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~~June 30, ~~2021~~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: ~~108,781,359~~107,878,343 shares of Class A common stock as of ~~October~~July 27, ~~2021.~~2022.

Table of Contents



		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements
	Consolidated Balance Sheets as of ~~September~~June 30, ~~2021~~2022 (unaudited) and December 31, ~~2020~~2021	1
	Consolidated Statements of Operations (unaudited) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	2
	Consolidated Statements of Comprehensive Income ~~(Loss)~~ (unaudited) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	3
	Consolidated Statement of Shareholders’ Deficit (unaudited) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	4
	Consolidated Statements of Cash Flows (unaudited) for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	6
	Condensed Notes to Consolidated Financial Statements (unaudited)	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2221
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4038
Item 4.	Controls and Procedures	4441

PART II – OTHER INFORMATION

Item 2.	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	44

~~Item~~ 6.	Exhibits	4441


SIGNATURES		4542

Table of Contents

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,		June 30,		December 31,
	2021		2020		2022		2021
ASSETS	(unaudited)				(unaudited)
Current assets:
Cash and cash equivalents	$	187,806	$	308,560	$	183,067	$	367,278
Restricted cash		63,736		31,671		64,495		65,561
Accounts receivable, net		76,076		74,088		115,137		101,950
Costs and estimated earnings in excess of billings on uncompleted contracts		40,860		34,796		54,781		48,844
Prepaid expenses and other current assets		35,310		23,875		77,419		30,813
Total current assets		403,788		472,990		494,899		614,446
Property and equipment, net		2,580,262		2,677,326		2,677,983		2,575,487
Intangible assets, net		2,906,855		3,156,150		2,800,562		2,803,247
Operating lease right-of-use assets, net		2,297,372		2,369,358		2,355,881		2,268,470
Acquired and other right-of-use assets, net		965,780		4,202		1,002,785		964,405
Other assets		514,025		477,992		679,827		575,644
Total assets	$	9,668,082	$	9,158,018	$	10,011,937	$	9,801,699
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS,
AND SHAREHOLDERS' DEFICIT
Current Liabilities:
Accounts payable	$	34,790	$	109,969	$	41,455	$	34,066
Accrued expenses		69,973		63,031		85,697		68,070
Current maturities of long-term debt		24,000		24,000		662,720		24,000
Deferred revenue		184,340		113,117		199,829		184,380
Accrued interest		26,477		54,350		50,841		49,096
Current lease liabilities		238,706		236,037		256,572		238,497
Other current liabilities		13,738		14,297		21,086		18,222
Total current liabilities		592,024		614,801		1,318,200		616,331
Long-term liabilities:
Long-term debt, net		11,822,536		11,071,796		11,817,504		12,278,694
Long-term lease liabilities		2,013,097		2,094,363		2,047,385		1,981,353
Other long-term liabilities		183,553		186,246		227,578		191,475
Total long-term liabilities		14,019,186		13,352,405		14,092,467		14,451,522
Redeemable noncontrolling interests		15,177		15,194		39,881		17,250
Shareholders' deficit:
Preferred stock - par value $0.01, 30,000 shares authorized, 0 shares issued or outstanding		—		—		—		—
Common stock - Class A, par value $0.01, 400,000 shares authorized, 109,480 shares and
109,819 shares issued and outstanding at September 30, 2021 and December 31, 2020,
Common stock - Class A, par value $0.01, 400,000 shares authorized, 107,872 shares and
108,956 shares issued and outstanding at June 30, 2022 and December 31, 2021,
respectively		1,095		1,098		1,079		1,089
Additional paid-in capital		2,711,934		2,586,130		2,717,963		2,681,347
Accumulated deficit		(6,890,822)		(6,604,028)		(7,531,180)		(7,203,531)
Accumulated other comprehensive loss, net		(780,512)		(807,582)		(626,473)		(762,309)
Total shareholders' deficit		(4,958,305)		(4,824,382)		(5,438,611)		(5,283,404)
Total liabilities, redeemable noncontrolling interests, and shareholders' deficit	$	9,668,082	$	9,158,018	$	10,011,937	$	9,801,699

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

Table of Contents

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

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


									For the three months				For the six months
	For the three months				For the nine months				ended June 30,				ended June 30,
	ended September 30,				ended September 30,				2022		2021		2022		2021
	2021		2020		2021		2020
Revenues:
Site leasing	$	535,492	$	486,765	$	1,564,814	$	1,461,523	$	580,233	$	524,095	$	1,139,665	$	1,029,197
Site development		53,813		36,175		148,882		85,708		71,773		51,433		132,111		95,069
Total revenues		589,305		522,940		1,713,696		1,547,231		652,006		575,528		1,271,776		1,124,266
Operating expenses:
Cost of revenues (exclusive of depreciation, accretion,
and amortization shown below):
Cost of site leasing		98,666		92,722		289,510		280,120		111,515		95,350		218,670		190,718
Cost of site development		41,357		28,797		116,172		68,417		54,497		40,409		100,269		74,815
Selling, general, and administrative expenses ⁽¹⁾		51,000		48,152		156,546		146,856		63,274		53,945		125,398		105,546
Acquisition and new business initiatives related
adjustments and expenses		5,730		4,124		17,525		12,557		6,829		6,794		11,933		11,795
Asset impairment and decommission costs		9,860		8,506		18,560		29,103		8,521		3,797		17,033		8,700
Depreciation, accretion, and amortization		170,916		180,302		530,266		541,587		176,392		175,469		350,716		359,350
Total operating expenses		377,529		362,603		1,128,579		1,078,640		421,028		375,764		824,019		750,924
Operating income		211,776		160,337		585,117		468,591		230,978		199,764		447,757		373,342
Other income (expense):
Interest income		945		756		2,124		2,340		1,517		547		4,020		1,179
Interest expense		(89,199)		(89,791)		(269,839)		(281,329)		(84,315)		(90,544)		(166,566)		(180,639)
Non-cash interest expense		(11,820)		(8,323)		(35,436)		(13,066)		(11,529)		(11,812)		(23,054)		(23,615)
Amortization of deferred financing fees		(4,934)		(4,883)		(14,690)		(15,211)		(4,922)		(4,865)		(9,804)		(9,755)
Loss from extinguishment of debt, net		—		(2,599)		(13,672)		(19,463)		—		(2,020)		—		(13,672)
Other expense, net		(69,804)		(42,262)		(49,390)		(300,144)
Total other expense, net		(174,812)		(147,102)		(380,903)		(626,873)
Income (loss) before income taxes		36,964		13,235		204,214		(158,282)
Other (expense) income, net										(66,141)		108,849		42,019		20,410
Total other (expense) income, net										(165,390)		155		(153,385)		(206,092)
Income before income taxes										65,588		199,919		294,372		167,250
Benefit (provision) for income taxes		10,834		9,441		(15,494)		76,143		3,563		(47,250)		(36,914)		(26,328)
Net income (loss)		47,798		22,676		188,720		(82,139)
Net (income) loss attributable to noncontrolling interests		—		(108)		—		461
Net income (loss) attributable to SBA Communications
Net income										69,151		152,669		257,458		140,922
Net loss attributable to noncontrolling interests										365		—		682		—
Net income attributable to SBA Communications
Corporation	$	47,798	$	22,568	$	188,720	$	(81,678)	$	69,516	$	152,669	$	258,140	$	140,922
Net income (loss) per common share attributable to SBA
Net income per common share attributable to SBA
Communications Corporation:
Basic	$	0.44	$	0.20	$	1.72	$	(0.73)	$	0.64	$	1.40	$	2.39	$	1.29
Diluted	$	0.43	$	0.20	$	1.70	$	(0.73)	$	0.64	$	1.37	$	2.36	$	1.27
Weighted average number of common shares
Basic		109,577		111,783		109,487		111,809		107,850		109,412		107,966		109,441
Diluted		111,565		113,703		111,329		111,809		109,347		111,301		109,443		111,210

(1)Includes non-cash compensation of ~~$16,589~~$23,248 and ~~$16,606~~$21,077 for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$57,249~~$47,364 and ~~$50,291~~$40,661 for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

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

Table of Contents

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ~~(LOSS)~~

(unaudited) (in thousands)

For the three months
For the nine months
ended September 30,
ended September 30,
2021
2020
2021
2020
Net income (loss)
$
47,798
$
22,676
$
188,720
$
(82,139)
Adjustments related to interest rate swaps
9,898
1,557
58,251
(114,366)
Foreign currency translation adjustments
(51,415)
(7,196)
(31,181)
(191,389)
Comprehensive income (loss)
6,281
17,037
215,790
(387,894)
Comprehensive (income) loss attributable to noncontrolling interests
—
(204)
—
1,369
Comprehensive income (loss) attributable to SBA
Communications Corporation
$
6,281
$
16,833
$
215,790
$
(386,525)



	For the three months				For the six months
	ended June 30,				ended June 30,

	2022		2021		2022		2021

Net income	$	69,151	$	152,669	$	257,458	$	140,922
Adjustments related to interest rate swaps		23,833		5,565		109,155		48,352
Foreign currency translation adjustments		(59,021)		63,869		26,485		20,235
Comprehensive income		33,963		222,103		393,098		209,509
Comprehensive loss attributable to noncontrolling interests		444		—		878		—
Comprehensive income attributable to SBA
Communications Corporation	$	34,407	$	222,103	$	393,976	$	209,509

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

‎

Table of Contents

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(unaudited) (in thousands)



								Accumulated											Accumulated
	Class A			Additional				Other		Total		Class A			Additional				Other		Total
	Common Stock			Paid-In		Accumulated		Comprehensive		Shareholders'		Common Stock			Paid-In		Accumulated		Comprehensive		Shareholders'
	Shares	Amount		Capital		Deficit		Loss, Net		Deficit		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)
BALANCE, March 31, 2022												107,806	$	1,078	$	2,688,835	$	(7,523,696)	$	(591,364)	$	(5,425,147)
Net income attributable to SBA
Communications Corporation	—		—		—		47,798		—		47,798	—		—		—		69,516		—		69,516
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	66		1		9,010		—		—		9,011
Non-cash stock compensation	—		—		17,410		—		—		17,410	—		—		24,406		—		—		24,406
Adjustments related to interest rate swaps	—		—		—		—		9,898		9,898	—		—		—		—		23,833		23,833
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)	—		—		—		—		(58,942)		(58,942)
Dividends and dividend equivalents
on common stock	—		—		—		(63,820)		—		(63,820)	—		—		—		(77,000)		—		(77,000)
BALANCE, September 30, 2021	109,480	$	1,095	$	2,711,934	$	(6,890,822)	$	(780,512)	$	(4,958,305)
Adjustment to redemption amount related to
noncontrolling interests												—		—		(4,288)		—		—		(4,288)
BALANCE, June 30, 2022												107,872	$	1,079	$	2,717,963	$	(7,531,180)	$	(626,473)	$	(5,438,611)



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

BALANCE, December 31, 2020	109,819		1,098		2,586,130		(6,604,028)		(807,582)		(4,824,382)
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	—		—		—		188,720		—		188,720	—		—		—		258,140		—		258,140
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	216		2		10,576		—		—		10,578
Non-cash stock compensation	—		—		60,197		—		—		60,197	—		—		49,549		—		—		49,549
Adjustments related to interest rate swaps	—		—		—		—		58,251		58,251	—		—		—		—		109,155		109,155
Repurchase and retirement of common stock	(990)		(10)		—		(284,333)		—		(284,343)	(1,300)		(12)		—		(431,654)		—		(431,666)
Foreign currency translation adjustments
attributable to SBA Communications
Corporation	—		—		—		—		(31,181)		(31,181)	—		—		—		—		26,681		26,681
Dividends and dividend equivalents
on common stock	—		—		—		(191,181)		—		(191,181)	—		—		—		(154,135)		—		(154,135)
Adjustment to fair value related to
Adjustment to redemption amount related to
noncontrolling interests	—		—		1,517		—		—		1,517	—		—		(23,509)		—		—		(23,509)
BALANCE, September 30, 2021	109,480	$	1,095	$	2,711,934	$	(6,890,822)	$	(780,512)	$	(4,958,305)
BALANCE, June 30, 2022												107,872	$	1,079	$	2,717,963	$	(7,531,180)	$	(626,473)	$	(5,438,611)

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Table of Contents

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(unaudited) (in thousands)



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

BALANCE, June 30, 2020	111,918	$	1,119	$	2,534,423	$	(5,972,657)	$	(867,877)	$	(4,304,992)
BALANCE, March 31, 2021												109,331	$	1,093	$	2,610,472	$	(6,848,313)	$	(808,429)	$	(5,045,177)
Net income attributable to SBA
Communications Corporation	—		—		—		22,568		—		22,568	—		—		—		152,669		—		152,669
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements	105		1		12,810		—		—		12,811	203		2		25,093		—		—		25,095
Non-cash stock compensation	—		—		17,387		—		—		17,387	—		—		21,975		—		—		21,975
Adjustments related to interest rate swaps	—		—		—		—		1,557		1,557	—		—		—		—		5,565		5,565
Repurchase and retirement of common stock	(580)		(6)		—		(175,652)		—		(175,658)
Foreign currency translation adjustments
attributable to SBA Communications
Corporation	—		—		—		—		(7,292)		(7,292)	—		—		—		—		63,869		63,869
Dividends and dividend equivalents
on common stock	—		—		—		(52,138)		—		(52,138)	—		—		—		(63,738)		—		(63,738)
Adjustment to fair value related to
noncontrolling interests	—		—		(641)		—		—		(641)
BALANCE, September 30, 2020	111,443	$	1,114	$	2,563,979	$	(6,177,879)	$	(873,612)	$	(4,486,398)
BALANCE, June 30, 2021												109,534	$	1,095	$	2,657,540	$	(6,759,382)	$	(738,995)	$	(4,839,742)



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

BALANCE, December 31, 2019	111,775	$	1,118	$	2,461,335	$	(5,560,695)	$	(568,765)	$	(3,667,007)
Net loss attributable to SBA
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	—		—		—		(81,678)		—		(81,678)	—		—		—		140,922		—		140,922
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements	1,086		10		50,117		—		—		50,127	368		4		27,106		—		—		27,110
Non-cash stock compensation	—		—		53,038		—		—		53,038	—		—		42,787		—		—		42,787
Adjustments related to interest rate swaps	—		—		—		—		(114,366)		(114,366)	—		—		—		—		48,352		48,352
Repurchase and retirement of common stock	(1,418)		(14)		—		(378,974)		—		(378,988)	(653)		(7)		—		(168,915)		—		(168,922)
Foreign currency translation adjustments
attributable to SBA Communications
Corporation	—		—		—		—		(190,481)		(190,481)	—		—		—		—		20,235		20,235
Dividends on common stock	—		—		—		(156,532)		—		(156,532)
Adjustment to fair value related to
Dividends and dividend equivalents
on common stock												—		—		—		(127,361)		—		(127,361)
Adjustment to redemption amount related to
noncontrolling interests	—		—		(511)		—		—		(511)	—		—		1,517		—		—		1,517
BALANCE, September 30, 2020	111,443	$	1,114	$	2,563,979	$	(6,177,879)	$	(873,612)	$	(4,486,398)
BALANCE, June 30, 2021												109,534	$	1,095	$	2,657,540	$	(6,759,382)	$	(738,995)	$	(4,839,742)

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,				For the six months ended June 30,
	2021		2020		2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	188,720	$	(82,139)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net income					$	257,458	$	140,922
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, accretion, and amortization		530,266		541,587		350,716		359,350
Loss on remeasurement of U.S. dollar denominated intercompany loans		42,582		299,913
Gain on remeasurement of U.S. denominated intercompany loans						(45,928)		(25,044)
Non-cash compensation expense		59,175		51,915		48,648		42,066
Non-cash asset impairment and decommission costs		17,935		28,675		16,966		8,289
Loss from extinguishment of debt		12,672		19,463
Deferred income tax benefit		(2,711)		(93,104)
Loss from extinguishment of debt, net						—		12,672
Deferred income tax provision						23,012		14,159
Other non-cash items reflected in the Statements of Operations		58,725		28,700		35,962		37,829
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable and costs and estimated earnings in excess of
billings on uncompleted contracts, net		(6,371)		48,272		(8,078)		6,582
Prepaid expenses and other assets		(25,589)		(2,571)		(14,805)		(2,595)
Operating lease right-of-use assets, net		86,717		88,470		69,180		56,995
Accounts payable and accrued expenses		8,465		5,672		(3,064)		3,099
Accrued interest		(27,873)		(17,010)		1,752		12,042
Long-term lease liabilities		(83,885)		(75,199)		(62,990)		(54,772)
Other liabilities		32,502		40,264		(4,232)		26,688
Net cash provided by operating activities		891,330		882,908		664,597		638,282
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions		(1,187,754)		(199,899)		(353,578)		(1,129,851)
Capital expenditures		(90,407)		(95,371)		(90,971)		(55,375)
Purchase of investments		(755,530)		(1,288,267)		(281,624)		(755,176)
Proceeds from sale of investments		755,280		1,235,000		242,622		755,063
Other investing activities		589		(4,841)		(2,144)		585
Net cash used in investing activities		(1,277,822)		(353,378)		(485,695)		(1,184,754)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under Revolving Credit Facility		810,000		515,000		330,000		810,000
Repayments under Revolving Credit Facility		(1,190,000)		(1,005,000)		(150,000)		(1,105,000)
Proceeds from issuance of Senior Notes, net of fees		1,485,512		1,479,522		—		1,485,512
Repayment of Senior Notes		(757,500)		(759,143)		—		(757,500)
Proceeds from issuance of Tower Securities, net of fees		1,152,437		1,336,003		—		1,152,631
Repayment of Tower Securities		(760,000)		(1,200,000)		—		(760,000)
Repurchase and retirement of common stock		(284,343)		(378,988)		(431,666)		(168,922)
Payment of dividends on common stock		(190,456)		(156,199)		(153,438)		(126,893)
Proceeds from employee stock purchase/stock option plans, net of taxes		64,127		50,283
Termination of interest rate swap		—		(176,200)
Proceeds from employee stock purchase/stock option plans						20,240		36,122
Payments related to taxes on stock options and restricted stock units						(9,622)		(8,982)
Other financing activities		(21,165)		(19,528)		18,482		(11,574)
Net cash provided by (used in) financing activities		308,612		(314,250)
Net cash (used in) provided by financing activities						(376,004)		545,394
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		(10,529)		(20,427)		12,454		(2,920)
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH		(88,409)		194,853		(184,648)		(3,998)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:
Beginning of period		342,808		141,120		435,626		342,808
End of period	$	254,399	$	335,973	$	250,978	$	338,810

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,				For the six months ended June 30,
	2021		2020		2022		2021

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	298,589	$	298,140	$	167,803	$	169,509
Income taxes	$	20,153	$	14,061	$	14,060	$	15,766

SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH ACTIVITIES:
Right-of-use assets obtained in exchange for new operating lease liabilities	$	27,691	$	21,785	$	115,089	$	22,397
Operating lease modifications and reassessments	$	21,829	$	23,811	$	23,621	$	9,049
Right-of-use assets obtained in exchange for new finance lease liabilities	$	1,765	$	893	$	2,392	$	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, ~~2020~~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 income (expense), 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 income (expense), net in the Consolidated Statements of Operations as settlement is anticipated or planned in the foreseeable future. The Company recorded a ~~$45.0~~$43.1 million loss and a ~~$25.4~~$73.6 million ~~loss,~~gain, net of taxes, on the remeasurement of intercompany loans for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and a ~~$28.4~~$29.8 million ~~loss~~gain and a ~~$198.6~~$16.6 million ~~loss,~~gain, net of taxes, on the remeasurement of intercompany loans for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, due to changes in foreign exchange rates. During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company repaid ~~$149.9~~$108.4 million of the intercompany loans. As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement with the Company’s foreign subsidiaries was ~~$788.4~~$814.5 million and ~~$909.8~~$872.9 million, respectively.

~~Reference Rate Reform~~

ASU 2020-04 and ASU 2021-01, Reference Rate Reform, provide optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. An entity may elect to apply the amendments prospectively through December 31, 2022. The ICE Benchmark Administration Limited (“IBA”) intends to cease the publication of USD LIBOR as follows: the 1 week and 2 month tenors on December 31, 2021 and all other tenors on June 30, 2023. On July 7, 2021, the Company amended its 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. Refer to Note 10 for further discussion of the Credit Facility. As of September 30, 2021, the Company has not modified any other contracts as a result of reference rate reform and is evaluating the impact this standard may have on its consolidated financial statements.

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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				For the three months				For the six months
	ended September 30,				ended September 30,				ended June 30,				ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021

Asset impairment ⁽¹⁾	$	8,323	$	7,132	$	13,691	$	23,565	$	6,884	$	2,211	$	14,674	$	5,366
Write-off of carrying value of decommissioned towers		1,130		1,187		3,718		4,626		1,733		1,264		2,325		2,592
Other (including third party decommission costs)		407		187		1,151		912		(96)		322		34		742
Total asset impairment and decommission costs	$	9,860	$	8,506	$	18,560	$	29,103	$	8,521	$	3,797	$	17,033	$	8,700

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

The Company’s long-term investments were ~~$48.7~~$42.1 million and ~~$57.6~~$47.9 million as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~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~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had ~~$0.8~~$40.8 million and ~~$0.7~~$0.8 million of short-term investments, respectively. For the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company purchased ~~$755.4~~$281.4 million and sold ~~$755.3~~$241.4 million of short-term investments. For the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, the Company purchased and sold ~~$1.2 billion~~$755.1 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.

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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			As of		As of
	September 30, 2021		December 31, 2020		Included on Balance Sheet	June 30, 2022		December 31, 2021		Included on Balance Sheet

	(in thousands)					(in thousands)
Cash and cash equivalents	$	187,806	$	308,560		$	183,067	$	367,278	Cash and cash equivalents
Securitization escrow accounts		62,939		31,507	Restricted cash - current asset		64,331		64,764	Restricted cash - current asset
Payment and performance bonds		797		164	Restricted cash - current asset		164		797	Restricted cash - current asset
Surety bonds and workers compensation		2,857		2,577	Other assets - noncurrent		3,416		2,787	Other assets - noncurrent
Total cash, cash equivalents, and restricted cash	$	254,399	$	342,808		$	250,978	$	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 expenses, and (4) management fees. The restricted cash in the securitization escrow account in excess of required reserve balances is

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subsequently released to the Borrowers ~~(as defined in Note 10)~~ 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. 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~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had ~~$42.0 million and $41.8~~$42.3 million in surety and payment and performance bonds ~~respectively,~~ for which 0 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~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had ~~also~~ 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		As of		As of
	September 30, 2021		December 31, 2020		June 30, 2022		December 31, 2021

	(in thousands)				(in thousands)
Costs incurred on uncompleted contracts	$	70,938	$	54,949	$	101,209	$	75,967
Estimated earnings		27,599		21,778		35,098		28,851
Billings to date		(60,654)		(43,725)		(93,074)		(61,628)
	$	37,883	$	33,002	$	43,233	$	43,190

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



	As of		As of		As of		As of
	September 30, 2021		December 31, 2020		June 30, 2022		December 31, 2021

	(in thousands)				(in thousands)
Costs and estimated earnings in excess of billings on uncompleted contracts	$	40,860	$	34,796	$	54,781	$	48,844
Billings in excess of costs and estimated earnings on
uncompleted contracts (included in Other current liabilities)		(2,977)		(1,794)		(11,548)		(5,654)
	$	37,883	$	33,002	$	43,233	$	43,190

~~As of September~~At June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the 8 largest customers comprised ~~98.2%~~97.4% and ~~99.4%~~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.

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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		As of		As of
	September 30, 2021		December 31, 2020		June 30, 2022		December 31, 2021

		(in thousands)				(in thousands)
Short-term investments					$	40,798	$	778
Prepaid real estate taxes	$	4,562	$	3,153		2,011		3,331
Prepaid taxes		10,146		8,121		9,232		11,096
Other current assets		20,602		12,601		25,378		15,608
Total prepaid expenses and other current assets	$	35,310	$	23,875	$	77,419	$	30,813

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



	As of		As of		As of		As of
	September 30, 2021		December 31, 2020		June 30, 2022		December 31, 2021

		(in thousands)				(in thousands)
Straight-line rent receivable	$	340,078	$	321,816	$	368,836	$	348,519
Interest rate swap asset ⁽¹⁾		36,710		12,123		147,036		60,324
Loan receivables		5,387		5,931
Loans receivable						40,095		37,376
Deferred lease costs, net		5,294		4,788		6,906		6,345
Deferred tax asset - long term		51,331		53,722		29,126		51,918
Long-term investments		48,719		57,575		42,122		47,889
Other		26,506		22,037		45,706		23,273
Total other assets	$	514,025	$	477,992	$	679,827	$	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				For the three months				For the six months
	ended September 30,				ended September 30,				ended June 30,				ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021

	(in thousands)								(in thousands)
Acquisitions of towers and related intangible assets ⁽¹⁾⁽²⁾	$	48,255	$	21,895	$	217,140	$	121,319	$	78,665	$	67,255	$	286,528	$	168,885
Acquisition of right-of-use assets ⁽²⁾⁽³⁾		694		—		948,392		—		2,220		1,783		2,220		947,698
Land buyouts and other assets ⁽³⁾⁽⁵⁾		8,954		58,969		22,222		78,580		57,512		8,137		64,830		13,268
Total cash acquisition capital expenditures	$	57,903	$	80,864	$	1,187,754	$	199,899	$	138,397	$	77,175	$	353,578	$	1,129,851

(1)~~The nine~~During the six months ended ~~September~~June 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 1,105 of the towers. The remaining 340 towers are pending post-closing site level documentation and 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 six months ended June 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.

~~(2)~~(3)During the ~~nine~~six months ended ~~September~~June 30, 2021, the Company acquired the exclusive right to lease and operate ~~710~~ utility transmission structures, which included existing wireless tenant licenses from PG&E for ~~$969.9~~$955.8 million. The difference between the ~~agreed upon~~ purchase price ~~of $969.9 million~~ 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 of these structures has been fully funded and will be recognized over 70 years.

~~(3)~~(4)In addition, the Company paid ~~$4.1~~$2.7 million and ~~$2.3~~$3.6 million for ground lease extensions and term easements on land underlying the Company’s towers during the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and paid ~~$11.3~~$6.5 million and ~~$5.9~~$6.4 million for ground lease extensions and term easements on land underlying the Company’s towers during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The Company recorded these amounts in prepaid rent on its Consolidated Balance Sheets.

~~During the nine months ended September 30, 2021, in addition~~(5)Includes amounts paid related to the acquisition of ~~right-of-use assets,~~a data center in Brazil during the second quarter of 2022.

During the six months ended June 30, 2022, the Company ~~allocated the purchase price of 222~~ acquired 2,017 towers and related assets and liabilities consisting of ~~$15.2~~$106.9 million of property and equipment, net $141.6 million of intangible assets, net, $101.0 million of operating lease right-of-use assets, net, $45.7 million of acquired and other right-of-use assets, net and $108.7 million of other net liabilities assumed. All acquisitions in the six months ended June 30, 2022 were accounted for as asset acquisitions except for 1 acquisition, purchased for $49.9 million in cash which was accounted for as a business combination.

Subsequent to June 30, 2022, the Company purchased or is under contract to purchaseapproximately 200 communication sites for an aggregate consideration of approximately $85.0 million in cash. Additionally, the Company is under contract to purchase

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~~equipment, $111.0 million~~approximately 2,600 sites from Grupo TorreSur in Brazil for $725.0 million. The Company anticipates that these acquisitions will be consummated by the end of ~~intangible assets, and $13.9 million~~the fourth quarter of ~~other net assets and liabilities assumed. In the nine months ended September 30, 2021, all acquisitions were accounted for as asset acquisitions.~~

~~Subsequent to September 30, 2021, the Company purchased or is under contract to purchase~~approximately 1,700 communication sites for an aggregate consideration of approximately $231.0 million in cash, including approximately 1,400 sites for approximately $175.0 million in cash relating to the previously announced deal to acquire towers from Airtel Tanzania.2022.

The maximum potential obligation related to contingent consideration for acquisitions were ~~$14.8~~$11.4 million and ~~$35.0~~$11.6 million as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~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		As of		As of
	September 30, 2021		December 31, 2020		June 30, 2022		December 31, 2021

	(in thousands)				(in thousands)
Towers and related components(1)	$	5,288,343	$	5,213,019	$	5,524,977	$	5,323,803
Construction-in-process ⁽¹⁾⁽²⁾		38,754		38,065		64,625		47,565
Furniture, equipment, and vehicles		57,330		54,610		63,015		59,939
Land, buildings, and improvements		839,107		818,272		866,675		848,051
Total property and equipment		6,223,534		6,123,966		6,519,292		6,279,358
Less: accumulated depreciation		(3,643,272)		(3,446,640)		(3,841,309)		(3,703,871)
Property and equipment, net	$	2,580,262	$	2,677,326	$	2,677,983	$	2,575,487

(1)Includes amounts related to our 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 ~~$66.2~~$68.5 million and ~~$71.8~~$73.2 million for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$206.0~~$136.7 million and ~~$215.0~~$144.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. At ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, unpaid capital expenditures that are included in accounts payable and accrued expenses were ~~$7.2~~$12.7 million and ~~$6.1~~$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, 2021						As of December 31, 2020						As of June 30, 2022						As of December 31, 2021
	Gross carrying		Accumulated		Net book		Gross carrying		Accumulated		Net book		Gross carrying		Accumulated		Net book		Gross carrying		Accumulated		Net book
	amount		amortization		value		amount		amortization		value		amount		amortization		value		amount		amortization		value

	(in thousands)												(in thousands)
Current contract intangibles	$	4,907,015	$	(2,686,939)	$	2,220,076	$	4,876,880	$	(2,471,438)	$	2,405,442	$	5,058,077	$	(2,920,387)	$	2,137,690	$	4,890,427	$	(2,749,594)	$	2,140,833
Network location intangibles		1,785,135		(1,098,356)		686,779		1,770,944		(1,020,236)		750,708		1,839,451		(1,176,579)		662,872		1,783,640		(1,121,226)		662,414
Intangible assets, net	$	6,692,150	$	(3,785,295)	$	2,906,855	$	6,647,824	$	(3,491,674)	$	3,156,150	$	6,897,528	$	(4,096,966)	$	2,800,562	$	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 ~~$100.3~~$102.0 million and ~~$108.2~~$103.2 million for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$313.2~~$202.6 million and ~~$326.2~~$212.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

‎

Table of Contents

9.ACCRUED EXPENSES

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



	As of		As of		As of		As of
	September 30, 2021		December 31, 2020		June 30, 2022		December 31, 2021

	(in thousands)				(in thousands)
Salaries and benefits	$	23,453	$	20,958	$	20,082	$	24,962
Real estate and property taxes		10,501		9,583		9,702		8,336
Unpaid capital expenditures		7,179		6,073		12,687		7,295
Acquisition related holdbacks						19,169		957
Other		28,840		26,417		24,057		26,520
Total accrued expenses	$	69,973	$	63,031	$	85,697	$	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, 2021
December 31, 2020
Maturity Date
Principal
‎Balance
Fair Value
Carrying
‎Value
Principal
‎Balance
Fair Value
Carrying
‎Value
Revolving Credit Facility ⁽¹⁾
Jul. 7, 2026
$
—
$
—
$
—
$
380,000
$
380,000
$
380,000
2018 Term Loan
Apr. 11, 2025
2,322,000
2,301,683
2,309,857
2,340,000
2,310,750
2,325,391
2013-2C Tower Securities ⁽²⁾⁽³⁾
Apr. 11, 2023
575,000
586,420
572,993
575,000
599,662
572,063
2014-2C Tower Securities ⁽²⁾
Oct. 8, 2024
620,000
649,097
616,851
620,000
670,003
616,131
2017-1C Tower Securities ⁽²⁾
Apr. 11, 2022
—
—
—
760,000
774,410
757,165
2018-1C Tower Securities ⁽²⁾
Mar. 9, 2023
640,000
654,970
637,364
640,000
671,341
636,045
2019-1C Tower Securities ⁽²⁾
Jan. 12, 2025
1,165,000
1,186,366
1,156,854
1,165,000
1,218,613
1,155,106
2020-1C Tower Securities ⁽²⁾
Jan. 9, 2026
750,000
754,163
743,700
750,000
752,910
742,782
2020-2C Tower Securities ⁽²⁾
Jan. 11, 2028
600,000
609,546
594,574
600,000
597,840
594,081
2021-1C Tower Securities ⁽²⁾
Nov. 9, 2026
1,165,000
1,160,503
1,153,249
—
—
—
2016 Senior Notes ⁽⁴⁾
Sep. 1, 2024
1,100,000
1,113,761
1,091,027
1,100,000
1,127,500
1,088,924
2017 Senior Notes
Oct. 1, 2022
—
—
—
750,000
757,500
746,642
2020 Senior Notes
Feb. 15, 2027
1,500,000
1,553,505
1,483,487
1,500,000
1,567,500
1,481,466
2021 Senior Notes
Feb. 1, 2029
1,500,000
1,455,000
1,486,580
—
—
—
Total debt
$
11,937,000
$
12,025,014
$
11,846,536
$
11,180,000
$
11,428,029
$
11,095,796
Less: current maturities of long-term debt
(24,000)
(24,000)
Total long-term debt, net of current maturities
$
11,822,536
$
11,071,796



		As of						As of
		June 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	$	530,000	$	530,000	$	530,000	$	350,000	$	350,000	$	350,000
2018 Term Loan	Apr. 11, 2025		2,304,000		2,217,600		2,294,353		2,316,000		2,289,945		2,304,697
2014-2C Tower Securities ⁽¹⁾	Oct. 8, 2024		620,000		614,656		617,592		620,000		641,793		617,095
2018-1C Tower Securities ⁽¹⁾	Mar. 9, 2023		640,000		638,336		638,720		640,000		650,163		637,812
2019-1C Tower Securities ⁽¹⁾	Jan. 12, 2025		1,165,000		1,125,029		1,158,644		1,165,000		1,174,728		1,157,446
2020-1C Tower Securities ⁽¹⁾	Jan. 9, 2026		750,000		704,318		744,762		750,000		746,498		744,052
2020-2C Tower Securities ⁽¹⁾	Jan. 11, 2028		600,000		558,750		595,178		600,000		605,268		594,774
2021-1C Tower Securities ⁽¹⁾	Nov. 9, 2026		1,165,000		1,066,756		1,154,774		1,165,000		1,144,846		1,153,700
2021-2C Tower Securities ⁽¹⁾	Apr. 9, 2027		895,000		817,430		886,762		895,000		883,213		886,116
2021-3C Tower Securities ⁽¹⁾	Oct. 9, 2031		895,000		801,106		886,222		895,000		902,446		885,976
2020 Senior Notes	Feb. 15, 2027		1,500,000		1,366,485		1,485,581		1,500,000		1,550,790		1,484,178
2021 Senior Notes	Feb. 1, 2029		1,500,000		1,228,545		1,487,636		1,500,000		1,446,975		1,486,848
Total debt		$	12,564,000	$	11,669,011	$	12,480,224	$	12,396,000	$	12,386,665	$	12,302,694
Less: current maturities of long-term debt							(662,720)						(24,000)
Total long-term debt, net of current maturities						$	11,817,504					$	12,278,694

(1)On July 7, 2021, the Company amended its Revolving Credit Facility to extend the maturity date to July 7, 2026 as well as amend certain other terms and conditions under the Senior Credit Agreement. As of the date of this filing, $70.0 million was outstanding under the Revolving Credit Facility. For further discussion of the amendments, refer to “Revolving Credit Facility under the Senior Credit Agreement” below.

~~(2)~~The maturity date represents the anticipated repayment date for each issuance.

~~(3)On October 14, 2021, the Company repaid the entire aggregate principal amount of the 2013-2C Tower Securities. For further discussion, refer to “Secured Tower Revenue Securities” below.~~

~~(4)~~ On October 27, 2021, the Company issued the 2021-2C Tower Securities and the 2021-3C Tower Securities. Net proceeds from this offering were used to repay amounts outstanding under the Revolving Credit Facility and remaining proceeds will be used to redeem the entire aggregate principal amount of the 2016 Senior Notes. For further discussion, refer to “Secured Tower Revenue Securities” and “Senior Notes” below.

‎

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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,								Interest	For the three months ended June 30,								For the six months ended June 30,
	Rates as of	2021				2020				2021				2020				Rates as of	2022				2021				2022				2021
	September 30,	Cash		Non-cash		Cash		Non-cash		Cash		Non-cash		Cash		Non-cash		June 30,	Cash		Non-cash		Cash		Non-cash		Cash		Non-cash		Cash		Non-cash
	2021	Interest		Interest		Interest		Interest		Interest		Interest		Interest		Interest		2022	Interest		Interest		Interest		Interest		Interest		Interest		Interest		Interest

		(in thousands)																									(in thousands)
Revolving Credit Facility	1.573%	$	996	$	—	$	711	$	—	$	4,717	$	—	$	5,086	$	—	3.050%	$	3,603	$	—	$	1,573	$	—	$	5,882	$	—	$	3,721	$	—
2018 Term Loan ⁽¹⁾	1.868%		11,156		11,441		14,536		7,962		33,220		34,314		57,688		12,014	2.111%		11,616		11,440		11,067		11,438		22,527		22,879		22,064		22,872
2013-2C Tower Securities ⁽²⁾	3.722%		5,396		—		5,396		—		16,188		—		16,188		—	3.722%		—		—		5,396		—		—		—		10,792		—
2014-2C Tower Securities	3.869%		6,046		—		6,046		—		18,138		—		18,138		—	3.869%		6,046		—		6,046		—		12,092		—		12,092		—
2015-1C Tower Securities	3.156%		—		—		620		—		—		—		8,589		—
2016-1C Tower Securities	2.877%		—		—		792		—		—		—		10,972		—
2017-1C Tower Securities	3.168%		—		—		6,096		—		9,201		—		18,269		—	3.168%		—		—		3,115		—		—		—		9,201		—
2018-1C Tower Securities	3.448%		5,570		—		5,570		—		16,711		—		16,711		—	3.448%		5,570		—		5,570		—		11,141		—		11,141		—
2019-1C Tower Securities	2.836%		8,357		—		8,357		—		25,072		—		25,072		—	2.836%		8,357		—		8,357		—		16,714		—		16,714		—
2020-1C Tower Securities	1.884%		3,598		—		3,077		—		10,793		—		3,077		—	1.884%		3,598		—		3,598		—		7,195		—		7,195		—
2020-2C Tower Securities	2.328%		3,540		—		3,028		—		10,619		—		3,028		—	2.328%		3,540		—		3,540		—		7,079		—		7,079		—
2021-1C Tower Securities	1.631%		4,850		—		—		—		7,401		—		—		—	1.631%		4,851		—		2,550		—		9,697		—		2,550		—
2014 Senior Notes	4.875%		—		—		—		—		—		—		3,352		112
2016 Senior Notes ⁽³⁾	4.875%		13,406		293		13,406		279		40,219		869		40,219		826
2021-2C Tower Securities																		1.840%		4,196		—		—		—		8,391		—		—		—
2021-3C Tower Securities																		2.593%		5,873		—		—		—		11,746		—		—		—
2016 Senior Notes																		4.875%		—		—		13,406		289		—		—		26,813		575
2017 Senior Notes	4.000%		—		—		7,500		—		2,333		—		22,500		—	4.000%		—		—		—		—		—		—		2,333		—
2020 Senior Notes	3.875%		14,531		86		14,531		82		43,594		253		32,238		114	3.875%		14,531		89		14,531		85		29,063		175		29,063		168
2021 Senior Notes	3.125%		11,719		—		—		—		31,510		—		—		—	3.125%		11,719		—		11,719		—		23,438		—		19,792		—
Other			34		—		125		—		123		—		202		—			815		—		76		—		1,601		—		89		—
Total ⁽³⁾		$	89,199	$	11,820	$	89,791	$	8,323	$	269,839	$	35,436	$	281,329	$	13,066
Total																			$	84,315	$	11,529	$	90,544	$	11,812	$	166,566	$	23,054	$	180,639	$	23,615

(1)The 2018 Term Loan has a blended rate of ~~1.868%~~2.111%, 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 ~~1.840%~~3.420% as of ~~September~~June 30, ~~2021.~~2022. Refer to Note 17 for more information on the Company’s interest rate swap.

~~(2)On October 14, 2021, the Company repaid the entire aggregate principal amount of the 2013-2C Tower Securities. For further discussion, refer to “Secured Tower Revenue Securities” below.~~

~~(3)~~On October 27, 2021, the Company issued the 2021-2C Tower Securities and the 2021-3C Tower Securities accruing interest at 1.840% and 2.593%, respectively. Net proceeds from this offering were used to repay amounts outstanding under the Revolving Credit Facility and remaining proceeds will be used to redeem the entire aggregate principal amount of the 2016 Senior Notes. For further discussion, refer to “Secured Tower Revenue Securities” and “Senior Notes” below.

Revolving Credit Facility under the Senior Credit Agreement

On July 7, 2021, the Company, through its wholly owned subsidiary, SBA Senior Finance II LLC, amended its Revolving Credit Facility to (1) increase the total commitments under the Facility from $1.25 billion to $1.5 billion, (2) extend the maturity date of the Facility to July 7, 2026, (3) lower the applicable interest rate margins and commitment fees under the Facility, (4) provide mechanics relating to a transition away from LIBOR as a benchmark interest rate and the replacement of LIBOR by an alternative benchmark rate, (5) incorporate 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, and (6) amend certain other terms and conditions under the Senior Credit Agreement. As amended, 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 is required to pay a commitment fee of between 0.15% and 0.25% per annum on the amount of unused commitment.

During the three months ended ~~September~~June 30, ~~2021,~~2022, the Company repaid ~~$85.0~~$150.0 million of the outstanding balance under the Revolving Credit Facility. During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company borrowed ~~$810.0~~$330.0 million and repaid ~~$1.2 billion~~$150.0 million of the outstanding balance under the Revolving Credit Facility. As of ~~September~~June 30, ~~2021,~~2022, there was ~~0 balance~~$530.0 million outstanding

~~Table of Contents~~

under the Revolving Credit ~~Facility.~~Facility accruing interest at 3.050%. In addition, SBA Senior Finance II LLC, the Company’s wholly owned subsidiary (“SBA Senior Finance II”) was required to pay a commitment fee of ~~0.25%~~0.19% per annum on the amount of the unused commitment. These rates include a 0.05% reduction in the applicable spread and a 0.01% reduction in the commitment fee as a result of meeting certain sustainability-linked targets as of December 31, 2021. As of ~~September~~June 30, ~~2021,~~2022, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

Subsequent to ~~September~~June 30, ~~2021,~~2022, the Company ~~borrowed $825.0~~repaid an additional $50.0 million ~~and repaid $755.0 million of the outstanding balance~~ under the Revolving Credit ~~Facility. As~~Facility, and as of the date of this filing, ~~$70.0~~$480.0 million was ~~outstanding under the Revolving Credit Facility.~~outstanding.

Term Loan under the Senior Credit Agreement

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company repaid an aggregate of $6.0 million and ~~$18.0~~$12.0 million, respectively, of principal on the 2018 Term Loan. As of ~~September~~June 30, ~~2021,~~2022, the 2018 Term Loan had a principal balance of $2.3 billion.

Secured Tower Revenue Securities

~~2021-1C Tower Securities~~

On May 14, 2021, the Company, through a New York common law trust (the “Trust”), issued $1.165 billion of Secured Tower Revenue Securities Series 2021-1C which have an anticipated repayment date of November 9, 2026 and a final maturity date of May 9, 2051 (the “2021-1C Tower Securities”). The fixed interest rate on the 2021-1C Tower Securities is 1.631% per annum, payable monthly. Net proceeds from this offering were used to repay the entire aggregate principal amount of the 2017-1C Tower Securities ($760.0 million) and the Secured Tower Revenue Securities, Series 2017-1R ($40.0 million) and for general corporate purposes. The Company has incurred deferred financing fees of $12.6 million in relation to this transaction, which are being amortized through the anticipated repayment date of the 2021-1C Tower Securities.

In addition, to satisfy certain risk retention requirements of Regulation RR promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), SBA Guarantor, LLC, a wholly owned subsidiary, purchased $61.4 million of Secured Tower Revenue Securities Series 2021-1R issued by the Trust. These securities have an anticipated repayment date of November 9, 2026 and a final maturity date of May 9, 2051 (the “2021-1R Tower Securities”). The fixed interest rate on the 2021-1R Tower Securities is 3.625% per annum, payable monthly. Principal and interest payments made on the 2021-1R Tower Securities eliminate in consolidation.

~~2013-2C Tower Securities~~

On October 14, 2021, the Company repaid the entire aggregate principal amount of the 2013-2C Tower Securities ($575.0 million) which had an anticipated repayment date of April 11, 2023 using proceeds from the Revolving Credit Facility. Additionally, the Company expensed $2.0 million of deferred financing fees and accrued interest related to the repayment of the 2013-2C Tower Securities, which are reflected in loss from extinguishment of debt on the Consolidated Statement of Operations.

~~2021-2C Tower Securities and 2021-3C Tower Securities~~

On October 27, 2021, the Company, through the Trust, issued $895.0 million of 1.840% Secured Tower Revenue Securities Series 2021-2C which have an anticipated repayment date of April 9, 2027 and a final maturity date of October 10, 2051 (the “2021-2C Tower Securities”) and $895.0 million of 2.593% Secured Tower Revenue Securities Series 2021-3C which have an anticipated repayment date of October 9, 2031 and a final maturity date of October 10, 2056 (the “2021-3C Tower Securities”). The aggregate $1.79 billion of 2021-2C Tower Securities and 2021-3C Tower Securities have a blended interest rate of 2.217% and a weighted average life through the anticipated repayment date of 7.8 years.

Net proceeds from this offering were used to repay amounts outstanding on the Revolving Credit Facility and remaining proceeds will be used to redeem the entire aggregate principal amount of the 2016 Senior Notes ($1.1 billion) and to pay all premiums and costs associated with such redemption. The Company has incurred deferred financing fees of $18.3 million in relation to this transaction, which are being amortized through the anticipated repayment dates of the 2021-2C Tower Securities and 2021-3C Tower Securities.

In addition, to satisfy certain risk retention requirements of Regulation RR promulgated under the Exchange Act, SBA Guarantor, LLC, a wholly owned subsidiary, purchased $94.3 million of Secured Tower Revenue Securities Series 2021-3R issued by

~~Table of Contents~~

the Trust. These securities have an anticipated repayment date of October 9, 2031 and a final maturity date of October 10, 2056 (the “2021-3R Tower Securities”). The fixed interest rate on the 2021-3R Tower Securities is 4.090% per annum, payable monthly. Principal and interest payments made on the 2021-3R Tower Securities eliminate in consolidation.

As of ~~September~~June 30, ~~2021,~~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.

~~Senior Notes~~14

~~2021 Senior Notes~~

~~On January 29, 2021, the Company issued $1.5 billion~~Table of unsecured senior notes due February 1, 2029 at par value (the “2021 Senior Notes”). The 2021 Senior Notes accrue interest at a rate of 3.125% per annum. Interest on the 2021 Senior Notes is due semi-annually on February 1 and August 1 of each year, beginning on August 1, 2021. The Company incurred financing fees of $14.5 million to date in relation to this transaction, which are being amortized through the maturity date. Net proceeds from this offering were used to redeem all of the outstanding principal amount of the 2017 Senior Notes, repay the amounts outstanding under the Revolving Credit Facility, and for general corporate purposes.Contents

The 2021 Senior Notes are subject to redemption in whole or in part on or after February 1, 2024 at the redemption prices set forth in the indenture agreement plus accrued and unpaid interest. Prior to February 1, 2024, the Company may, at its option, redeem up to 35% of the aggregate principal amount of the 2021 Senior Notes originally issued at a redemption price of 103.125% of the principal amount of the 2021 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. The Company may redeem the 2021 Senior Notes during the twelve-month period beginning on the following dates at the following redemption prices: February 1, 2024 at 101.563%, February 1, 2025 at 100.781%, or February 1, 2026 until maturity at 100.000%, of the principal amount of the 2021 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.

~~2017 Senior Notes~~

On February 11, 2021, the Company redeemed the entire $750.0 million balance of the 2017 Senior Notes with proceeds from the 2021 Senior Notes. In addition, the Company paid a $7.5 million call premium and expensed $4.2 million for the write-off of financing fees related to the redemption of the 2017 Senior Notes, which are reflected in loss from extinguishment of debt on the Consolidated Statement of Operations.

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).

~~Registration of Additional Shares~~

On February 26, 2021, the Company filed with the Securities and Exchange Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3, which enables the Company to issue shares of its Class A common stock, preferred stock, debt securities, warrants, or depositary shares as well as units that include any of these securities. The Company will file a prospectus supplement containing the amount and type of securities each time it issues securities using its automatic shelf registration statement on Form S-3. No securities were issued under this automatic shelf registration statement through the date of this filing.

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

~~Table of Contents~~

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 ~~the full $1.0 billion~~$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,
2021
2020
2021
2020
Total number of shares purchased (in millions) ⁽¹⁾
0.4
0.6
1.1
1.4
Average price paid per share ⁽¹⁾
$
340.70
$
302.63
$
291.48
$
267.57
Total price paid (in millions) ⁽¹⁾
$
150.0
$
175.6
$
318.9
$
375.6

~~Subsequent to September 30, 2021, the Company made the following share repurchases:~~

~~Total number of shares purchased (in millions)~~ ⁽¹⁾

~~0.6~~

~~Average price paid per share~~ ⁽¹⁾

~~332.72~~

~~Total price paid (in millions)~~ ⁽¹⁾

~~200.0~~


	For the three months				For the six months
	ended June 30,				ended June 30,
	2022		2021		2022		2021

Total number of shares purchased (in millions) ⁽¹⁾		—		—		1.3		0.7
Average price paid per share ⁽¹⁾	$	—	$	—	$	332.00	$	258.33
Total price paid (in millions) ⁽¹⁾	$	—	$	—	$	431.6	$	168.9

(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~~six months ended ~~September~~June 30, ~~2021,~~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 ~~19, 2021~~27, 2022	March 10, ~~2021~~2022	$~~0.58~~0.71	$~~63.4~~76.9 million	March ~~26, 2021~~25, 2022
April ~~26, 2021~~24, 2022	May ~~20, 2021~~19, 2022	$~~0.58~~0.71	$~~63.4~~76.6 million	June ~~15, 2021~~
~~August 1, 2021~~	~~August 26, 2021~~	~~$0.58~~	~~$63.6 million~~	~~September 23, 2021~~14, 2022

Dividends paid in ~~2021 and 2020~~2022 were ordinary ~~income.~~taxable dividends.

Subsequent to ~~September~~June 30, ~~2021,~~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

~~November 1, 2021~~July 31, 2022	~~November 18, 2021~~August 25, 2022	$~~0.58~~0.71	~~December 16, 2021~~September 20, 2022

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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 six
									months ended
									June 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~~six months ended ~~September~~June 30, ~~2021~~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, 2020
3,202
$
143.01
Exercised
(542)
$
127.11
Forfeited/canceled
(13)
$
179.67
Outstanding at September 30, 2021
2,647
$
146.08
3.1
$
488,077
Exercisable at September 30, 2021
1,913
$
134.67
2.7
$
374,680
Unvested at September 30, 2021
734
$
175.84
4.2
$
113,397



		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	(118)	$	141.65
Forfeited/canceled	(2)	$	172.19
Outstanding at June 30, 2022	1,789	$	159.75	2.9	$	286,824
Exercisable at June 30, 2022	1,519	$	154.42	2.7	$	251,659
Unvested at June 30, 2022	270	$	189.83	4.0	$	35,165

The weighted-average per share fair value of options granted during the six months ended June 30, 2022 was $82.28. The total intrinsic value for options exercised during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~$107.9~~$23.7 million.

Restricted Stock Units and Performance-Based Restricted Stock Units

The following table summarizes the Company’s RSU and PSU activity for the ~~nine~~six months ended ~~September~~June 30, ~~2021:~~2022:



	RSUs			PSUs			RSUs			PSUs ⁽¹⁾
		Weighted-Average			Weighted-Average			Weighted-Average			Weighted-Average
	Number of	Grant Date Fair		Number of	Grant Date Fair		Number of	Grant Date Fair		Number of	Grant Date Fair
	Shares	Value per Share		Shares	Value per Share		Shares	Value per Share		Shares	Value per Share
	(in thousands)			(in thousands)			(in thousands)			(in thousands)
Outstanding at December 31, 2020 ⁽¹⁾	274	$	206.48	148	$	376.48
Outstanding at December 31, 2021							243	$	230.20	298	$	304.46
Granted ⁽¹⁾	107	$	240.07	154	$	236.70	98	$	330.33	140	$	391.19
Vested	(128)	$	187.29	—	$	—	(115)	$	218.91	—	$	—
Forfeited/canceled	(8)	$	234.45	(5)	$	340.32	(6)	$	277.55	(3)	$	320.41
Outstanding at September 30, 2021	245	$	230.28	297	$	304.47
Outstanding at June 30, 2022							220	$	279.29	435	$	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 it is more likely than not that its deferred tax assets will not be realized and has

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recorded a full valuation allowance. 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.

TheCompany 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, ~~2020,~~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.

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14.SEGMENT DATA

The Company operates principally in 2 business segments: site leasing and site development. The Company’s site leasing business includes 2 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						Domestic Site		Int'l Site		Site
	Leasing		Leasing		Development		Other		Total		Leasing		Leasing		Development		Other		Total

For the three months ended September 30, 2021	(in thousands)
Revenues	$	426,758	$	108,734	$	53,813	$	—	$	589,305
Cost of revenues ⁽¹⁾		65,260		33,406		41,357		—		140,023
For the three months ended June 30, 2022											(in thousands)
Revenues ⁽¹⁾											$	442,084	$	138,149	$	71,773	$	—	$	652,006
Cost of revenues ⁽²⁾												65,768		45,747		54,497		—		166,012
Operating profit		361,498		75,328		12,456		—		449,282		376,316		92,402		17,276		—		485,994
Selling, general, and administrative expenses		27,983		9,272		4,791		8,954		51,000		26,225		15,073		5,212		16,764		63,274
Acquisition and new business initiatives
related adjustments and expenses		2,911		2,819		—		—		5,730		2,789		4,040		—		—		6,829
Asset impairment and decommission costs		6,113		3,747		—		—		9,860		7,089		1,432		—		—		8,521
Depreciation, amortization and accretion		123,705		45,035		565		1,611		170,916		122,570		51,597		619		1,606		176,392
Operating income (loss)		200,786		14,455		7,100		(10,565)		211,776		217,643		20,260		11,445		(18,370)		230,978
Other expense (principally interest
expense and other expense)								(174,812)		(174,812)								(165,390)		(165,390)
Income before income taxes										36,964										65,588
Cash capital expenditures ⁽²⁾		39,062		51,897		221		1,755		92,935
Cash capital expenditures ⁽³⁾												94,427		95,294		1,728		1,629		193,078

For the three months ended September 30, 2020
Revenues	$	390,961	$	95,804	$	36,175	$	—	$	522,940
Cost of revenues ⁽¹⁾		64,228		28,494		28,797		—		121,519
For the three months ended June 30, 2021
Revenues ⁽¹⁾											$	418,829	$	105,266	$	51,433	$	—	$	575,528
Cost of revenues ⁽²⁾												63,948		31,402		40,409		—		135,759
Operating profit		326,733		67,310		7,378		—		401,421		354,881		73,864		11,024		—		439,769
Selling, general, and administrative expenses		25,466		8,747		4,518		9,421		48,152		29,201		9,521		3,994		11,229		53,945
Acquisition and new business initiatives
related adjustments and expenses		2,458		1,666		—		—		4,124		4,596		2,198		—		—		6,794
Asset impairment and decommission costs		6,129		2,377		—		—		8,506		2,690		961		—		146		3,797
Depreciation, amortization and accretion		135,350		42,851		578		1,523		180,302		128,034		44,744		1,017		1,674		175,469
Operating income (loss)		157,330		11,669		2,282		(10,944)		160,337		190,360		16,440		6,013		(13,049)		199,764
Other expense (principally interest
Other income (principally interest
expense and other expense)								(147,102)		(147,102)								155		155
Income before income taxes										13,235										199,919
Cash capital expenditures ⁽²⁾		89,982		17,971		127		1,176		109,256
Cash capital expenditures ⁽³⁾												88,051		18,728		721		1,246		108,746

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

For the nine months ended September 30, 2021	(in thousands)
Revenues	$	1,249,291	$	315,523	$	148,882	$	—	$	1,713,696
Cost of revenues ⁽¹⁾		194,455		95,055		116,172		—		405,682
For the six months ended June 30, 2022											(in thousands)
Revenues ⁽¹⁾											$	875,070	$	264,595	$	132,111	$	—	$	1,271,776
Cost of revenues ⁽²⁾												131,573		87,097		100,269		—		318,939
Operating profit		1,054,836		220,468		32,710		—		1,308,014		743,497		177,498		31,842		—		952,837
Selling, general, and administrative expenses		85,240		26,553		14,574		30,179		156,546		49,598		30,567		10,734		34,499		125,398
Acquisition and new business initiatives
related adjustments and expenses		10,839		6,686		—		—		17,525		6,388		5,545		—		—		11,933
Asset impairment and decommission costs		12,674		5,740		—		146		18,560		12,572		4,461		—		—		17,033
Depreciation, amortization and accretion		390,730		132,900		1,727		4,909		530,266		245,704		100,478		1,207		3,327		350,716
Operating income (loss)		555,353		48,589		16,409		(35,234)		585,117		429,235		36,447		19,901		(37,826)		447,757
Other expense (principally interest
expense and other expense)								(380,903)		(380,903)								(153,385)		(153,385)
Income before income taxes										204,214										294,372
Cash capital expenditures ⁽²⁾		1,186,791		87,572		1,812		3,751		1,279,926
Cash capital expenditures ⁽³⁾												133,972		307,065		2,694		3,210		446,941

For the nine months ended September 30, 2020
Revenues	$	1,165,322	$	296,201	$	85,708	$	—	$	1,547,231
Cost of revenues ⁽¹⁾		192,226		87,894		68,417		—		348,537
For the six months ended June 30, 2021
Revenues ⁽¹⁾											$	822,407	$	206,790	$	95,069	$	—	$	1,124,266
Cost of revenues ⁽²⁾												129,069		61,649		74,815		—		265,533
Operating profit		973,096		208,307		17,291		—		1,198,694		693,338		145,141		20,254		—		858,733
Selling, general, and administrative expenses		78,021		25,713		13,468		29,654		146,856		57,257		17,281		9,783		21,225		105,546
Acquisition and new business initiatives
related adjustments and expenses		8,059		4,498		—		—		12,557		7,928		3,867		—		—		11,795
Asset impairment and decommission costs		22,297		6,806		—		—		29,103		6,561		1,993		—		146		8,700
Depreciation, amortization and accretion		403,725		131,474		1,791		4,597		541,587		267,025		87,865		1,162		3,298		359,350
Operating income (loss)		460,994		39,816		2,032		(34,251)		468,591		354,567		34,135		9,309		(24,669)		373,342
Other expense (principally interest
expense and other expense)								(626,873)		(626,873)								(206,092)		(206,092)
Loss before income taxes										(158,282)
Cash capital expenditures ⁽²⁾		229,795		61,605		1,191		3,572		296,163
Income before income taxes																				167,250
Cash capital expenditures ⁽³⁾												1,147,729		35,675		1,591		1,996		1,186,991

Domestic Site
Int'l Site
Site
Leasing
Leasing
Development
Other ⁽³⁾
Total
Assets
(in thousands)
As of September 30, 2021
$
6,638,499
$
2,768,258
$
79,432
$
181,893
$
9,668,082
As of December 31, 2020
$
5,893,636
$
2,955,563
$
61,729
$
247,090
$
9,158,018



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

Assets	(in thousands)
As of June 30, 2022	$	6,481,640	$	3,072,702	$	107,402	$	350,193	$	10,011,937
As of December 31, 2021	$	6,628,156	$	2,870,503	$	87,410	$	215,630	$	9,801,699

(1)~~Excludes depreciation, amortization, and accretion.~~

~~(2)Includes cash paid for capital expenditures, acquisitions, and right-of-use assets.~~

~~(3)Assets in Other consist primarily of general corporate assets and short-term investments.~~

For the ~~nine~~three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, site leasing revenue in Brazil was ~~$174.5~~$73.8 million and ~~$167.8~~$58.4 million, respectively. For the six months ended June 30, 2022 and 2021, site leasing revenue in Brazil was $139.1 million and $113.8 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 ~~and $1.0 billion~~ as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020, respectively.~~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~~Basic earnings per share was computed by dividing net income ~~(loss)~~ attributable to SBA Communications Corporation by the weighted-average number of shares of Common Stock outstanding for each respective period. Diluted earnings per share was calculated by dividing net income ~~(loss)~~ attributable to SBA Communications Corporation by the weighted-average number of shares of Common Stock outstanding adjusted for any dilutive 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 ~~(loss)~~ per common share attributable to common shareholders for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (in thousands, except per share data):



	For the three months				For the nine months				For the three months				For the six months
	ended September 30,				ended September 30,				ended June 30,				ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Numerator:
Net income (loss) attributable to SBA
Net income attributable to SBA
Communications Corporation	$	47,798	$	22,568	$	188,720	$	(81,678)	$	69,516	$	152,669	$	258,140	$	140,922
Denominator:
Basic weighted-average shares outstanding		109,577		111,783		109,487		111,809		107,850		109,412		107,966		109,441
Dilutive impact of stock options, RSUs, and PSUs		1,988		1,920		1,842		—		1,497		1,889		1,477		1,769
Diluted weighted-average shares outstanding		111,565		113,703		111,329		111,809		109,347		111,301		109,443		111,210
Net income (loss) per common share attributable to SBA
Net income per common share attributable to SBA
Communications Corporation:
Basic	$	0.44	$	0.20	$	1.72	$	(0.73)	$	0.64	$	1.40	$	2.39	$	1.29
Diluted	$	0.43	$	0.20	$	1.70	$	(0.73)	$	0.64	$	1.37	$	2.36	$	1.27

For the three and six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020 and for the nine months ended September 30,~~ 2021, the diluted ~~weighted average~~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.

For the nine months ended September 30, 2020, all potential common stock equivalents, including 3.2 million shares underlying stock options outstanding, 0.3 million shares underlying RSUs outstanding, and 0.1 million shares underlying PSUs outstanding, were excluded as the effect would be anti-dilutive.

16. REDEEMABLE NONCONTROLLING INTERESTS

As a result of its acquisition of additional interests of a previously unconsolidated joint venture in South Africa which operated under the name Atlas Tower South Africa (“Atlas SA”), the Company has consolidated the results of the entity into its financial statements since August 2019. In connection with the acquisition of the additional interest in Atlas SA, the parties agreed to both a put option exercisable by the noncontrolling interest holder and a call option exercisable by the Company for the remaining 6% minority interest based on a formulaic approach. During the third quarter of 2020, the Company noticed its intent to exercise its call option to acquire its remaining 6% interest in the joint venture. On March 25, 2021, the Company remitted $13.7 million to the seller as closing consideration for the remaining 6% interest in the joint venture, subject to an earnout in September 2021 based on the attainment of certain future performance metrics. The parties are currently in litigation regarding various issues arising in connection with the closing of the transaction. Consequently, the Company is retaining the fair value of the acquired 6% noncontrolling interest in Redeemable Noncontrolling Interests until such time as the litigation is resolved.

The fair value assigned to the redeemable noncontrolling interest as of September 30, 2021 is based on the contractually-defined redemption value, which was delivered as closing consideration for the remaining 6% interest. In accordance with the terms of the call option, the amount of closing consideration was fixed upon exercise of the call option. The Company allocates income and losses to ~~the~~its redeemable noncontrolling interest ~~holder~~holders based on the applicable membership interest percentage. At each reporting period, the redeemable noncontrolling interest is recognized at the ~~higher~~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 ~~contractually-defined~~ 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). ~~For~~The fair value of the ~~nine months ended September~~redeemable noncontrolling interest is estimated using Level 3 inputs.

The components of redeemable noncontrolling interests as of June 30, ~~2021, the loss attributable to the 6% interest was immaterial.~~2022 are as follows (in thousands):



	June 30,		December 31,
	2022		2021

Beginning balance	$	17,250	$	15,194
Net loss attributable to noncontrolling interests		(682)		—
Foreign currency translation adjustments		(196)		—
Purchase of noncontrolling interests		—		(18,000)
Contribution from joint venture partner		—		17,250
Adjustment to redemption amount		23,509		2,806
Ending balance	$	39,881	$	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 ~~its~~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~~June 30, ~~2021,~~2022, the hedge remains highly effective; therefore, ~~subsequent~~ changes in ~~the~~ fair value are recorded in Accumulated other

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comprehensive loss, net. As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the interest rate swap ~~has~~had a fair value of ~~$36.7~~$147.0 million and ~~$12.1~~$60.3 million, respectively, and is recorded in Other assets on the Consolidated Balance Sheets.

On August 4, 2020, the Company also terminated its existing interest rate swaps, which were previously de-designated as cash flow hedges. There was 0 cash transferred in connection with the termination of these swaps. The Company reclassifies the fair

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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 ~~of $82.7~~$61.3 million gain and ~~$140.9~~a $47.8 million ~~of accumulated derivative net losses~~loss as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~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~~six month periods ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021.



	For the three months				For the nine months				For the three months				For the six months
	ended September 30,				ended September 30,				ended June 30,				ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021

Cash Flow Hedge - Interest Rate Swap Agreement	(in thousands)								(in thousands)
Change in fair value recorded in Accumulated other comprehensive loss, net	$	(1,324)	$	(7,252)	$	24,586	$	(132,460)	$	12,611	$	(5,657)	$	86,712	$	25,909
Amount recognized in Non-cash interest expense	$	—	$	(1,062)	$	—	$	(6,707)

Derivatives Not Designated as Hedges - Interest Rate Swap Agreements
Amount reclassified from Accumulated other comprehensive
loss, net into Non-cash interest expense	$	11,222	$	8,809	$	33,665	$	18,094	$	11,222	$	11,222	$	22,443	$	22,443
Change in fair value recorded in Other income (expense), net	$	—	$	(3,192)	$	—	$	—

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 ~~South Africa.~~Tanzania. Our primary business line is our site leasing business, which contributed ~~97.5%~~96.6% of our total segment operating profit for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. In our site leasing business, we (1) lease ~~antenna~~ space to wireless service providers and other customers on ~~towers~~assets that we own or operate and (2) manage rooftop and tower sites for property owners under various contractual arrangements. As of ~~September~~June 30, ~~2021,~~2022, we owned ~~34,072~~36,297 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 ~~South Africa.~~Tanzania. As of ~~September~~June 30, ~~2021,~~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~~six months ended ~~September~~June 30, ~~2021.~~2022. In addition, as of ~~September~~June 30, ~~2021,~~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 4%5% of our total towers.

We derive site leasing revenues ~~primarily~~ from ~~wireless service provider tenants, including T-Mobile, AT&T, Verizon Wireless, Oi S.A., Telefonica, Claro, Tigo, and TIM. Wireless service providers enter into~~all the major carriers in each of the 16 countries in which we operate. Our tenant leases ~~with us, each~~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 ~~which relates to~~ the ~~lease or~~ use of ~~space at an individual~~the site. ~~In the United States and Canada, our~~

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Our tenant leases are generally for an initial term of five years to 1015 years with multiple renewal periods at the option of the tenant. ~~These~~Our tenant leases ~~typically~~either (1) contain specific annual rent escalators, which average 3-4% per year, including the renewal option periods. Tenant leases in South Africa and our Central and South American markets typically have an initial term of 10 years with multiple renewal periods. In Central America, we have similar rent escalators to that of leases in the United States and Canada while our leases in South America and South Africa(2) escalate annually in accordance with an inflationary index, or (3) escalate using a ~~standard cost~~combination of ~~living index. Site~~fixed and inflation adjusted escalators. In addition, our international site leases ~~in South America typically provide for a fixed rental amount and a pass through charge for the underlying~~may include pass-through charges, such as rent related to ground leases and other property ~~interests.~~interests, utilities, and fuel.

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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.

~~In the United States and our international markets, ground~~Ground leases and other property interests are generally for an initial term of five years ~~to 10 years~~or more with multiple renewal periods, which are at our ~~option, and provide for~~option. Our ground leases either (1) contain specific annual rent escalators, ~~which typically average 2-3%~~(2) escalate annually ~~or in our South American markets and South Africa, adjust~~ in accordance with an inflationary index or (3) escalate using a ~~standard cost~~combination of ~~living index.~~fixed and inflation adjusted escalators. As of ~~September~~June 30, ~~2021,~~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, ~~and~~ 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 ~~Peru,~~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				For the three months ended				For the six months ended
Segment operating profit as a percentage of	September 30,				September 30,				June 30,				June 30,

total operating profit	2021		2020		2021		2020		2022		2021		2022		2021

Domestic site leasing		80.5%		81.4%		80.6%		81.2%		77.4%		80.7%		78.0%		80.7%
International site leasing		16.7%		16.8%		16.9%		17.4%		19.0%		16.8%		18.6%		16.9%
Total site leasing		97.2%		98.2%		97.5%		98.6%		96.4%		97.5%		96.6%		97.6%

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

During the remainder of ~~2021,~~2022, we expect organic site leasing revenue in both our domestic and international segments to increase over ~~2020~~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.

2322

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

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

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

Dividend. 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.

~~COVID-19 Update~~

We have experienced minimal impact to our business or results of operations from the coronavirus (COVID-19) pandemic. The extent to which COVID-19 could adversely affect our future business operations will depend on future developments such as the duration of the outbreak, new information on the severity of COVID-19 or its variants, and methods taken to contain or treat the outbreak of COVID-19 including a vaccine distribution program. While the full impact of COVID-19 is not yet known, we will continue to monitor these developments and the potential effects on our business.

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, ~~2020.~~2021. Our preparation of our financial statements requires us to make

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estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting periods. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. There can be no assurance that actual results will not differ from those estimates and such differences could be significant.

~~Reference Rate Reform~~

ASU 2020-04 and ASU 2021-01, Reference Rate Reform, provide optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. An entity may elect to apply the amendments prospectively through December 31, 2022. The ICE Benchmark Administration Limited (“IBA”) intends to cease the publication of USD LIBOR as follows: the 1 week and 2 month tenors on December 31, 2021 and all other tenors on June 30, 2023. On July 7, 2021, we amended our 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. Refer to “Debt Instruments and Debt Service Requirements” below for further discussion of the Credit Facility. As of September 30, 2021, we have not modified any other contracts as a result of reference rate reform and are evaluating the impact this standard may have on our consolidated financial statements.

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~~June 30, ~~2021~~2022 Compared to Three Months Ended ~~September~~June 30, ~~2020~~2021

Revenues and Segment Operating Profit:



	For the three months ended								Constant		For the three months ended								Constant
	September 30,				Foreign		Constant		Currency		June 30,				Foreign		Constant		Currency
	2021		2020		Currency Impact		Currency Change		% Change		2022		2021		Currency Impact		Currency Change		% Change

Revenues	(in thousands)										(in thousands)
Domestic site leasing	$	426,758	$	390,961	$	—	$	35,797		9.2%	$	442,084	$	418,829	$	—	$	23,255		5.6%
International site leasing		108,734		95,804		3,206		9,724		10.1%		138,149		105,266		3,417		29,466		28.0%
Site development		53,813		36,175		—		17,638		48.8%		71,773		51,433		—		20,340		39.5%
Total	$	589,305	$	522,940	$	3,206	$	63,159		12.1%	$	652,006	$	575,528	$	3,417	$	73,061		12.7%
Cost of Revenues
Domestic site leasing	$	65,260	$	64,228	$	—	$	1,032		1.6%	$	65,768	$	63,948	$	—	$	1,820		2.8%
International site leasing		33,406		28,494		1,084		3,828		13.4%		45,747		31,402		1,027		13,318		42.4%
Site development		41,357		28,797		—		12,560		43.6%		54,497		40,409		—		14,088		34.9%
Total	$	140,023	$	121,519	$	1,084	$	17,420		14.3%	$	166,012	$	135,759	$	1,027	$	29,226		21.5%
Operating Profit
Domestic site leasing	$	361,498	$	326,733	$	—	$	34,765		10.6%	$	376,316	$	354,881	$	—	$	21,435		6.0%
International site leasing		75,328		67,310		2,122		5,896		8.8%		92,402		73,864		2,390		16,148		21.9%
Site development		12,456		7,378		—		5,078		68.8%		17,276		11,024		—		6,252		56.7%

Revenues

Domestic site leasing revenues increased ~~$35.8~~$23.3 million for the three months ended ~~September~~June 30, ~~2021,~~2022, as compared to the prior year, primarily due to (1) revenues from ~~858~~143 towers acquired ~~(including wireless tenant licenses on 710 utility transmission structures from the PG&E transaction)~~ and 69 towers built since ~~July~~April 1, ~~2020 and (2) organic site leasing growth, primarily from~~

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~~monetary lease amendments for additional equipment added to our towers as well as new leases and contractual rent escalators, partially offset by lease non-renewals.~~

~~International site leasing revenues increased $12.9 million for the three months ended September 30,~~ 2021 as compared to the prior year. On a constant currency basis, international site leasing revenues increased $9.7 million. These changes were primarily due to (1) revenues from 222 towers acquired and 422 towers built since July 1, 2020 and (2) organic site leasing growth from new leases, amendments, and contractual escalators, partially offset by lease non-renewals. Site leasing revenue in Brazil represented 11.3% of total site leasing revenue for the period. No other individual international market represented more than 4% of our total site leasing revenue.

Site development revenues increased $17.6 million for the three months ended September 30, 2021, as compared to prior year, as a result of increased carrier activity driven primarily by T-Mobile and DISH.

~~Operating Profit~~

Domestic site leasing segment operating profit increased $34.8 million for the three months ended September 30, 2021, as compared to the prior year, primarily due to additional profit generated by (1) towers acquired and built since July 1, 2020 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 $8.0 million for the three months ended September 30, 2021, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $5.9 million. These changes were primarily due to additional profit generated by (1) towers acquired and built since July 1, 2020 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.

Site development segment operating profit increased $5.1 million for the three months ended September 30, 2021, as compared to the prior year, as a result of increased carrier activity driven primarily by T-Mobile and DISH.

~~Selling, General, and Administrative Expenses:~~

For the three months ended
Constant
September 30,
Foreign
Constant
Currency
2021
2020
Currency Impact
Currency Change
% Change
(in thousands)
Domestic site leasing
$
27,983
$
25,466
$
—
$
2,517
9.9%
International site leasing
9,272
8,747
197
328
3.7%
Total site leasing
$
37,255
$
34,213
$
197
$
2,845
8.3%
Site development
4,791
4,518
—
273
6.0%
Other
8,954
9,421
—
(467)
(5.0%)
Total
$
51,000
$
48,152
$
197
$
2,651
5.5%

Selling, general, and administrative expenses increased $2.8 million for the three months ended September 30, 2021, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses increased $2.7 million. These changes were primarily as a result of an increase in personnel and other support related costs.

~~Acquisition and New Business Initiatives Related Adjustments and Expenses:~~

For the three months ended
Constant
September 30,
Foreign
Constant
Currency
2021
2020
Currency Impact
Currency Change
% Change
(in thousands)
Domestic site leasing
$
2,911
$
2,458
$
—
$
453
18.4%
International site leasing
2,819
1,666
1,491
(338)
(20.3%)
Total
$
5,730
$
4,124
$
1,491
$
115
2.8%

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~~Asset Impairment and Decommission Costs:~~

For the three months ended
Constant
September 30,
Foreign
Constant
Currency
2021
2020
Currency Impact
Currency Change
% Change
(in thousands)
Domestic site leasing
$
6,113
$
6,129
$
—
$
(16)
(0.3%)
International site leasing
3,747
2,377
(39)
1,409
59.3%
Total
$
9,860
$
8,506
$
(39)
$
1,393
16.4%

Asset impairment and decommission costs increased $1.4 million for the three months ended September 30, 2021, as compared to the prior year. This change was primarily as a result of a $1.2 million increase in impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers and a $0.2 million increase in costs related to sites decommissioned in the third quarter of 2021 compared to the prior year period.

~~Depreciation, Accretion, and Amortization Expense:~~

For the three months ended
Constant
September 30,
Foreign
Constant
Currency
2021
2020
Currency Impact
Currency Change
% Change
(in thousands)
Domestic site leasing
$
123,705
$
135,350
$
—
$
(11,645)
(8.6%)
International site leasing
45,035
42,851
1,189
995
2.3%
Total site leasing
$
168,740
$
178,201
$
1,189
$
(10,650)
(6.0%)
Site development
565
578
—
(13)
(2.2%)
Other
1,611
1,523
—
88
5.8%
Total
$
170,916
$
180,302
$
1,189
$
(10,575)
(5.9%)

Depreciation, accretion, and amortization expense decreased $9.4 million for the three months ended September 30, 2021, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense decreased $10.6 million. 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 July 1, 2020.

~~Operating Income (Expense):~~

For the three months ended
Constant
September 30,
Foreign
Constant
Currency
2021
2020
Currency Impact
Currency Change
% Change
(in thousands)
Domestic site leasing
$
200,786
$
157,330
$
—
$
43,456
27.6%
International site leasing
14,455
11,669
(716)
3,502
30.0%
Total site leasing
$
215,241
$
168,999
$
(716)
$
46,958
27.8%
Site development
7,100
2,282
—
4,818
211.1%
Other
(10,565)
(10,944)
—
379
(3.5%)
Total
$
211,776
$
160,337
$
(716)
$
52,155
32.5%

Domestic site leasing operating income increased $43.5 million for the three months ended September 30, 2021, as compared to the prior year, primarily due to higher segment operating profit and a decrease in depreciation, accretion, and amortization expense, partially offset by increases in selling, general, and administrative expenses and acquisition and new business initiatives related adjustments and expenses.

International site leasing operating income increased $2.8 million for the three months ended September 30, 2021, as compared to the prior year. On a constant currency basis, international site leasing operating income increased $3.5 million. This change was primarily due to higher segment operating profit, partially offset by increases in asset impairment and decommission costs and depreciation, accretion, and amortization expense.

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Site development operating income increased $4.8 million for the three months ended September 30, 2021, as compared to the prior year, primarily due to higher segment operating profit driven by more activity from T-Mobile and DISH.

~~Other Income (Expense):~~

For the three months ended
Constant
September 30,
Foreign
Constant
Currency
2021
2020
Currency Impact
Currency Change
% Change
(in thousands)
Interest income
$
945
$
756
$
30
$
159
21.0%
Interest expense
(89,199)
(89,791)
7
585
(0.7%)
Non-cash interest expense
(11,820)
(8,323)
—
(3,497)
42.0%
Amortization of deferred financing fees
(4,934)
(4,883)
—
(51)
1.0%
Loss from extinguishment of debt, net
—
(2,599)
—
2,599
(100.0%)
Other expense, net
(69,804)
(42,262)
(29,319)
1,777
(50.0%)
Total
$
(174,812)
$
(147,102)
$
(29,282)
$
1,572
(1.5%)

Non-cash interest expense increased $3.5 million for the three months ended September 30, 2021, as compared to the prior year primarily related to amortization of accumulated losses related to our interest rate swaps de-designated as cash flow hedges.

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

Other expense, net includes a $67.6 million loss on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries for the three months ended September 30, 2021, while the prior year period included a $38.6 million loss.

~~Benefit for Income Taxes:~~

For the three months ended
Constant
September 30,
Foreign
Constant
Currency
2021
2020
Currency Impact
Currency Change
% Change
(in thousands)
Benefit for income taxes
$
10,834
$
9,441
$
9,377
$
(7,984)
210.3%

Benefit for income taxes increased $1.4 million for the three months ended September 30, 2021, as compared to the prior year. On a constant currency basis, benefit for income taxes decreased $8.0 million primarily due to an increase in deferred foreign taxes and deferred state taxes.

~~Net Income:~~

For the three months ended
Constant
September 30,
Foreign
Constant
Currency
2021
2020
Currency Impact
Currency Change
% Change
(in thousands)
Net income
$
47,798
$
22,676
$
(20,621)
$
45,743
95.8%

Net income increased $25.1 million for the three months ended September 30, 2021, as compared to the prior year. On a constant currency basis, net income increased $45.7 million. These changes were primarily due to an increase in operating income and a decrease in the loss on extinguishment of debt. This was partially offset by a decrease in benefit for income taxes and an increase in non-cash interest expense.

‎

~~Table of Contents~~

~~Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020~~

~~Revenues and Segment Operating Profit:~~

For the nine months ended
Constant
September 30,
Foreign
Constant
Currency
2021
2020
Currency Impact
Currency Change
% Change
Revenues
(in thousands)
Domestic site leasing
$
1,249,291
$
1,165,322
$
—
$
83,969
7.2%
International site leasing
315,523
296,201
(5,913)
25,235
8.5%
Site development
148,882
85,708
—
63,174
73.7%
Total
$
1,713,696
$
1,547,231
$
(5,913)
$
172,378
11.1%
Cost of Revenues
Domestic site leasing
$
194,455
$
192,226
$
—
$
2,229
1.2%
International site leasing
95,055
87,894
(2,066)
9,227
10.5%
Site development
116,172
68,417
—
47,755
69.8%
Total
$
405,682
$
348,537
$
(2,066)
$
59,211
17.0%
Operating Profit
Domestic site leasing
$
1,054,836
$
973,096
$
—
$
81,740
8.4%
International site leasing
220,468
208,307
(3,847)
16,008
7.7%
Site development
32,710
17,291
—
15,419
89.2%

~~Revenues~~

Domestic site leasing revenues increased $84.0 million for the nine months ended September 30, 2021, as compared to the prior year, primarily due to (1) revenues from 929 towers acquired (including wireless tenant licenses on 710 utility transmission structures from the PG&E transaction) and 16 towers built since January 1, 2020 and (2) organic site leasing growth, primarily from monetary lease amendments for additional equipment added to our towers as well as new leases and contractual rent escalators, partially offset by lease non-renewals.

International site leasing revenues increased ~~$19.3~~$32.9 million for the ~~nine~~three months ended ~~September~~June 30, ~~2021,~~2022, as compared to the prior year. On a constant currency basis, international site leasing revenues increased ~~$25.2~~$29.5 million. These changes were primarily due to (1) revenues from ~~236~~2,134 towers acquired (including 1,445 towers under the deal with Airtel Tanzania) and ~~540~~450 towers built since ~~January~~April 1, ~~2020 and~~2021, (2) organic site leasing growth from new leases, amendments, and contractual escalators, and (3) an increase in reimbursable pass-through expenses due primarily to increases in CPI escalators on our ground leases, partially offset by lease non-renewals. Site leasing revenue in Brazil represented ~~11.2%~~12.7% of total site leasing revenue for the period. No other individual international market represented more than 4%5% of our total site leasing revenue.

Site development revenues increased ~~$63.2~~$20.3 million for the ~~nine~~three months ended ~~September~~June 30, ~~2021,~~2022, as compared to prior year, as a result of increased carrier activity driven primarily by T-Mobile, DISH Wireless, and ~~DISH.~~Verizon.

Operating Profit

Domestic site leasing segment operating profit increased ~~$81.7~~$21.4 million for the ~~nine~~three months ended ~~September~~June 30, ~~2021,~~2022, as compared to the prior year, primarily due to additional profit generated by (1) towers acquired and built since ~~January~~April 1, ~~2020~~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 ~~$12.2~~$18.5 million for the ~~nine~~three months ended ~~September~~June 30, ~~2021,~~2022, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased ~~$16.0~~$16.1 million. These changes were primarily due to additional profit generated by (1) towers acquired and built since ~~January~~April 1, ~~2020~~2021 and organic site

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leasing growth as noted above ~~(2) continued control of our site leasing cost of revenue,~~ and ~~(3)~~(2) the positive impact of our ground lease purchase ~~program.~~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 ~~$15.4~~$6.3 million for the ~~nine~~three months ended ~~September~~June 30, ~~2021,~~2022, as compared to the prior year, as a result of increased carrier activity driven primarily by T-Mobile, DISH Wireless, and ~~DISH.~~Verizon.

‎Selling, General, and Administrative Expenses:



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

	(in thousands)
Domestic site leasing	$	26,225	$	29,201	$	—	$	(2,976)		(10.2%)
International site leasing		15,073		9,521		(67)		5,619		59.0%
Total site leasing	$	41,298	$	38,722	$	(67)	$	2,643		6.8%
Site development		5,212		3,994		—		1,218		30.5%
Other		16,764		11,229		—		5,535		49.3%
Total	$	63,274	$	53,945	$	(67)	$	9,396		17.4%

Selling, general, and administrative expenses increased $9.3 million for the three months ended June 30, 2022, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses increased $9.4 million. These changes were primarily as a result of an increase in non-cash compensation, personnel, and other support related costs due in part to our entry into new markets.

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

Asset Impairment and Decommission Costs:



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

	(in thousands)
Domestic site leasing	$	7,089	$	2,690	$	—	$	4,399		163.5%
International site leasing		1,432		961		(127)		598		62.2%
Total site leasing	$	8,521	$	3,651	$	(127)	$	4,997		136.9%
Other		—		146		—		(146)		(100.0%)
Total	$	8,521	$	3,797	$	(127)	$	4,851		127.8%

Asset impairment and decommission costs increased $4.7 million for the three months ended June 30, 2022, as compared to the prior year. On a constant currency basis, asset impairment and decommission costs increased $4.9 million. These changes were primarily as a result of an increase 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 due in part to increased churn from Sprint.

Depreciation, Accretion, and Amortization Expense:



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

	(in thousands)
Domestic site leasing	$	122,570	$	128,034	$	—	$	(5,464)		(4.3%)
International site leasing		51,597		44,744		1,276		5,577		12.5%
Total site leasing	$	174,167	$	172,778	$	1,276	$	113		0.1%
Site development		619		1,017		—		(398)		(39.1%)
Other		1,606		1,674		—		(68)		(4.1%)
Total	$	176,392	$	175,469	$	1,276	$	(353)		(0.2%)

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~~Selling, General,~~Domestic site leasing depreciation, accretion, and ~~Administrative Expenses:~~

For the nine months ended
Constant
September 30,
Foreign
Constant
Currency
2021
2020
Currency Impact
Currency Change
% Change
(in thousands)
Domestic site leasing
$
85,240
$
78,021
$
—
$
7,219
9.3%
International site leasing
26,553
25,713
288
552
2.1%
Total site leasing
$
111,793
$
103,734
$
288
$
7,771
7.5%
Site development
14,574
13,468
—
1,106
8.2%
Other
30,179
29,654
—
525
1.8%
Total
$
156,546
$
146,856
$
288
$
9,402
6.4%

~~Selling, general, and administrative expenses increased $9.7~~amortization expense decreased $5.5 million for the ~~nine~~three months ended ~~September~~June 30, ~~2021,~~2022, as compared to the prior year. ~~This change was primarily as a result of an increase in personnel and other support related costs.~~

~~Acquisition and New Business Initiatives Related Adjustments and Expenses:~~

For the nine months ended
Constant
September 30,
Foreign
Constant
Currency
2021
2020
Currency Impact
Currency Change
% Change
(in thousands)
Domestic site leasing
$
10,839
$
8,059
$
—
$
2,780
34.5%
International site leasing
6,686
4,498
2,302
(114)
(2.5%)
Total
$
17,525
$
12,557
$
2,302
$
2,666
21.2%

Acquisition and new business initiatives related adjustments and expenses increased $5.0 million for the nine months ended September 30, 2021, as compared to the prior year. On a constant currency basis, acquisition and new business initiatives related adjustments and expenses increased $2.7 million. These changes were primarily as a result of an increase in third party acquisition and integration costs as well as incremental costs incurred in support of new business initiatives as compared to the prior year.

~~Asset Impairment and Decommission Costs:~~

For the nine months ended
Constant
September 30,
Foreign
Constant
Currency
2021
2020
Currency Impact
Currency Change
% Change
(in thousands)
Domestic site leasing
$
12,674
$
22,297
$
—
$
(9,623)
(43.2%)
International site leasing
5,740
6,806
(18)
(1,048)
(15.4%)
Total site leasing
$
18,414
$
29,103
$
(18)
$
(10,671)
(36.7%)
Other
146
—
—
146
—%
Total
$
18,560
$
29,103
$
(18)
$
(10,525)
(36.2%)

Asset impairment and decommission costs decreased $10.5 million for the nine months ended September 30, 2021, as compared to the prior year. This change was primarily as a result of a $9.9 million decrease in impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers and a $0.7 million decrease related to sites decommissioned in the nine months ended September 30, 2021 compared to the prior year period.

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~~Depreciation, Accretion, and Amortization Expenses:~~

For the nine months ended
Constant
September 30,
Foreign
Constant
Currency
2021
2020
Currency Impact
Currency Change
% Change
(in thousands)
Domestic site leasing
$
390,730
$
403,725
$
—
$
(12,995)
(3.2%)
International site leasing
132,900
131,474
(2,792)
4,218
3.2%
Total site leasing
$
523,630
$
535,199
$
(2,792)
$
(8,777)
(1.6%)
Site development
1,727
1,791
—
(64)
(3.6%)
Other
4,909
4,597
—
312
6.8%
Total
$
530,266
$
541,587
$
(2,792)
$
(8,529)
(1.6%)

Depreciation, accretion, and amortization expense decreased $11.3 million for the nine months ended September 30, 2021, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense decreased $8.5 million. This change was primarily due to the impact of assets that became fully depreciated since the prior year period, partially offset by an increase in the number of towers we acquired and built since ~~January~~April 1, ~~2020.~~2021.

International site leasing depreciation, accretion, and amortization expense increased $6.9 million for the three months ended June 30, 2022, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense increased $5.6 million. These changes were primarily due to the increase in the number of towers we acquired and built since April 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		For the three months ended								Constant
	September 30,				Foreign		Constant		Currency		June 30,				Foreign		Constant		Currency
	2021		2020		Currency Impact		Currency Change		% Change		2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)										(in thousands)
Domestic site leasing	$	555,353	$	460,994	$	—	$	94,359		20.5%	$	217,643	$	190,360	$	—	$	27,283		14.3%
International site leasing		48,589		39,816		(3,627)		12,400		31.1%		20,260		16,440		1,174		2,646		16.1%
Total site leasing	$	603,942	$	500,810	$	(3,627)	$	106,759		21.3%	$	237,903	$	206,800	$	1,174	$	29,929		14.5%
Site development		16,409		2,032		—		14,377		707.5%		11,445		6,013		—		5,432		90.3%
Other		(35,234)		(34,251)		—		(983)		2.9%		(18,370)		(13,049)		—		(5,321)		40.8%
Total	$	585,117	$	468,591	$	(3,627)	$	120,153		25.6%	$	230,978	$	199,764	$	1,174	$	30,040		15.0%

Domestic site leasing operating income increased ~~$94.4~~$27.3 million for the ~~nine~~three months ended ~~September~~June 30, ~~2021,~~2022, as compared to the prior year, primarily due to higher segment operating profit and decreases in depreciation, accretion, and amortization expense and ~~asset impairment~~selling, general, and ~~decommission costs,~~administrative expenses, partially offset by increases in ~~selling, general,~~asset impairment and ~~administrative expenses and acquisition and new business initiatives related adjustments and expenses.~~decommission costs.

International site leasing operating income increased ~~$8.8~~$3.8 million for the ~~nine~~three months ended ~~September~~June 30, ~~2021,~~2022, as compared to the prior year. On a constant currency basis, international site leasing operating income increased ~~$12.4~~$2.6 million. These changes were primarily due to higher segment operating profit, ~~and a decrease in asset impairment and decommission costs,~~ partially offset by ~~an increase~~increases in depreciation, accretion, and amortization ~~expense.~~

expense and selling, general, and administrative expenses.

Site development operating income increased ~~$14.4~~$5.4 million for the ~~nine~~three months ended ~~September~~June 30, ~~2021,~~2022, as compared to the prior year, primarily due to higher segment operating profit driven by more activity from T-Mobile, DISH Wireless, and ~~DISH, partially offset by an increase in selling, general, and administrative expenses.~~Verizon.

Other Income (Expense):



	For the nine months ended								Constant		For the three months ended								Constant
	September 30,				Foreign		Constant		Currency		June 30,				Foreign		Constant		Currency
	2021		2020		Currency Impact		Currency Change		% Change		2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)										(in thousands)
Interest income	$	2,124	$	2,340	$	(60)	$	(156)		(6.7%)	$	1,517	$	547	$	42	$	928		169.7%
Interest expense		(269,839)		(281,329)		15		11,475		(4.1%)		(84,315)		(90,544)		(2)		6,231		(6.9%)
Non-cash interest expense		(35,436)		(13,066)		(1)		(22,369)		171.2%		(11,529)		(11,812)		(1)		284		(2.4%)
Amortization of deferred financing fees		(14,690)		(15,211)		—		521		(3.4%)		(4,922)		(4,865)		—		(57)		1.2%
Loss from extinguishment of debt, net		(13,672)		(19,463)		—		5,791		(29.8%)		—		(2,020)		—		2,020		(100.0%)
Other expense, net		(49,390)		(300,144)		257,355		(6,601)		(5,893.8%)
Other (expense) income, net												(66,141)		108,849		(176,265)		1,275		(43.2%)
Total	$	(380,903)	$	(626,873)	$	257,309	$	(11,339)		3.5%	$	(165,390)	$	155	$	(176,226)	$	10,681		(9.6%)

Interest expense decreased $6.2 million for the three months ended June 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.

Loss from extinguishment of debt was $2.0 million for the three months ended June 30, 2021 representing the write-off of unamortized financing fees related to the repayment of the 2017-1C Tower Securities in May 2021.

Other expense, net includes a $63.7 million loss on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries for the three months ended June 30, 2022, while the prior year period included a $111.3 million gain.

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Benefit (Provision) for Income Taxes:



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

	(in thousands)
Benefit (provision) for income taxes	$	3,563	$	(47,250)	$	58,274	$	(7,461)		79.5%

Provision for income taxes decreased $50.8 million for the three months ended June 30, 2022, as compared to the prior year. On a constant currency basis, provision for income taxes increased $7.5 million primarily due to increases in deferred foreign taxes and current state taxes offset by a decrease in deferred withholding taxes.

Net Income:



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

	(in thousands)
Net income	$	69,151	$	152,669	$	(116,778)	$	33,260		42.2%

Net income decreased $83.5 million for the three months ended June 30, 2022, as compared to the prior year. This change was primarily due to fluctuations in foreign currency exchange rates related to the remeasurement of the U.S. dollar denominated intercompany loans with foreign subsidiaries. On a constant currency basis, net income increased $33.3 million due to an increase in operating income and decreases in interest expense and loss from the extinguishment of debt, partially offset by an increase in provision for income taxes.

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021

Revenues and Segment Operating Profit:



	For the six months ended								Constant
	June 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

Revenues	(in thousands)
Domestic site leasing	$	875,070	$	822,407	$	—	$	52,663		6.4%
International site leasing		264,595		206,790		5,684		52,121		25.2%
Site development		132,111		95,069		—		37,042		39.0%
Total	$	1,271,776	$	1,124,266	$	5,684	$	141,826		12.6%
Cost of Revenues
Domestic site leasing	$	131,573	$	129,069	$	—	$	2,504		1.9%
International site leasing		87,097		61,649		1,811		23,637		38.3%
Site development		100,269		74,815		—		25,454		34.0%
Total	$	318,939	$	265,533	$	1,811	$	51,595		19.4%
Operating Profit
Domestic site leasing	$	743,497	$	693,338	$	—	$	50,159		7.2%
International site leasing		177,498		145,141		3,873		28,484		19.6%
Site development		31,842		20,254		—		11,588		57.2%

Revenues

Domestic site leasing revenues increased $52.7 million for the six months ended June 30, 2022, as compared to the prior year, primarily due to (1) revenues from 855 towers acquired (including wireless tenant licenses on 715 utility transmission structures from the PG&E transaction) and 11 towers built since January 1, 2021 and (2) organic site leasing growth, primarily from monetary lease amendments for additional equipment added to our towers as well as new leases and contractual rent escalators, partially offset by lease non-renewals.

International site leasing revenues increased $57.8 million for the six months ended June 30, 2022, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $52.1 million. These changes were primarily due to (1) revenues from 2,153 towers acquired (including 1,445 towers under the deal with Airtel Tanzania) and 510 towers built since

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January 1, 2021, (2) organic site leasing growth from new leases, amendments, and contractual escalators, and (3) an increase in reimbursable pass-through expenses due primarily to increases in CPI escalators on our ground leases, partially offset by lease non-renewals. Site leasing revenue in Brazil represented 12.2% of total site leasing revenue for the period. No other individual international market represented more than 5% of our total site leasing revenue.

Site development revenues increased $37.0 million for the six months ended June 30, 2022, as compared to prior year, as a result of increased carrier activity driven primarily by T-Mobile, DISH Wireless, and Verizon.

Operating Profit

Domestic site leasing segment operating profit increased $50.2 million for the six months ended June 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 $32.4 million for the six months ended June 30, 2022, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $28.5 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 $11.6 million for the six months ended June 30, 2022, as compared to the prior year, as a result of increased carrier activity driven primarily by T-Mobile, DISH Wireless, and Verizon.

Selling, General, and Administrative Expenses:



	For the six months ended								Constant
	June 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
Domestic site leasing	$	49,598	$	57,257	$	—	$	(7,659)		(13.4%)
International site leasing		30,567		17,281		(211)		13,497		78.1%
Total site leasing	$	80,165	$	74,538	$	(211)	$	5,838		7.8%
Site development		10,734		9,783		—		951		9.7%
Other		34,499		21,225		—		13,274		62.5%
Total	$	125,398	$	105,546	$	(211)	$	20,063		19.0%

Selling, general, and administrative expenses increased $19.9 million for the six months ended June 30, 2022, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses increased $20.1 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 six months ended								Constant
	June 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
Domestic site leasing	$	12,572	$	6,561	$	—	$	6,011		91.6%
International site leasing		4,461		1,993		(47)		2,515		126.2%
Total site leasing	$	17,033	$	8,554	$	(47)	$	8,526		99.7%
Other		—		146		—		(146)		(100.0%)
Total	$	17,033	$	8,700	$	(47)	$	8,380		96.3%

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Asset impairment and decommission costs increased $8.3 million, on an actual and constant currency basis, for the six months ended June 30, 2022, as compared to the prior year. These changes were primarily as a result of a increase in impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers due in part to increased churn from Sprint.

Depreciation, Accretion, and Amortization Expenses:



	For the six months ended								Constant
	June 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
Domestic site leasing	$	245,704	$	267,025	$	—	$	(21,321)		(8.0%)
International site leasing		100,478		87,865		2,116		10,497		11.9%
Total site leasing	$	346,182	$	354,890	$	2,116	$	(10,824)		(3.0%)
Site development		1,207		1,162		—		45		3.9%
Other		3,327		3,298		—		29		0.9%
Total	$	350,716	$	359,350	$	2,116	$	(10,750)		(3.0%)

Domestic site leasing depreciation, accretion, and amortization expense decreased $21.3 million for the six months ended June 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 $12.6 million for the six months ended June 30, 2022, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense increased $10.5 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 six months ended								Constant
	June 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
Domestic site leasing	$	429,235	$	354,567	$	—	$	74,668		21.1%
International site leasing		36,447		34,135		1,869		443		1.3%
Total site leasing	$	465,682	$	388,702	$	1,869	$	75,111		19.3%
Site development		19,901		9,309		—		10,592		113.8%
Other		(37,826)		(24,669)		—		(13,157)		53.3%
Total	$	447,757	$	373,342	$	1,869	$	72,546		19.4%

Domestic site leasing operating income increased $74.7 million for the six months ended June 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 $2.3 million for the six months ended June 30, 2022, as compared to the prior year. On a constant currency basis, international site leasing operating income increased $0.4 million. These changes were primarily due to higher segment operating profit partially offset by increases in selling, general, and administrative expenses, depreciation, accretion, and amortization expense, and asset impairment and decommission costs.

Site development operating income increased $10.6 million for the six months ended June 30, 2022, as compared to the prior year, primarily due to higher segment operating profit driven by more activity from T-Mobile, DISH Wireless, and Verizon.

‎

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Other Income (Expense):



	For the six months ended								Constant
	June 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
Interest income	$	4,020	$	1,179	$	118	$	2,723		231.0%
Interest expense		(166,566)		(180,639)		(3)		14,076		(7.8%)
Non-cash interest expense		(23,054)		(23,615)		(1)		562		(2.4%)
Amortization of deferred financing fees		(9,804)		(9,755)		—		(49)		0.5%
Loss from extinguishment of debt, net		—		(13,672)		—		13,672		(100.0%)
Other income, net		42,019		20,410		20,130		1,479		(30.8%)
Total	$	(153,385)	$	(206,092)	$	20,244	$	32,463		(14.0%)

Interest income increased $2.8 million for the six months ended June 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 ~~$11.5~~$14.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, as compared to the prior year primarily due to a lower ~~weighted average~~weighted-average interest rate, ~~due in part to the interest rate swap entered into during third quarter of 2020,~~ partially offset by a higher average principal amount of cash interest bearing debt outstanding.

Non-cash interest expense increased $22.4 million for the nine months ended September 30, 2021, as compared to the prior year primarily related to amortization of accumulated losses related to our interest rate swaps de-designated as cash flow hedges.

Loss from extinguishment of debt was $13.7 million for the ~~nine~~six months ended ~~September~~June 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. Loss from extinguishment of debt was $19.5 million for the nine months ended September 30, 2020 representing the payment of a $9.1 million call premium and the write-off of $7.7 million of the original issuance discount and unamortized financing fees related to the redemption of the 2014 Senior Notes in February 2020, as well as the write-off of $2.6 million of unamortized financing fees related to the repayment of the 2015-1C Tower Securities and 2016-1C Tower Securities in July 2020.

Other ~~expense,~~income, net includes a ~~$42.6~~$45.9 million ~~loss~~gain on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, while the prior year period included a ~~$299.9~~$25.0 million ~~loss.~~gain.

~~(Provision) Benefit~~Provision for Income Taxes:

For the nine months ended
Constant
September 30,
Foreign
Constant
Currency
2021
2020
Currency Impact
Currency Change
% Change
(in thousands)
(Provision) benefit for income taxes
$
(15,494)
$
76,143
$
(85,492)
$
(6,145)
24.4%



	For the six months ended								Constant
	June 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
Provision for income taxes	$	(36,914)	$	(26,328)	$	(10,752)	$	166		(0.9%)

Provision for income taxes increased ~~$91.6~~$10.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, as compared to the prior year. On a constant currency basis, provision for income taxes ~~increased $6.1~~decreased $0.2 million. ~~This change was~~These changes were primarily due to ~~increases~~an increase in state taxes offset by a decrease in deferred foreign ~~taxes as well as current and deferred state~~ taxes.

Net Income (Loss):

For the nine months ended
Constant
September 30,
Foreign
Constant
Currency
2021
2020
Currency Impact
Currency Change
% Change
(in thousands)
Net income (loss)
$
188,720
$
(82,139)
$
168,190
$
102,669
88.3%



	For the six months ended								Constant
	June 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
Net income	$	257,458	$	140,922	$	11,361	$	105,175		84.5%

Net income ~~was $188.7~~increased $116.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021, as compared to~~2022. On a constant currency basis, net ~~loss of $82.1 million in the prior year period. This change was~~income increased $105.2 million. These changes were primarily due to ~~fluctuations in foreign currency exchange rates including changes recorded on the remeasurement of the U.S. dollar denominated intercompany loans with foreign subsidiaries,~~ an increase in operating income and decreases in ~~cash~~ interest expense, ~~related to the interest rate swaps~~ and loss from the extinguishment of debt. ~~This was partially offset by increases in non-cash interest expense and 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. ~~This~~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.

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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 ~~2016 Senior Notes,~~ 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		For the three months ended								Constant
	September 30,				Foreign		Constant		Currency		June 30,				Foreign		Constant		Currency
	2021		2020		Currency Impact		Currency Change		% Change		2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)										(in thousands)
Net income	$	47,798	$	22,676	$	(20,621)	$	45,743		95.8%	$	69,151	$	152,669	$	(116,778)	$	33,260		42.2%
Non-cash straight-line leasing revenue		(10,392)		(635)		27		(9,784)		1,540.8%		(9,846)		(9,515)		67		(398)		4.2%
Non-cash straight-line ground lease expense		1,734		3,375		21		(1,662)		(49.2%)		721		2,007		(21)		(1,265)		(63.0%)
Non-cash compensation		17,111		17,057		55		(1)		(0.0%)		23,900		21,643		(165)		2,422		11.2%
Loss from extinguishment of debt, net		—		2,599		—		(2,599)		(100.0%)		—		2,020		—		(2,020)		(100.0%)
Other expense, net		69,804		42,262		29,319		(1,777)		(50.0%)
Other expense (income), net												66,141		(108,849)		176,265		(1,275)		(43.2%)
Acquisition and new business initiatives
related adjustments and expenses		5,730		4,124		1,491		115		2.8%		6,829		6,794		134		(99)		(1.5%)
Asset impairment and decommission costs		9,860		8,506		(39)		1,393		16.4%		8,521		3,797		(127)		4,851		127.8%
Interest income		(945)		(756)		(30)		(159)		21.0%		(1,517)		(547)		(42)		(928)		169.7%
Total interest expense ⁽¹⁾		105,953		102,997		(7)		2,963		2.9%
Interest expense ⁽¹⁾												100,766		107,221		3		(6,458)		(6.0%)
Depreciation, accretion, and amortization		170,916		180,302		1,189		(10,575)		(5.9%)		176,392		175,469		1,276		(353)		(0.2%)
Benefit for income taxes ⁽²⁾		(10,605)		(9,206)		(9,378)		7,979		197.9%
(Benefit) provision for income taxes ⁽²⁾												(3,302)		47,485		(58,268)		7,481		77.8%
Adjusted EBITDA	$	406,964	$	373,301	$	2,027	$	31,636		8.5%	$	437,756	$	400,194	$	2,344	$	35,218		8.8%

‎

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	For the nine months ended								Constant		For the six months ended								Constant
	September 30,				Foreign		Constant		Currency		June 30,				Foreign		Constant		Currency
	2021		2020		Currency Impact		Currency Change		% Change		2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)										(in thousands)
Net income (loss)	$	188,720	$	(82,139)	$	168,190	$	102,669		88.3%
Net income											$	257,458	$	140,922	$	11,361	$	105,175		84.5%
Non-cash straight-line leasing revenue		(20,483)		(3,323)		(71)		(17,089)		514.3%		(17,846)		(10,091)		118		(7,873)		78.0%
Non-cash straight-line ground lease expense		6,383		10,902		68		(4,587)		(42.1%)		1,774		4,648		(26)		(2,848)		(61.3%)
Non-cash compensation		59,175		51,915		166		7,094		13.7%		48,648		42,066		(110)		6,692		15.9%
Loss from extinguishment of debt, net		13,672		19,463		—		(5,791)		(29.8%)		—		13,672		—		(13,672)		(100.0%)
Other expense, net		49,390		300,144		(257,355)		6,601		5,893.8%
Other income, net												(42,019)		(20,410)		(20,130)		(1,479)		30.8%
Acquisition and new business initiatives
related adjustments and expenses		17,525		12,557		2,302		2,666		21.2%		11,933		11,795		146		(8)		(0.1%)
Asset impairment and decommission costs		18,560		29,103		(18)		(10,525)		(36.2%)		17,033		8,700		(47)		8,380		96.3%
Interest income		(2,124)		(2,340)		60		156		(6.7%)		(4,020)		(1,179)		(118)		(2,723)		231.0%
Total interest expense ⁽¹⁾		319,965		309,606		(14)		10,373		3.4%
Interest expense ⁽¹⁾												199,424		214,009		4		(14,589)		(6.8%)
Depreciation, accretion, and amortization		530,266		541,587		(2,792)		(8,529)		(1.6%)		350,716		359,350		2,116		(10,750)		(3.0%)
Provision (benefit) for income taxes ⁽²⁾		16,178		(75,461)		85,491		6,148		23.7%
Provision for income taxes ⁽²⁾												38,409		26,783		10,758		868		4.8%
Adjusted EBITDA	$	1,197,227	$	1,112,014	$	(3,973)	$	89,186		8.0%	$	861,510	$	790,265	$	4,072	$	67,173		8.5%

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

(2)Provision ~~(benefit)~~ for taxes includes ~~$229~~$261 and $235 of franchise taxes for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$684~~$1,495 and ~~$682~~$455 of franchise taxes for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, reflected in selling, general, and administrative expenses on the Consolidated Statements of Operations.

Adjusted EBITDA increased ~~$33.7~~$37.6 million for the three months ended ~~September~~June 30, ~~2021,~~2022, as compared to the prior year period. On a constant currency basis, Adjusted EBITDA increased ~~$31.6~~$35.2 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 ~~$85.2~~$71.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, as compared to the prior year period. On a constant currency basis, Adjusted EBITDA increased ~~$89.2~~$67.2 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,				For the six months ended June 30,
	2021		2020		2022		2021

	(in thousands)				(in thousands)
Cash provided by operating activities	$	891,330	$	882,908	$	664,597	$	638,282
Cash used in investing activities		(1,277,822)		(353,378)		(485,695)		(1,184,754)
Cash provided by (used in) financing activities		308,612		(314,250)
Cash (used in) provided by financing activities						(376,004)		545,394
Change in cash, cash equivalents, and restricted cash		(77,880)		215,280		(197,102)		(1,078)
Effect of exchange rate changes on cash, cash equiv., and restricted cash		(10,529)		(20,427)		12,454		(2,920)
Cash, cash equivalents, and restricted cash, beginning of period		342,808		141,120		435,626		342,808
Cash, cash equivalents, and restricted cash, end of period	$	254,399	$	335,973	$	250,978	$	338,810

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Operating Activities

Cash provided by operating activities was ~~$891.3~~$664.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 as compared to ~~$882.9~~$638.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The increase was primarily due to an increase in ~~segment~~ 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,				For the six months ended June 30,
	2021		2020		2022		2021

	(in thousands)				(in thousands)
Acquisitions of towers and related intangible assets(2)	$	(217,140)	$	(121,319)	$	(286,528)	$	(168,885)
Acquisition of right-of-use assets ⁽¹⁾⁽³⁾		(948,392)		—		(2,220)		(947,698)
Land buyouts and other assets ⁽²⁾⁽⁵⁾		(22,222)		(78,580)		(64,830)		(13,268)
Construction and related costs on new builds		(39,182)		(40,126)
Construction and related costs						(43,445)		(22,587)
Augmentation and tower upgrades		(22,886)		(29,712)		(23,532)		(14,437)
Tower maintenance		(25,243)		(22,162)		(19,396)		(16,292)
General corporate		(3,096)		(3,371)		(4,598)		(2,059)
Other investing activities(6)		339		(58,108)		(41,146)		472
Net cash used in investing activities	$	(1,277,822)	$	(353,378)	$	(485,695)	$	(1,184,754)

(1)During the ~~nine~~six months ended ~~September~~June 30, 2022, we closed on 1,445 sites from Airtel Tanzania for $176.1 million. Legal title has been fully transferred for 1,105 of the towers. The remaining 340 towers are pending post-closing site level documentation and 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 six months ended June 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 six months ended June 30, 2021, we acquired the exclusive right to lease and operate ~~710~~ utility transmission structures, which included existing wireless tenant licenses from PG~~&E.~~&E for $955.8 million. The difference between the ~~agreed upon~~ purchase price ~~of $969.9 million~~ and the cash acquisition amount is due to working capital adjustments.

~~(2)~~

(4)Excludes ~~$11.3~~$6.5 million and ~~$5.9~~$6.4 million spent to extend ground lease terms for the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021, ~~and 2020,~~ respectively. ~~The nine months ended September 30, 2020 includes~~

(5)Includes amounts paid related to the acquisition of a data ~~centers.~~center in Brazil during the second quarter of 2022.

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

Subsequent to ~~September~~June 30, ~~2021,~~2022, we purchased or are under contract to purchase approximately ~~1,700~~200 communication sites for an aggregate consideration of ~~approximately $231.0~~$85.0 million in ~~cash, including~~cash. Additionally, we are under contract to purchase approximately ~~1,400~~2,600 sites from Grupo TorreSur in Brazil for ~~approximately $175.0 million in cash relating to~~$725.0 million. We anticipate that these acquisitions will be consummated by the ~~previously announced deal to acquire towers from Airtel Tanzania.~~end of the fourth quarter of 2022.

For ~~2021,~~2022, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of ~~$36.0~~$46.0 million to ~~$42.0~~$56.0 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 ~~$1,425.0~~$1,410.0 million to ~~$1,435.0~~$1,430.0 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,				For the six months ended June 30,
	2021		2020		2022		2021

	(in thousands)				(in thousands)
Net repayments under Revolving Credit Facility⁽¹⁾	$	(380,000)	$	(490,000)
Net borrowings (repayments) under Revolving Credit Facility⁽¹⁾					$	180,000	$	(295,000)
Proceeds from issuance of Senior Notes, net of fees⁽¹⁾		1,485,512		1,479,522		—		1,485,512
Repayment of Senior Notes ⁽¹⁾		(757,500)		(759,143)		—		(757,500)
Proceeds from issuance of Tower Securities, net of fees ⁽¹⁾		1,152,437		1,336,003		—		1,152,631
Repayment of Tower Securities ⁽¹⁾		(760,000)		(1,200,000)		—		(760,000)
Repurchase and retirement of common stock ⁽²⁾		(284,343)		(378,988)		(431,666)		(168,922)
Payment of dividends on common stock		(190,456)		(156,199)		(153,438)		(126,893)
Proceeds from employee stock purchase/stock option plans, net of taxes		64,127		50,283		10,618		27,140
Termination of interest rate swap		—		(176,200)
Other financing activities		(21,165)		(19,528)		18,482		(11,574)
Net cash provided by (used in) financing activities	$	308,612	$	(314,250)
Net cash (used in) provided by financing activities					$	(376,004)	$	545,394

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

(2)~~On October 28, 2021, our Board of Directors authorized a new $1.0 billion stock repurchase plan, replacing the prior plan authorized on November 2, 2020.~~ For additional information, refer to Item 2. Issuer Purchases of Equity Securities.

Dividends

For the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~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 ~~19, 2021~~27, 2022	March 10, ~~2021~~2022	$~~0.58~~0.71	$~~63.4~~76.9 million	March ~~26, 2021~~25, 2022
April ~~26, 2021~~24, 2022	May ~~20, 2021~~19, 2022	$~~0.58~~0.71	$~~63.4~~76.6 million	June ~~15, 2021~~
~~August 1, 2021~~	~~August 26, 2021~~	~~$0.58~~	~~$63.6 million~~	~~September 23, 2021~~14, 2022

Dividends paid in ~~2021 and 2020~~2022 were ordinary taxable dividends.

Subsequent to ~~September~~June 30, ~~2021,~~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

~~November 1, 2021~~July 31, 2022	~~November 18, 2021~~August 25, 2022	$~~0.58~~0.71	~~December 16, 2021~~September 20, 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

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~~nine~~ six months ended ~~September~~June 30, ~~2021,~~2022, we did not issue any shares of Class A common stock under this registration statement. As of ~~September~~June 30, ~~2021,~~2022, we had approximately 1.2 million shares of Class A common stock remaining under this registration statement.

~~On February 26, 2021, we filed~~34

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

On July 7, 2021, we, through our wholly owned subsidiary, SBA Senior Finance II LLC, amended our Revolving Credit Facility to (1) increase the total commitments under the Facility from $1.25 billion to $1.5 billion, (2) extend the maturity date of the Facility to July 7, 2026, (3) lower the applicable interest rate margins and commitment fees under the Facility, (4) provide mechanics relating to a transition away from LIBOR as a benchmark interest rate and the replacement of LIBOR by an alternative benchmark rate, (5) incorporate sustainability-linked targets which will adjust the Facility’s applicable interest and commitment fee rates upward or downward based on how we perform against those targets, and (6) amend certain other terms and conditions under the Senior Credit Agreement. As amended, theThe 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. We received a 0.05% reduction in the applicable spread and a 0.01% reduction in the commitment fee as a result of meeting certain sustainability-linked targets as of December 31, 2021.

During the three months ended ~~September~~June 30, ~~2021,~~2022, we repaid ~~$85.0~~$150.0 million of the outstanding balance under the Revolving Credit Facility. During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we borrowed ~~$810.0~~$330.0 million and repaid ~~$1.2 billion~~$150.0 million of the outstanding balance under the Revolving Credit Facility. As of ~~September~~June 30, ~~2021,~~2022, there was ~~no balance~~$530.0 million outstanding under the Revolving Credit ~~Facility.~~Facility accruing interest at 3.050%. In addition, SBA Senior Finance II was required to pay a commitment fee of ~~0.25%~~0.19% per annum on the amount of the unused commitment. As of ~~September~~June 30, ~~2021,~~2022, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

Subsequent to ~~September~~June 30, ~~2021,~~2022, we ~~borrowed $825.0~~repaid an additional $50.0 million ~~and repaid $755.0 million of the outstanding balance~~ under the Revolving Credit ~~Facility.~~ Facility, and asAs of the date of this filing, ~~$70.0~~$480.0 million was ~~outstanding under the Revolving Credit Facility.~~outstanding.

Term Loan under the Senior Credit Agreement

2018 Term Loan

On April 11, 2018, we, through our wholly owned subsidiary, SBA Senior Finance II LLC, obtained a term loan (the “2018 Term Loan”) under the amended and restated Senior Credit Agreement. The 2018 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $2.4 billion that matures on April 11, 2025. The 2018 Term Loan accrues interest, at SBA Senior Finance II’s election at either the Base Rate plus 75 basis points (with a zero Base Rate floor) or the Eurodollar Rate plus 175 basis points (with a zero Eurodollar Rate floor). The 2018 Term Loan was issued at 99.75% of par value. As of ~~September~~June 30, ~~2021,~~2022, the 2018 Term Loan was accruing interest at ~~1.840%~~3.420% per annum. ~~Principal payments on the 2018 Term Loan are being made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $6.0 million.~~

During the three and nine months ended September 30, 2021, we repaid an aggregate of $6.0 million and $18.0 million of principal on the 2018 Term Loan, respectively. As of September 30, 2021, the 2018 Term Loan had a principal balance of $2.3 billion.

On August 4, 2020, we, through our wholly owned subsidiary, SBA Senior Finance II, 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 six months ended June 30, 2022, we repaid an aggregate of $6.0 million and $12.0 million of principal on the 2018 Term Loan, respectively. As of June 30, 2022, the 2018 Term Loan had a principal balance of $2.3 billion.

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Secured Tower Revenue Securities

~~2021-1C Tower Securities~~

On May 14, 2021, we, through a New York common law trust (the “Trust”), issued $1.165 billion of Secured Tower Revenue Securities Series 2021-1C, which have an anticipated repayment date of November 9, 2026 and a final maturity date of May 9, 2051 (the “2021-1C Tower Securities”). The fixed interest rate on the 2021-1C Tower Securities is 1.631% per annum, payable monthly. Net proceeds from this offering were used to repay the entire aggregate principal amount of the 2017-1C Tower Securities ($760.0 million) and the Secured Tower Revenue Securities, Series 2017-1R ($40.0 million) and for general corporate purposes. We have incurred deferred financing fees of $12.6 million in relation to this transaction, which are being amortized through the anticipated repayment date of the 2021-1C Tower Securities.

~~2013-2C Tower Securities~~

On October 14, 2021, we repaid the entire aggregate principal amount of the 2013-2C Tower Securities ($575.0 million) which had an anticipated repayment date of April 11, 2023. Additionally, we expensed $2.0 million of deferred financing fees and accrued interest related to the repayment of the 2013-2C Tower Securities, which are reflected in loss from extinguishment of debt on the Consolidated Statement of Operations.

~~2021-2C Tower Securities and 2021-3C Tower Securities~~

On October 27, 2021, we, through the Trust, issued $895.0 million of 1.840% Secured Tower Revenue Securities Series 2021-2C which have an anticipated repayment date of April 9, 2027 and a final maturity date of October 10, 2051 (the “2021-2C Tower Securities”) and $895.0 million of 2.593% Secured Tower Revenue Securities Series 2021-3C which have an anticipated repayment date of October 9, 2031 and a final maturity date of October 10, 2056 (the “2021-3C Tower Securities”). The aggregate $1.79 billion of 2021-2C Tower Securities and 2021-3C Tower Securities have a blended interest rate of 2.217% and a weighted average life through the anticipated repayment date of 7.8 years.

Net proceeds from this offering were used to repay amounts outstanding under the Revolving Credit Facility and remaining proceeds will be used to redeem the entire aggregate principal amount of the 2016 Senior Notes ($1.1 billion) and to pay all premiums and costs associated with such redemption. We have incurred deferred financing fees of $18.3 million in relation to this transaction, which are being amortized through the anticipated repayment dates of the 2021-2C Tower Securities and 2021-3C Tower Securities.

Tower Revenue Securities Terms

As of ~~September~~June 30, ~~2021,~~2022, we, through the Trust, had issued and outstanding an aggregate of ~~$5.5~~$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 ~~9,929~~9,903 tower sites owned by the Borrowers as of ~~September~~June 30, ~~2021.~~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.

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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

Anticipated Repayment Date

Final Maturity Date

~~2013-2C Tower Securities~~ ⁽¹⁾

~~Apr. 18, 2013~~

~~$575.0 million~~

~~3.722%~~

~~Apr. 11, 2023~~

~~Apr. 9, 2048~~

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⁽²⁾

Oct. 27, 2021

$895.0 million

1.840%

Apr. 9, 2027

Oct. 10, 2051

2021-3C Tower Securities⁽²⁾

Oct. 27, 2021

$895.0 million

2.593%

Oct. 9, 2031

Oct. 10, 2056

~~(1)On October 14, 2021, we repaid the entire aggregate principal amount of the 2013-2C Tower Securities. For further discussion, refer to “Secured Tower Revenue Securities” above.~~

~~(2)~~On October 27, 2021, we issued the 2021-2C Tower Securities and the 2021-3C Tower Securities. Net proceeds were used to repay amounts outstanding under the Revolving Credit Facility and remaining proceeds will be used to redeem the entire aggregate principal amount of the 2016 Senior Notes. For further discussion, refer to “Secured Tower Revenue Securities” above and “Senior Notes” below.

Risk Retention Tower Securities

In addition, to satisfy certain risk retention requirements of Regulation RR promulgated under the ~~Securities~~ Exchange Act, ~~of 1934, as amended (the “Exchange Act”),~~ SBA Guarantor, LLC, a wholly owned subsidiary, purchased (1) $33.7 million of Secured Tower Revenue Securities Series 2018-1R (the “2018-1R Tower Securities”) issued by the Trust with a fixed interest rate of 4.949% per annum, payable monthly, and with the same anticipated repayment date and final maturity date as the 2018-1C Tower Securities, (2) $61.4 million of Secured Tower Revenue Securities Series 2019-1R (the “2019-1R Tower Securities”) issued by the Trust with a fixed interest rate of 4.213% per annum, payable monthly, and with the same anticipated repayment date and final maturity date as the 2019-1C Tower Securities, (3) $71.1 million of Secured Tower Revenue Securities Series 2020-2R (the “2020-2R Tower Securities”) issued by the Trust with a fixed interest rate of 4.336% per annum, payable monthly, and with the same anticipated repayment date and final maturity date as the 2020-2C Tower Securities, (4) $61.4 million of Secured Tower Revenue Securities Series 2021-1R (the “2021-1R Tower Securities”) issued by the Trust with a fixed interest rate of 3.625% per annum, payable monthly, and with the same anticipated repayment date and final maturity date as the 2021-1C Tower Securities, and (5) $94.3 million of Secured Tower Revenue Securities Series 2021-3R (the “2021-3R Tower Securities”) issued by the Trust with a fixed interest rate of 4.090% per annum, payable monthly, and with the same anticipated repayment date and final maturity date as the 2021-3C Tower Securities. 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~~June 30, ~~2021,~~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

On January 29, 2021, we issued $1.5 billion of unsecured senior notes due February 1, 2029 at par value (the “2021 Senior Notes”). The 2021 Senior Notes accrue interest at a rate of 3.125% per annum. Interest on the 2021 Senior Notes is due semi-annually on February 1 and August 1 of each year, beginning on August 1, 2021. We incurred financing fees of $14.5 million to date in relation to this transaction, which are being amortized through the maturity date. Net proceeds from this offering were used to redeem all of the outstanding principal amount of the 2017 Senior Notes, repay the amounts outstanding under the Revolving Credit Facility, and for general corporate purposes.

The 2021 Senior Notes are subject to redemption in whole or in part on or after February 1, 2024 at the redemption prices set forth in the indenture agreement plus accrued and unpaid interest. Prior to February 1, 2024, we may, at our option, redeem up to 35% of the aggregate principal amount of the 2021 Senior Notes originally issued at a redemption price of 103.125% of the principal amount of the 2021 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. We may redeem the 2021 Senior Notes during the twelve-month period beginning on the following dates at the following redemption prices: February 1, 2024 at 101.563%, February 1, 2025 at 100.781%, or February 1, 2026 until maturity at 100.000%, of the principal amount of the 2021 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.

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The table below sets forth the material terms of our outstanding senior notes as of ~~September~~June 30, ~~2021:~~2022:

Senior Notes

Issue Date

Amount Outstanding

Interest Rate Coupon

Maturity Date

Interest Due Dates

Optional Redemption Date

~~2016 Senior Notes~~ ⁽¹⁾

~~Aug. 15, 2016~~

~~$1.1 billion~~

~~4.875%~~

~~Sep. 1, 2024~~

~~Mar. 1 & Sep. 1~~

~~Sep. 1, 2019~~

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

~~(1)~~36

~~Proceeds from the issuance~~Table of ~~the 2021-2C Tower Securities and 2021-3C Tower Securities will be used to redeem the entire aggregate principal amount of the 2016 Senior Notes.~~Contents

~~The unsecured~~Each of our senior notes ~~are~~is subject to redemption, at our option, in whole or in part aton or after the ~~redemption prices~~date set forth ~~in the indenture agreement plus accrued and unpaid interest.~~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~~June 30, ~~2021,~~2022, we believe that our cash on hand, capacity available under our Revolving Credit Facility, and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months.

The following table illustrates our estimate of our debt service requirement over the next twelve months based on the amounts outstanding as of ~~September~~June 30, ~~2021~~2022 and the interest rates accruing on those amounts on such date (in thousands):



Revolving Credit Facility ⁽¹⁾	$	3,750	$	18,008
2018 Term Loan ⁽²⁾		67,386		72,648
2013-2C Tower Securities ⁽³⁾		21,585
2014-2C Tower Securities		24,185		24,185
2018-1C Tower Securities		22,270		662,270
2019-1C Tower Securities		33,409		33,409
2020-1C Tower Securities		14,368		14,368
2020-2C Tower Securities		14,159		14,159
2021-1C Tower Securities		19,371		19,371
2016 Senior Notes ⁽⁴⁾		53,625
2021-2C Tower Securities				16,752
2021-3C Tower Securities				23,491
2020 Senior Notes		58,125		58,125
2021 Senior Notes		46,875		46,875
Total debt service for the next 12 months ⁽⁴⁾	$	379,108	$	1,003,661

(1)As of ~~September~~June 30, ~~2021, no amount~~2022, $530.0 million was outstanding under the Revolving Credit Facility. Subsequent to ~~September~~June 30, ~~2021,~~2022, we ~~borrowed $825.0~~repaid an additional $50.0 million ~~and repaid $755.0 million of the outstanding balance~~ under the Revolving Credit ~~Facility. As~~Facility, and as of the date of this filing, ~~$70.0~~$480.0 million was ~~outstanding under the Revolving Credit Facility.~~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)~~37

~~On October 14, 2021, we repaid the entire aggregate principal amount~~Table of ~~the 2013-2C Tower Securities ($575.0 million). For further discussion, refer to “Secured Tower Revenue Securities” above.~~Contents

~~(4)~~Total debt service excludes interest payments on the $895.0 million 2021-2C Tower Securities and the $895.0 million 2021-3C Tower Securities issued October 27, 2021, proceeds from which were used to repay amounts outstanding under the Revolving Credit Facility and remaining proceeds will be used to redeem the entire aggregate principal amount of the 2016 Senior Notes ($1.1 billion).

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.

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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~~June 30, ~~2021:~~2022:



	2021		2022		2023		2024		2025		Thereafter		Total		Fair Value		2022		2023		2024		2025		2026		Thereafter		Total		Fair Value

	(in thousands)																(in thousands)
Revolving Credit Facility																	$	—	$	—	$	—	$	—	$	530,000	$	—	$	530,000	$	530,000
2018 Term Loan	$	6,000	$	24,000	$	24,000	$	24,000	$	2,244,000	$	—	$	2,322,000	$	2,301,683		12,000		24,000		24,000		2,244,000		—		—		2,304,000		2,217,600
2013-2C Tower Securities ⁽¹⁾⁽²⁾		—		—		575,000		—		—		—		575,000		586,420
2014-2C Tower Securities ⁽¹⁾		—		—		—		620,000		—		—		620,000		649,097		—		—		620,000		—		—		—		620,000		614,656
2018-1C Tower Securities ⁽¹⁾		—		—		640,000		—		—		—		640,000		654,970		—		640,000		—		—		—		—		640,000		638,336
2019-1C Tower Securities ⁽¹⁾		—		—		—		—		1,165,000		—		1,165,000		1,186,366		—		—		—		1,165,000		—		—		1,165,000		1,125,029
2020-1C Tower Securities ⁽¹⁾		—		—		—		—		—		750,000		750,000		754,163		—		—		—		—		750,000		—		750,000		704,318
2020-2C Tower Securities ⁽¹⁾		—		—		—		—		—		600,000		600,000		609,546		—		—		—		—		—		600,000		600,000		558,750
2021-1C Tower Securities ⁽¹⁾		—		—		—		—		—		1,165,000		1,165,000		1,160,503		—		—		—		—		1,165,000		—		1,165,000		1,066,756
2016 Senior Notes ⁽³⁾		—		—		—		1,100,000		—		—		1,100,000		1,113,761
2021-2C Tower Securities ⁽¹⁾																		—		—		—		—		—		895,000		895,000		817,430
2021-3C Tower Securities ⁽¹⁾																		—		—		—		—		—		895,000		895,000		801,106
2020 Senior Notes		—		—		—		—		—		1,500,000		1,500,000		1,553,505		—		—		—		—		—		1,500,000		1,500,000		1,366,485
2021 Senior Notes		—		—		—		—		—		1,500,000		1,500,000		1,455,000		—		—		—		—		—		1,500,000		1,500,000		1,228,545
Total debt obligation ⁽³⁾	$	6,000	$	24,000	$	1,239,000	$	1,744,000	$	3,409,000	$	5,515,000	$	11,937,000	$	12,025,014
Total debt obligation																	$	12,000	$	664,000	$	644,000	$	3,409,000	$	2,445,000	$	5,390,000	$	12,564,000	$	11,669,011

(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.~~

~~(2)On October 14, 2021, we repaid the entire aggregate principal amount of the 2013-2C Tower Securities ($575.0 million). For further discussion, refer to “Secured Tower Revenue Securities” above.~~

~~(3)~~Total debt service excludes interest payments on the $895.0 million 2021-2C Tower Securities and the $895.0 million 2021-3C Tower Securities issued October 27, 2021, proceeds from which were used to repay amounts outstanding under the Revolving Credit Facility and remaining proceeds will be used to redeem the entire aggregate principal amount of the 2016 Senior Notes ($1.1 billion). For further discussion, 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, 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 ~~intends to cease~~ceased the publication of USD LIBOR ~~as follows:~~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, ~~and~~ 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 ~~Peru,~~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~~six months ended ~~September~~June 30, ~~2021,~~2022, approximately ~~13.5%~~16.7% of our revenues and approximately ~~17.7%~~21.5% 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~~June 30, ~~2021.~~2022. As of ~~September~~June 30, ~~2021,~~2022, the analysis indicated that such an adverse movement would have caused our revenues and operating income to decline by approximately ~~0.9%~~1.0% and ~~0.5%~~0.6%, respectively, for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

As of ~~September~~June 30, ~~2021,~~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

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foreign currency exchange rates will result in unrealized gains or losses, which will be included in our determination of net

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income. A change of 10% in the underlying exchange rates of our unsettled intercompany debt at ~~September~~June 30, ~~2021~~2022 would have resulted in approximately ~~$81.2~~$75.3 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~~six months ended ~~September~~June 30, ~~2021.~~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 acquisition of Grupo TorreSur in Brazil), new builds, and organic lease up on existing towers;

our belief that over the long-term, site leasing revenues will continue to grow as wireless service providers increase their use of our towers due to increasing minutes of network use and data transfer, network expansion and network coverage requirements;

our expectation regarding site leasing revenue growth, on an organic basis, in our domestic and international segments, and the drivers of such growth;

our focus on our site leasing business and belief that our site leasing business is characterized by stable and long-term recurring revenues, reduced exposure to changes in customer spending, predictable operating costs, and minimal non-discretionary capital expenditures;

our expectation that, due to the relatively young age and mix of our tower portfolio, future expenditures required to maintain these towers will be minimal;

our expectation 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;~~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 ~~2021~~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.

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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

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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 ~~Network~~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 ~~Africa economy~~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;

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 ~~crisis~~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.

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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~~June 30, ~~2021.~~2022. Based on such evaluation, such officers have concluded that, as of ~~September~~June 30, ~~2021,~~2022, our disclosure controls and procedures were effective.

PART II – OTHER INFORMATION

~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~

~~Issuer Purchases of Equity Securities~~

~~The following table presents information related to our repurchases of Class A common stock during the third quarter of 2021:~~

Total
Total Number of Shares
Approximate Dollar Value
Number
Average
Purchased as Part of
of Shares that May Yet Be
of Shares
Price Paid
Publicly Announced
Purchased Under the
Period
Purchased
Per Share
Plans or Programs ⁽¹⁾
Plans or Programs
7/1/2021 - 7/31/2021
—
$
—
—
$
475,132,492
8/1/2021 - 8/31/2021
158,055
$
347.27
158,055
$
420,245,455
9/1/2021 - 9/30/2021
282,219
$
337.02
282,219
$
325,132,548
Total
440,274
$
340.70
440,274
$
325,132,548

~~(1)~~Our Board of Directors authorizes us 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 our Board of Directors at any time in its sole discretion. Shares repurchased are retired.

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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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 5, 2021~~August 4, 2022	/s/ Jeffrey A. Stoops
	Jeffrey A. Stoops
	Chief Executive Officer
	(Duly Authorized Officer)

~~November 5, 2021~~August 4, 2022	/s/ Brendan T. Cavanagh
	Brendan T. Cavanagh
	Chief Financial Officer
	(Principal Financial Officer)

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	Total			Total Number of Shares	Approximate Dollar Value
	Number	Average		Purchased as Part of	of Shares that May Yet Be
	of Shares	Price Paid		Publicly Announced	Purchased Under the
Period	Purchased	Per Share		Plans or Programs ⁽¹⁾	Plans or Programs

7/1/2021 - 7/31/2021	—	$	—	—	$	475,132,492
8/1/2021 - 8/31/2021	158,055	$	347.27	158,055	$	420,245,455
9/1/2021 - 9/30/2021	282,219	$	337.02	282,219	$	325,132,548
Total	440,274	$	340.70	440,274	$	325,132,548