10-K comparison

SBA Communications (SBAC) 10-K risk factor changes: FY2021 vs FY2020

The 2021-12-31 10-K against the 2020-12-31 one, compared heading by heading and sentence by sentence.

Item 1A102 rewritten41 added36 removed325 unchanged

All filing items1,025 rewritten423 added317 removed2,092 unchanged

Read the changesGo to Item 1A

SBA Communications Form 10-K, every itemFY2021, filed 1 March 2022, against FY2020, filed 25 February 2021FY2021 on sec.govFY2020 on sec.govRead this filingJSON

Summary

counted, not written

New Item 1A headings (3)

  1. A slowdown in demand for wireless services could materially and adversely affect our future growth and revenues.
  2. Delays in the roll-out of new spectrum or deployment of new technologies could materially and adversely affect our future growth and revenues.
  3. If our wireless service provider customers are unable to access sufficient capital to invest in their infrastructure or spectrum, it could reduce our ability to meet our growth expectations.

Removed Item 1A headings (1)

  1. Delays in the roll-out of new spectrum, due to a slowdown in demand for wireless services, the inability or unwillingness of wireless service providers to invest in their infrastructure or delays in the availability of new spectrum could materially and adversely affect our future growth and revenues.
Reworded Item 1A headings (1)
  1. The [removed: recent] [added: ongoing] COVID-19 pandemic has significantly impacted worldwide economic conditions and could have a material adverse effect on our business operations, results of operations, cash flows and financial condition.

A heading is new when no FY2020 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.

Sentences by item

22 items, with every count and a link to each item that changed

Underlined words on a shaded ground are new in FY2021; struck-through words were in FY2020. Sentences that are wholly new or wholly gone are labelled rather than marked.

Item 1A. RISK FACTORS

102 rewritten, 41 added, 36 removed, 325 unchanged

Rewritten

Significant consolidation among our wireless service provider customers [removed: have resulted] [added: has resulted,] and [removed: are] [added: is] expected to continue to [removed: result] [added: result,] in our customers failing to renew existing leases for tower space as a result of overlapping coverage or reducing future capital expenditures in the aggregate because their existing networks and expansion plans may overlap or be very similar.

Rewritten

[added: Historically,] T-Mobile, [removed: Sprint,] AT&T, and Verizon have grown through acquisitions of other wireless service providers.

Rewritten

As a result, the combined companies have rationalized duplicative parts of their networks, [removed: and, in the case of Sprint, the Nextel iDEN network was] [added: or networks have been] discontinued.

Rewritten

During [added: 2020,] the [removed: second half] [added: consolidation] of [removed: 2020] [added: T-Mobile and Sprint was completed, and] we began to experience non-renewal [added: (“churn”)] of certain leases as a result of [removed: the T-Mobile/Sprint merger and we expect to continue to experience churn arising from] this [removed: merger in the upcoming years.][added: merger.]

Rewritten

For example, in January 2019, Claro acquired Telefonica’s assets in [removed: Guatemala and] [added: Guatemala;] in July [removed: 2020] [added: 2020,] Liberty Latin [removed: American] [added: America] acquired Telefonica’s assets in Costa [removed: Rica,] [added: Rica; and in September 2021, Cable & Wireless announced its plan to acquire Claro’s assets in Panama;] three markets in which we own and operate towers.

Rewritten

Furthermore, Telefonica has announced [removed: its intent to sell] [added: it may reduce] its operations in its [removed: other] Latin American markets, other than Brazil.

Rewritten

In Brazil, as a result of Oi S.A.’s [added: (“Oi”)] recent restructuring, the Court has approved the sale of all of Oi’s wireless tower assets to the three other telecommunications providers in [removed: Brazil,] [added: Brazil:] Telefonica, Claro, and TIM.

Rewritten

As of December 31, [removed: 2020,] [added: 2021,] our leases with Oi have an average remaining current term of approximately [removed: 13.4] [added: 12.4] years.

Rewritten

We derive revenue through numerous site leasing [removed: contracts] and site development contracts.

Rewritten

In the United States and [removed: Canada,] [added: our international markets,] each site leasing contract relates to the lease of space at an individual tower and is generally for an initial term of five years to [removed: 10] [added: 15] years with multiple renewal periods at the option of the tenant.

Rewritten

The [added: site]

Rewritten

[added: The] sale [removed: is subject to] [added: received] regulatory and anti-trust [removed: authorizations] [added: authorizations,] and [removed: the designation] [added: we have received a preliminary listing] of which assets will be assigned to [removed: which carrier has not yet been publicized.][added: each]

Rewritten

| Percentage of Total Revenues | | | | [removed: 2020] [added: 2021] | | [removed: 2019] [added: 2020] | | [removed: 2018] [added: 2019] |

Rewritten

| T-Mobile (1) | | | | [removed: 34.5%] [added: 36.2%] | | [removed: 35.1%] [added: 34.5%] | | [removed: 34.3%] [added: 35.1%] |

Rewritten

| AT&T Wireless | | | | [removed: 24.1%] [added: 22.2%] | | [removed: 23.8%] [added: 24.1%] | | [removed: 24.0%] [added: 23.8%] |

Rewritten

| Verizon Wireless | | | | [removed: 14.1%] [added: 14.7%] | | [removed: 14.0%] [added: 14.1%] | | [removed: 14.7%] [added: 14.0%] |

Rewritten

[removed: (1)Prior year amounts] [added: (1)Amounts] have been adjusted to reflect the merger of T-Mobile and [removed: Sprint.][added: Sprint on April 1, 2020.]

Rewritten

We also have [removed: client] [added: customer] concentrations with respect to revenues in each of our financial reporting segments:

Rewritten

| Percentage of Domestic Site Leasing Revenue | | | | [removed: 2020] [added: 2021] | | [removed: 2019] [added: 2020] | | [removed: 2018] [added: 2019] |

Rewritten

| T-Mobile (1) | | | | [removed: 40.5%] [added: 40.2%] | | [removed: 40.6%] [added: 40.5%] | | [removed: 39.9%] [added: 40.6%] |

Rewritten

| AT&T Wireless | | | | [removed: 32.2%] [added: 30.5%] | | [removed: 32.1%] [added: 32.2%] | | [removed: 31.9%] [added: 32.1%] |

Rewritten

| Verizon Wireless | | | | [removed: 18.5%] [added: 19.8%] | | [removed: 18.6%] [added: 18.5%] | | [removed: 19.0%] [added: 18.6%] |

Rewritten

| Percentage of International Site Leasing Revenue | | | | [removed: 2020] [added: 2021] | | [removed: 2019] [added: 2020] | | [removed: 2018] [added: 2019] |

Rewritten

| Oi S.A. | | | | [removed: 28.7%] [added: 28.3%] | | [removed: 31.3%] [added: 28.7%] | | [removed: 35.5%] [added: 31.3%] |

Rewritten

| Telefonica | | | | [removed: 18.1%] [added: 16.3%] | | [removed: 26.9%] [added: 18.1%] | | [removed: 26.7%] [added: 26.9%] |

Rewritten

| Claro | | | | [removed: 14.5%] [added: 13.7%] | | [removed: 11.6%] [added: 14.5%] | | [removed: 11.4%] [added: 11.6%] |

Rewritten

| Percentage of Site Development Revenue | | | | [removed: 2020] [added: 2021] | | [removed: 2019] [added: 2020] | | [removed: 2018] [added: 2019] |

Rewritten

| T-Mobile (1) | | | | [removed: 66.8%] [added: 78.2%] | | [removed: 67.5%] [added: 66.8%] | | [removed: 63.5%] [added: 67.5%] |

Rewritten

The following table sets forth our total principal amount of debt and shareholders’ deficit as of December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

Rewritten

| Total principal amount of indebtedness | | | | | $ | [removed: 11,180,000] [added: 12,396,000] | | $ | [removed: 10,414,000] [added: 11,180,000] |

Rewritten

| Shareholders' deficit | | | | | $ | [removed: (4,824,382)] [added: (5,283,404)] | | $ | [removed: (3,667,007)] [added: (4,824,382)] |

Rewritten

Pursuant to the terms of our Credit Agreement, the interest rate that we pay on indebtedness incurred under the Revolving Credit Facility [removed: or] [added: and the] Term Loans varies based on a fixed margin over either a base rate or a Eurodollar rate which references the LIBOR rate.

Rewritten

As of December 31, [removed: 2020,] [added: 2021,] this indebtedness represented approximately $2.7 billion, or [removed: 24.3%] [added: 21.5%] of our total indebtedness.

Rewritten

[removed: If LIBOR ceases to exist, the method and rate used to calculate our] [added: Any new] interest [removed: rates and/or payments on our variable] rate [removed: 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 [removed: than] [added: 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.

Rewritten

Although we have used interest rate swaps to mitigate [removed: this] [added: our interest rate] risk from time to time, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk.

Rewritten

As of December 31, [removed: 2020,] [added: 2021,] we had interest rate swaps on a portion of our 2018 Term Loan that fixed $1.95 billion in notional value for approximately 4.25 years receiving interest at one-month LIBOR plus 175 basis points and paying a fixed rate of 1.874%.

Rewritten

These reforms will cause [removed: LIBOR to cease to exist and will cause] the establishment of an alternative reference rate(s).

Rewritten

The U.S. Federal [removed: Reserve, in conjunction with the Alternative Reference Rates Committee,] [added: Reserve of New York’s ARRC working group] is proposing to replace U.S. dollar LIBOR with [removed: a newly created index] [added: Secured Overnight Financing Rate (SOFR),] which is calculated based on repurchase agreements [removed: backed] [added: with the Federal Reserve which are fully secured] by [added: U.S.] treasury securities.

Rewritten

[removed: These] [added: This] alternative [removed: rates,] [added: rate,] if adopted, would be used to calculate our interest rates and/or [added: payments on our variable rate indebtedness under our Credit Agreement, which matures beyond 2021.]

Rewritten

[removed: Any new reference] [added: Consequently, post termination of LIBOR, our variable] rate [added: indebtedness] may [removed: result in] [added: be at] interest rates [removed: and/or payments] that are higher [removed: than, lower] than [removed: or that do not otherwise correlate over time with] the interest rates [removed: and/or payments] that would have been applicable to our obligations if LIBOR was available in its current form.

New in FY2021

We currently expect that this churn will represent an aggregate of between $140.0 million and $190.0 million of cash site leasing revenue over the next six years.

New in FY2021

The aggregate churn estimate includes both overlapping and adjacent Sprint leases.

New in FY2021

We do not expect the annual churn to be uniform over this period as the timing of the churn will depend on termination rights as well as the needs of the carrier.

New in FY2021

carrier.

New in FY2021

Approximately 1,568 of our 7,525 tower leases that we had with Oi as of December 31, 2021 overlap with leases from the other three telecommunications providers and therefore may be subject to non-renewal upon expiration of the leases.

New in FY2021

While the U.S. wireless service provider market has recently reduced to three nationwide wireless service providers, AT&T, T-Mobile and Verizon, we and most of the industry anticipate that the number of nationwide wireless service providers will increase to four again once DISH successfully builds out its nationwide network.

New in FY2021

If DISH is unable to successfully build-out its wireless network or is unable to successfully compete for customers once its network is built out, then our dependence on the three U.S. wireless service providers for our financial and operational growth will be exacerbated.

New in FY2021

(1)Amounts have been adjusted to reflect the merger of T-Mobile and Sprint on April 1, 2020.

New in FY2021

| | | | | | 2021 | | | 2020 | |

New in FY2021

Due to inflationary pressures on the U.S. economy, it appears likely that interest rates will increase during 2022 and may continue to increase, which may decrease our net income.

New in FY2021

In addition, the increasing interest rates may result in higher interest expense on our current fixed rate indebtedness upon a refinancing.

New in FY2021

LIBOR has been the subject of recent proposals for reform.

New in FY2021

The IBA ceased the publication of USD LIBOR for the 1 week and 2 month tenors on December 31, 2021 and intends to cease all other tenors on June 30, 2023.

New in FY2021

At the current time, it is uncertain which of the various alternative reference rates will attain industry-wide market acceptance as a replacement for LIBOR.

New in FY2021

Our interest rate expense may materially increase as a result of the transition from LIBOR to an alternative reference rate.

New in FY2021

While we have amended our Revolving Credit Facility to provide mechanics relating to a transition away from LIBOR as a benchmark interest rate and the replacement of LIBOR by an alternative benchmark rate, it is unclear the extent to which the alternative benchmark rates will be as predictable as LIBOR or if such rates will be more expensive or more volatile than LIBOR.

New in FY2021

Unfortunately, there are various SOFR rates and none have gained widespread industry acceptance.

New in FY2021

Moreover, if an entirely different interest rate is utilized for our Credit Agreement than the fallback rate on the interest rate swap, we may need to unwind our swap agreement and enter into a new swap agreement which would result in us incurring breakage costs on our existing swap agreement which we would need to pay to the swap agreement provider and those costs may be significant.

New in FY2021

However, if this temporary relief should end while our swap agreement and Credit Agreement were still outstanding, it may have an adverse impact on our income statement.

New in FY2021

- our ability to provide power to our sites in those international markets that do not have an available electric grid at our tower sites.

New in FY2021

As of December 31, 2021, approximately 20% of our tenant leases in our international markets include fixed escalators.

New in FY2021

the remeasurement of intercompany loans due to changes in foreign exchange rates.

New in FY2021

A slowdown in demand for wireless services could materially and adversely affect our future growth and revenues.

New in FY2021

Our ability to grow is dependent on the ability and willingness of our wireless service provider customers to invest in the roll-out of new spectrum or new technologies.

New in FY2021

Much of the future capital investment by domestic wireless service providers is expected to result from the roll-out of 5G.

New in FY2021

However, the roll-out of prior spectrum, including 3G and 4G was often delayed and the roll-out of this spectrum may encounter similar interruptions.

New in FY2021

For example, in January 2022, several major U.S. wireless carriers had to temporarily delay deployment of new wireless facilities that were meant to facilitate the evolution of their wireless networks to 5G technology in response to concerns of the aviation industry that those 5G facilities could interfere with equipment used for aviation and could impede aviation safety.

New in FY2021

Although the FCC, FAA, the wireless telecommunications industry and the aviation industry are working on solutions to alleviate those concerns, the timing for resolution is unclear, and such uncertainty could further impact the amount of and timing for network investment by our customers.

New in FY2021

If our wireless service provider customers are unable to access sufficient capital to invest in their infrastructure or spectrum, it could reduce our ability to meet our growth expectations.

New in FY2021

For example, DISH Wireless has stated that it expects capital expenditures for its 5G network deployment to total approximately $10.0 billion.

New in FY2021

material adverse effect.

New in FY2021

As part of new acquisitions of tower assets in natural disaster-prone areas, we may assess asset exposure to physical risks and inspect assets for signs of climate-related damage to help us understand the degree of exposure to tornadoes, fires, hurricanes, floods, and earthquakes the site may face over the longer term.

New in FY2021

However, our environmental due diligence may not uncover all natural disaster-related risks to tower assets that we acquire and our mitigation measures may not be successful, which could require us to incur significant expenditures and may have an adverse effect on our operations or financial condition.

New in FY2021

personnel, our inability to retain or timely find suitable replacements for key employees and management needed to operate the acquired business, and exposure to unanticipated liabilities.

New in FY2021

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.

New in FY2021

If our tax benefits, including from our use of NOLs or other tax

New in FY2021

Despite recent progress in the administration of vaccines, the continued COVID-19 pandemic and recent variants, including Delta and Omicron, and the related responsive containment and mitigation measures that have been put in place across the world, such as the imposition of travel restrictions, quarantines, adoption of remote working, and impact on business and government services, could adversely impact our business and operations and those of our customers.

New in FY2021

the availability and cost of skilled employees and contractors;

New in FY2021

the ability of our customers to procure telecommunications equipment through their supply chains;

New in FY2021

Inflationary pressures, whether caused by the COVID-19 pandemic or otherwise, may further exacerbate these risks.

Dropped from FY2020

During 2020, the consolidation of T-Mobile and Sprint was completed, reducing the number of national wireless service providers in the U.S. to three.

Dropped from FY2020

For the year ended December 31, 2020, leases with T-Mobile and Sprint, as they existed prior to the merger, represented approximately 17.6% and 14.7% of our total site leasing revenue, respectively.

Dropped from FY2020

The revenue generated from legacy Sprint leases where both legacy T-Mobile and legacy Sprint overlap on sites where both companies leased space represented 5.9% of our total site leasing revenue for the year ended December 31, 2020, excluding, and incremental to, the impact from previously disclosed expected consolidation churn from T-Mobile’s MetroPCS and Sprint’s Clearwire networks.

Dropped from FY2020

In addition, these overlapping sites have an average remaining current term of approximately 3.7 years and 5.0 years with Sprint and T-Mobile, respectively, as they existed pre-merger.

Dropped from FY2020

The sale is subject to regulatory and anti-trust authorizations and the designation of which assets will be assigned to which carrier has not yet been publicized; however, we expect that a portion of our 7,492 tower leases that we had with Oi as of December 31, 2020 will be subject to overlap and may be subject to non-renewal upon expiration of the leases.

Dropped from FY2020

Tenant leases in South Africa and our Central and South American markets typically have an initial term of 10 years with multiple renewal periods.

Dropped from FY2020

For example, in January 2018, Oi, S.A. (“Oi”), our largest customer in Brazil, emerged from bankruptcy with a reorganization plan and is expected to resolve all of its pre-petition obligations by 2022.

Dropped from FY2020

During 2020, as part of its recent restructuring, the Court has approved the sale of all of Oi’s wireless tower assets to the three other telecommunications providers in Brazil, Telefonica, Claro, and TIM.

Dropped from FY2020

| | | | | | 2020 | | | 2019 | |

Dropped from FY2020

Fluctuations in market interest rates or changes in central bank monetary policy may increase interest expense relating to our floating rate indebtedness, which we expect to incur pursuant to our Revolving Credit Facility and Term Loan, and may make it difficult to refinance our existing indebtedness at a commercially reasonable rate or at all.

Dropped from FY2020

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.

Dropped from FY2020

An increase in market interest rates would increase our interest expense arising on our existing and future floating rate indebtedness or upon refinancing of our fixed rate debt.

Dropped from FY2020

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 June of 2023.

Dropped from FY2020

This may cause LIBOR to disappear entirely or perform differently than in the past.

Dropped from FY2020

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.

Dropped from FY2020

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

Dropped from FY2020

LIBOR has been the subject of recent proposals for reform, and, in July 2017, the U.K. Financial Conduct Authority announced its desire to phase out the use of LIBOR by the end of 2021.

Dropped from FY2020

These reforms may cause LIBOR to perform differently than it has in the past, and LIBOR may ultimately cease to exist after June 2023.

Dropped from FY2020

payments on our variable rate indebtedness under our Credit Agreement, which matures beyond 2021.

Dropped from FY2020

For example, in 2020, we passed on more U.S. acquisitions than we did in 2019 due to asset quality, price, or lease terms.

Dropped from FY2020

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

Dropped from FY2020

For example, we have a subsidiary in Argentina through which we operate our site leasing business.

Dropped from FY2020

The Argentinean economy was deemed to be “highly inflationary” from a U.S. GAAP perspective as of the second quarter of 2018 and remains highly inflationary as of December 31, 2020.

Dropped from FY2020

As a result, we remeasured the financial statements for those operations to the U.S. dollar as of July 1, 2018.

Dropped from FY2020

Although this change did not have a material impact on our financial statements as our assets in and revenue from Argentina were each less than 1% of consolidated assets and revenue, respectively, as of December 31, 2020, going forward, fluctuations in the Argentinean Peso to U.S. dollar exchange rate could negatively impact our financial results.

Dropped from FY2020

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

Dropped from FY2020

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.

Dropped from FY2020

equipment could reduce demand for our wireless infrastructure.

Dropped from FY2020

towers.

Dropped from FY2020

Jeffrey A.

Dropped from FY2020

In December 2019, a novel strain of coronavirus, COVID-19, was identified in China.

Dropped from FY2020

This virus continues to spread globally and in March 2020, the World Health Organization declared COVID-19 a pandemic.

Dropped from FY2020

In December 2020, the first COVID-19 vaccine was released to the U.S. public for distribution.

Dropped from FY2020

Public and private sector responsive measures, such as the imposition of travel restrictions, quarantines, adoption of remote working, and suspension of non-essential business and government services, could impact our operations.

Dropped from FY2020

If we continue our international expansion, we

Dropped from FY2020

as a REIT has been made).

An excerpt. Shown here: 40 of 102 rewritten, 40 of 41 added and all 36 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2021 filing and the FY2020 filing.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

181 rewritten, 122 added, 98 removed, 293 unchanged

Rewritten

We are a leading independent owner and operator of wireless communications infrastructure, including tower structures, [removed: rooftops] [added: rooftops,] and other structures that support antennas used for wireless communications, which we collectively refer to as “towers” or “sites.” Our principal operations are in the United States and its territories.

Rewritten

In addition, we own and operate towers in South America, Central America, Canada, [removed: and] South [removed: Africa.][added: Africa, the Philippines and, effective January 4, 2022, Tanzania.]

Rewritten

Our primary business line is our site leasing business, which contributed [removed: 98.4%] [added: 97.4%] of our total segment operating profit for the year ended December 31, [removed: 2020.][added: 2021.]

Rewritten

As of December 31, [removed: 2020,] [added: 2021,] we owned [removed: 32,923] [added: 34,177] 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.

Rewritten

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts in the United States, South America, Central America, Canada, [removed: and] South [removed: Africa.][added: Africa, the Philippines and, effective January 4, 2022, Tanzania.]

Rewritten

As of December 31, [removed: 2020, (1)] [added: 2021,] no U.S. state or territory accounted for more than 10% of our total tower portfolio by tower count, and [removed: (2)] no U.S. state or territory accounted for more than 10% of our total revenues for the year ended December 31, [removed: 2020.][added: 2021.]

Rewritten

In addition, as of December 31, [removed: 2020,] [added: 2021,] approximately 30% of our total towers are located in Brazil and [removed: less than 4% of our total towers are located in any of our] [added: no] other international markets (each country is considered a [removed: market).][added: market) represented more than 4% of our total towers.]

Rewritten

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

Rewritten

In the United States and [removed: Canada,] our [added: international markets, our] tenant leases are generally for an initial term of five years to [removed: 10] [added: 15] years with multiple renewal periods at the option of the tenant.

Rewritten

[removed: These] [added: In Canada and in our Central American markets,] tenant leases typically contain specific rent escalators, which average 3-4% per year, including the renewal option periods.

Rewritten

[removed: Tenant leases in South Africa and] [added: In] our [removed: Central and] South American [removed: markets] [added: markets, South Africa, and the Philippines, tenant leases] typically [removed: have an initial term of 10 years] [added: escalate annually in accordance] with [removed: multiple renewal periods.][added: an inflationary index.]

Rewritten

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

Rewritten

- Property insurance; [removed: and]

Rewritten

In the United States and our international markets, ground leases and other property interests are generally for an initial term of five years [removed: to 10 years] [added: or more] with multiple renewal periods, [removed: at our option, and provide for rent escalators] which [removed: typically average 2-3% annually, or in] [added: are at] our [removed: South American markets and South Africa, adjust in accordance with a standard cost of living index.][added: option.]

Rewritten

As of December 31, [removed: 2020,] [added: 2021,] approximately [removed: 71%] [added: 72%] of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a leasehold interest that extends beyond 20 years.

Rewritten

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

Rewritten

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

Rewritten

| [removed: Segment] [added: total] operating [removed: profit as a percentage of total] [added: profit] | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | |

Rewritten

| Domestic site leasing | | | [removed: 81.0%] [added: 80.7%] | | | [removed: 80.7%] [added: 81.0%] | | | [removed: 81.2%] [added: 80.7%] |

Rewritten

| International site leasing | | | [removed: 17.4%] [added: 16.7%] | | | [removed: 17.0%] [added: 17.4%] | | | [removed: 16.8%] [added: 17.0%] |

Rewritten

| Total site leasing | | | [removed: 98.4%] [added: 97.4%] | | | [removed: 97.7%] [added: 98.4%] | | | [removed: 98.0%] [added: 97.7%] |

Rewritten

During [removed: 2021,] [added: 2022,] we expect organic site leasing revenue in both our domestic and international segments to increase over [removed: 2020] [added: 2021] levels due in part to wireless carriers deploying unused spectrum.

Rewritten

While the addition of a cash dividend to our capital allocation strategy in 2019 has provided us with a new tool to return value to our shareholders, we will also continue to make investments focused on increasing Adjusted [removed: Funds From Operations per share.]

Rewritten

*Dividend.* [removed: In 2019, we added] [added: Cash] dividends [removed: as] [added: are] an additional component of our strategy of returning value to shareholders.

Rewritten

We do not expect our dividend to require any changes in our leverage [removed: and, we believe, it will allow us] [added: and believe that, due] to [added: our low dividend payout ratio, we can] continue to focus on building and buying quality assets and opportunistically buying back our stock.

Rewritten

[removed: During the year ended December 31, 2020, we] [added: We have] experienced minimal impact to our business or results of operations from the coronavirus (COVID-19) pandemic.

Rewritten

The extent to which COVID-19 could adversely affect our future business operations will depend on future developments such as the duration of the outbreak, new information on the severity of [removed: COVID-19,] [added: COVID-19 or its variants,] and methods taken to contain or treat the outbreak of [removed: COVID-19.][added: COVID-19 including a vaccine distribution program.]

Rewritten

While the full impact of COVID-19 is not yet known, we will continue to monitor [removed: this recent outbreak] [added: these developments] and the potential effects on our business.

Rewritten

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: 2020,] [added: 2021,] included herein.

Rewritten

Revenue from site leasing represents [removed: 94%] [added: 91%] of our total revenue for the year ended [removed: 2020.][added: December 31, 2021.]

Rewritten

This method is used because management considers total cost to be the best [removed: available measure of progress on the contracts.]

Rewritten

The site development segment represents approximately [removed: 6%] [added: 9%] of our total [removed: revenues.][added: revenues for the year ended December 31, 2021.]

Rewritten

We account for site development revenue in accordance with ASC 606, Revenue from Contracts with [removed: Customers, which was adopted on January 1, 2018 by applying the modified retrospective transition method.][added: Customers.]

Rewritten

The accounts receivable balance for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] was [removed: $74.1] [added: $102.0] million and [removed: $132.1] [added: $74.1] million, respectively, of which [removed: $14.3] [added: $24.6] and [removed: $40.7] [added: $14.3] million related to the site development segment, respectively.

Rewritten

In addition, we monitor collections and payments from our customers and maintain a provision for estimated credit losses based upon historical experience, specific customer collection issues identified, and past due balances as [added: determined based on contractual terms.]

Rewritten

| | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | | Currency Impact | | | Currency Change | | | % Change | |

Rewritten

| Domestic site leasing | | $ | [removed: 256,673] [added: 258,612] | | $ | [removed: 258,413] [added: 256,673] | | $ | — | | $ | [removed: (1,740)] [added: 1,939] | | | [removed: (0.7%)] [added: 0.8%] |

Rewritten

Domestic site leasing revenues increased [removed: $71.2] [added: $123.1] million for the year ended December 31, [removed: 2020,] [added: 2021,] as compared to the prior year, primarily due to (1) revenues from [removed: 283] [added: 961] towers acquired [added: (including wireless tenant licenses on 713 utility transmission structures from the PG&E transaction)] and [removed: 38] [added: 21] towers built since January 1, [removed: 2019] [added: 2020] and (2) organic site leasing growth, primarily from monetary lease amendments for additional equipment added to our towers as well as new leases and contractual rent escalators, partially offset by lease non-renewals.

Rewritten

International site leasing revenues increased [removed: $22.4] [added: $26.6] million for the year ended December 31, [removed: 2020,] [added: 2021,] as compared to the prior year.

Rewritten

On a constant currency basis, international site leasing revenues increased [removed: $93.7] [added: $34.6] million.

New in FY2021

In addition, on January 4, 2022, we closed on 1,445 towers under our previously announced deal in Tanzania.

New in FY2021

In Tanzania, tenant leases typically escalate using a combination of fixed and inflation adjusted escalators.

New in FY2021

In South Africa, our site leases contain pass through charges related to utilities and, in Tanzania, our site leases include components related to utilities and fuel.

New in FY2021

The utility and fuel portion of our Tanzanian site leases adjust periodically in accordance with changes in diesel fuel and electricity prices.

New in FY2021

In certain markets such as Brazil, tenant leases are typically governed by master lease agreements, which provide for the material terms and conditions that will govern the terms of the use of the site.

New in FY2021

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

New in FY2021

In our Central American markets, Canada, and the Philippines, ground leases and other property interests provide for fixed rent escalators which typically average 2-3% annually, and in our South American markets and South Africa, ground leases adjust in accordance with an inflationary index.

New in FY2021

In Brazil, Canada, Chile, South Africa, and the

New in FY2021

| Segment operating profit as a percentage of | | December 31, | | | | | | | |

New in FY2021

During 2020, the consolidation of T-Mobile and Sprint was completed, and we began to experience non-renewal of certain leases as a result of this merger.

New in FY2021

We currently expect that this churn will represent an aggregate of between $140.0 million and $190.0 million of cash site leasing revenue over the next six years.

New in FY2021

The aggregate churn estimate includes both overlapping and adjacent Sprint leases.

New in FY2021

Funds From Operations per share.

New in FY2021

*Site leasing revenues*

New in FY2021

available measure of progress on the contracts.

New in FY2021

*Accounts receivable*

New in FY2021

Reference Rate Reform

New in FY2021

ASU 2020-04 and ASU 2021-01, Reference Rate Reform, provide optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

New in FY2021

The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.

New in FY2021

The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship.

New in FY2021

An entity may elect to apply the amendments prospectively through December 31, 2022.

New in FY2021

The ICE Benchmark Administration Limited (“IBA”) ceased the publication of USD LIBOR for the 1 week and 2 month tenors on December 31, 2021 and will cease all other tenors on June 30, 2023.

New in FY2021

On July 7, 2021, we amended our Credit Facility to provide mechanics relating to a transition away from LIBOR as a benchmark interest rate and the replacement of LIBOR by an alternative benchmark rate.

New in FY2021

Refer to “Debt Instruments and Debt Service Requirements” below for further discussion of the Credit Facility.

New in FY2021

As of December 31, 2021, we have not modified any other contracts as a result of reference rate reform and are evaluating the impact this standard may have on our consolidated financial statements.

New in FY2021

| Domestic site leasing | | $ | 1,681,372 | | $ | 1,558,311 | | $ | — | | $ | 123,061 | | | 7.9% |

New in FY2021

| International site leasing | | | 422,715 | | | 396,161 | | | (8,016) | | | 34,570 | | | 8.7% |

New in FY2021

| Site development | | | 204,747 | | | 128,666 | | | — | | | 76,081 | | | 59.1% |

New in FY2021

| Total | | $ | 2,308,834 | | $ | 2,083,138 | | $ | (8,016) | | $ | 233,712 | | | 11.2% |

New in FY2021

| International site leasing | | | 127,779 | | | 117,105 | | | (2,766) | | | 13,440 | | | 11.5% |

New in FY2021

| Site development | | | 159,093 | | | 102,750 | | | — | | | 56,343 | | | 54.8% |

New in FY2021

| Total | | $ | 545,484 | | $ | 476,528 | | $ | (2,766) | | $ | 71,722 | | | 15.1% |

New in FY2021

| Domestic site leasing | | $ | 1,422,760 | | $ | 1,301,638 | | $ | — | | $ | 121,122 | | | 9.3% |

New in FY2021

| International site leasing | | | 294,936 | | | 279,056 | | | (5,250) | | | 21,130 | | | 7.6% |

New in FY2021

| Site development | | | 45,654 | | | 25,916 | | | — | | | 19,738 | | | 76.2% |

New in FY2021

| | | 2021 | | | 2020 | | | Currency Impact | | | Currency Change | | | % Change | |

New in FY2021

| International site leasing | | | 37,768 | | | 34,905 | | | (271) | | | 3,134 | | | 9.0% |

New in FY2021

| Total site leasing | | $ | 153,226 | | $ | 137,794 | | $ | (271) | | $ | 15,703 | | | 11.4% |

New in FY2021

| Site development | | | 20,636 | | | 17,663 | | | — | | | 2,973 | | | 16.8% |

New in FY2021

| Other | | | 46,167 | | | 38,810 | | | — | | | 7,357 | | | 19.0% |

Dropped from FY2020

Risk Factors.

Dropped from FY2020

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

Dropped from FY2020

| | | | | | | | | | |

Dropped from FY2020

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

Dropped from FY2020

| | | December 31, | | | | | | | |

Dropped from FY2020

For more information regarding COVID-19, refer to Item 1A.

Dropped from FY2020

The cumulative effect of initially applying the new revenue standard had no impact on our financial results.

Dropped from FY2020

The adoption of the new standard had no impact to net income on an ongoing basis.

Dropped from FY2020

determined based on contractual terms.

Dropped from FY2020

| Domestic site leasing | | $ | 1,558,311 | | $ | 1,487,108 | | $ | — | | $ | 71,203 | | | 4.8% |

Dropped from FY2020

| International site leasing | | | 396,161 | | | 373,750 | | | (71,307) | | | 93,718 | | | 25.1% |

Dropped from FY2020

| Site development | | | 128,666 | | | 153,787 | | | — | | | (25,121) | | | (16.3%) |

Dropped from FY2020

| Total | | $ | 2,083,138 | | $ | 2,014,645 | | $ | (71,307) | | $ | 139,800 | | | 6.9% |

Dropped from FY2020

| International site leasing | | | 117,105 | | | 115,538 | | | (23,306) | | | 24,873 | | | 21.5% |

Dropped from FY2020

| Site development | | | 102,750 | | | 119,080 | | | — | | | (16,330) | | | (13.7%) |

Dropped from FY2020

| Total | | $ | 476,528 | | $ | 493,031 | | $ | (23,306) | | $ | 6,803 | | | 1.4% |

Dropped from FY2020

| Domestic site leasing | | $ | 1,301,638 | | $ | 1,228,695 | | $ | — | | $ | 72,943 | | | 5.9% |

Dropped from FY2020

| International site leasing | | | 279,056 | | | 258,212 | | | (48,001) | | | 68,845 | | | 26.7% |

Dropped from FY2020

| Site development | | | 25,916 | | | 34,707 | | | — | | | (8,791) | | | (25.3%) |

Dropped from FY2020

| International site leasing | | | 34,905 | | | 32,411 | | | (4,058) | | | 6,552 | | | 20.2% |

Dropped from FY2020

| Total site leasing | | $ | 137,794 | | $ | 132,118 | | $ | (4,058) | | $ | 9,734 | | | 7.4% |

Dropped from FY2020

| Site development | | | 17,663 | | | 21,525 | | | — | | | (3,862) | | | (17.9%) |

Dropped from FY2020

| Other | | | 38,810 | | | 39,074 | | | — | | | (264) | | | (0.7%) |

Dropped from FY2020

| Total | | $ | 194,267 | | $ | 192,717 | | $ | (4,058) | | $ | 5,608 | | | 2.9% |

Dropped from FY2020

On a constant currency basis, selling, general, and administrative expenses increased $5.6 million.

Dropped from FY2020

These changes were primarily as a result of increases in personnel and other support related costs due in part to our continued international expansion and new business initiatives, as well as charitable contributions related to COVID-19 relief, partially offset by decreases in noncash compensation due to the acceleration of unrecognized stock compensation expense in the prior year related to the adoption of the retirement plan and travel related expenses.

Dropped from FY2020

| International site leasing | | | 6,251 | | | 7,295 | | | (960) | | | (84) | | | (1.2%) |

Dropped from FY2020

| Total | | $ | 16,582 | | $ | 15,228 | | $ | (960) | | $ | 2,314 | | | 15.2% |

Dropped from FY2020

| International site leasing | | | 11,210 | | | 8,899 | | | (1,139) | | | 3,450 | | | 38.8% |

Dropped from FY2020

| Total site leasing | | $ | 40,097 | | $ | 33,101 | | $ | (1,139) | | $ | 8,135 | | | 24.6% |

Dropped from FY2020

| Total | | $ | 40,097 | | $ | 33,103 | | $ | (1,139) | | $ | 8,133 | | | 24.6% |

Dropped from FY2020

On a constant currency basis, asset impairment and decommission costs increased $8.1 million.

Dropped from FY2020

| Domestic site leasing | | $ | 539,399 | | $ | 527,718 | | $ | — | | $ | 11,681 | | | 2.2% |

Dropped from FY2020

| International site leasing | | | 174,073 | | | 161,183 | | | (31,393) | | | 44,283 | | | 27.5% |

Dropped from FY2020

| Total site leasing | | $ | 713,472 | | $ | 688,901 | | $ | (31,393) | | $ | 55,964 | | | 8.1% |

Dropped from FY2020

| Other | | | 6,142 | | | 5,836 | | | — | | | 306 | | | 5.2% |

Dropped from FY2020

| Total | | $ | 721,970 | | $ | 697,078 | | $ | (31,393) | | $ | 56,285 | | | 8.1% |

Dropped from FY2020

| Domestic site leasing | | $ | 620,132 | | $ | 569,135 | | $ | — | | $ | 50,997 | | | 9.0% |

Dropped from FY2020

| International site leasing | | | 52,617 | | | 48,424 | | | (10,451) | | | 14,644 | | | 30.2% |

Dropped from FY2020

| Total site leasing | | $ | 672,749 | | $ | 617,559 | | $ | (10,451) | | $ | 65,641 | | | 10.6% |

An excerpt. Shown here: 40 of 181 rewritten, 40 of 122 added and 40 of 98 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2021 filing and the FY2020 filing.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

27 rewritten, 11 added, 9 removed, 64 unchanged

Rewritten

The following table presents the future principal payment obligations, fair values, and interest payments associated with our long-term debt instruments assuming our actual level of long-term indebtedness as of December 31, [removed: 2020:][added: 2021:]

Rewritten

| | | [removed: 2021 | | |] 2022 | | | 2023 | | | 2024 | | | 2025 | | | [added: 2026 | | |] Thereafter | | | Total | | | Fair Value | |

Rewritten

| Revolving Credit Facility | | $ | — | | $ | — | | $ | [removed: 380,000] [added: —] | | $ | — | | $ | [removed: —] [added: 350,000] | | $ | — | | $ | [removed: 380,000] [added: 350,000] | | $ | [removed: 380,000] [added: 350,000] |

Rewritten

| 2018 Term Loan | | | 24,000 | | | 24,000 | | | 24,000 | | | [removed: 24,000] [added: 2,244,000] | | | [removed: 2,244,000] [added: —] | | | — | | | [removed: 2,340,000] [added: 2,316,000] | | | [removed: 2,310,750] [added: 2,289,945] |

Rewritten

| 2014-2C Tower Securities (1) | | | — | | | — | | | [removed: —] [added: 620,000] | | | [removed: 620,000] [added: —] | | | — | | | — | | | 620,000 | | | [removed: 670,003] [added: 641,793] |

Rewritten

| 2018-1C Tower Securities (1) | | | — | | | [removed: —] [added: 640,000] | | | [removed: 640,000] [added: —] | | | — | | | — | | | — | | | 640,000 | | | [removed: 671,341] [added: 650,163] |

Rewritten

| 2019-1C Tower Securities (1) | | | — | | | — | | | — | | | [removed: —] [added: 1,165,000] | | | [removed: 1,165,000] [added: —] | | | — | | | 1,165,000 | | | [removed: 1,218,613] [added: 1,174,728] |

Rewritten

| 2020-1C Tower Securities (1) | | | — | | | — | | | — | | | — | | | [removed: —] [added: 750,000] | | | [removed: 750,000] [added: —] | | | 750,000 | | | [removed: 752,910] [added: 746,498] |

Rewritten

| 2020-2C Tower Securities (1) | | | — | | | — | | | — | | | — | | | — | | | 600,000 | | | 600,000 | | | [removed: 597,840] [added: 605,268] |

Rewritten

| [removed: 2016] [added: 2020] Senior Notes | | | — | | | — | | | — | | | [removed: 1,100,000] [added: —] | | | — | | | [removed: —] [added: 1,500,000] | | | [removed: 1,100,000] [added: 1,500,000] | | | [removed: 1,127,500] [added: 1,550,790] |

Rewritten

| [removed: 2017] [added: 2021] Senior Notes [removed: (3)] | | | — | | | [removed: 750,000] [added: —] | | | — | | | — | | | — | | | [removed: —] [added: 1,500,000] | | | [removed: 750,000] [added: 1,500,000] | | | [removed: 757,500] [added: 1,446,975] |

Rewritten

(2)Represents interest payments based on the [removed: 2013-2C] [added: 2014-2C] Tower Securities interest rate of [removed: 3.722%,] [added: 3.869%,] the [removed: 2014-2C] [added: 2018-1C] Tower Securities interest rate of [removed: 3.869%,] [added: 3.448%,] the [removed: 2017-1C] [added: 2019-1C] Tower Securities interest rate of [removed: 3.168%,] [added: 2.836%,] the [removed: 2018-1C] [added: 2020-1C] Tower Securities interest rate of [removed: 3.448%,] [added: 1.884%,] the [removed: 2019-1C] [added: 2020-2C] Tower Securities interest rate of [removed: 2.836%,] [added: 2.328%,] the [removed: 2020-1C] [added: 2021-1C] Tower Securities interest rate of [removed: 1.884%,] [added: 1.631%,] the [removed: 2020-2C] [added: 2021-2C] Tower Securities interest rate of [removed: 2.328%,] [added: 1.840%,] the [added: 2021-3C Tower Securities interest rate of 2.593%, the] 2018 Term Loan at an average interest rate of [removed: 1.878%] [added: 1.872%] (which includes the impact of interest rate swaps) as of December 31, [removed: 2020,] [added: 2021,] the Revolving Credit Facility at an average interest rate of [removed: 1.610%] [added: 1.516%] as of December 31, [removed: 2020, the 2016 Senior Notes interest rate of 4.875%,] [added: 2021,] the [removed: 2017] [added: 2020] Senior Notes interest rate of [removed: 4.000%,] [added: 3.875%,] and the [removed: 2020] [added: 2021] Senior Notes interest rate of 3.875%.

Rewritten

We are exposed to market risk from changes in foreign currency exchange rates in connection with our operations in Brazil, Canada, Chile, Peru, Argentina, Colombia, South Africa, [added: the Philippines, Tanzania,] and to a lesser extent, our markets in Central America.

Rewritten

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

Rewritten

In Colombia, Argentina, [removed: and] Peru, [added: and Tanzania,] we receive our revenue and pay our operating expenses in a mix of local currency and U.S. dollars.

Rewritten

[removed: The cumulative translation effect is included in] equity as a component of Accumulated other comprehensive income (loss).

Rewritten

For the year ended December 31, [removed: 2020,] [added: 2021,] approximately [removed: 13.7%] [added: 13.5%] of our revenues and approximately [removed: 17.5%] [added: 17.9%] of our total operating expenses were denominated in foreign currencies.

Rewritten

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: 2020.][added: 2021.]

Rewritten

[added: As of December 31, 2021, the analysis indicated that such an adverse] movement would have caused our revenues and operating income to decline by approximately [removed: 1.0%] [added: 0.9%] and 0.5%, respectively, for the year ended December 31, [removed: 2020.][added: 2021.]

Rewritten

As of December 31, [removed: 2020,] [added: 2021,] we had intercompany debt, which is denominated in a currency other than the functional currency of the subsidiary in which it is recorded.

Rewritten

A change of 10% in the underlying exchange rates of our unsettled intercompany debt at December 31, [removed: 2020] [added: 2021] would have resulted in approximately [removed: $76.6] [added: $77.8] 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: 2020.][added: 2021.]

Rewritten

- 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 [removed: customers,] [added: customers (including with respect to the roll-out of 5G),] future spectrum auctions, the trends developing in our industry, and competitive factors;

Rewritten

- our expectations regarding churn [removed: rates;][added: rates, including with respect to legacy Sprint leases and Oi leases;]

Rewritten

- our expectations regarding our debt service in [removed: 2021] [added: 2022] and our belief that our cash on hand, capacity under our Revolving Credit Facility, and our cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months; and

Rewritten

- the ability of [removed: Dish Network] [added: DISH Wireless] to become and compete as a nationwide carrier;

Rewritten

- the health of the South [removed: Africa economy] [added: African] and [added: Tanzanian economies and] wireless communications market, and the willingness of carriers to invest in their networks in that market;

Rewritten

- the extent and duration of the impact of the COVID-19 [removed: crisis] [added: pandemic] on the global economy, on our business and results of operations, and on foreign currency exchange rates;

New in FY2021

| 2021-1C Tower Securities (1) | | | — | | | — | | | — | | | — | | | 1,165,000 | | | — | | | 1,165,000 | | | 1,144,846 |

New in FY2021

| 2021-2C Tower Securities (1) | | | — | | | — | | | — | | | — | | | — | | | 895,000 | | | 895,000 | | | 883,213 |

New in FY2021

| 2021-3C Tower Securities (1) | | | — | | | — | | | — | | | — | | | — | | | 895,000 | | | 895,000 | | | 902,446 |

New in FY2021

| Total debt obligation | | $ | 24,000 | | $ | 664,000 | | $ | 644,000 | | $ | 3,409,000 | | $ | 2,265,000 | | $ | 5,390,000 | | $ | 12,396,000 | | $ | 12,386,665 |

New in FY2021

| Interest payments (2) | | $ | 323,385 | | $ | 305,322 | | $ | 296,008 | | $ | 213,448 | | $ | 180,432 | | $ | 236,391 | | $ | 1,554,986 | | | |

New in FY2021

The IBA ceased the publication of USD LIBOR for the 1 week and 2 month tenors on December 31, 2021 and will cease all other tenors on June 30, 2023.

New in FY2021

On July 7, 2021, we amended our Revolving Credit Facility to provide mechanics relating to a transition away from LIBOR as a benchmark interest rate and the replacement of LIBOR by an alternative benchmark rate.

New in FY2021

The cumulative translation effect is included in

New in FY2021

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

New in FY2021

- our expectations regarding the timing for closing of pending acquisitions;

New in FY2021

- our expectations regarding the timing for closing of refinancing transactions;

Dropped from FY2020

| 2013-2C Tower Securities (1) | | | — | | | — | | | 575,000 | | | — | | | — | | | — | | | 575,000 | | | 599,662 |

Dropped from FY2020

| 2017-1C Tower Securities (1) | | | — | | | 760,000 | | | — | | | — | | | — | | | — | | | 760,000 | | | 774,410 |

Dropped from FY2020

| 2020 Senior Notes | | | — | | | — | | | — | | | — | | | — | | | 1,500,000 | | | 1,500,000 | | | 1,567,500 |

Dropped from FY2020

| Total debt obligation (4) | | $ | 24,000 | | $ | 1,534,000 | | $ | 1,619,000 | | $ | 1,744,000 | | $ | 3,409,000 | | $ | 2,850,000 | | $ | 11,180,000 | | $ | 11,428,029 |

Dropped from FY2020

| Interest payments (2)(4) | | $ | 347,854 | | $ | 323,192 | | $ | 254,645 | | $ | 218,840 | | $ | 100,096 | | $ | 94,739 | | $ | 1,339,367 | | | |

Dropped from FY2020

(3)The 2017 Senior Notes were redeemed on February 11, 2021.

Dropped from FY2020

(4)Excludes obligations on the $1.5 billion 2021 Senior Notes issued January 29, 2021.

Dropped from FY2020

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

Dropped from FY2020

As of December 31, 2020, the analysis indicated that such an adverse

Item 1. BUSINESS

75 rewritten, 25 added, 15 removed, 152 unchanged

Rewritten

In addition, we own and operate towers in South America, Central America, Canada, [removed: and] South [removed: Africa.][added: Africa, the Philippines and, effective January 4, 2022, Tanzania.]

Rewritten

Our primary business line is our site leasing business, which contributed [removed: 98.4%] [added: 97.4%] of our total segment operating profit for the year ended December 31, [removed: 2020.][added: 2021.]

Rewritten

As of December 31, [removed: 2020,] [added: 2021,] we owned [removed: 32,923] [added: 34,177] 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.

Rewritten

As of December 31, [removed: 2020,] [added: 2021,] we had an average of 1.8 tenants per tower structure.

Rewritten

*Disciplined Tower [removed: Acquisitions* –] [added: 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.

Rewritten

*International Tower [removed: Growth* –] [added: 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.

Rewritten

*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.

Rewritten

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 [added: and financial] objectives for the region and our business generally.

Rewritten

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

Rewritten

When we construct tower structures in locations chosen by us, we utilize our knowledge of our customers’ network requirements to identify locations where we believe multiple wireless service providers need, or will [removed: need] [added: need,] to locate antennas to meet capacity or service demands.

Rewritten

Consequently, we have [removed: purchased and/or entered into] [added: acquired] perpetual easements, long-term 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.

Rewritten

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

Rewritten

As of December 31, [removed: 2020,] [added: 2021,] approximately [removed: 71%] [added: 72%] of our tower structures were located on land that we own or control for more than 20 years and the average remaining life under our ground leases and other property interests, including renewal options under our control, was [removed: 35] [added: 37] years.

Rewritten

As of December 31, [removed: 2020,] [added: 2021,] approximately [removed: 10.6%] [added: 10.7%] of our tower structures had ground leases or other property interests maturing in the next 10 years.

Rewritten

*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 additional value by leveraging our current [removed: assets] [added: assets, capabilities,] and relationships with wireless service providers and [removed: expand SBA's] [added: others by expanding SBA’s] business within the growing communications ecosystem.

Rewritten

This includes supporting efforts for [removed: Edge Computing] [added: edge data centers] and [removed: Private Networks] [added: private networks] utilizing Citizens Broadband Radio Service (“CBRS”) technology.

Rewritten

For example, we are exploring ways to participate in [removed: mobile] edge computing infrastructure to support existing and future customers’ increasing need to [removed: spread] [added: deploy] computing capabilities to [removed: more locations,] [added: locations closer to their end users,] such as regional data centers and smaller local data centers [added: located] at [added: the base of] our towers.

Rewritten

SBA [removed: has invested in] [added: owns] two regional data centers and [removed: one] [added: multiple] tower-based data [removed: center] [added: centers] in support of this initiative.

Rewritten

With regard to private networks, SBA has [removed: recently] partnered with [removed: the City of Indianapolis to launch an eLearning network pilot for Marion County schools] [added: different school districts in developing pilots] to help close the digital divide through the deployment of [removed: a] private CBRS [removed: network.][added: networks.]

Rewritten

[removed: The] [added: These] network [removed: deployment is] [added: deployments are] designed to leverage [removed: Marion Country School] [added: school-owned] assets and SBA tower assets to extend the network to the students in their homes.

Rewritten

We believe that growing wireless data traffic will require wireless service providers to continue to increase the capacity of their networks, and we believe that the continued capacity increases will require our customers to install equipment at new sites and [added: add new equipment at existing sites.]

Rewritten

Consumers are increasing their demand for wireless connectivity due to the adoption of bandwidth-intensive wireless data applications, such as video, [added: gaming,] social networking and enhanced web browsing, and the growth in machine-to-machine [removed: applications (such as connected cars).][added: applications.]

Rewritten

According to a report published by Ericsson in November [removed: 2020,] [added: 2021,] global total mobile data traffic [removed: is] [added: was] estimated to reach around [removed: 51] [added: 65] exabytes per month by the end of [removed: 2020] [added: 2021] and is projected to grow by a factor of around [removed: 4.5] [added: 4.4] to reach [removed: 226EB] [added: 288 exabytes] per month in [removed: 2026.][added: 2027.]

Rewritten

For example, recent and future spectrum auctions, such as the [removed: CBRS and] C-Band [removed: auctions,] [added: auction] and [removed: a new network for first responders that was developed by AT&T for the First Responder Network Authority, an independent authority within] [added: Auction 110 in] the U.S. [removed: Department of Commerce,] are expected to contribute to growth in the upcoming years.

Rewritten

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts in the United States, South America, Central America, Canada, [removed: and] South [removed: Africa.][added: Africa, the Philippines and, effective January 4, 2022, Tanzania.]

Rewritten

Our site leasing business generates substantially all of our total segment operating profit, representing [removed: 97.7%] [added: 97.4%] or more of our total segment operating profit for the past three fiscal years.

Rewritten

As of December 31, [removed: 2020,] [added: 2021,] we owned [removed: 16,546] [added: 17,356] sites in the United States and its territories.

Rewritten

For the year ended December 31, [removed: 2020,] [added: 2021,] we generated [removed: 79.7%] [added: 79.9%] of our total site leasing revenue from these sites.

Rewritten

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

Rewritten

As of December 31, [removed: 2020,] [added: 2021,] no U.S. state or territory [removed: had] [added: accounted for] more than 10% of our total tower portfolio by tower [removed: count] [added: count, and no U.S. state] or [added: territory accounted for] more than 10% of our total revenues for the year ended December 31, [removed: 2020.][added: 2021.]

Rewritten

We currently own and operate towers in [removed: 13] [added: 15] international markets throughout South America, Central America, Canada, [removed: and] South [removed: Africa.][added: Africa, the Philippines, and effective January 4, 2022, Tanzania.]

Rewritten

As of December 31, [removed: 2020,] [added: 2021,] we owned [removed: 16,377] [added: 16,821] sites in our international markets, of which [added: approximately] 30% of our [removed: global sites] [added: total towers] are located in Brazil and [removed: less than 4% of our global sites are located in each of our] [added: no] other international markets (each country is considered a [removed: market).][added: market) represented more than 4% of our total towers.]

Rewritten

[removed: Our operations in our international] markets are [removed: solely] [added: primarily] in the site leasing business, and we continue to focus on growing our international site leasing business through the acquisition and development of towers and organic growth.

Rewritten

In [removed: Canada,] our [added: international markets, our] tenant leases are generally for an initial term of five years to [removed: 10] [added: 15] years with multiple renewal periods at the option of the tenant.

Rewritten

[added: In Canada and in our Central American markets, tenant] leases typically contain specific rent escalators, which average 3-4% per year, including the renewal option periods.

Rewritten

[removed: Tenant leases in South Africa and] [added: In] our [removed: Central and] South American [removed: markets] [added: markets, South Africa, and the Philippines, tenant leases] typically [removed: have an initial term of 10 years] [added: escalate annually in accordance] with [removed: multiple renewal periods.][added: an inflationary index.]

Rewritten

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

Rewritten

In certain [removed: international] markets such as Brazil, tenant leases are typically governed by master lease agreements, which provide for the material terms and conditions that will govern the terms of the use of the site.

Rewritten

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

Rewritten

In [added: our] Central [removed: America and] [added: American markets,] Canada, [added: and the Philippines,] ground leases and other property interests provide for [added: fixed] rent escalators which typically average 2-3% annually, [removed: or] [added: and] in [added: our] South American [added: markets] and South [removed: African markets,] [added: Africa, ground leases] adjust in accordance with [removed: a standard cost of living] [added: an inflationary] index.

New in FY2021

In addition, on January 4, 2022, we closed on 1,445 towers under our previously announced deal in Tanzania.

New in FY2021

We are also exploring opportunities to leverage tower assets and infrastructure to provide energy as a service, including through the deployment of on-site battery backup systems powered by solar energy.

New in FY2021

In addition, on January 4, 2022, we closed on 1,445 towers under our previously announced deal in Tanzania.

New in FY2021

Our operations in our international

New in FY2021

We derive international site leasing revenues from all the major carriers in each of the 15 countries in which we operate.

New in FY2021

In Tanzania, tenant leases typically escalate using a combination of fixed and inflation adjusted escalators.

New in FY2021

In South Africa, our site leases contain pass through charges related to utilities, and in Tanzania, our site leases include components related to utilities and fuel.

New in FY2021

The utility and fuel portion of our Tanzanian site leases adjust periodically in accordance with changes in diesel fuel and electricity prices.

New in FY2021

| DISH Wireless | SouthernLinc | U.S. Cellular |

New in FY2021

| Liberty Technologies | Telkom | Vodacom |

New in FY2021

*Diversity, Equity, and Inclusion.* We recognize and appreciate the impact that our employees have on the success of our company, our customers and the communities we serve.

New in FY2021

We pride ourselves in promoting an inclusive environment that celebrates and encourages all forms of diversity.

New in FY2021

As of December 31, 2021, women represented 42% of our global workforce and 40% of our U.S. employees identified as a racial or ethnic minority.

New in FY2021

*Talent Management.* We see diversity of thought and experience as critical factors to the long-term success of SBA.

New in FY2021

As such, we are committed to building a pipeline of future business leaders through the strategic identification of diverse candidates to join our organization.

New in FY2021

We temporarily transitioned to telecommuting in early 2020 and put in place various programs and safety protocols to support our team members and their families as they navigated the COVID-19 pandemic.

New in FY2021

In partnership with a local leading hospital in South Florida, we held regular informational sessions during which our global team members could ask questions to management and health professionals.

New in FY2021

We also proudly supported our local communities’ COVID-19 response and relief efforts.

New in FY2021

In preparation for a safe return to work, we invested in upgrades to our offices to improve air quality and allow for greater social distancing.

New in FY2021

Towers that meet certain height and

New in FY2021

Our screening for environmental impacts includes evaluation of those of our tower site locations (1) that might be located in a wilderness area or a wildlife preserve, (2) that might affect threatened and endangered species or their habitat (ESA), (3) that might affect properties included in, or eligible for inclusion, in the National Register of Historic Places (NRHP) or Indian religious and cultural sites, (4) that might affect World Heritage areas and IUCN Category I-IV protected areas, (5) that will be located in a floodplain and where facility equipment will not be placed at least one foot above the base flood elevation of the floodplain, (6) whose construction will involve significant changes in surface features (e.g., in wetlands, water diversions, considerable ground disturbance, deforestation), (7) that might affect migratory birds if the towers are over 450 feet, (8) that involve high-intensity lighting in a residential area or would cause RF radiation over FCC-established limits and (9) that would involve similar considerations under the laws or best practices of our international markets.

New in FY2021

When a tower site is impacted by any of the listed categories, we promptly complete an environmental assessment and obtain approval from the appropriate regulatory agency, which may include steps to mitigate the impact of construction or operation of the site.

New in FY2021

Our regional site managers typically inspect our tower sites annually and report on the presence of new bird nests.

New in FY2021

This ensures we minimize our impact and remain environmentally compliant during the operational life of our assets.

New in FY2021

Where required, we conduct the site acquisition portions of our site development services business through licensed real

Dropped from FY2020

add new equipment at existing sites.

Dropped from FY2020

We derive international site leasing revenues primarily from Oi S.A., Telefonica, Claro, and TIM.

Dropped from FY2020

These tenant

Dropped from FY2020

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

Dropped from FY2020

| Cable & Wireless | ICE | Telkom |

Dropped from FY2020

| Dish Network | SouthernLinc | Vodacom |

Dropped from FY2020

Of this total, our employees work in the following departments: 364 in site leasing operations, 387 in site development, 652 in corporate support, 57 in sales and marketing, and 23 in safety.

Dropped from FY2020

We seek to foster an inclusive work environment, and we respect the diversity our employees bring to the organization through their unique ideas, opinions and contributions.

Dropped from FY2020

We believe it is essential to recognize and value these differences, which is one

Dropped from FY2020

of the many reasons SBA holds quarterly Town Hall meetings and other informal meetings with executives, elicits employee feedback, and conducts annual performance evaluations.

Dropped from FY2020

In line with our commitment to diversity, 23.1% of our U.S. new hires in 2020 were women and 34.4% were ethnic minorities.

Dropped from FY2020

We are proud to have veterans on our team - their integrity, work ethic, ability to adapt and strong teamwork skills blend well with the SBA core values.

Dropped from FY2020

In 2020, over 7% of our employees were veterans, and we have collaborated with Hiring Our Heroes, DirectEmployers, and RecruitMilitary to actively hire veterans.

Dropped from FY2020

environmental impact statement, which will be subject to public comment.

Dropped from FY2020

reasonably practicable after we file electronically such material with, or furnish it to, the United States Securities and Exchange Commission (the “Commission”).

An excerpt. Shown here: 40 of 75 rewritten, all 25 added and all 15 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2021 filing and the FY2020 filing.

Cover and table of contents

23 rewritten, 2 added, 0 removed, 71 unchanged

Rewritten

For the fiscal year ended December [removed: 31, 2020][added: 31, 2021]

Rewritten

The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately [removed: $33.0] [added: $34.6] billion as of June 30, [removed: 2020.][added: 2021.]

Rewritten

The number of shares outstanding of the Registrant’s common stock (as of February 18, [removed: 2021):] [added: 2022):] Class A common stock — [removed: 109,324,399.][added: 107,919,638.]

Rewritten

Portions of the Registrant’s definitive proxy statement for its [removed: 2021] [added: 2022] 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: 2020,] [added: 2021,] are hereby incorporated by reference in Part III of this Annual Report on Form 10-K.

Rewritten

| ITEM 1B. | [UNRESOLVED STAFF COMMENTS](#Item1B) | [removed: 22] [added: 23] |

Rewritten

| ITEM 2. | [PROPERTIES](#Item2) | [removed: 22] [added: 23] |

Rewritten

| ITEM 3. | [LEGAL PROCEEDINGS](#Item3) | [removed: 22] [added: 23] |

Rewritten

| ITEM 4. | [MINE SAFETY DISCLOSURE](#Item4) | [removed: 22] [added: 23] |

Rewritten

| ITEM 5. | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](#Item5) | [removed: 23] [added: 24] |

Rewritten

| ITEM 6. | [RESERVED](#Item6) | [removed: 23] [added: 24] |

Rewritten

| ITEM 7. | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](#Item7) | [removed: 23] [added: 24] |

Rewritten

| ITEM 7A. | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](#Item7A) | [removed: 39] [added: 41] |

Rewritten

| ITEM 8. | [FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](#Item8) | [removed: 42] [added: 44] |

Rewritten

| ITEM 9. | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE](#Item9) | [removed: 42] [added: 44] |

Rewritten

| ITEM 9A. | [CONTROLS AND PROCEDURES](#Item9A) | [removed: 42] [added: 44] |

Rewritten

| ITEM 10. | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](#Item10) | [removed: 45] [added: 47] |

Rewritten

| ITEM 11. | [EXECUTIVE COMPENSATION](#Item11) | [removed: 45] [added: 48] |

Rewritten

| ITEM 12. | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](#Item12) | [removed: 45] [added: 48] |

Rewritten

| ITEM 13. | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](#Item13) | [removed: 45] [added: 48] |

Rewritten

| ITEM 14. | [PRINCIPAL ACCOUNTING FEES AND SERVICES](#Item14) | [removed: 46] [added: 48] |

Rewritten

| ITEM 15. | [EXHIBITS, FINANCIAL STATEMENT SCHEDULES](#Item15) | [removed: 46] [added: 49] |

Rewritten

| ITEM 16. | [FORM 10-K SUMMARY](#Item16) | [removed: 51] [added: 54] |

Rewritten

| [SIGNATURES](#Signatures) | | [removed: 52] [added: 55] |

New in FY2021

| ITEM 9B. | [OTHER INFORMATION](#Item9B) | 47 |

New in FY2021

| ITEM 9C. | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#Item9C) | 47 |

Item 2. PROPERTIES

3 rewritten, 0 added, 0 removed, 9 unchanged

Rewritten

As of December 31, [removed: 2020,] [added: 2021,] approximately [removed: 71%] [added: 72%] of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land that have an interest that extends beyond 20 years.

Rewritten

The average remaining life under our ground leases and other property interests, including renewal options under our control, is [removed: 35] [added: 37] years.

Rewritten

As of December 31, [removed: 2020,] [added: 2021,] we had an average of 1.8 tenants per tower structure.

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

8 rewritten, 5 added, 4 removed, 17 unchanged

Rewritten

As of February 18, [removed: 2021,] [added: 2022,] there were [removed: 277] [added: 281] record holders of our Class A common stock.

Rewritten

As of December 31, [removed: 2020, $651.1] [added: 2021, $654.7] million of the federal NOLs are attributes of the REIT.

Rewritten

The following table presents information related to our repurchases of Class A common stock during the fourth quarter of [removed: 2020:][added: 2021:]

Rewritten

(1)On [removed: November 2, 2020,] [added: October 28, 2021,] our Board of Directors authorized a new $1.0 billion stock repurchase plan, replacing the prior plan authorized on [removed: July 29, 2019] [added: November 2, 2020,] which had [removed: $124.3 million] [added: a] remaining [removed: from the previous authorization.][added: authorization of $125.1 million.]

Rewritten

[removed: This new plan] [added: Our Board of Directors] authorizes [removed: the] [added: us to] purchase, from time to time, [removed: of up to $1.0 billion of our] outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 under the Exchange [removed: Act] [added: Act,] and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors.

Rewritten

Shares repurchased [removed: will be] [added: were] retired.

Rewritten

[removed: The new] [added: Once authorized, the repurchase] plan has no time deadline and will continue until otherwise modified or terminated by our Board of Directors at any time in its sole discretion.

Rewritten

As of the date of this filing, we had [removed: $500.0] [added: $586.4] million remaining under the current authorized [removed: stock] [added: share] repurchase plan.

New in FY2021

| 10/1/2021 - 10/31/2021 | | 601,107 | | $ | 332.72 | | 601,107 | | $ | 125,132,569 |

New in FY2021

| 11/1/2021 - 11/30/2021 | | 145,381 | | $ | 343.36 | | 145,381 | | $ | 950,081,337 |

New in FY2021

| 12/1/2021 - 12/31/2021 | | 39,859 | | $ | 344.04 | | 39,859 | | $ | 936,368,149 |

New in FY2021

| Total | | 786,347 | | $ | 335.26 | | 786,347 | | $ | 936,368,149 |

New in FY2021

Subsequent to December 31, 2021, we repurchased 1.0 million shares of our Class A common stock for $350.0 million, at an average price per share of $334.40.

Dropped from FY2020

| 10/1/2020 - 10/31/2020 | | 415,151 | | $ | 299.54 | | 415,151 | | $ | 124,307,081 |

Dropped from FY2020

| 11/1/2020 - 11/30/2020 | | 917,771 | | $ | 291.15 | | 917,771 | | $ | 732,792,593 |

Dropped from FY2020

| 12/1/2020 - 12/31/2020 | | 318,262 | | $ | 278.86 | | 318,262 | | $ | 644,040,680 |

Dropped from FY2020

| Total | | 1,651,184 | | $ | 290.89 | | 1,651,184 | | $ | 644,040,680 |

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

1 rewritten, 0 added, 0 removed, 0 unchanged

Rewritten

Financial statements and supplementary data are on pages F-1 through [removed: F-43.][added: F-44.]

Item 9A. CONTROLS AND PROCEDURES

9 rewritten, 1 added, 2 removed, 25 unchanged

Rewritten

In connection with the preparation of this Annual Report on Form 10-K, as of December 31, [removed: 2020,] [added: 2021,] 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).

Rewritten

Based on such evaluation, our CEO and CFO concluded that, as of December 31, [removed: 2020,] [added: 2021,] our disclosure controls and procedures were effective.

Rewritten

There has been no change in our internal control over financial reporting during the quarter ended December 31, [removed: 2020] [added: 2021] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Rewritten

Management’s Annual Report on Internal Control over Financial Reporting – 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: 2020.][added: 2021.]

Rewritten

Management performed an assessment of the effectiveness of SBAC’s internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] based upon criteria in *Internal Control – Integrated Framework* (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Rewritten

Based on our assessment, management determined that SBAC’s internal control over financial reporting was effective as of December 31, [removed: 2020] [added: 2021] based on the criteria in *Internal Control – Integrated Framework* (2013 Framework) issued by COSO.

Rewritten

We have audited SBA Communications Corporation and Subsidiaries’ internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] 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).

Rewritten

In our opinion, SBA Communications Corporation and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on the COSO criteria.

Rewritten

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: 2020] [added: 2021] and [removed: 2019] [added: 2020] 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: 2020,] [added: 2021,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated [removed: February 25, 2021] [added: March 1, 2022] expressed an unqualified opinion thereon.

New in FY2021

March 1, 2022

Dropped from FY2020

February 25, 2021

Dropped from FY2020

PART III

Item 9B. OTHER INFORMATION

0 rewritten, 20 added, 0 removed, 0 unchanged

New section this year

New in FY2021

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

New in FY2021

(e)

New in FY2021

On October 1, 2021, we entered into an amendment (the “Amendment”) to the Employment Agreement with Jeffrey A.

New in FY2021

Stoops, our President and Chief Executive Officer, dated August 3, 2020.

New in FY2021

The Amendment modified the Employment Agreement to, among other things, provide that the severance payment in connection with a termination of employment for cause or resignation for good reason of an amount equal to the “applicable multiple” (as defined in the Employment Agreement) multiplied by the sum of Mr. Stoops’ (i) base salary for the year in which the termination or resignation occurs, (ii) “reference bonus” (as defined in the Employment Agreement) and (iii) “reference benefits value” (as defined in the Employment Agreement), which was provided for in the Employment Agreement, will only be payable to the extent Mr. Stoops is not “retirement eligible” as defined in our equity plan retirement policy (or if he is retirement eligible and such termination or resignation occurs after a change of control or within six months of a change of control).

New in FY2021

If at the time of such termination or resignation (a) Mr. Stoops is retirement eligible and (b) a change of control has not occurred, then Mr. Stoops would not receive this severance amount and would instead be eligible to receive the entitlements provided under our equity plan retirement policy.

New in FY2021

In addition, the Amendment modified the Employment Agreement to provide that, if Mr. Stoops’ employment is terminated due to death or disability, he would be entitled to the pro rata portion of the minimum annual bonus target for the period of service in the year in which the termination occurs.

New in FY2021

All other material terms of the Employment Agreement with Mr. Stoops remained the same.

New in FY2021

Also on October 1, 2021, we entered into amended and restated employment agreements with each of Brendan Cavanagh, Executive Vice President and Chief Financial Officer, Thomas P.

New in FY2021

Hunt, Executive Vice President, General Counsel and Chief Administrative Officer, and Kurt L.

New in FY2021

Bagwell, Executive Vice President and President of International.

New in FY2021

The prior employment agreements with each of Messrs.

New in FY2021

Cavanagh, Hunt and Bagwell were set to expire by their terms on December 31, 2021.

New in FY2021

The amended and restated employment agreements for Messrs.

New in FY2021

Cavanagh, Hunt, and Bagwell expire on December 31, 2024 and provide for each to continue to serve in their present positions.

New in FY2021

The amended and restated employment agreements also modified the prior employment agreements to, among other things, provide that the severance payment in connection with a termination of employment for cause or resignation for good reason of an amount equal to the “applicable multiple” (as defined in the amended and restated employment agreements) multiplied by the sum of such officer’s (i) base salary for the year in which the termination or resignation occurs and (ii) the minimum annual bonus target, which was provided for in the prior employment agreements, will only be payable to the extent such officer is not “retirement eligible” as defined in our equity plan retirement policy (or if he is retirement eligible and such termination or resignation occurs after a change of control or within six months of a change of control).

New in FY2021

If at the time of such termination or resignation (a) such officer is retirement eligible and (b) a change of control has not occurred, then such officer would not receive this severance amount and would instead be eligible to receive the entitlements provided under our equity plan retirement policy.

New in FY2021

All other material terms of the employment agreements remained the same.

New in FY2021

The Amendment with Mr. Stoops and the amended and restated employment agreements with Messrs.

New in FY2021

Cavanagh, Hunt and Bagwell are filed with this annual report as Exhibits 10.35J, 10.85F, 10.58G and 10.57G, respectively.

Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

0 rewritten, 2 added, 0 removed, 0 unchanged

New section this year

New in FY2021

None.

New in FY2021

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

1 rewritten, 0 added, 0 removed, 2 unchanged

Rewritten

The remaining items required by Part III, Item 10 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2021] [added: 2022] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2021.][added: 2022.]

Item 11. EXECUTIVE COMPENSATION

1 rewritten, 0 added, 0 removed, 0 unchanged

Rewritten

The items required by Part III, Item 11 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2021] [added: 2022] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2021.][added: 2022.]

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

6 rewritten, 3 added, 3 removed, 18 unchanged

Rewritten

The items required by Part III, Item 12, other than the information regarding the Registrant’s equity plans set forth below required by Item 201(d) of Regulation S-K, are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2021] [added: 2022] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2021.][added: 2022.]

Rewritten

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, [removed: 2020:][added: 2021:]

Rewritten

| 2020 Plan | | [removed: 7] [added: 257] | (2) | | | — | | [removed: 3,010] [added: 2,776] |

Rewritten

(1)Included in the number of securities in column (a) is [removed: 267,536] [added: 140,992] restricted stock units and [removed: 146,430] [added: 143,072] performance-based restricted stock units, which have no exercise price.

Rewritten

The weighted average exercise price of outstanding options, warrants, and rights (excluding restricted stock units) is [removed: $143.01.][added: $157.76.]

Rewritten

(2)Included in the number of securities in column (a) is [removed: 5,972] [added: 102,262] restricted stock units and [removed: 1,186] [added: 154,528] performance-based restricted stock units, which have no exercise price.

New in FY2021

| | | As of December 31, 2021 | | | | | | |

New in FY2021

| 2010 Plan | | 2,183 | (1) | | $ | 137.22 | | — |

New in FY2021

| Total | | 2,440 | | | $ | 122.78 | | 2,776 |

Dropped from FY2020

| | | As of December 31, 2020 | | | | | | |

Dropped from FY2020

| 2010 Plan | | 3,617 | (1) | | $ | 126.63 | | — |

Dropped from FY2020

| Total | | 3,624 | | | $ | 126.38 | | 3,010 |

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

1 rewritten, 0 added, 0 removed, 0 unchanged

Rewritten

The items required by Part III, Item 13 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2021] [added: 2022] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2021.][added: 2022.]

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

1 rewritten, 0 added, 0 removed, 1 unchanged

Rewritten

The items required by Part III, Item 14 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2021] [added: 2022] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2021.][added: 2022.]

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

42 rewritten, 15 added, 11 removed, 77 unchanged

Rewritten

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

Rewritten

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

Rewritten

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

Rewritten

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

Rewritten

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

Rewritten

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

Rewritten

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

Rewritten

(2)As of December 31, [removed: 2020,] [added: 2021,] certain assets secure debt of [removed: $7.8] [added: $9.4] billion.

Rewritten

| | | | | | | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | |

Rewritten

| Gross amount at beginning | | | | | | | | | | | | | | | | | $ | [removed: 5,833,338] [added: 5,963,048] | | $ | [removed: 5,561,005] [added: 5,833,338] | | $ | [removed: 5,340,858] [added: 5,561,005] |

Rewritten

| Acquisitions (1) | | | | | | | | | | | | | | | | | | [removed: 80,582] [added: 995,063] | | | [removed: 111,734] [added: 80,582] | | | [removed: 131,686] [added: 111,734] |

Rewritten

| Construction and related costs on new builds | | | | | | | | | | | | | | | | | | [removed: 40,493] [added: 45,802] | | | [removed: 48,975] [added: 40,493] | | | [removed: 54,237] [added: 48,975] |

Rewritten

| Augmentation and tower upgrades | | | | | | | | | | | | | | | | | | [removed: 36,211] [added: 32,953] | | | [removed: 63,998] [added: 36,211] | | | [removed: 49,201] [added: 63,998] |

Rewritten

| Land buyouts and other assets | | | | | | | | | | | | | | | | | | [removed: 28,918] [added: 24,944] | | | [removed: 39,298] [added: 28,918] | | | [removed: 37,032] [added: 39,298] |

Rewritten

| Tower maintenance | | | | | | | | | | | | | | | | | | [removed: 28,426] [added: 34,611] | | | [removed: 28,960] [added: 28,426] | | | [removed: 30,048] [added: 28,960] |

Rewritten

| Other (2) | | | | | | | | | | | | | | | | | | [removed: 19,142] [added: 20,052] | | | [removed: —] [added: 19,142] | | | — |

Rewritten

| Total additions | | | | | | | | | | | | | | | | | | [removed: 233,772] [added: 1,153,425] | | | [removed: 292,965] [added: 233,772] | | | [removed: 302,204] [added: 292,965] |

Rewritten

| Cost of real estate sold or disposed | | | | | | | | | | | | | | | | | | [removed: —] [added: (192)] | | | [removed: (856)] [added: —] | | | [removed: (1,083)] [added: (856)] |

Rewritten

| Impairment | | | | | | | | | | | | | | | | | | [removed: (17,064)] [added: (15,552)] | | | [removed: (9,587)] [added: (17,064)] | | | [removed: (17,130)] [added: (9,587)] |

Rewritten

| Other (3) | | | | | | | | | | | | | | | | | | [removed: (86,998)] [added: (32,521)] | | | [removed: (10,189)] [added: (86,998)] | | | [removed: (63,844)] [added: (10,189)] |

Rewritten

| Total deductions | | | | | | | | | | | | | | | | | | [removed: (104,062)] [added: (48,265)] | | | [removed: (20,632)] [added: (104,062)] | | | [removed: (82,057)] [added: (20,632)] |

Rewritten

| Balance at end | | | | | | | | | | | | | | | | | $ | [removed: 5,963,048] [added: 7,068,208] | | $ | [removed: 5,833,338] [added: 5,963,048] | | $ | [removed: 5,561,005] [added: 5,833,338] |

Rewritten

| Gross amount of accumulated depreciation at beginning | | | | | | | | | | | | | | | | | $ | [removed: (3,133,061)] [added: (3,383,370)] | | $ | [removed: (2,868,507)] [added: (3,133,061)] | | $ | [removed: (2,627,841)] [added: (2,868,507)] |

Rewritten

| Depreciation [added: (1)] | | | | | | | | | | | | | | | | | | [removed: (275,947)] [added: (273,655)] | | | [removed: (269,606)] [added: (275,947)] | | | [removed: (257,469)] [added: (269,606)] |

Rewritten

| Other [removed: (1)] [added: (2)] | | | | | | | | | | | | | | | | | | [removed: (38)] [added: (91)] | | | [removed: (83)] [added: (38)] | | | [removed: (25)] [added: (83)] |

Rewritten

| Total additions | | | | | | | | | | | | | | | | | | [removed: (275,985)] [added: (273,746)] | | | [removed: (269,689)] [added: (275,985)] | | | [removed: (257,494)] [added: (269,689)] |

Rewritten

| Amount of accumulated depreciation for assets sold or disposed | | | | | | | | | | | | | | | | | | [removed: 4,244] [added: 3,638] | | | [removed: 2,887] [added: 4,244] | | | [removed: 4,392] [added: 2,887] |

Rewritten

| Other [removed: (1)] [added: (2)] | | | | | | | | | | | | | | | | | | [removed: 21,432] [added: 9,240] | | | [removed: 2,248] [added: 21,432] | | | [removed: 12,436] [added: 2,248] |

Rewritten

| Total deductions | | | | | | | | | | | | | | | | | | [removed: 25,676] [added: 12,878] | | | [removed: 5,135] [added: 25,676] | | | [removed: 16,828] [added: 5,135] |

Rewritten

| Balance at end | | | | | | | | | | | | | | | | | $ | [removed: (3,383,370)] [added: (3,644,238)] | | $ | [removed: (3,133,061)] [added: (3,383,370)] | | $ | [removed: (2,868,507)] [added: (3,133,061)] |

Rewritten

[removed: (1)Primarily] [added: (2)Primarily] represents cumulative translation adjustments related to changes in foreign currency exchange rates.

Rewritten

| Exhibit [removed: Nb.] [added: No.] | | Exhibit Description | | Form | | Period Covered or Date of Filing |

Rewritten

| [removed: 10.57F] [added: 10.57G] | | [Amended and Restated Employment Agreement, dated as of October 1, [removed: 2018,] [added: 2021,] between SBA Communications Corporation and Kurt [removed: L. Bagwell.†](http://www.sec.gov/Archives/edgar/data/1034054/000103405419000002/sbac-20181231xex10_57f.htm)] [added: Bagwell](https://www.sec.gov/Archives/edgar/data/1034054/000103405422000002/sbac-20211231xex10_57g.htm).†] | | [removed: 10-K] | | [removed: Year ended December 31, 2018] |

Rewritten

| [removed: 10.58F] [added: 10.58G] | | [Amended and Restated Employment Agreement, dated as of October 1, [removed: 2018,] [added: 2021,] between SBA Communications Corporation and Thomas P. [removed: Hunt.†](http://www.sec.gov/Archives/edgar/data/1034054/000103405419000002/sbac-20181231xex10_58f.htm)] [added: Hunt](https://www.sec.gov/Archives/edgar/data/1034054/000103405422000002/sbac-20211231xex10_58g.htm).†] | | [removed: 10-K] | | [removed: Year ended December 31, 2018] |

Rewritten

| [removed: 10.85E] [added: 10.85F] | | [Amended and Restated Employment Agreement, dated as of October 1, [removed: 2018,] [added: 2021,] between SBA Communications Corporation and Brendan T. [removed: Cavanagh.†](http://www.sec.gov/Archives/edgar/data/1034054/000103405419000002/sbac-20181231xex10_85e.htm)] [added: Cavanagh](https://www.sec.gov/Archives/edgar/data/1034054/000103405422000002/sbac-20211231xex10_85f.htm).†] | | [removed: 10-K] | | [removed: Year ended December 31, 2018] |

Rewritten

| [removed: 10.99] [added: 10.4] | | [Purchase Agreement, dated [removed: July 8, 2020,] [added: April 29, 2021,] among SBA Senior Finance, LLC, Deutsche Bank Trust Company Americas, as trustee, and the several initial purchasers listed on Schedule I [removed: thereto.](http://www.sec.gov/Archives/edgar/data/1034054/000119312520192636/d97554dex1099.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/1034054/000119312521146805/d183669dex104.htm)] | | 8-K | | [removed: 07/14/20] [added: 05/03/21] |

Rewritten

| 21 | | [removed: [Subsidiaries.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405421000003/sbac-20201231xex21.htm)] [added: [Subsidiaries.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405422000002/sbac-20211231xex21.htm)] | | | | |

Rewritten

| 23.1 | | [Consent of Ernst & Young [removed: LLP.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405421000003/sbac-20201231xex23_1.htm)] [added: LLP.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405422000002/sbac-20211231xex23_1.htm)] | | | | |

Rewritten

| 31.1 | | [Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405421000003/sbac-20201231xex31_1.htm)] [added: 2002.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405422000002/sbac-20211231xex31_1.htm)] | | | | |

Rewritten

| 31.2 | | [Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405421000003/sbac-20201231xex31_2.htm)] [added: 2002.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405422000002/sbac-20211231xex31_2.htm)] | | | | |

New in FY2021

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

New in FY2021

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

New in FY2021

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

New in FY2021

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

New in FY2021

| 34,177 sites | (1) | $ | 9,396,000 | (2) | | (3) | | | (3) | | $ | 7,068,208 | (4)(5) | | $ | (3,644,238) | (5) | Various | | | Various | | | Up to 70 years | (5) |

New in FY2021

(5)Amounts include the acquisition of the exclusive right to lease and operate 713 utility transmission structures, which included existing wireless tenant licenses from PG&E.

New in FY2021

In addition, amounts as of December 31, 2021 include the acquisition of the exclusive right to lease and operate 713 utility transmission structures, which included existing wireless tenant licenses from PG&E.

New in FY2021

| | | | | | | | | | | | | | | | | | 2021 | | | 2020 | | | 2019 | |

New in FY2021

(1)Amounts as of December 31, 2021 include accumulated depreciation related to the acquisition of the exclusive right to lease and operate 713 utility transmission structures, which included existing wireless tenant licenses from PG&E.

New in FY2021

| 10.5 | | [Purchase Agreement, dated October 8, 2021, among SBA Senior Finance, LLC, Deutsche Bank Trust Company Americas, as trustee, and the several initial purchasers listed on Schedule I thereto.](https://www.sec.gov/Archives/edgar/data/1034054/000119312521297813/d204407dex105.htm) | | 8-K | | 10/13/21 |

New in FY2021

| 10.7C | | [2021 Refinancing Amendment, dated as of July 7, 2021, among SBA Senior Finance II LLC, as borrower, the banks and other financial institutions or entities party hereto as refinancing revolving lenders, continuing term lenders, additional term lenders or incremental amended term lenders and Toronto Dominion (Texas) LLC, as administrative agent and issuing lender.](https://www.sec.gov/Archives/edgar/data/1034054/000119312521211816/d148908dex107c.htm) | | 8-K | | 07/09/21 |

New in FY2021

| 10.12G | | [Seventh Loan and Security Agreement Supplement, dated as of May 14, 2021, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee](https://www.sec.gov/Archives/edgar/data/1034054/000119312521165395/d144999dex1012f.htm) | | 8-K | | 05/18/21 |

New in FY2021

| 10.12H | | [Eighth Loan and Security Agreement Supplement, dated as of September 10, 2021, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee](https://www.sec.gov/Archives/edgar/data/1034054/000103405422000002/sbac-20211231xex10_12h.htm) | | | | |

New in FY2021

| 10.12I | | [Ninth Loan and Security Agreement Supplement, dated as of October 27, 2021, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee](https://www.sec.gov/Archives/edgar/data/1034054/000119312521313427/d251247dex1012h.htm) | | 8-K | | 10/29/21 |

New in FY2021

| 10.35J | | [Amendment to Employment Agreement, dated December 22, 2021, between SBA Communications Corporation and Jeffrey A. Stoops](https://www.sec.gov/Archives/edgar/data/1034054/000103405422000002/sbac-20211231xex10_35j.htm).† | | | | |

Dropped from FY2020

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

Dropped from FY2020

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

Dropped from FY2020

| 32,923 sites | (1) | $ | 7,830,000 | (2) | | (3) | | | (3) | | $ | 5,963,048 | (4) | | $ | (3,383,370) | | Various | | | Various | | | Up to 20 years |

Dropped from FY2020

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

Dropped from FY2020

| 2.1 | | [Agreement and Plan of Merger, by and between SBA Communications Corporation and SBA Communications REIT Corporation, dated November 10, 2016.](http://www.sec.gov/Archives/edgar/data/1034054/000119312517011327/d292834dex21.htm) | | 8-K | | 01/17/17 |

Dropped from FY2020

| 4.26 | | [Indenture, dated August 15, 2016, between SBA Communications Corporation and U.S. Bank National Association.](http://www.sec.gov/Archives/edgar/data/1034054/000119312516683231/d246365dex426.htm) | | 8-K | | 08/16/16 |

Dropped from FY2020

| 4.26A | | [Supplemental Indenture, dated as of January 13, 2017, between SBA Communications Corporation and U.S. Bank National Association, to the Indenture dated as of August 15, 2016, between SBA Communications Corporation and U.S. Bank National Association.](http://www.sec.gov/Archives/edgar/data/1034054/000119312517011327/d292834dex426a.htm) | | 8-K | | 01/17/17 |

Dropped from FY2020

| 4.27 | | [Form of 4.875% Senior Notes due 2024 (included in Exhibit 4.26).](http://www.sec.gov/Archives/edgar/data/1034054/000119312516683231/d246365dex426.htm) | | 8-K | | 08/16/16 |

Dropped from FY2020

| 10.94 | | [Registration Rights Agreement, dated February 4, 2020, between SBA Communications Corporation and Citigroup Global Markets Inc., as representative of the several initial purchasers listed on Schedule I thereto.](http://www.sec.gov/Archives/edgar/data/1034054/000119312520028286/d879855dex1094.htm) | | 8-K | | 02/07/20 |

Dropped from FY2020

| 10.97 | | [Registration Rights Agreement, dated May 26, 2020, between SBA Communications Corporation and Citigroup Global Markets Inc., as representative of the several initial purchasers listed on Schedule I thereto.](http://www.sec.gov/Archives/edgar/data/1034054/000119312520154156/d937378dex1097.htm) | | 8-K | | 05/28/20 |

Dropped from FY2020

| 10.98 | | [Purchase Agreement, dated May 19, 2020, among SBA Communications Corporation and Citigroup Global Markets Inc., as representative of the several initial purchasers listed on Schedule I thereto.](http://www.sec.gov/Archives/edgar/data/1034054/000119312520154156/d937378dex1098.htm) | | 8-K | | 05/28/20 |

An excerpt. Shown here: 40 of 42 rewritten, all 15 added and all 11 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES in the FY2021 filing and the FY2020 filing.

Item 16. FORM 10-K SUMMARY

544 rewritten, 176 added, 139 removed, 1,033 unchanged

Rewritten

| /s/ Steven E. Bernstein | Chairman of the Board of Directors | [removed: February 25, 2021] [added: March 1, 2022] |

Rewritten

| /s/ Jeffrey A. Stoops | Chief Executive Officer and President | [removed: February 25, 2021] [added: March 1, 2022] |

Rewritten

| /s/ Brendan T. Cavanagh | Chief Financial Officer and Executive Vice President | [removed: February 25, 2021] [added: March 1, 2022] |

Rewritten

| /s/ Brian D. Lazarus | Chief Accounting Officer and Senior Vice President | [removed: February 25, 2021] [added: March 1, 2022] |

Rewritten

| /s/ Mary S. Chan | Director | [removed: February 25, 2021] [added: March 1, 2022] |

Rewritten

| /s/ Duncan H. Cocroft | Director | [removed: February 25, 2021] [added: March 1, 2022] |

Rewritten

| /s/ George R. Krouse Jr. | Director | [removed: February 25, 2021] [added: March 1, 2022] |

Rewritten

| /s/ Jack Langer | Director | [removed: February 25, 2021] [added: March 1, 2022] |

Rewritten

| /s/ Kevin L. Beebe | Director | [removed: February 25, 2021] [added: March 1, 2022] |

Rewritten

| /s/ Fidelma Russo | Director | [removed: February 25, 2021] [added: March 1, 2022] |

Rewritten

| [Report of Independent Registered Public Accounting Firm](#Report) [added: (PCAOB ID: 42)] | F-1 |

Rewritten

| [Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019](#BS)] [added: 20](#BS)20] | F-3 |

Rewritten

| [Consolidated Statements of Operations for the years ended December 31, [added: 2021,] 2020, [removed: 2019] and [removed: 2018](#IS)] [added: 201](#IS)9] | F-4 |

Rewritten

| [Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [added: 2021,] 2020, [removed: 2019] and [removed: 2018](#CI)] [added: 201](#CI)9] | F-5 |

Rewritten

| [Consolidated Statements of Shareholders’ Deficit for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#SE)] [added: 201](#SE)9] | F-6 |

Rewritten

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2021,] 2020, [removed: 2019] and [removed: 2018](#CF)] [added: 201](#CF)9] | F-7 |

Rewritten

We have audited the accompanying consolidated balance sheets of SBA Communications Corporation and Subsidiaries (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] and the related notes and financial statement schedule listed in the index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

Rewritten

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

Rewritten

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated [removed: February 25, 2021] [added: March 1, 2022] expressed an unqualified opinion thereon.

Rewritten

| *Description of the Matter* | | As more fully described in Note 2 to the consolidated financial statements, the Company recognizes a right-of-use asset and a lease liability for its operating lease contracts, initially measured at the present value of the lease payments. As of December 31, [removed: 2020,] [added: 2021,] the Company had [removed: $2.4] [added: $2.3] billion of operating lease right-of-use assets, net, [removed: $234.6] [added: $236.8] million of current operating lease liabilities, and [removed: $2.1] [added: $2.0] billion of long-term lease liabilities. For the period ended December 31, [removed: 2020,] [added: 2021,] the total operating lease right-of-use assets obtained for new operating lease liabilities were [removed: $78.7] [added: $33.3] million and adjustments associated with lease modifications and reassessments were [removed: $10.6] [added: $36.8] million. The Company’s primary operating lease obligations are its long-term lease contracts for land that underlies its tower structures. The Company’s ground leases generally do not provide a readily determinable implicit discount rate. When the rate implicit in the lease is not readily determinable, the Company calculates the present value of the lease payments by estimating the Company’s incremental borrowing rate (“IBR”). The IBR is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term in a similar economic environment. The process to estimate the Company’s IBR includes the use of unobservable inputs and considers the public credit rating of the Company, observable debt yields of the Company and the related debt’s seniority, adjustments for leases denominated in different currencies, and the remaining lease term. The Company’s ground lease liabilities require reassessment of the lease terms or lease payments as a result of contract modifications, addition of significant leasehold improvements which impact the assessment of optional renewals that are reasonably certain of being exercised, or the exercise of renewal options by tenants, which differ from prior expectations. The IBR is computed on a lease-by-lease basis upon each of these reassessments. Auditing the Company’s accounting for ground leases was complex and involved a high degree of subjective auditor judgment because of the significant judgment exercised by the Company to account for ground leases. The IBR is estimated using the unobservable inputs discussed above related to the collateral and term of the leased assets, and the related lease liability is sensitive to changes in the Company's IBR. The determination of [added: the] lease term requires evaluating renewal options in making the determination of the period for which the Company is reasonably certain to remain on the site. The frequency with which leases must be reassessed adds to the complexity associated with auditing the ground lease related balances. |

Rewritten

| | | [added: | | | |] 2020 | | | 2019 | [removed: |]

Rewritten

| Cash and cash equivalents | | $ | [added: 367,278 | | $ |] 308,560 | | $ | 108,309 | [added: | |]

Rewritten

| Restricted cash | | | [removed: 31,671] [added: 65,561] | | | [removed: 30,243] [added: 31,671] |

Rewritten

| Accounts receivable, net | | | [removed: 74,088] [added: 101,950] | | | [removed: 132,125] [added: 74,088] |

Rewritten

| Costs and estimated earnings in excess of billings on uncompleted contracts | | | [removed: 34,796] [added: 48,844] | | | [removed: 26,313] [added: 34,796] |

Rewritten

| Prepaid expenses and other current assets | | | [removed: 23,875] [added: 30,813] | | | [removed: 37,281] [added: 23,875] |

Rewritten

| Total current assets | | | [removed: 472,990] [added: 614,446] | | | [removed: 334,271] [added: 472,990] |

Rewritten

| Property and equipment, net | | | [removed: 2,677,326] [added: 2,575,487] | | | [removed: 2,794,602] [added: 2,677,326] |

Rewritten

| Intangible assets, net | | | [removed: 3,156,150] [added: 2,803,247] | | | [removed: 3,626,773] [added: 3,156,150] |

Rewritten

| Other assets | | | [removed: 477,992] [added: 575,644] | | | [removed: 432,078] [added: 477,992] |

Rewritten

| Total assets | | $ | [removed: 9,158,018] [added: 9,801,699] | | $ | [removed: 9,759,941] [added: 9,158,018] |

Rewritten

| Accounts payable | | $ | [removed: 109,969] [added: 34,066] | | $ | [removed: 31,846] [added: 109,969] |

Rewritten

| Accrued expenses | | | [removed: 63,031] [added: 68,070] | | | [removed: 67,618] [added: 63,031] |

Rewritten

| Current maturities of long-term debt | | | 24,000 | | | [removed: 522,090] [added: 24,000] |

Rewritten

| Deferred revenue | | | [removed: 113,117] [added: 184,380] | | | [removed: 113,507] [added: 113,117] |

Rewritten

| Accrued interest | | | [removed: 54,350] [added: 49,096] | | | [removed: 49,269] [added: 54,350] |

Rewritten

| Current lease liabilities | | | [removed: 236,037] [added: 238,497] | | | [removed: 247,015] [added: 236,037] |

Rewritten

| Other current liabilities | | | [removed: 14,297] [added: 18,222] | | | [removed: 16,948] [added: 14,297] |

Rewritten

| Total current liabilities | | | [removed: 614,801] [added: 616,331] | | | [removed: 1,048,293] [added: 614,801] |

Rewritten

| Long-term debt, net | | | [removed: 11,071,796] [added: 12,278,694] | | | [removed: 9,812,335] [added: 11,071,796] |

New in FY2021

| Date: | March 1, 2022 |

New in FY2021

March 1, 2022

New in FY2021

| | | 2021 | | | 2020 | |

New in FY2021

| Acquired and other right-of-use assets, net | | | 964,405 | | | 4,202 |

New in FY2021

| Adjustments related to interest rate swaps | | — | | | — | | | — | | | — | | | 93,087 | | | 93,087 |

New in FY2021

| Repurchase and retirement of common stock | | (1,880) | | | (19) | | | — | | | (582,559) | | | — | | | (582,578) |

New in FY2021

| attributable to SBA Communications Corporation | | — | | | — | | | — | | | — | | | (47,814) | | | (47,814) |

New in FY2021

| on common stock | | — | | | — | | | — | | | (254,568) | | | — | | | (254,568) |

New in FY2021

| noncontrolling interests | | — | | | — | | | (2,806) | | | — | | | — | | | (2,806) |

New in FY2021

| Contribution from joint venture partner | | | | | | | | | | | | | | | | | |

New in FY2021

| for noncontrolling interest | | — | | | — | | | (2,500) | | | — | | | — | | | (2,500) |

New in FY2021

| BALANCE, December 31, 2021 | | 108,956 | | $ | 1,089 | | $ | 2,681,347 | | $ | (7,203,531) | | $ | (762,309) | | $ | (5,283,404) |

New in FY2021

| Net income | | $ | 237,624 | | $ | 24,047 | | $ | 147,284 |

New in FY2021

| Depreciation, accretion, and amortization | | | 700,161 | | | 721,970 | | | 697,078 |

New in FY2021

| Payments related to taxes on net settlement of stock options and restricted stock units | | | (71,904) | | | (45,080) | | | (14,088) |

New in FY2021

(in thousands)

New in FY2021

*Site leasing revenues*

New in FY2021

*Site development revenues*

New in FY2021

*Accounts receivable*

New in FY2021

All of these payments have been received by the Company.

New in FY2021

During the year ended December 31, 2021, the Company repaid $149.9 million of the intercompany loans.

New in FY2021

acquisition date that, if known, would have resulted in a revised estimated value of those assets and/or liabilities as of that date.

New in FY2021

| | | | | | 2021 | | | 2020 | |

New in FY2021

In the United States and our international markets, ground leases and other property interests provide for rent escalators which typically average 2\-3% annually or, in certain international markets, adjust in accordance with an inflationary index.

New in FY2021

*Acquired right-of-use assets.* During the year ended December 31, 2021, the Company acquired the exclusive right to lease and operate 713 utility transmission structures, which included existing wireless tenant licenses from PG&E for $972.0 million.

New in FY2021

The Company accounted for the payment with respect to these sites as a right-of-use asset, which is recorded in Acquired and other right-of-use assets, net on its Consolidated Balance Sheets.

New in FY2021

The payments associated with the right of use of these structures has been fully funded and will be recognized over 70 years (see Note 7).

New in FY2021

In addition, on January 4, 2022, the Company closed on 1,445 sites for $176.1 million under the previously announced deal with Airtel Tanzania.

New in FY2021

Of the 1,445 sites acquired, 482 towers will be initially recorded in Acquired and other right-of-use assets, net on its Consolidated Balance Sheets until the full transfer of title for these towers is completed, which the Company anticipates to be in tranches through the end of the second quarter of 2023.

New in FY2021

During this period of time, the Company has all the economic rights and obligations related to these towers (see Note 7).

New in FY2021

(1)Amounts include amortization of acquired right-of-use assets.

New in FY2021

Company to terminate the lease.

New in FY2021

An entity may elect to apply the amendments prospectively through December 31, 2022.

New in FY2021

The ICE Benchmark Administration Limited (“IBA”) ceased the publication of USD LIBOR for the 1 week and 2 month tenors on December 31, 2021 and will cease all other tenors on June 30, 2023.

New in FY2021

On July 7, 2021, the Company amended its Credit Facility to provide mechanics relating to a transition away from LIBOR as a benchmark interest rate and the replacement of LIBOR by an alternative benchmark rate.

New in FY2021

Refer to Note 11 for further discussion of the Credit Facility.

New in FY2021

| | | 2021 | | | 2020 | | | 2019 | |

New in FY2021

expenses, and (4) management fees.

New in FY2021

| | | $ | 43,190 | | $ | 33,002 |

New in FY2021

| | | $ | 43,190 | | $ | 33,002 |

Dropped from FY2020

| Date: | February 25, 2021 |

Dropped from FY2020

| | | |

Dropped from FY2020

| /s/ Brian C. Carr | Director | February 25, 2021 |

Dropped from FY2020

| Brian C. Carr | | |

Dropped from FY2020

Adoption of ASU No. 2016-02

Dropped from FY2020

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases in 2019 due to the adoption of Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842), and the related amendments.

Dropped from FY2020

February 25, 2021

Dropped from FY2020

| Right-of-use assets, net | | | 2,373,560 | | | 2,572,217 |

Dropped from FY2020

| | | | | | | | | | |

Dropped from FY2020

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

Dropped from FY2020

| BALANCE, December 31, 2017 | | 116,446 | | $ | 1,164 | | $ | 2,167,470 | | $ | (4,388,288) | | $ | (379,460) | | $ | (2,599,114) |

Dropped from FY2020

| Repurchase and retirement of common stock | | (4,975) | | | (50) | | | — | | | (795,531) | | | — | | | (795,581) |

Dropped from FY2020

| Corporation | | — | | | — | | | — | | | — | | | (132,445) | | | (132,445) |

Dropped from FY2020

| Corporation | | — | | | — | | | — | | | — | | | (14,729) | | | (14,729) |

Dropped from FY2020

| Repayment of Term Loans | | | (24,000) | | | (24,000) | | | (1,947,000) |

Dropped from FY2020

| Proceeds from issuance of Term Loans, net of fees | | | — | | | — | | | 2,377,218 |

Dropped from FY2020

(1)Certain reclassifications of the prior years’ amounts have been made to conform to the current year’s presentation.

Dropped from FY2020

receivable and four annual installment payments.

Dropped from FY2020

Two of these payments were received by the Company since March 2019.

Dropped from FY2020

The remaining balance is expected to be fully paid by 2022.

Dropped from FY2020

future restoration probabilities, intent in renewing existing ground leases through lease termination dates, current and future value and timing of estimated restoration costs and the credit adjusted risk-free rate used to discount future obligations.

Dropped from FY2020

The Company accrues for contingent consideration in connection with business combinations at fair value as of the date of the acquisition.

Dropped from FY2020

All subsequent changes in fair value of contingent consideration payable in cash are recorded through Consolidated Statements of Operations.

Dropped from FY2020

The consolidated financial statements for 2020 and 2019 are presented under the new standard,

Dropped from FY2020

while the 2018 comparative period presented is not adjusted and continues to be reported in accordance with the Company's historical accounting policy.

Dropped from FY2020

| Financing lease right-of-use assets, net | | | | | | 4,202 | | | 4,710 |

Dropped from FY2020

| Right-of-use assets, net | | | | | $ | 2,373,560 | | $ | 2,572,217 |

Dropped from FY2020

The most common provisions provide for fixed rent escalators which typically average 2\-3% annually.

Dropped from FY2020

The Company also has ground leases that include consumer price index escalators, particularly in its South American and South African operations.

Dropped from FY2020

The amendments are effective for all entities as of March 12, 2020 through December 31, 2022.

Dropped from FY2020

The fair value of the Revolving Credit Facility is considered to approximate the carrying value because the interest payments are based on Eurodollar rates that reset monthly or more frequently.

Dropped from FY2020

For discussion of the Company’s derivatives and hedging activities, refer to Note 1 and Note 22.

Dropped from FY2020

| | | $ | 33,002 | | $ | 24,892 |

Dropped from FY2020

| Prepaid ground rent | | $ | 1,412 | | $ | 1,632 |

Dropped from FY2020

| Other | | | 11,189 | | | 27,722 |

Dropped from FY2020

The cash consideration is included herein.

Dropped from FY2020

Includes amounts paid related to the acquisition of data centers for the years ended December 31, 2020 and 2019.

Dropped from FY2020

Subsequent to December 31, 2020, the Company acquired 25 towers and related assets for $8.4 million in cash.

Dropped from FY2020

In addition, on February 16, 2021, the Company closed on the acquisition of wireless tenant licenses on 697 utility transmission structures related to the previously announced PG&E transaction for $954.0 million of cash consideration.

Dropped from FY2020

The balance of the PG&E transaction is anticipated to close by the end of the third quarter.

An excerpt. Shown here: 40 of 544 rewritten, 40 of 176 added and 40 of 139 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2021 filing and the FY2020 filing.