase in operating profit, partially offset by an increase in cash outflows associated with working capital changes.

Investing Activities

A detail of our cash capital expenditures is as follows:



	For the nine months ended September 30,
	2022		2021

	(in thousands)
Acquisitions of towers and related intangible assets ⁽¹⁾⁽²⁾	$	(343,967)	$	(217,140)
Acquisition of right-of-use assets ⁽³⁾		(2,220)		(948,392)
Land buyouts and other assets ⁽⁴⁾⁽⁵⁾		(72,534)		(22,222)
Construction and related costs		(72,275)		(39,182)
Augmentation and tower upgrades		(39,514)		(22,886)
Tower maintenance		(29,975)		(25,243)
General corporate		(6,584)		(3,096)
Other investing activities ⁽⁶⁾		(24,242)		339
Net cash used in investing activities	$	(591,311)	$	(1,277,822)

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

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

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

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

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

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

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

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

For 2022, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of $48.0 million to $53.0 million and discretionary cash capital expenditures, based on current or potential acquisition obligations, planned new tower construction, forecasted tower augmentations, and forecasted ground lease purchases, of $1,380.0 million to $1,390.0 million. We expect to fund these cash capital expenditures from, among other sources, cash on hand, cash flow from operations, and borrowings under the Revolving Credit Facility or new financings. The exact amount of our future cash capital expenditures will depend on a number of factors, including amounts necessary to support our tower portfolio, our new tower build and acquisition programs, and our ground lease purchase program.

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Financing Activities

A detail of our financing activities is as follows:



	For the nine months ended September 30,
	2022		2021

	(in thousands)
Net borrowings (repayments) under Revolving Credit Facility⁽¹⁾	$	60,000	$	(380,000)
Proceeds from issuance of Senior Notes, net of fees⁽¹⁾		—		1,485,512
Repayment of Senior Notes ⁽¹⁾		—		(757,500)
Proceeds from issuance of Tower Securities, net of fees ⁽¹⁾		—		1,152,437
Repayment of Tower Securities ⁽¹⁾		—		(760,000)
Repurchase and retirement of common stock ⁽²⁾		(431,666)		(284,343)
Payment of dividends on common stock		(230,102)		(190,456)
Proceeds from employee stock purchase/stock option plans, net of taxes		23,840		64,127
Other financing activities		11,860		(21,165)
Net cash (used in) provided by financing activities	$	(566,068)	$	308,612

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

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

Dividends

For the nine months ended September 30, 2022, we paid the following cash dividends:



	Payable to Shareholders
	of Record at the Close	Cash Paid	Aggregate Amount
Date Declared	of Business on	Per Share	Paid	Date Paid

February 27, 2022	March 10, 2022	$0.71	$76.9 million	March 25, 2022
April 24, 2022	May 19, 2022	$0.71	$76.6 million	June 14, 2022
July 31, 2022	August 25, 2022	$0.71	$76.7 million	September 20, 2022

Dividends paid in 2022 were ordinary taxable dividends.

Subsequent to September 30, 2022, we declared the following cash dividends:



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

October 30, 2022	November 17, 2022	$0.71	December 15, 2022

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

Registration Statements

We have on file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-4 registering shares of Class A common stock that we may issue in connection with the acquisition of wireless communication towers or antenna sites and related assets or companies who own wireless communication towers, antenna sites, or related assets. During the nine months ended September 30, 2022, we did not issue any shares of Class A common stock under this registration statement. As of September 30, 2022, we had approximately 1.2 million shares of Class A common stock remaining under this registration statement.

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

Debt Instruments and Debt Service Requirements

Revolving Credit Facility under the Senior Credit Agreement

The Revolving Credit Facility consists of a revolving loan under which up to $1.5 billion aggregate principal amount may be borrowed, repaid and redrawn, based upon specific financial ratios and subject to the satisfaction of other customary conditions to borrowing. Amounts borrowed under the Revolving Credit Facility accrue interest, at SBA Senior Finance II’s election, at either (1) the Eurodollar Rate plus a margin that ranges from 112.5 basis points to 150.0 basis points or (2) the Base Rate plus a margin that ranges from 12.5 basis points to 50.0 basis points, in each case based on the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated in accordance with the Senior Credit Agreement. In addition, SBA Senior Finance II LLC, our wholly owned subsidiary (“SBA Senior Finance II”) is required to pay a commitment fee of between 0.15% and 0.25% per annum on the amount of unused commitment. If not earlier terminated by SBA Senior Finance II, the Revolving Credit Facility will terminate on, and SBA Senior Finance II will repay all amounts outstanding on or before, July 7, 2026. Furthermore, the Revolving Credit Facility provides mechanics relating to a transition away from LIBOR as a benchmark interest rate and the replacement of LIBOR by an alternative benchmark rate and incorporates sustainability-linked targets which will adjust the Facility’s applicable interest and commitment fee rates upward or downward based on how the Company performs against those targets. Borrowings under the Revolving Credit Facility may be used for general corporate purposes. SBA Senior Finance II may, from time to time, borrow from and repay the Revolving Credit Facility. Consequently, the amount outstanding under the Revolving Credit Facility at the end of the period may not be reflective of the total amounts outstanding during such period.

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



		Unused	Financial Covenant
	Interest Rate	Commitment	Compliance
	as of	Fee as of	Status as of
	September 30, 2022 ⁽¹⁾	September 30, 2022 ⁽²⁾	September 30, 2022

Revolving Credit Facility	4.540%	0.190%	In Compliance

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

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

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



	For the three months				For the nine months
	ended September 30,				ended September 30,
	2022		2021		2022		2021

Beginning outstanding balance	$	530,000	$	85,000	$	350,000	$	380,000
Borrowings		—		—		330,000		810,000
Repayments		(120,000)		(85,000)		(270,000)		(1,190,000)
Ending outstanding balance	$	410,000	$	—	$	410,000	$	—

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

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Term Loan under the Senior Credit Agreement

2018 Term Loan

On April 11, 2018, we, through our wholly owned subsidiary, SBA Senior Finance II LLC, obtained a term loan (the “2018 Term Loan”) under the amended and restated Senior Credit Agreement. The 2018 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $2.4 billion that matures on April 11, 2025. The 2018 Term Loan accrues interest, at SBA Senior Finance II’s election at either the Base Rate plus 75 basis points (with a zero Base Rate floor) or the Eurodollar Rate plus 175 basis points (with a zero Eurodollar Rate floor). The 2018 Term Loan was issued at 99.75% of par value. As of September 30, 2022, the 2018 Term Loan was accruing interest at 4.870% per annum.

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

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

Secured Tower Revenue Securities

Tower Revenue Securities Terms

As of September 30, 2022, we, through the Trust, had issued and outstanding an aggregate of $6.7 billion of Secured Tower Revenue Securities (“Tower Securities”). The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of certain of our subsidiaries that are borrowers on the mortgage loan (the “Borrowers”) under which there is a loan tranche for each Tower Security outstanding with the same interest rate and maturity date as the corresponding Tower Security. The mortgage loan will be paid from the operating cash flows from the aggregate 9,902 tower sites owned by the Borrowers as of September 30, 2022. The mortgage loan is secured by (1) mortgages, deeds of trust, and deeds to secure debt on a substantial portion of the tower sites, (2) a security interest in the tower sites and substantially all of the Borrowers’ personal property and fixtures, (3) the Borrowers’ rights under certain tenant leases, and (4) all of the proceeds of the foregoing. For each calendar month, SBA Network Management, Inc., an indirect subsidiary (“Network Management”), is entitled to receive a management fee equal to 4.5% of the Borrowers’ operating revenues for the immediately preceding calendar month.

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

Security

Issue Date

Amount Outstanding

Interest
‎ Rate ⁽¹⁾

Anticipated Repayment Date

Final Maturity Date

2014-2C Tower Securities

Oct. 15, 2014

$620.0 million

3.869%

Oct. 8, 2024

Oct. 8, 2049

2018-1C Tower Securities

Mar. 9, 2018

$640.0 million

3.448%

Mar. 9, 2023

Mar. 9, 2048

2019-1C Tower Securities

Sep. 13, 2019

$1.165 billion

2.836%

Jan. 12, 2025

Jan. 12, 2050

2020-1C Tower Securities

Jul. 14, 2020

$750.0 million

1.884%

Jan. 9, 2026

Jul. 11, 2050

2020-2C Tower Securities

Jul. 14, 2020

$600.0 million

2.328%

Jan. 11, 2028

Jul. 9, 2052

2021-1C Tower Securities

May 14, 2021

$1.165 billion

1.631%

Nov. 9, 2026

May 9, 2051

2021-2C Tower Securities

Oct. 27, 2021

$895.0 million

1.840%

Apr. 9, 2027

Oct. 10, 2051

2021-3C Tower Securities

Oct. 27, 2021

$895.0 million

2.593%

Oct. 9, 2031

Oct. 10, 2056

(1)Interest payable monthly

‎

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Risk Retention Tower Securities

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

Security

Issue Date

Amount Outstanding

Interest
‎ Rate ⁽¹⁾

Anticipated Repayment Date

Final Maturity Date

2018-1R Tower Securities

Mar. 9, 2018

$33.7 million

4.949%

Mar. 9, 2023

Mar. 9, 2048

2019-1R Tower Securities

Sep. 13, 2019

$61.4 million

4.213%

Jan. 12, 2025

Jan. 12, 2050

2020-2R Tower Securities

Jul. 14, 2020

$71.1 million

4.336%

Jan. 11, 2028

Jul. 9, 2052

2021-1R Tower Securities

May 14, 2021

$61.4 million

3.598%

Nov. 9, 2026

May 9, 2051

2021-3R Tower Securities

Oct. 27, 2021

$94.3 million

4.090%

Oct. 9, 2031

Oct. 10, 2056

(1)Interest payable monthly

To satisfy certain risk retention requirements of Regulation RR promulgated under the Exchange Act, SBA Guarantor, LLC, a wholly owned subsidiary, purchased the Risk Retention Tower Securities. Accordingly, principal and interest payments made on the 2018-1R Tower Securities, 2019-1R Tower Securities, 2020-2R Tower Securities, 2021-1R Tower Securities, and 2021-3R Tower Securities eliminate in consolidation.

As of September 30, 2022, the Borrowers met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement.

Senior Notes

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

Senior Notes

Issue Date

Amount Outstanding

Interest Rate Coupon

Maturity Date

Interest Due Dates

Optional Redemption Date

2020 Senior Notes

Feb. 4, 2020

$1.5 billion

3.875%

Feb. 15, 2027

Feb. 15 & Aug. 15

Feb. 15, 2023

2021 Senior Notes

Jan. 29, 2021

$1.5 billion

3.125%

Feb. 1, 2029

Feb. 1 & Aug. 1

Feb. 1, 2024

Each of our senior notes is subject to redemption, at our option, in whole or in part on or after the date set forth above. We may redeem each of the senior notes during the time periods and at the redemption prices set forth in the indentures.

Debt Service

As of September 30, 2022, we believe that our cash on hand, capacity available under our Revolving Credit Facility, and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months.

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The following table illustrates our estimate of our debt service requirement over the next twelve months based on the amounts outstanding as of September 30, 2022 (in thousands):



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

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

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

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks that are inherent in our financial instruments. These instruments arise from transactions entered into in the normal course of business.

The following table presents the future principal payment obligations and fair values associated with our long-term debt instruments assuming our actual level of long-term indebtedness as of September 30, 2022:



	2022		2023		2024		2025		2026		Thereafter		Total		Fair Value

	(in thousands)
Revolving Credit Facility	$	—	$	—	$	—	$	—	$	410,000	$	—	$	410,000	$	410,000
2018 Term Loan		6,000		24,000		24,000		2,244,000		—		—		2,298,000		2,231,933
2014-2C Tower Securities ⁽¹⁾		—		—		620,000		—		—		—		620,000		603,359
2018-1C Tower Securities ⁽¹⁾		—		640,000		—		—		—		—		640,000		636,070
2019-1C Tower Securities ⁽¹⁾		—		—		—		1,165,000		—		—		1,165,000		1,103,989
2020-1C Tower Securities ⁽¹⁾		—		—		—		—		750,000		—		750,000		685,043
2020-2C Tower Securities ⁽¹⁾		—		—		—		—		—		600,000		600,000		536,328
2021-1C Tower Securities ⁽¹⁾		—		—		—		—		1,165,000		—		1,165,000		1,029,872
2021-2C Tower Securities ⁽¹⁾		—		—		—		—		—		895,000		895,000		786,034
2021-3C Tower Securities ⁽¹⁾		—		—		—		—		—		895,000		895,000		753,393
2020 Senior Notes		—		—		—		—		—		1,500,000		1,500,000		1,337,610
2021 Senior Notes		—		—		—		—		—		1,500,000		1,500,000		1,217,535
Total debt obligation	$	6,000	$	664,000	$	644,000	$	3,409,000	$	2,325,000	$	5,390,000	$	12,438,000	$	11,331,166

(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 and any borrowings that we may incur under our Revolving Credit Facility, which are at floating rates. We manage the interest rate risk on our outstanding debt through our large percentage of fixed rate debt, including interest rate swaps. On August 4,

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2020, we, through our wholly owned subsidiary, SBA Senior Finance II, entered into an interest rate swap for $1.95 billion of notional value accruing interest at one month LIBOR plus 175 basis points for a fixed rate of 1.874% per annum through the maturity date of the 2018 Term Loan. 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. The IBA ceased the publication of USD LIBOR for the 1 week and 2 month tenors on December 31, 2021 and will cease all other tenors on June 30, 2023. The discontinuation of LIBOR during 2023 and the replacement with an alternative reference rate may adversely impact interest rates and our interest expense could increase. On July 7, 2021, we amended our Revolving Credit Facility to provide mechanics relating to a transition away from LIBOR as a benchmark interest rate and the replacement of LIBOR by an alternative benchmark rate.

We are exposed to market risk from changes in foreign currency exchange rates in connection with our operations in Brazil, Canada, Chile, Peru, Argentina, Colombia, South Africa, the Philippines, Tanzania, and to a lesser extent, our markets in Central America. In each of these countries, we pay most of our selling, general, and administrative expenses and a portion of our operating expenses, such as taxes and utilities incurred in the country in local currency. 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, Argentina, Peru, and Tanzania, we receive our revenue and pay our operating expenses in a mix of local currency and U.S. dollars. All transactions denominated in currencies other than the U.S. Dollar are reported in U.S. Dollars at the applicable exchange rate. All assets and liabilities are translated into U.S. Dollars at exchange rates in effect at the end of the applicable fiscal reporting period, and all revenues and expenses are translated at average rates for the period. The cumulative translation effect is included in equity as a component of Accumulated other comprehensive income (loss). For the nine months ended September 30, 2022, approximately 16.6% of our revenues and approximately 21.4% of our total operating expenses were denominated in foreign currencies.

We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in the Brazilian Real from the quoted foreign currency exchange rates at September 30, 2022. As of September 30, 2022, the analysis indicated that such an adverse movement would have caused our revenues and operating income to decline by approximately 1.0% and 0.6%, respectively, for the nine months ended September 30, 2022.

As of September 30, 2022, we had intercompany debt, which is denominated in a currency other than the functional currency of the subsidiary in which it is recorded. As settlement of this debt is anticipated or planned in the foreseeable future, any changes in the foreign currency exchange rates will result in unrealized gains or losses, which will be included in our determination of net income. A change of 10% in the underlying exchange rates of our unsettled intercompany debt at September 30, 2022 would have resulted in approximately $79.6 million of unrealized gains or losses that would have been included in Other income (expense), net in our Consolidated Statements of Operations for the nine months ended September 30, 2022.

Special Note Regarding Forward-Looking Statements

This quarterly report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Specifically, this quarterly 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 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 (including the timing and consummation of our pending site 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;

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our expectation that we will grow 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 belief that DISH Wireless will become a nationwide carrier, and its expectations regarding the capital expenditures necessary to deploy its network;

our expectations regarding 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 belief that our business is currently operated in a manner that complies with the REIT rules and our intent to continue to do so;

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 strategy, 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 the timing for closing of refinancing transactions;

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 2022 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.

These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. 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:

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;

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 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 South African and Tanzanian economies and wireless communications market, and the willingness of carriers to invest in their networks in that market;

developments in the wireless communications industry in general, and for wireless communications infrastructure providers in particular, that may slow growth or affect the willingness or ability of the wireless service providers to expend capital to fund network expansion or enhancements;

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;

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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;

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;

the extent and duration of the impact of the COVID-19 pandemic on the global economy, on our business and results of operations, and on foreign currency exchange rates;

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; and

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.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

In order to ensure that the information we must disclose in our filings with the Commission is recorded, processed, summarized and reported on a timely basis, we have formalized our disclosure controls and procedures. Our principal executive officer and principal financial officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) as of September 30, 2022. Based on such evaluation, such officers have concluded that, as of September 30, 2022, our disclosure controls and procedures were effective.

PART II – OTHER INFORMATION

ITEM 6. EXHIBITS


Exhibit No.	Description of Exhibits
31.1	Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive File (formatted in Inline XBRL and contained in Exhibit 101).

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Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	SBA COMMUNICATIONS CORPORATION

November 3, 2022	/s/ Jeffrey A. Stoops
	Jeffrey A. Stoops
	Chief Executive Officer
	(Duly Authorized Officer)

November 3, 2022	/s/ Brendan T. Cavanagh
	Brendan T. Cavanagh
	Chief Financial Officer
	(Principal Financial Officer)