SBA Communications (SBAC) 10-K risk factor changes: FY2019 vs FY2018

[removed: Risks] [added: Risks] Related to Our [removed: Business][added: Business]

[removed: If] [added: If] our wireless service provider customers combine their operations to a significant degree, our future operating results, ability to service our indebtedness, and stock price could be adversely [removed: affected.][added: affected.]

In [removed: addition, in] April 2018, T-Mobile and Sprint entered into a definitive agreement to merge, subject to regulatory approval and other closing conditions.

[removed: As of] [added: For the year ended] December 31, [removed: 2018,] [added: 2019,] T-Mobile and Sprint represented approximately [removed: 16.4%] [added: 17.2%] and [removed: 15.8%] [added: 15.2%] of our total site leasing revenue, respectively.

[removed: The] revenue [removed: generated from each of T-Mobile and Sprint on overlapping sites represented less than 6.5% of our total site leasing revenue] for the year ended December 31, [removed: 2018,] [added: 2019,] excluding, and incremental to, the impact from previously disclosed expected consolidation churn from T-Mobile’s MetroPCS and Sprint’s Clearwire networks.

In addition, these overlapping sites have an average remaining current term of approximately [removed: 3.6] [added: 4.4] years and [removed: 4.9] [added: 4.6] years with [removed: T-Mobile] [added: Sprint] and [removed: Sprint,] [added: T-Mobile,] respectively.

[removed: We] [added: We] depend on a relatively small number of customers for most of our revenue, and the loss, consolidation or financial instability of any of our significant customers may materially decrease our revenue and adversely affect our financial [removed: condition.][added: condition.]

| | | | | [removed: For] [added: For] the year ended December [removed: 31,] [added: 31,] | | | | |

| [removed: Percentage] [added: Percentage] of Total [removed: Revenues] [added: Revenues] | | | | [removed: 2018] [added: 2019] | | [removed: 2017] [added: 2018] | | [removed: 2016] [added: 2017] |

| AT&T Wireless | | | | [removed: 24.0%] [added: 23.8%] | | [removed: 25.0%] [added: 24.0%] | | [removed: 25.7%] [added: 25.0%] |

| Sprint | | | | [removed: 17.9%] [added: 16.9%] | | [removed: 15.1%] [added: 17.9%] | | [removed: 16.1%] [added: 15.1%] |

| T-Mobile | | | | [removed: 16.4%] [added: 18.2%] | | [removed: 16.5%] [added: 16.4%] | | [removed: 17.0%] [added: 16.5%] |

| Verizon Wireless | | | | [removed: 14.7%] [added: 14.0%] | | [removed: 15.2%] [added: 14.7%] | | 15.2% |

| [removed: Percentage] [added: Percentage] of Domestic Site Leasing [removed: Revenue] [added: Revenue] | | | | [removed: 2018] [added: 2019] | | [removed: 2017] [added: 2018] | | [removed: 2016] [added: 2017] |

| AT&T Wireless | | | | [removed: 31.9%] [added: 32.1%] | | [removed: 32.7%] [added: 31.9%] | | 32.7% |

| T-Mobile | | | | [removed: 20.3%] [added: 21.6%] | | [removed: 19.7%] [added: 20.3%] | | [removed: 19.6%] [added: 19.7%] |

| Sprint | | | | [removed: 19.6%] [added: 19.0%] | | [removed: 18.9%] [added: 19.6%] | | [removed: 19.8%] [added: 18.9%] |

| Verizon Wireless | | | | [removed: 19.0%] [added: 18.6%] | | 19.0% | | [removed: 18.2%] [added: 19.0%] |

| [removed: Percentage] [added: Percentage] of International Site Leasing [removed: Revenue] [added: Revenue] | | | | [removed: 2018] [added: 2019] | | [removed: 2017] [added: 2018] | | [removed: 2016] [added: 2017] |

| Oi S.A. | | | | [removed: 35.5%] [added: 31.3%] | | [removed: 42.2%] [added: 35.5%] | | [removed: 43.9%] [added: 42.2%] |

| Telefonica | | | | [removed: 26.7%] [added: 26.9%] | | [removed: 25.7%] [added: 26.7%] | | [removed: 26.4%] [added: 25.7%] |

| Claro | | | | [removed: 11.4%] [added: 11.6%] | | [removed: 10.0%] [added: 11.4%] | | [removed: 9.4%] [added: 10.0%] |

| [removed: Percentage] [added: Percentage] of Site Development [removed: Revenue] [added: Revenue] | | | | [removed: 2018] [added: 2019] | | [removed: 2017] [added: 2018] | | [removed: 2016] [added: 2017] |

| Sprint | | | | [removed: 47.1%] [added: 37.3%] | | [removed: 12.9%] [added: 47.1%] | | [removed: 11.7%] [added: 12.9%] |

| T-Mobile | | | | [removed: 16.4%] [added: 30.2%] | | [removed: 26.9%] [added: 16.4%] | | [removed: 28.4%] [added: 26.9%] |

| Verizon Wireless | | | | [removed: 6.4%] [added: 2.9%] | | [removed: 12.8%] [added: 6.4%] | | [removed: 16.5%] [added: 12.8%] |

| Nokia, Inc. | | | | [removed: 3.2%] [added: 4.3%] | | [removed: 10.1%] [added: 3.2%] | | [removed: 7.1%] [added: 10.1%] |

In the United States and Canada, each site leasing contract relates to the lease of space at an individual tower and is generally for an initial term of five [added: years] to [removed: ten] [added: 10] years with multiple [removed: 5-year] [added: five year] renewal periods at the option of the tenant.

[removed: Site leasing contracts] [added: Tenant leases] in [added: South Africa and] our Central [removed: American] and South American markets typically have an initial term of [removed: ten] [added: 10] years with multiple [removed: 5-year] [added: five year] renewal periods.

[added: However, if any of our significant site leasing] customers were to experience financial difficulty, substantially reduce their capital expenditures or reduce their dependence on leased tower space and fail to renew their leases with us, our revenues, future revenue growth and results of operations would be adversely affected.

[removed: We] [added: We] have a substantial level of indebtedness which may have an adverse effect on our business or limit our ability to take advantage of business, strategic or financing [removed: opportunities.][added: opportunities.]

As indicated below, we have and will continue to have a significant amount of [removed: indebtedness relative to our deficit.][added: indebtedness.]

The following table sets forth our total principal amount of debt and shareholders’ deficit as of December 31, [removed: 2018] [added: 2019] and [removed: 2017.][added: 2018.]

| | | | | | [removed: As] [added: As] of December [removed: 31,] [added: 31,] | | | | |

| | | | | | [removed: (in thousands)] [added: (in thousands)] | | | | |

| Total principal amount of indebtedness | | | | | $ | [removed: 10,028,000] [added: 10,414,000] | | $ | [removed: 9,405,000] [added: 10,028,000] |

| Shareholders' deficit | | | | | $ | [removed: (3,376,823)] [added: (3,667,007)] | | $ | [removed: (2,599,114)] [added: (3,376,823)] |

Subject to certain restrictions under our existing indebtedness, we and our subsidiaries may also incur significant additional indebtedness in the future, [removed: some of] which may [removed: be secured debt.][added: have the effect of increasing our total leverage.]

[removed: Our] [added: Our] variable rate indebtedness and refinancing obligations subject us to interest rate risk, which could cause our debt service obligations to increase [removed: significantly.][added: significantly.]

[added: There is no guarantee that the future] refinancing of our indebtedness will have fixed interest rates or that interest rates on such indebtedness will be equal to or lower than the rates on our current indebtedness.

Both the FCC and the Department of Justice have approved the merger and it is currently expected to close during 2020.

The revenue generated from Sprint where both T-Mobile and Sprint overlap on sites where both companies leased space represented 6.0% of our total site leasing

| | | | | For the year ended December 31, | | | | |

| | | | | For the year ended December 31, | | | | |

| | | | | For the year ended December 31, | | | | |

| | | | | | 2019 | | | 2018 | |

In addition, LIBOR is the subject of recent proposals for reform, and the U.K. Financial Conduct Authority announced its desire to phase out the use of LIBOR by the end of 2021.

If LIBOR ceases to exist, the method and rate used to calculate our interest rates and/or payments on our variable rate indebtedness under our Credit Agreement, which matures beyond 2021, in the future may result in interest rates and/or payments that are higher than, lower than or that do not otherwise correlate over time with the interest rates and/or payments that would have been applicable to our obligations if LIBOR was available in its current form.

As such, the potential effect of any such event is uncertain, but were it to occur, our cost of capital, financial results, cash flows and results of operations may be adversely affected.

It is unknown whether any alternative reference rates will attain market acceptance as replacements of LIBOR.

For example, during 2019, we, through our wholly owned subsidiary, SBA Senior Finance II, LLC, entered into interest rate swaps on a portion of our 2018 Term Loan, which as of December 31, 2019, fixed $1.95 billion in notional value for approximately 5.25 years receiving interest at one month LIBOR plus 175 basis points and paying a fixed rate of 3.78%.

In addition, the proposed LIBOR reform could adversely impact these interest rate swaps, which receive interest at a rate based on LIBOR.

Furthermore, the increase in our use of derivative instruments increases our exposure to counterparty credit risk to the extent that a counterparty to the instrument fails to meet or perform the terms of the instrument.

Furthermore, pricing pressures could lead to more prevalent network sharing, both domestically and internationally, which could reduce the demand for our tower space or lead to non-renewals of existing leases.

- governmental regulations and restrictions impacting tower licenses, spectrum licenses and concessions, including additional restrictions on the use or revocation of such licenses, concessions or spectrum and additional conditions to receive or maintain such licenses;

As of December 31, 2019, the aggregate amounts outstanding under the intercompany loans with our Brazilian subsidiary and South African subsidiary were $839.8 million and $59.9 million respectively.

We expect a significant portion of our future revenue growth will result from investments in the deployment of new or fallow spectrum by our wireless service provider customers.

Wireless service providers typically invest in their networks in response to consumer demand for additional or higher quality service.

experience a reduction in the rate of growth of or a decrease in demand for their services and therefore reduce the amount they invest in their network.

If some or all of our wireless service providers are unwilling or unable to significantly invest in their networks, it could adversely affect our revenue growth.

For example, it is currently anticipated that if the Sprint/T-Mobile merger is consummated, (i) the new combined company will have increased willingness and capacity to invest in its network by deploying its 2.5Ghz spectrum holdings and (ii) Dish Network will need to expend significant funds to develop a new nationwide network.

However, if any of these wireless service provider customers or other wireless service providers are unable to access sufficient capital to develop their spectrum, then overall demand for our towers and services could be adversely affected.

The FCC plans to auction several new bands of spectrum in the future, including CBRS and C-Band.

Our customers are expected to be the primary winners of these auctions and subsequently deploy this spectrum on our portfolio which would provide us with a revenue growth opportunity.

Any delays or failure of these auctions could negatively impact future demand for our towers.

Similarly, any delays in the clearing or availability of this spectrum subsequent to these auctions could delay the related demand for our towers.

For example, our wireless service provider customers have engaged in increased use of network sharing, roaming or resale arrangements which could result in reduced capital spending or a decision to sell or not to renew their spectrum licenses or concessions.

In addition, while we are exploring and investing in ancillary services and emerging technologies, including our mobile edge computing initiatives, those investments may not prove to be profitable, which could divert management’s attention from other value-enhancing opportunities.

We currently have 35-year non-terminable leases with Oi, one of Brazil’s largest telecommunications providers, with respect to 2,113 towers that we acquired in 2013.

At the time we acquired the towers, we also entered into a right of first refusal

to purchase such land to the extent that the Brazilian regulations permit those assets to be sold.

Brazil has recently adopted a new telecommunications law that is expected to provide Oi and/or the Brazilian government rights to sell the land underlying these assets; however, as the regulations implementing this new law have not yet been promulgated, the amount, if at all, that we would be required to pay to purchase such interests is undetermined.

Local regulations, including municipal or local ordinances, zoning restrictions and restrictive covenants imposed by community developers,

In addition, security incidents that impact our customers and other business partners could adversely affect our business and operating results.

Furthermore, our investments in ancillary services and emerging technologies, including our mobile edge computing initiatives, may leave us more vulnerable to security incidents, create new exposure for us to different types of security incidents or exacerbate the impact of such incidents on our business and operating results.

In addition, we have energy sources on some of our tower sites, and any unforeseen incident may cause damage to surrounding property.

To the extent that we satisfy the 90% distribution requirement, but distribute less than 100% of our

could materially and adversely affect our investors or us.

These provisions, alone or in combination with each other, may discourage transactions involving actual or potential changes of control, including transactions that otherwise could involve payment

However, if any of our significant site leasing

| | | | | | 2018 | | | 2017 | |

This may have the effect of increasing our total leverage.

For example, on March 9, 2018, we, through a New York common law trust, issued $640.0 million in Tower Securities, and on April 11, 2018, we secured a new $2.4 billion term loan, which contributed to the net $623.0 million increase of our total indebtedness during 2018.

There is no guarantee that the future

The consequences of these developments cannot be predicted, but could result in an increase in the cost of our variable rate debt.

For example, on February 1, 2019, we, through our wholly owned subsidiary, SBA Senior Finance II, LLC, entered into a four-year interest rate swap on a portion of our 2018 Term Loan.

We swapped $1.2 billion of notional value accruing interest at one month LIBOR plus 200 basis points for a fixed rate of 4.495% per annum.

Finally, laws regulating

- restriction or revocation of spectrum licenses;

expenses are denominated in local currency.

As of December 31, 2018, the aggregate outstanding balance under these agreements was $536.9 million.

Further, a customer may decide to no longer outsource wireless infrastructure or otherwise change its business model.

Additional revenue growth on our towers other than through contractual escalators comes directly from additional investment by our wireless service provider customers in their networks.

In addition, delays or changes in the deployment of new technologies could further slow additional investment by our customers in their networks.

There can be no assurance that 3G, 4G, including long-term evolution, advanced wireless service in certain bands, or other newer wireless technologies such as 5G will be deployed or adopted as rapidly as projected or implemented in the manner anticipated.

The deployment of 3G in the United States experienced delays from the original projected timelines of the wireless and broadcast industries, the deployment of 4G in the United States has experienced delays and continued deployment of 4G in emerging markets could experience delays, and the deployment of 5G may experience similar delays.

The demand by consumers and the adoption rate of consumers for these new technologies once deployed may be lower or slower than anticipated, particularly in certain of our international markets.

In addition, our wireless service customers have engaged in increased use of network sharing, roaming or resale arrangements.

As a result of all of the above, wireless service providers may scale back their business plans or otherwise reduce their spending, which could materially and adversely affect demand for our tower space and our wireless communications services business.

significant operational and financial restrictions on us, including restrictions that may limit our ability to engage in acts that may be in our long-term best interests.

The recently adopted US tax legislation may result in additional tax liabilities that may affect our future results and profitability.

In December 2017, the U.S. government enacted comprehensive tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”), that significantly revised the Code by, among other things, lowering the corporate income tax rate from a top marginal rate of 35% to a flat 21%, imposing a mandatory one-time deemed repatriation of foreign earnings (commonly referred to as the “transition tax”), limiting deductibility of interest expense and certain executive compensation and implementing a territorial tax system.

The Tax Act impacted our consolidated results of operations during the fourth quarter of 2017 and in 2018, and may impact our consolidated results of operations in future periods.

In particular, the transition tax resulted in a one-time income inclusion of $49.2 million related to previously unremitted earnings of certain non-U.S. subsidiaries, which we will elect to include in income over the next eight tax years.

The inclusion will be offset by our existing NOLs to the extent possible during the eight-year recognition period.

In addition, we recorded a one-time reduction to our deferred tax asset and offsetting valuation allowance in the amount of $25.5 million, $19.2 million related to the reduction of the U.S. corporate tax rate, and $6.3 million related to the new limitations on the deductibility of executive compensation.

Our qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis.

We received an opinion of our special REIT tax counsel with respect to our qualification as a REIT.

Investors should be aware, however, that opinions of counsel are not binding on the IRS or any court.

The opinion represents only the view of such counsel based on its review and analysis of existing law and on certain representations as to factual matters and covenants made by us, including representations relating to the values of our assets and the sources of our income.

The opinion is expressed as of the date issued.

We currently expect that we will utilize available NOLs to reduce all or a portion of our REIT taxable income and therefore we may not initially make any distributions, which may adversely affect the market value of our Class A common stock.

and will depend on, among other factors, our NOLs, our financial condition, earnings, debt covenants and other possible uses of such funds.

Future sales of our Class A common stock in the public market or the issuance of other equity may cause dilution or adversely affect the market price of our Class A common stock and our ability to raise funds in new equity or equity-related offerings.

Sales of a substantial number of shares of our Class A common stock or other equity-related securities in the public market, including sales by any selling shareholder, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities.

[removed: The] [added: *The] following discussion of our financial condition and results of operations should be read in conjunction with the information contained in our consolidated financial statements and the notes thereto.

Risk [removed: Factors.][added: Factors.*]

In addition, we own and operate towers in South America, Central America, [added: Canada,] and [removed: Canada.][added: South Africa.]

Our primary business line is our site leasing business, which contributed [removed: 98.0%] [added: 97.7%] of our total segment operating profit for the year ended December 31, [removed: 2018.][added: 2019.]

As of December 31, [removed: 2018,] [added: 2019,] we owned [removed: 29,578] [added: 32,403] 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.

[removed: Site Leasing Services][added: 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, [removed: Canada,] [added: South America,] Central America, [added: Canada,] and South [removed: America.][added: Africa.]

As of December 31, [removed: 2018,] [added: 2019,] (1) no U.S. state or territory accounted for more than 10% of our total tower portfolio by tower count, and (2) no U.S. state or territory accounted for more than 10% of our total revenues for the year ended December 31, [removed: 2018.][added: 2019.]

In addition, as of December 31, [removed: 2018,] [added: 2019,] approximately [removed: 28.9%] [added: 30.5%] of our total towers are located in Brazil and less than 3% of our total towers are located in any of our other international markets (each country is considered a market).

[removed: We derive site leasing revenues primarily from wireless service provider] tenants, including AT&T, T-Mobile, [added: Sprint,] Verizon Wireless, [removed: Sprint,] Oi S.A., Telefonica, Claro, and TIM.

[added: In the United States and Canada, our] tenant leases are generally for an initial term of five [added: years] to [removed: ten] [added: 10] years with multiple [removed: 5-year] [added: five year] renewal periods at the option of the tenant.

Tenant leases in [added: South Africa and] our Central [removed: American] and South American markets typically have an initial term of [removed: ten] [added: 10] years with multiple [removed: 5-year] [added: five year] renewal periods.

In Central America, we have similar rent escalators to that of leases in the United States and Canada while our leases in South America [added: and South Africa] escalate in accordance with a standard cost of living index.

Site leases in South America typically provide for a fixed rental amount and a pass through charge for the underlying [added: rent related to] ground [removed: lease rent.][added: leases and other property interests.]

Ground leases [removed: are generally for an initial term of five years or more with multiple 5-year renewal periods at our option] and [added: other property interests] provide for rent escalators which typically average 2-3% annually, or in our South American [removed: markets,] [added: markets and South Africa,] adjust in accordance with a standard cost of living index.

As of December 31, [removed: 2018,] [added: 2019,] approximately 71% of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a leasehold interest that extends beyond 20 years.

Specifically, most of our ground [removed: leases,] [added: leases and other property interests,] tenant leases, and tower-related expenses are [removed: due and] paid in U.S. dollars.

In Brazil, Canada, [removed: and] Chile, [added: and South Africa] significantly all of our revenue, expenses, and capital expenditures, including tenant leases, ground [removed: leases,] [added: leases] and other [added: property interests, and other] tower-related expenses are denominated in local currency.

In Colombia, Argentina, and Peru, our revenue, expenses, and capital expenditures, including tenant leases, ground [removed: leases,] [added: leases] and other [added: property interests, and other] tower-related expenses are denominated in a mix of local currency and U.S. dollars.

- [removed: Rental payments] [added: Cash and non-cash rental expense] on ground leases and other underlying property interests;

- Property insurance; [added: and]

For information regarding our operating segments, see Note [removed: 18] [added: 15] of our Consolidated Financial Statements included in this annual report.

| | | [removed: For] [added: For] the year [removed: ended] [added: ended] | | | | | | | |

| [removed: Segment] [added: Segment] operating profit as a percentage of [removed: total] [added: total] | | [removed: 2018] [added: 2019] | | | [removed: 2017] [added: 2018] | | | [removed: 2016] [added: 2017] | |

| Domestic site leasing | | | [removed: 81.2%] [added: 80.7%] | | | [removed: 81.8%] [added: 81.2%] | | | [removed: 83.6%] [added: 81.8%] |

| International site leasing | | | [removed: 16.8%] [added: 17.0%] | | | [removed: 16.9%] [added: 16.8%] | | | [removed: 15.1%] [added: 16.9%] |

| Total site leasing | | | [removed: 98.0%] [added: 97.7%] | | | [removed: 98.7%] [added: 98.0%] | | | 98.7% |

During [removed: 2019,] [added: 2020,] we expect organic site leasing revenue in both our domestic and international segments to increase over [removed: 2018] [added: 2019] levels due in part to wireless carriers deploying unused spectrum.

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 [removed: providers add or upgrade their equipment.]

[removed: not relocate,] [added: 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 (e.g. [removed: iDEN,] MetroPCS, [added: Leap,] Clearwire, and [removed: Cricket).][added: Sprint iDEN).]

[removed: Site Development Services][added: Site Development]

Site development [removed: services] 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.

[removed: Capital] [added: Capital] Allocation [removed: Strategy][added: Strategy]

[removed: Our capital allocation strategy is to prioritize] [added: prioritizes] investment in quality assets that meet our return [removed: criteria] [added: criteria,] and then stock repurchases when we believe our stock price is below its intrinsic value.

To achieve this, we expect [removed: we would] [added: to] continue to deploy capital [removed: between] [added: to] portfolio growth and stock repurchases, subject to compliance with REIT distribution requirements, available funds and market conditions, while maintaining our target leverage levels.

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

[added: *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.

[removed: Critical] [added: Critical] Accounting Policies and [removed: Estimates][added: Estimates]

For a detailed discussion on the application of these and other accounting policies, see Note 2 of our Consolidated Financial Statements for the year ended December 31, [removed: 2018,] [added: 2019,] included herein.

[removed: Revenue] [added: Revenue] Recognition and Accounts [removed: Receivable][added: Receivable]

We derive site leasing revenues primarily from wireless service provider

- Lease initial direct cost amortization.

In the United States and our international markets, ground leases and other property interests are generally for an initial term of five to ten years with multiple renewal periods, which are at our option.

providers add or upgrade their equipment.

For information regarding our operating segments, see Note 15 of our Consolidated Financial Statements included in this annual report.

Our capital allocation strategy is aimed at increasing shareholder value through investment in quality assets that meet our return criteria, stock repurchases when we believe our stock price is below its intrinsic value, and by returning cash generated by our operations in the form of cash dividends.

While the addition of a cash dividend to our capital allocation strategy has provided us with a new tool to return value to our shareholders, we will also continue to make investments focused on increasing Adjusted Funds From Operations per share.

*Dividend.* In 2019, we added dividends as an additional component of our strategy of returning value to shareholders.

We do not expect our dividend to require any changes in our leverage and, we believe, it will allow us to continue to focus on building and buying quality assets and opportunistically buying back our stock.

While the timing and amount of future dividends will be subject to approval by our Board of Directors, we believe that our future cash flow generation will permit us to grow our cash dividend in the future.

Lease Accounting

We adopted ASU No. 2016-02, Leases (“Topic 842”) using the modified retrospective adoption method with an effective date of January 1, 2019.

We have elected to not separate nonlease components from the associated lease component for all underlying classes of assets.

In order to calculate our lease liability, we make certain assumptions related to lease term and discount rate.

In making the determination of the period for which we are reasonably certain to remain on the site, we will assume optional renewals are reasonably certain of being exercised for the greater of: (1) a period sufficient to cover all tenants under their current committed term where we have provided rights to the tower not to exceed the contractual ground lease terms including renewals and (2) a period sufficient to recover the investment of significant leasehold improvements located on the site.

For the discount rate, we use the rate implicit in the lease when available to discount lease payments to present value.

However, our ground leases and other property interests generally do not provide a readily determinable implicit rate.

Therefore, we estimate the incremental borrowing rate to discount lease payments based on the lease term and lease currency.

We use publicly available data for instruments with similar characteristics when

calculating our incremental borrowing rates.

Refer to Note 2 in our Consolidated Financial Statements included in this annual report for further discussion on lease accounting.

| Domestic site leasing | | $ | 1,487,108 | | $ | 1,400,095 | | $ | — | | $ | 87,013 | | | 6.2% |

| International site leasing | | | 373,750 | | | 340,339 | | | (20,584) | | | 53,995 | | | 15.9% |

| Site development | | | 153,787 | | | 125,261 | | | — | | | 28,526 | | | 22.8% |

| Total | | $ | 2,014,645 | | $ | 1,865,695 | | $ | (20,584) | | $ | 169,534 | | | 9.1% |

| Domestic site leasing | | $ | 258,413 | | $ | 266,131 | | $ | — | | $ | (7,718) | | | (2.9%) |

| International site leasing | | | 115,538 | | | 106,165 | | | (6,960) | | | 16,333 | | | 15.4% |

| Site development | | | 119,080 | | | 96,499 | | | — | | | 22,581 | | | 23.4% |

| Total | | $ | 493,031 | | $ | 468,795 | | $ | (6,960) | | $ | 31,196 | | | 6.7% |

| Domestic site leasing | | $ | 1,228,695 | | $ | 1,133,964 | | $ | — | | $ | 94,731 | | | 8.4% |

| International site leasing | | | 258,212 | | | 234,174 | | | (13,624) | | | 37,662 | | | 16.1% |

| Site development | | | 34,707 | | | 28,762 | | | — | | | 5,945 | | | 20.7% |

| | | For the year ended | | | | | | | | | | | | Constant | |

| | | December 31, | | | | | | Foreign | | | Constant | | | Currency | |

| International site leasing | | | 32,411 | | | 27,082 | | | (1,151) | | | 6,480 | | | 23.9% |

| Total site leasing | | $ | 132,118 | | $ | 99,961 | | $ | (1,151) | | $ | 33,308 | | | 33.3% |

| Site development | | | 21,525 | | | 16,215 | | | — | | | 5,310 | | | 32.7% |

| Other | | | 39,074 | | | 26,350 | | | — | | | 12,724 | | | 48.3% |

| Total | | $ | 192,717 | | $ | 142,526 | | $ | (1,151) | | $ | 51,342 | | | 36.0% |

| | | For the year ended | | | | | | | | | | | | Constant | |

We also managed or leased approximately 9,700 actual or potential sites, approximately 500 of which were revenue producing as of December 31, 2018.

In the United States and Canada, our

- Lease origination cost amortization; and

- Straight-line rent adjustment for the difference between rental payments made and the expense recorded as if the payments had been made evenly throughout the lease term (which may include renewal terms) of the underlying property interests.

| | | | | | | | | | |

Furthermore, because our towers are strategically positioned and our customers typically do

A primary goal of our capital allocation strategy is to increase our Adjusted Funds From Operations per share.

Portfolio Growth.

Stock Repurchase Program.

Recent Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued ASU 2016-02, Leases.

The accounting for lessors remains largely unchanged from existing guidance.

The Company has adopted this standard as of January 1, 2019.

This guidance will have a material impact on the Company’s consolidated balance sheet due to the recognition of lease liabilities for its ground leases of approximately $2.3 billion to $2.7 billion.

In July 2018, the FASB issued additional guidance on the accounting for leases.

The guidance provides companies with another transition method that allows entities to recognize a cumulative-effect adjustment to the opening balance of retained earnings as of the date of adoption.

Under this method, previously presented years’ financial positions and results are not adjusted.

The Company adopted this alternative transition method.

The new guidance also provides lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component if (1) the non-lease components would otherwise be accounted for under the new revenue recognition standard, (2) both the timing and pattern of transfer are the same for the non-lease components and associated lease component, and (3) if accounted for separately, the lease component would be classified as an operating lease.

The Company adopted this practical expedient in its accounting for leases.

| | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Domestic site leasing | | $ | 1,400,095 | | $ | 1,308,389 | | $ | — | | $ | 91,706 | | | 7.0% |

| International site leasing | | | 340,339 | | | 314,784 | | | (31,343) | | | 56,898 | | | 18.1% |

| Site development | | | 125,261 | | | 104,501 | | | — | | | 20,760 | | | 19.9% |

| Total | | $ | 1,865,695 | | $ | 1,727,674 | | $ | (31,343) | | $ | 169,364 | | | 9.8% |

| Domestic site leasing | | $ | 266,131 | | $ | 260,826 | | $ | — | | $ | 5,305 | | | 2.0% |

| International site leasing | | | 106,165 | | | 98,701 | | | (10,795) | | | 18,259 | | | 18.5% |

| Site development | | | 96,499 | | | 86,785 | | | — | | | 9,714 | | | 11.2% |

| Total | | $ | 468,795 | | $ | 446,312 | | $ | (10,795) | | $ | 33,278 | | | 7.5% |

| Domestic site leasing | | $ | 1,133,964 | | $ | 1,047,563 | | $ | — | | $ | 86,401 | | | 8.2% |

| International site leasing | | | 234,174 | | | 216,083 | | | (20,548) | | | 38,639 | | | 17.9% |

| Site development | | | 28,762 | | | 17,716 | | | — | | | 11,046 | | | 62.4% |

No other individual international market represented more than 3% of our total site leasing revenue.

| International site leasing | | | 27,082 | | | 24,320 | | | (2,513) | | | 5,275 | | | 21.7% |

| Total site leasing | | $ | 99,961 | | $ | 91,583 | | $ | (2,513) | | $ | 10,891 | | | 11.9% |

| Site development | | | 16,215 | | | 15,433 | | | — | | | 782 | | | 5.1% |

| Not identified by segment | | | 26,350 | | | 23,681 | | | — | | | 2,669 | | | 11.3% |

| Total | | $ | 142,526 | | $ | 130,697 | | $ | (2,513) | | $ | 14,342 | | | 11.0% |

| Total | | $ | 10,961 | | $ | 12,367 | | $ | (295) | | $ | (1,111) | | | (9.0%) |

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 December 31, [removed: 2018:][added: 2019:]

| | | [removed: 2019] [added: 2020] | | | [removed: 2020] [added: 2021] | | | [removed: 2021] [added: 2022] | | | [removed: 2022] [added: 2023] | | | [removed: 2023] [added: 2024] | | | [removed: Thereafter] [added: Thereafter] | | | [removed: Total] [added: Total] | | | [removed: Fair Value] [added: Fair Value] | |

| | | [removed: (in thousands)] [added: (in thousands)] | | | | | | | | | | | | | | | | | | | | | | |

| 2014 Senior Notes [added: (1)] | | $ | — | | $ | — | | $ | [removed: —] [added: 750,000] | | $ | [removed: 750,000] [added: —] | | $ | — | | $ | — | | $ | 750,000 | | $ | [removed: 735,000] [added: 760,313] |

| 2016 Senior Notes | | | — | | | — | | | — | | | — | | | [removed: —] [added: 1,100,000] | | | [removed: 1,100,000] [added: —] | | | 1,100,000 | | | [removed: 1,034,000] [added: 1,142,625] |

| 2017 Senior Notes | | | — | | | — | | | [removed: —] [added: 750,000] | | | [removed: 750,000] [added: —] | | | — | | | — | | | 750,000 | | | [removed: 712,500] [added: 764,063] |

| 2013-2C Tower Securities [removed: (1)] [added: (2)] | | | — | | | — | | | — | | | [removed: —] [added: 575,000] | | | [removed: 575,000] [added: —] | | | — | | | 575,000 | | | [removed: 569,164] [added: 585,954] |

| [removed: 2014-1C] [added: 2014-2C] Tower Securities [removed: (1)] [added: (2)] | | | [removed: 920,000] [added: —] | | | — | | | — | | | — | | | [removed: —] [added: 620,000] | | | — | | | [removed: 920,000] [added: 620,000] | | | [removed: 914,241] [added: 644,912] |

| 2015-1C Tower Securities [removed: (1)] [added: (2)] | | | [removed: —] [added: 500,000] | | | [removed: 500,000] [added: —] | | | — | | | — | | | — | | | — | | | 500,000 | | | [removed: 496,640] [added: 502,095] |

| 2016-1C Tower Securities [removed: (1)] [added: (2)] | | | — | | | [removed: —] [added: 700,000] | | | [removed: 700,000] [added: —] | | | — | | | — | | | — | | | 700,000 | | | [removed: 691,432] [added: 704,095] |

| 2017-1C Tower Securities [removed: (1)] [added: (2)] | | | — | | | — | | | [removed: —] [added: 760,000] | | | [removed: 760,000] [added: —] | | | — | | | — | | | 760,000 | | | [removed: 744,496] [added: 763,405] |

| 2018-1C Tower Securities [removed: (1)] [added: (2)] | | | — | | | — | | | — | | | [removed: —] [added: 640,000] | | | [removed: 640,000] [added: —] | | | — | | | 640,000 | | | [removed: 641,478] [added: 658,266] |

| Revolving Credit Facility [added: (1)] | | | — | | | — | | | — | | | [removed: —] [added: 490,000] | | | [removed: 325,000] [added: —] | | | — | | | [removed: 325,000] [added: 490,000] | | | [removed: 325,000] [added: 490,000] |

[removed: (1)The] [added: (2)The] anticipated repayment date and the final maturity date for the 2013-2C Tower Securities is April 11, 2023 and April 9, 2048, respectively.

The anticipated repayment date and the final maturity date for the [removed: 2014-1C] [added: 2019-1C] Tower Securities is [removed: October 8, 2019] [added: January 12, 2025] and [removed: October 11, 2044,] [added: January 12, 2050,] respectively.

The anticipated repayment date and the final maturity date for the [removed: 2016\-1C] [added: 2016-1C] Tower Securities is July 9, 2021 and July 10, 2046, respectively.

We manage the interest rate risk on our outstanding debt through our large percentage of fixed rate debt, including [removed: a four-year] interest rate [removed: swap on a portion of our 2018 Term Loan entered into on February 1, 2019.][added: swaps.]

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, [added: South Africa,] and to a lesser extent, our markets in Central America.

In addition, in Brazil, Canada, [removed: and] Chile, [added: and South Africa,] we receive significantly all of our revenue and pay significantly all of our operating expenses in local currency.

[added: For] the year ended December 31, [removed: 2018,] [added: 2019,] approximately [removed: 13.3%] [added: 13.2%] of our revenues and approximately [removed: 16.9%] [added: 16.2%] 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 December 31, [removed: 2018.][added: 2019.]

As of December 31, [removed: 2018,] [added: 2019,] the analysis indicated that such an adverse movement would have caused our revenues and operating income to decline by approximately [removed: 1.1%] [added: 1.0%] and [removed: 0.5%,] [added: 0.6%,] respectively, for the year ended December 31, [removed: 2018.][added: 2019.]

As of December 31, [removed: 2018,] [added: 2019,] we had intercompany debt, which is denominated in a currency other than the functional currency of the subsidiary in which it is recorded.

A change of 10% in the underlying exchange rates of our unsettled intercompany debt at December 31, [removed: 2018] [added: 2019] would have resulted in approximately [removed: $53.6] [added: $76.2] million of unrealized gains or losses that would have been included in Other income (expense), net in our Consolidated Statements of Operations for the year ended December 31, [removed: 2018.][added: 2019.]

[removed: Special] [added: Special] Note Regarding Forward-Looking [removed: Statements][added: Statements]

- 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, [added: future spectrum auctions,] the trends developing in our industry, and competitive factors;

- our expectations regarding our capital allocation strategy, including future allocation decisions [removed: between stock repurchases and] [added: among] portfolio growth, [added: 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 our future cash capital expenditures, both discretionary and non-discretionary, including expenditures required [added: 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 intent to maintain our target leverage [removed: levels;][added: levels, including in light of our dividend;]

- our expectations regarding our debt service in [removed: 2019] [added: 2020] 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 ability to successfully manage the risks associated with our acquisition initiatives, including our ability to [added: 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;

| 2019-1C Tower Securities (2) | | | — | | | — | | | — | | | — | | | — | | | 1,165,000 | | | 1,165,000 | | | 1,158,057 |

| 2018 Term Loan | | | 24,000 | | | 24,000 | | | 24,000 | | | 24,000 | | | 24,000 | | | 2,244,000 | | | 2,364,000 | | | 2,369,910 |

| Total debt obligation | | $ | 524,000 | | $ | 724,000 | | $ | 2,284,000 | | $ | 1,729,000 | | $ | 1,744,000 | | $ | 3,409,000 | | $ | 10,414,000 | | $ | 10,543,695 |

(1)Proceeds from the February 4, 2020 issuance of the 2020 Senior Notes were used to redeem all of the outstanding principal amount of the 2014 Senior Notes and repay a portion of the amount outstanding under the Revolving Credit Facility.

During 2019, we, through our wholly owned subsidiary, SBA Senior Finance II, LLC, entered into interest rate swaps on a portion of our 2018 Term Loan, which as of December 31, 2019, swapped $1.95 billion of notional value accruing interest at one month LIBOR plus 175 basis points for a fixed rate of 3.78% per annum through the maturity date of the 2018 Term Loan.

In addition, there is currently uncertainty about whether LIBOR will continue to exist after 2021.

The discontinuation of LIBOR after 2021 and the replacement with an alternative reference rate may adversely impact interest rates and our interest expense could increase.

- our expectations regarding the impact of the proposed Sprint/T-Mobile merger, if consummated;

- our expectations regarding dividends and our ability to grow our dividend in the future and the drivers of such growth;

- the ability of Dish Network to become and compete as a nationwide carrier;

- the health of the South Africa economy and wireless communications market, and the willingness of carriers to invest in their networks in that market;

| 2014-2C Tower Securities (1) | | | — | | | — | | | — | | | — | | | — | | | 620,000 | | | 620,000 | | | 609,665 |

| 2018 Term Loan | | | 24,000 | | | 24,000 | | | 24,000 | | | 24,000 | | | 24,000 | | | 2,268,000 | | | 2,388,000 | | | 2,262,630 |

| Total debt obligation | | $ | 944,000 | | $ | 524,000 | | $ | 724,000 | | $ | 2,284,000 | | $ | 1,564,000 | | $ | 3,988,000 | | $ | 10,028,000 | | $ | 9,736,246 |

We swapped $1.2 billion of notional value accruing interest at one month LIBOR plus 200 basis points for a fixed rate of 4.495% per annum.

For

[removed: General][added: General]

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” [removed: and the location of the towers as] [added: 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, [added: Canada,] and [removed: Canada.][added: South Africa.]

Our primary business line is our site leasing business, which contributed [removed: 98.0%] [added: 97.7%] of our total segment operating profit for the year ended December 31, [removed: 2018.][added: 2019.]

As of December 31, [removed: 2018,] [added: 2019,] we owned [removed: 29,578] [added: 32,403] 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.

[removed: Business Strategy][added: Business Strategy]

We believe that the long-term and repetitive nature of [removed: the revenue stream of] our site leasing business will permit us to maintain a stable, recurring cash flow stream and reduce our exposure to cyclical changes in customer spending which arises in our site development business.

[removed: Organic Growth.][added: *Organic Growth.*]

[removed: | | · | | Maximizing our Tower Capacity.] We [removed: generally have constructed or acquired towers that accommodate multiple tenants and a majority of our towers are high capacity tower structures. Most of our towers have significant capacity available for additional antennas, and we believe that increased use of our towers can generate additional lease revenue and be achieved at a low incremental cost. We] measure the available capacity of our existing sites to support additional tenants by assessing several factors, including tower height, tower type, wind loading, environmental conditions, existing equipment on the tower and zoning and permitting regulations in effect in the jurisdiction where the tower is located. [removed: We actively market space on our towers through our internal sales force. As of December 31, 2018, we had an average of 1.8 tenants per tower structure. |]

[removed: Systematic] [added: *Systematic] Tower Portfolio [removed: Growth.][added: Growth*.]

[removed: Consequently, we] [added: We] intend to continue to grow our tower portfolio, domestically and internationally, through tower acquisitions and the construction of new tower structures.

[removed: | | · | | Disciplined Tower Acquisitions – In our tower acquisition program, we pursue towers from third parties, domestically and internationally, that meet or exceed our internal guidelines regarding current and future potential returns.] For each acquisition, we prepare various analyses that include projections of several different investment return metrics, review of available capacity, future lease up projections, and a summary of current and future tenant/technology mix. [removed: |]

[removed: | | · | | International Tower Growth – The majority of our international markets typically have less mature wireless networks with limited wireline infrastructure and lower wireless data penetration rates than those in the United States.] Accordingly, our tower growth in these markets is primarily driven by (1) wireless service providers seeking to increase the quality and coverage of their networks, (2) increased consumer mobile data traffic, such as media streaming, mobile apps and games, web browsing, and email, and (3) incremental spectrum auctions, which have resulted in new market entrants, as well as incremental voice and data network deployments. [removed: |]

[removed: | | · | | International] [added: *International] Market [removed: Expansion] [added: Expansion*] – We believe that we can create substantial value by expanding our site leasing services into select international markets which we believe have a high-growth wireless industry and relatively stable political and regulatory environments. [removed: We consider various factors when identifying a market for our international expansion, including: |]

[removed: | | o | | Country] [added: oCountry] analysis – We consider the country’s economic and political stability, and whether the country’s general business, legal and regulatory environment is conducive to the sustainability and growth of our business. [removed: |]

[removed: | | o | | Market] [added: oMarket] potential – We analyze the expected demand for wireless services, and whether a country has multiple wireless service providers who are actively seeking to invest in deploying voice and data networks, as well as spectrum auctions that have occurred or that are anticipated to occur. [removed: |]

[removed: | | o | | Risk adjusted return criteria – We consider whether buying or building towers in a country, and providing our management and leasing services, will meet our return criteria.] As part of this analysis, we consider the risk of entering into an international market (for example, the impact of foreign currency exchange rates and inflation, real estate, permitting, and taxation risks), and how our expansion meets our long-term strategic objectives for the region and our business generally. [removed: |]

[removed: New] [added: *New] Build [removed: Program] [added: Program*] – We build new towers domestically and internationally.

[removed: Using] [added: *Using] our Local Presence to Build Strong Relationships with Major Wireless Service [removed: Providers.][added: Providers.* Given the nature of towers as location-specific communications facilities, we believe that substantially all of what we do is done best locally.]

[removed: Controlling] [added: *Controlling] our Underlying Land [removed: Positions.][added: Positions*.]

Consequently, we have purchased and/or entered into perpetual [removed: easements or] [added: easements,] long-term [removed: leases] [added: leases, or other property interests] for the land that underlies our tower structures and intend to continue to do so, to the extent available at commercially reasonable prices.

We believe that these purchases, perpetual easements, and/or long-term leases will increase our margins, improve our cash flow from operations, and minimize our exposure to increases in [removed: ground lease] rents [added: for property interests] in the future.

As of December 31, [removed: 2018,] [added: 2019,] approximately 71% of our tower structures were located on land that we own or control for more than 20 years and the average remaining life under our ground [removed: leases,] [added: leases and other property interests,] including renewal options under our control, was [removed: 36] [added: 35] years.

As of December 31, [removed: 2018,] [added: 2019,] approximately [removed: 7.9%] [added: 8.6%] of our tower structures had ground leases [added: or other property interests] maturing in the next 10 years.

[removed: Industry Developments][added: Industry Developments]

[removed: | | · | | Consumers] [added: Consumers] are increasing their demand for wireless connectivity due to the adoption of bandwidth-intensive wireless data applications, such as video, social networking and enhanced web browsing, and the growth in machine-to-machine applications (such as connected cars). [removed: As a result, according to industry estimates, global mobile data traffic will grow at an approximately 46% compound annual growth rate from 2017 to 2022 and will grow at a rate two times faster than non-mobile data traffic over the same period. |]

[removed: | | · | | The] [added: The] velocity of spectrum development is expected to remain dynamic as carriers continue to deploy new bands and optimize bands that are currently in service, both of which activities we expect will require carriers to install equipment at new sites and add new equipment at existing sites. [removed: For example, recent spectrum auctions and a new network for first responders that is being developed by AT&T for the First Responder Network Authority (“FirstNet”), an independent authority within the Department of Commerce, are expected to contribute to growth in the upcoming years. In addition, the deployment of 5G wireless technologies is expected to increase equipment installation at existing sites. |]

[removed: | | · | | Consumers list network quality as a key contributor when terminating or changing service.] To remain competitive and to decrease subscriber churn rates, wireless carriers have made substantial capital investments into their wireless networks to improve service quality and expand coverage. [removed: We expect wireless carriers to continue to expend capital to differentiate their product offerings. |]

[removed: Our Businesses][added: Our Businesses]

[removed: Site] [added: Site] Leasing [removed: Services][added: Services]

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts in the United States, [removed: Canada,] [added: South America,] Central America, [added: Canada,] and South [removed: America.][added: Africa.]

Our site leasing business generates substantially all of our total segment operating profit, representing [removed: 98.0%] [added: 97.7%] or more of our total segment operating profit for the past three fiscal years.

[removed: Domestic] [added: Domestic] Site [removed: Leasing][added: Leasing]

As of December 31, [removed: 2018,] [added: 2019,] we owned [removed: 16,263] [added: 16,401] sites in the United States and its territories.

For the year ended December 31, [removed: 2018,] [added: 2019,] we generated [removed: 80.4%] [added: 80.5%] of our total site leasing revenue from these sites.

We derive domestic site leasing revenues primarily from AT&T, Sprint, [removed: T\-Mobile,] [added: T-Mobile,] and Verizon Wireless.

In the United States, our tenant leases are generally for an initial term of five [added: years] to [removed: ten] [added: 10] years with multiple [removed: 5-year] [added: five year] renewal periods at the option of the tenant.

These tenant leases typically contain specific rent escalators, which average 3-4% per [removed: year.][added: year, including renewal option periods.]

Our ground leases in the United States are generally for an initial term of five years or more with multiple [removed: 5-year] [added: five year] renewal periods, at our option, and provide for rent escalators which typically average 2-3% annually.

As of December 31, [removed: 2018,] [added: 2019,] (1) no U.S. state or territory included more than 10% of our total tower portfolio by tower count, and (2) no U.S. state or territory accounted for more than 10% of our total revenues for the year ended December 31, [removed: 2018.][added: 2019.]

*Maximizing our Tower Capacity.* We generally have constructed or acquired towers that accommodate multiple tenants and a majority of our towers are high capacity tower structures.

Most of our towers have significant capacity available for additional antennas, and we believe that increased use of our towers’ structural capacity can generate additional lease revenue and be achieved at a low incremental cost.

We actively market space on our towers through our internal sales force.

As of December 31, 2019, we had an average of 1.8 tenants per tower structure.

*Capitalizing on our Scale and Management Experience.* We are a large owner, operator and developer of towers, with substantial capital, human, and operating resources.

We have been developing towers for wireless service providers in the U.S. since 1989 and owned and operated towers for ourselves since 1997.

We believe our size, experience, capabilities, and resources make us a preferred partner for wireless service providers both in the U.S. and internationally.

Our management team has extensive experience in site leasing and site development, with some of the longest tenures in the tower and site development industries.

We believe that our industry expertise and strong relationships with wireless service providers will permit us to continue to organically grow our site leasing and site development services.

*Disciplined Tower Acquisitions* – In our tower acquisition program, we pursue towers from third parties that meet or exceed our internal guidelines regarding current and future potential returns.

*International Tower Growth* – The majority of our international markets typically have less mature wireless networks with limited wireline infrastructure and lower wireless data penetration rates than those in the United States.

We consider various factors when identifying a market for our international expansion, including:

oRisk adjusted return criteria – We consider whether buying or building towers in a country, and providing our management and leasing services, will meet our return criteria.

*Exploring Opportunities in Evolving Technologies and Ancillary Services.* In addition to our traditional tower-related services, we are currently exploring ancillary services and evolving technologies that we believe will allow us to create value by leveraging our current assets and relationships with wireless service providers.

For example, we are exploring opportunities to participate in mobile edge computing opportunities and, in connection, have recently invested in a data center.

Global mobile data traffic is forecast to reach 160 exabytes per month by 2025, an increase of 321% over the end of 2019.

For example, recent and future spectrum auctions, such as the future CBRS and C-Band auctions, and a new network for first responders that is being developed by AT&T for the First Responder Network Authority (“FirstNet”), an independent authority within the Department of Commerce, are expected to contribute to growth in the upcoming years.

In addition, the deployment of 5G wireless technologies is expected to increase equipment installation at existing sites.

Consumers list network quality as a key contributor when terminating or changing service.

We expect wireless carriers to continue to expend capital to differentiate their product offerings.

For example, if the proposed Sprint/T-Mobile merger is consummated, to meet future consumer demand, the new combined Sprint/T-Mobile is expected to need to invest in its network by deploying its 2.5Ghz spectrum holdings, and Dish Network is expected to need to expend significant funds to develop a new nationwide network.

conditions that will govern the terms of the use of the site.

In our international markets, ground leases and other property interests are generally for an initial term of five to ten years with multiple renewal periods, which are at our option.

In Central America and Canada, ground leases and other property interests provide for rent escalators which typically average 2-3% annually, or in South American markets and South Africa, adjust in accordance with a standard cost of living index.

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 primarily limited to (1) permitting and other local fees, (2) utilities, and (3) taxes.

| Cable & Wireless | ICE | Telkom |

| Dish Network | SouthernLinc | Vodacom |

for the possession or distribution of a controlled substance.

applications to collocate a facility or deploy a facility, such as a tower.

*International Regulations*.

We also managed or leased approximately 9,700 actual or potential sites, approximately 500 of which were revenue producing as of December 31, 2018.

| --- | --- | --- | --- |

| | · | | Capitalizing on our Scale and Management Experience. We are a large owner, operator and developer of towers, with substantial capital, human, and operating resources. We have been developing towers for wireless service providers in the U.S. since 1989 and owned and operated towers for ourselves since 1997. We believe our size, experience, capabilities, and resources make us a preferred partner for wireless service providers both in the U.S. and internationally. Our management team has extensive experience in site leasing and site development, with some of the longest tenures in the tower and site development industries. We believe that our industry expertise and strong relationships with wireless service providers will permit us to continue to organically grow our site leasing and site development services. |

Given the nature of towers as location-specific communications facilities, we believe that substantially all of what we do is done best locally.

Since we first entered the Central and South American markets, we have built or acquired 13,016 sites as of December 31, 2018 and continue to expand in these markets to respond to growing demand.

Our operations in these countries are solely in the site leasing business, and we expect to continue to expand operations through acquisitions and new builds, as well as organic lease up on our existing towers.

Our ground leases in Canada, Central America and South America generally have similar terms and

conditions as those in the United States, except that the annual escalators in our South American ground leases are based on a cost of living index.

Our operations in Central America and Ecuador are primarily denominated in United States Dollars.

| Algar Celular | Dish | Oi S.A. |

| Cable & Wireless | Freedom Mobile | SouthernLinc |

relationships with our customers.

Federal Regulations.

is cleared by the FAA.

State and Local Regulations.

International Regulations.

burdensome or comprehensive than, those in the U.S. Non-compliance with such regulations may lead to monetary penalties or deconstruction orders.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: WASHINGTON,] [added: WASHINGTON,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

[removed: ☒ANNUAL] [added: xANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934][added: 1934]

[removed: For] [added: For] the fiscal year [removed: ended December 31, 2018][added: ended December 31, 2019]

[removed: ☐TRANSITION] [added: ¨TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934][added: 1934]

[removed: For] [added: For] the transition period [removed: from to][added: from to]

[removed: Commission] [added: Commission] file [removed: number: 001\-16853][added: number: 001-16853]

[removed: SBA] [added: SBA] COMMUNICATIONS [removed: CORPORATION][added: CORPORATION]

[removed: (Exact] [added: (Exact] name of Registrant as specified in its [removed: charter)][added: charter)]

| [removed: Florida] [added: Florida] | [removed: 65-0716501] [added: 65-0716501] |

| [removed: (State] [added: (State] or other jurisdiction [removed: of] [added: of] | [removed: (I.R.S. Employer] [added: (I.R.S. Employer] |

| [removed: incorporation] [added: incorporation] or [removed: organization)] [added: organization)] | [removed: Identification No.)] [added: Identification No.)] |

| [removed: 8051] [added: 8051] Congress [removed: Avenue] [added: Avenue] | |

| [removed: Boca Raton, Florida] [added: Boca Raton, Florida] | [removed: 33487] [added: 33487] |

| [removed: (Address] [added: (Address] of principal executive [removed: offices)] [added: offices)] | [removed: (Zip Code)] [added: (Zip Code)] |

[removed: Registrant’s] [added: Registrant’s] telephone number, including area code [removed: (561) 995-7670][added: (561) 995-7670]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of Each [removed: Class] [added: Class] | [removed: Name] [added: Trading Symbol | Name] of Each Exchange on Which [removed: Registered] [added: Registered] |

| [removed: Class] [added: Class] A Common Stock, $0.01 par value per [removed: share] [added: share] | [removed: The] [added: SBAC | The] NASDAQ Stock Market [removed: LLC] [added: LLC] |

| | [removed: (NASDAQ] [added: | (NASDAQ] Global Select [removed: Market)] [added: Market)] |

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act:][added: Act:]

[removed: None][added: None]

Yes [removed: ☒] [added: x] No [removed: ☐][added: ¨]

Yes [removed: ☐] [added: ¨] No [removed: ☒][added: x]

| Large [removed: accelerated filer] [added: Accelerated Filer] | [removed: ☒] [added: x] | Accelerated [removed: filer] [added: Filer] | [removed: ☐] [added: ¨] |

| Non-Accelerated [removed: filer] [added: Filer] | [removed: ☐] [added: ¨] | Smaller [removed: reporting company] [added: Reporting Company] | [removed: ☐] [added: ¨] |

| Emerging [removed: growth company] [added: Growth Company] | [removed: ☐] [added: ¨] | | |

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

The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately [removed: $18.8] [added: $25.2] billion as of June 30, [removed: 2018.][added: 2019.]

The number of shares outstanding of the Registrant’s common stock (as of February [removed: 21, 2019):] [added: 18, 2020):] Class A common stock — [removed: 112,589,177.][added: 111,929,411.]

[removed: Documents] [added: Documents] Incorporated By [removed: Reference][added: Reference]

Portions of the Registrant’s definitive proxy statement for its [removed: 2019] [added: 2020] annual meeting of shareholders, which proxy statement will be filed no later than 120 days after the close of the Registrant’s fiscal year ended December 31, [removed: 2018,] [added: 2019,] are hereby incorporated by reference in Part III of this Annual Report on Form 10-K.

[removed: Table of Contents][added: Table of Contents]

| | | [removed: Page] [added: Page] |

| [removed: PART I] [added: PART I] | | |

| [removed: ITEM 1.] [added: ITEM 1.] | [removed: [BUSINESS](#Item1)] [added: [BUSINESS](#Item1)] | 1 |

| [removed: ITEM 1A.] [added: ITEM 1A.] | [removed: [RISK FACTORS](#Item1A)] [added: [RISK FACTORS](#Item1A)] | 7 |

| [removed: ITEM 2.] [added: ITEM 2.] | [removed: [PROPERTIES](#Item2)] [added: [PROPERTIES](#Item2)] | [removed: 20] [added: 21] |

OR

Yes x No ¨

Yes x No ¨

| --- | --- | --- |

| | | |

10-K 1 sbac-20181231x10k.htm 10-K

OR

| | |

| --- | --- |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

As of December 31, [removed: 2018,] [added: 2019,] approximately 71% of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land that have an interest that extends beyond 20 years.

The average remaining life under our ground [removed: leases,] [added: leases and other property interests,] including [added: renewal options under our control, is 35 years.]

Ground leases [added: and other property interests] are generally for an initial term of five years or more with multiple [removed: 5-year] [added: five year] renewal periods, for a total of [removed: thirty] [added: 30] years or more.

As of December 31, [removed: 2018,] [added: 2019,] we had an average of 1.8 tenants per tower structure.

We open and close project offices from time to time in connection with our site development business.

renewal options under our control, is 36 years.

[removed: PART II][added: PART II]

[removed: Market] [added: Market] for our Class A Common [removed: Stock][added: Stock]

As of February [removed: 21, 2019,] [added: 18, 2020,] there were [removed: 234] [added: 120] record holders of our Class A common stock.

[removed: Dividends][added: Dividends]

As of December 31, [removed: 2018, $755.4] [added: 2019, $652.9] million of the federal NOLs are attributes of the REIT.

The amount of future distributions will be determined, from time to time, by the 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 [removed: quality assets that meet our return criteria, and then stock repurchases when we believe our stock price is below its intrinsic value.]

[removed: Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]

The following table presents information related to our repurchases of Class A common stock during the fourth quarter of [removed: 2018:][added: 2019:]

| | | [removed: Total] [added: Total] | | | | | [removed: Total] [added: Total] Number of [removed: Shares] [added: Shares] | | [removed: Approximate] [added: Approximate] Dollar [removed: Value] [added: Value] | |

| | | [removed: Number] [added: Number] | | [removed: Average] [added: Average] | | | [removed: Purchased] [added: Purchased] as Part [removed: of] [added: of] | | [removed: of] [added: of] Shares that May Yet [removed: Be] [added: Be] | |

| | | [removed: of Shares] [added: of Shares] | | [removed: Price Paid] [added: Price Paid] | | | [removed: Publicly Announced] [added: Publicly Announced] | | [removed: Purchased] [added: Purchased] Under [removed: the] [added: the] | |

| [removed: Period] [added: Period] | | [removed: Purchased] [added: Purchased] | | [removed: Per Share] [added: Per Share] | | | [removed: Plans] [added: Plans] or [removed: Programs (1)] [added: Programs (1)] | | [removed: Plans] [added: Plans] or [removed: Programs] [added: Programs] | |

[removed: | | (1) | | On February 16, 2018, our Board of Directors authorized a $1.0 billion stock repurchase plan, replacing the plan authorized on January 12, 2017.] This [added: new] plan authorizes us to purchase, from time to time, up to $1.0 billion of our outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 under the Exchange Act, and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements, and other factors. [removed: Shares repurchased will be retired. This 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. |]

quality assets that meet our return criteria, and then stock repurchases when we believe our stock price is below its intrinsic value.

| 10/1/2019 - 10/31/2019 | | — | | $ | — | | — | | $ | 824,306,904 |

| 11/1/2019 - 11/30/2019 | | 495,923 | | $ | 231.89 | | 495,923 | | $ | 709,307,298 |

| 12/1/2019 - 12/31/2019 | | 363,307 | | $ | 233.96 | | 363,307 | | $ | 624,306,987 |

| Total | | 859,230 | | $ | 232.77 | | 859,230 | | $ | 624,306,987 |

(1)On July 29, 2019, our Board of Directors authorized a stock repurchase plan, replacing the plan authorized on February 16, 2018 which had a remaining authorization of $110.0 million.

Shares repurchased will be retired.

This 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.

We have never paid a dividend on any class of common stock.

| 10/1/2018 - 10/31/2018 | | 936,981 | | $ | 151.55 | | 936,981 | | $ | 404,518,419 |

| 11/1/2018 - 11/30/2018 | | — | | $ | — | | — | | $ | 404,518,419 |

| 12/1/2018 - 12/31/2018 | | 1,226,357 | | $ | 163.08 | | 1,226,357 | | $ | 204,518,536 |

| Total | | 2,163,338 | | $ | 158.09 | | 2,163,338 | | $ | 204,518,536 |

| --- | --- | --- | --- |

The following table sets forth selected historical financial data as of and for each of the five years in the period ended December 31, [removed: 2018.][added: 2019.]

The financial data for the fiscal years ended [added: 2019,] 2018, 2017, 2016, [removed: 2015,] and [removed: 2014] [added: 2015] have been derived from our audited consolidated financial statements.

| | | [removed: For] [added: For] the year ended December [removed: 31,] [added: 31,] | | | | | | | | | | | | | |

| | | [removed: 2018] [added: 2019] | | | [removed: 2017] [added: 2018] | | | [removed: 2016] [added: 2017] | | | [removed: 2015] [added: 2016] | | | [removed: 2014] [added: 2015] | |

| | | [removed: (audited)] [added: (audited)] (in thousands, except for per share [removed: data)] [added: data)] | | | | | | | | | | | | | |

| Site leasing | | $ | [removed: 1,740,434] [added: 1,860,858] | | $ | [removed: 1,623,173] [added: 1,740,434] | | $ | [removed: 1,538,070] [added: 1,623,173] | | $ | [removed: 1,480,634] [added: 1,538,070] | | $ | [removed: 1,360,202] [added: 1,480,634] |

| Site development | | | [added: 153,787 | | |] 125,261 | | | 104,501 | | | 95,055 | | | 157,840 | [removed: | | 166,794 |]

| Total revenues | | | [added: 2,014,645 | | |] 1,865,695 | | | 1,727,674 | | | 1,633,125 | | | 1,638,474 | [removed: | | 1,526,996 |]

| Cost of site leasing | | | [added: 373,951 | | |] 372,296 | | | 359,527 | | | 342,215 | | | 324,655 | [removed: | | 301,313 |]

| Cost of site development | | | [added: 119,080 | | |] 96,499 | | | 86,785 | | | 78,682 | | | 119,744 | [removed: | | 127,172 |]

| Selling, general, and administrative [added: expenses] | | | [added: 192,717 | | |] 142,526 | | | 130,697 | | | 143,349 | | | 114,951 | [removed: | | 103,317 |]

| [removed: Acquisition related] adjustments and expenses | | | [added: 15,228 | | |] 10,961 | | | 12,367 | | | 13,140 | | | 11,864 | [removed: | | 7,798 |]

| Asset impairment and decommission costs | | | [added: 33,103 | | |] 27,134 | | | 36,697 | | | 30,242 | | | 94,783 | [removed: | | 23,801 |]

| Depreciation, accretion, and amortization | | | [added: 697,078 | | |] 672,113 | | | 643,100 | | | 638,189 | | | 660,021 | [removed: | | 627,072 |]

| Total operating expenses | | | [added: 1,431,157 | | |] 1,321,529 | | | 1,269,173 | | | 1,245,817 | | | 1,326,018 | [removed: | | 1,190,473 |]

| Operating income | | | [added: 583,488 | | |] 544,166 | | | 458,501 | | | 387,308 | | | 312,456 | [removed: | | 336,523 |]

| Interest income | | | [added: 5,500 | | |] 6,731 | | | 11,337 | | | 10,928 | | | 3,894 | [removed: | | 677 |]

| Interest expense | | | [added: (390,036) | | |] (376,217) | | | (323,749) | | | (329,171) | | | (322,366) | [removed: | | (292,600) |]

| Non-cash interest expense | | | [added: (3,193) | | |] (2,640) | | | (2,879) | | | (2,203) | | | (1,505) | [removed: | | (27,112) |]

| Amortization of deferred financing fees | | | [added: (22,466) | | |] (20,289) | | | (21,940) | | | (21,136) | | | (19,154) | [removed: | | (17,572) |]

| Loss from extinguishment of debt, net | | | [added: (457) | | |] (14,443) | | | (1,961) | | | (52,701) | | | (783) | [removed: | | (26,204) |]

| Other [removed: (expense) income,] [added: income (expense),] net | | | [added: 14,053 | | |] (85,624) | | | (2,418) | | | 94,278 | | | (139,137) | [removed: | | 10,628 |]

| Total other [removed: expense] [added: expense, net] | | | [added: (396,599) | | |] (492,482) | | | (341,610) | | | (300,005) | | | (479,051) | [removed: | | (352,183) |]

| Income (loss) before [removed: provision for] income taxes | | | [added: 186,889 | | |] 51,684 | | | 116,891 | | | 87,303 | | | (166,595) | [removed: | | (15,660) |]

| Provision for income taxes | | | [added: (39,605) | | |] (4,233) | | | (13,237) | | | (11,065) | | | (9,061) | [removed: | | (8,635) |]

| Net income (loss) | | [removed: $] | [added: 147,284 | | |] 47,451 | | [removed: $] | 103,654 | | [removed: $] | 76,238 | | [removed: $] | (175,656) | [removed: | $ | (24,295) |]

| [removed: Basic net] [added: Net] income (loss) per common share [added: attributable to SBA] | | [removed: $] | [removed: 0.41] | | [removed: $] | [removed: 0.86] | | [removed: $] | [removed: 0.61] | | [removed: $] | [removed: (1.37)] | | [removed: $] | [removed: (0.19)] |

| Weighted average [added: number of] common shares [removed: outstanding:] | | | | | | | | | | | | | | | |

| Basic | | | [added: 112,809 | | |] 114,909 | | | 119,860 | | | 124,448 | | | 127,794 | [removed: | | 128,919 |]

| Diluted | | | [added: 114,693 | | |] 116,515 | | | 121,022 | | | 125,144 | | | 127,794 | [removed: | | 128,919 |]

| | | [removed: As] [added: As] of December [removed: 31,] [added: 31,] | | | | | | | | | | | | | |

| [removed: Balance] [added: Balance] Sheet [removed: Data] [added: Data] | | [removed: (audited)] [added: (audited)] (in [removed: thousands)] [added: thousands)] | | | | | | | | | | | | | |

| Cash and cash equivalents | | $ | [removed: 143,444] [added: 108,309] | | $ | [removed: 68,783] [added: 143,444] | | $ | [removed: 146,109] [added: 68,783] | | $ | [removed: 118,039] [added: 146,109] | | $ | [removed: 39,443] [added: 118,039] |

| Restricted cash - current | | | [added: 30,243 | | |] 32,464 | | | 32,924 | | | 36,786 | | | 25,353 | [removed: | | 52,519 |]

| Property and equipment, net | | | [added: 2,794,602 | | |] 2,786,355 | | | 2,812,346 | | | 2,792,076 | | | 2,782,353 | [removed: | | 2,762,417 |]

| Intangibles, net | | | [added: 3,626,773 | | |] 3,331,465 | | | 3,598,131 | | | 3,656,924 | | | 3,735,413 | [removed: | | 4,189,540 |]

| Total assets | | | [added: 9,759,941 | | |] 7,213,707 | | | 7,320,205 | | | 7,360,945 | | | 7,312,980 | [removed: | | 7,748,635 |]

| Total debt | | | [added: 10,334,425 | | |] 9,938,553 | | | 9,310,686 | | | 8,775,583 | | | 8,452,070 | [removed: | | 7,768,309 |]

| Total shareholders' deficit | | | [added: (3,667,007) | | |] (3,376,823) | | | (2,599,114) | | | (1,995,921) | | | (1,706,144) | [removed: | | (660,801) |]

| [removed: Other Data] [added: Other Data] | | [removed: (audited)] [added: (audited)] (in [removed: thousands)] [added: thousands)] | | | | | | | | | | | | | |

| Acquisition and new business initiatives related | | | | | | | | | | | | | | | |

| Net (income) attributable to noncontrolling interests | | | (293) | | | — | | | — | | | — | | | — |

| Net income (loss) attributable to SBA Communications Corporation | | $ | 146,991 | | $ | 47,451 | | $ | 103,654 | | $ | 76,238 | | $ | (175,656) |

| Communications Corporation: | | | | | | | | | | | | | | | |

| Basic | | $ | 1.30 | | $ | 0.41 | | $ | 0.86 | | $ | 0.61 | | $ | (1.37) |

| Diluted | | $ | 1.28 | | $ | 0.41 | | $ | 0.86 | | $ | 0.61 | | $ | (1.37) |

| | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 | |

| Right-of-use assets, net (1) | | | 2,572,217 | | | — | | | — | | | — | | | — |

| Current lease liabilities (1) | | | 247,015 | | | — | | | — | | | — | | | — |

| Long-term lease liabilities (1) | | | 2,279,400 | | | — | | | — | | | — | | | — |

(1)On January 1, 2019, the Company adopted ASU 2016-02 which requires lessees to recognize a right-of-use asset and a lease liability.

Upon adoption, certain assets and liabilities were reclassified to Right-of-use assets, net and lease liabilities in accordance with provisions of ASU 2016-02.

| | | For the year ended December 31, | | | | | | | | | | | | | |

| | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 | |

| | | | | | | | | | | | | | | | |

| Diluted net income (loss) per common share | | $ | 0.41 | | $ | 0.86 | | $ | 0.61 | | $ | (1.37) | | $ | (0.19) |

[removed: Disclosure] [added: Disclosure] Controls and Procedures [removed: –] [added: –] We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

In connection with the preparation of this Annual Report on Form 10-K, as of December 31, [removed: 2018,] [added: 2019,] an evaluation was performed under the supervision and with the participation of our management, including the CEO and CFO, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).

Based on such evaluation, our CEO and CFO concluded that, as of December 31, [removed: 2018,] [added: 2019,] our disclosure controls and procedures were effective.

There has been no change in our internal control over financial reporting during the quarter ended December 31, [removed: 2018] [added: 2019] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

[removed: Management’s] [added: Management’s] Annual Report on Internal Control over Financial Reporting [removed: –] [added: –] Management is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, [removed: 2018.][added: 2019.]

Management performed an assessment of the effectiveness of SBAC’s internal control over financial reporting as of December 31, [removed: 2018] [added: 2019] based upon criteria in [removed: Internal] [added: *Internal] Control – Integrated [removed: Framework] [added: Framework*] (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on our assessment, management determined that SBAC’s internal control over financial reporting was effective as of December 31, [removed: 2018] [added: 2019] based on the criteria in [removed: Internal] [added: *Internal] Control – Integrated [removed: Framework] [added: Framework*] (2013 Framework) issued by COSO.

[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]

[removed: Opinion] [added: Opinion] on Internal Control over Financial [removed: Reporting][added: Reporting]

We have audited SBA Communications Corporation and Subsidiaries’ internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, SBA Communications Corporation and [removed: Subsidiaries’] [added: Subsidiaries] (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] and the related consolidated statements of operations, comprehensive income (loss), shareholders’ deficit, and cash flows for each of the three years in the period ended December 31, [removed: 2018,] [added: 2019,] and the related notes and financial statement schedule listed in the Index at Item 15(a) of the Company and our report dated February [removed: 28, 2019] [added: 24, 2020] expressed an unqualified opinion thereon.

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

[removed: Definition] [added: Definition] and Limitations of Internal Control Over Financial [removed: Reporting][added: Reporting]

[removed: PART III][added: PART III]

February 24, 2020

February 28, 2019

The Code of Ethics is located on our internet web site at www.sbasite.com under “Investors – Governance – Governance Documents.” We intend to provide disclosure of any amendments or waivers of our Code of Ethics on our website within [removed: four] [added: 4] business days following the date of the amendment or waiver.

The remaining items required by Part III, Item 10 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2019] [added: 2020] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2019.][added: 2020.]

The items required by Part III, Item 11 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2019] [added: 2020] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2019.][added: 2020.]

The items required by Part III, Item [removed: 12, other than the information regarding the Registrant’s equity plans set forth below required by Item 201(d) of Regulation S-K,] [added: 12] are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2019] [added: 2020] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2019.][added: 2020.]

Equity Compensation Plan

The following table summarizes information with respect to the Registrant’s compensation plans under which the Registrant’s equity securities are authorized for issuance as of December 31, 2018:

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | Equity Compensation Plan Information | | | | | | |

| | | As of December 31, 2018 | | | | | | |

| | | (in thousands, except exercise price) | | | | | | |

| | | | | | | | | Number of Securities |

| | | Number of Securities | | | Weighted Average | | | Remaining Available for |

| | | to be Issued | | | Exercise Price | | | Future Issuance Under |

| | | Upon Exercise of | | | of Outstanding | | | Equity Compensation Plans |

| | | Outstanding Options, | | | Options, Warrants | | | (Excluding Securities |

| | | Warrants and Rights | | | and Rights | | | Reflected in first column (a)) |

| | | (a) | | | | (b) | | (c) |

| Equity compensation plans approved by | | | | | | | | |

| security holders | | | | | | | | |

| 2010 Plan | | 5,140 | (1) | | $ | 107.29 | | 6,517 |

| Equity compensation plans not approved by | | | | | | | | |

| security holders | | — | | | | | | — |

| Total | | 5,140 | | | $ | 107.29 | | 6,517 |

| | (1) | | Included in the number of securities in column (a) is 322,784 restricted stock units, which have no exercise price. The weighted average exercise price of outstanding options, warrants, and rights (excluding restricted stock units) is $114.48. |

| --- | --- | --- | --- |

The items required by Part III, Item 13 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2019] [added: 2020] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2019.][added: 2020.]

The items required by Part III, Item 14 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2019] [added: 2020] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2019.][added: 2020.]

[removed: PART IV][added: PART IV]

[removed: | | (2) | | Financial] [added: (2)Financial] Statement Schedules [removed: |]

[removed: Schedule] [added: Schedule] III—Schedule of Real Estate and Accumulated [removed: Depreciation][added: Depreciation]

| | | | | | | | | | | | | [removed: Gross |] [added: Gross] | | | | | | | | | | | | [removed: Life] [added: Life] on [removed: Which] [added: Which] |

| | | | | | | | | | [removed: Cost |] [added: Cost] | | [removed: Amount] | [added: Amount] | | | [removed: Accumulated] | [added: Accumulated] | | | | | | | | [removed: Depreciation] [added: Depreciation] |

| | | | | | | | | | [removed: Capitalized |] [added: Capitalized] | | [removed: Carried] | [added: Carried] | | | [removed: Depreciation] | [added: Depreciation] | | | | | | | | [removed: in Latest] [added: in Latest] |

| | | | | | | [removed: Initial |] [added: Initial] | | [removed: Subsequent] | [added: Subsequent] | | [removed: at Close] | [added: at Close] | | | [removed: at Close] | [added: at Close] | | | | | | | | [removed: Income] [added: Income] |

| | | | | | | [removed: Cost to |] [added: Cost to] | | [removed: to] | [added: to] | | [removed: of Current] | [added: of Current] | | | [removed: of Current] | [added: of Current] | | [removed: Date of] [added: Date of] | | | [removed: Date] [added: Date] | | | [removed: Statement is] [added: Statement is] |

| [removed: Description |] [added: Description] | | [removed: Encumbrances] | [added: Encumbrances] | | [removed: Company] | [added: Company] | | [removed: Acquisition] | [added: Acquisition] | | [removed: Period] | [added: Period] | | | [removed: Period] | [added: Period] | | [removed: Construction] [added: Construction] | | | [removed: Acquired] [added: Acquired] | | | [removed: Computed] [added: Computed] |

| [removed: (in thousands) |] [added: (in thousands)] | | | | | | | | | | | | | | | | | | | | | | | | |

[removed: | | (1) | | No] [added: (1)No] single site exceeds 5% of the aggregate gross amounts at which the assets were carried at the close of the period set forth in the table above. [removed: |]

[removed: | | (2) | | As] [added: (2)As] of December 31, [removed: 2018,] [added: 2019,] certain assets secure debt of [removed: $7.4] [added: $7.8] billion. [removed: |]

[removed: | | (3) | | The] [added: (3)The] Company has omitted this information, as it would be impracticable to compile such information on a site-by-site basis. [removed: |]

[removed: | | (4) | | Does] [added: (4)Does] not include those sites under construction. [removed: |]

| | | | | | | | | | | | | | | | | | [removed: | 2018] [added: 2019] | | | [removed: 2017] [added: 2018] | | | [removed: 2016] [added: 2017] | |

| | | | | | | | | | | | | | | | | | [removed: | (in thousands)] [added: (in thousands)] | | | | | | | |

| Gross amount at beginning | | | | | | | | | | | | | | | | | [removed: |] $ | [removed: 5,340,858] [added: 5,561,005] | | $ | [removed: 5,079,660] [added: 5,340,858] | | $ | [removed: 4,839,874] [added: 5,079,660] |

| Additions during period: | | | | | | | | | | | | | | | | | | | | | | | | | [removed: |]

| Acquisitions (1) | | | | | | | | | | | | | | | | | | [removed: | 131,686] [added: 111,734] | | | [removed: 112,979] [added: 131,686] | | | [removed: 72,456] [added: 112,979] |

| Construction and related costs on new builds | | | | | | | | | | | | | | | | | | [removed: | 54,237] [added: 48,975] | | | [removed: 70,361] [added: 54,237] | | | [removed: 58,143] [added: 70,361] |

| Augmentation and tower upgrades | | | | | | | | | | | | | | | | | | [removed: | 49,201] [added: 63,998] | | | [removed: 43,288] [added: 49,201] | | | [removed: 37,861] [added: 43,288] |

| Land buyouts and other assets | | | | | | | | | | | | | | | | | | [removed: | 37,032] [added: 39,298] | | | [removed: 41,657] [added: 37,032] | | | [removed: 44,574] [added: 41,657] |

| Tower maintenance | | | | | | | | | | | | | | | | | | [removed: | 30,048] [added: 28,960] | | | [removed: 29,391] [added: 30,048] | | | [removed: 28,257] [added: 29,391] |

| Other [removed: (2) |] [added: (1)] | | | | | | | | | | | | | | | | | | [removed: —] [added: (83)] | | | [removed: —] [added: (25)] | | | [removed: 45,829] [added: —] |

| Total additions | | | | | | | | | | | | | | | | | | [removed: | 302,204] [added: 292,965] | | | [removed: 297,676] [added: 302,204] | | | [removed: 287,120] [added: 297,676] |

| Deductions during period: | | | | | | | | | | | | | | | | | | | | | | | | | [removed: |]

| Cost of real estate sold or disposed | | | | | | | | | | | | | | | | | | [removed: | (1,083)] [added: (856)] | | | [removed: (1,027)] [added: (1,083)] | | | [removed: (12,842)] [added: (1,027)] |

| Impairment | | | | | | | | | | | | | | | | | | [removed: | (17,130)] [added: (9,587)] | | | [removed: (34,101)] [added: (17,130)] | | | [removed: (34,492)] [added: (34,101)] |

| Other (2) | | | | | | | | | | | | | | | | | | [removed: | (63,844)] [added: (10,189)] | | | [removed: (1,350)] [added: (63,844)] | | | [removed: —] [added: (1,350)] |