SBA Communications (SBAC) 10-K risk factor changes: FY2022 vs FY2021

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

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

We currently expect that this churn will represent an aggregate of between $140.0 million and $190.0 million of cash site leasing revenue [removed: over the next six years.][added: through 2028.]

[removed: In] [added: For example, in] Brazil, [removed: as a result of Oi S.A.’s (“Oi”) recent] [added: Oi’s] restructuring, [removed: the Court has approved] [added: which was substantially completed in December 2022, resulted in] the sale of all of Oi’s wireless [removed: tower] assets to the three other telecommunications providers in Brazil: Telefonica, Claro, and TIM.

If our [added: domestic or international] wireless service provider customers continue to [removed: consolidate as a result of, among other factors, limited wireless spectrum,] [added: consolidate,] these consolidations could significantly impact the number of [added: our] tower leases that are not renewed or the number of new leases that our wireless service provider customers require to expand their networks, which could materially and adversely affect our future operating [removed: results and our ability to service our indebtedness.][added: results.]

Consequently, a reduction in demand for site leasing, reduced future capital expenditures [added: or operating expenses] on the networks, or the loss, as a result of bankruptcy, merger with other customers of ours or otherwise, of any of our largest customers could materially decrease our revenue and have an adverse effect on our growth.

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

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

[removed: 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.

| Percentage of Total Revenues | | | | [removed: 2021] [added: 2022] | | [removed: 2020] [added: 2021] | | [removed: 2019] [added: 2020] |

| T-Mobile [removed: (1)] | | | | [removed: 36.2%] [added: 36.4%] | | [removed: 34.5%] [added: 36.2%] | | [removed: 35.1%] [added: 34.5%] |

| AT&T Wireless | | | | [removed: 22.2%] [added: 19.6%] | | [removed: 24.1%] [added: 22.2%] | | [removed: 23.8%] [added: 24.1%] |

| Verizon Wireless | | | | [removed: 14.7%] [added: 14.5%] | | [removed: 14.1%] [added: 14.7%] | | [removed: 14.0%] [added: 14.1%] |

| Percentage of Domestic Site Leasing Revenue | | | | [removed: 2021] [added: 2022] | | [removed: 2020] [added: 2021] | | [removed: 2019] [added: 2020] |

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

| AT&T Wireless | | | | [removed: 30.5%] [added: 29.0%] | | [removed: 32.2%] [added: 30.5%] | | [removed: 32.1%] [added: 32.2%] |

| Verizon Wireless | | | | [removed: 19.8%] [added: 20.1%] | | [removed: 18.5%] [added: 19.8%] | | [removed: 18.6%] [added: 18.5%] |

| Percentage of International Site Leasing Revenue | | | | [removed: 2021] [added: 2022 (1)] | | [removed: 2020] [added: 2021] | | [removed: 2019] [added: 2020] |

| Oi S.A. | | | | [removed: 28.3%] [added: 3.9%] | | [removed: 28.7%] [added: 28.3%] | | [removed: 31.3%] [added: 28.7%] |

| Telefonica | | | | [removed: 16.3%] [added: 20.7%] | | [removed: 18.1%] [added: 16.3%] | | [removed: 26.9%] [added: 18.1%] |

| Claro | | | | [removed: 13.7%] [added: 19.0%] | | [removed: 14.5%] [added: 13.7%] | | [removed: 11.6%] [added: 14.5%] |

| Percentage of Site Development Revenue | | | | [removed: 2021] [added: 2022] | | [removed: 2020] [added: 2021] | | [removed: 2019] [added: 2020] |

| T-Mobile [removed: (1)] | | | | [removed: 78.2%] [added: 80.1%] | | [removed: 66.8%] [added: 78.2%] | | [removed: 67.5%] [added: 66.8%] |

The following table sets forth our total principal amount of debt and shareholders’ deficit as of December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021:]

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

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

| Total principal amount of indebtedness | | [removed: | | |] $ | [removed: 12,396,000] [added: 12,952,000] | | $ | [removed: 11,180,000] [added: 12,396,000] |

| Shareholders' deficit | | [removed: | | |] $ | [removed: (5,283,404)] [added: (5,276,315)] | | $ | [removed: (4,824,382)] [added: (5,283,404)] |

As a consequence of our indebtedness, (1) demands on our cash resources may increase, (2) we are subject to restrictive covenants that further limit our financial and operating [removed: flexibility] [added: flexibility,] and (3) we may choose to institute self-imposed limits on our indebtedness based on certain considerations including market interest rates, our relative leverage and our strategic plans.

- we may find it more difficult to obtain additional financing to fund future working capital, capital [removed: expenditures] [added: expenditures,] and other general corporate requirements that would be in our best long-term interests;

- we may be required to dedicate a substantial portion of our cash flow from operations to the payment of principal and interest on our debt, reducing the available cash flow to fund other investments, including share repurchases, tower [removed: acquisition] [added: acquisition,] and new build capital expenditures, or to satisfy our REIT distribution requirements;

As of December 31, [removed: 2021,] [added: 2022,] this indebtedness represented approximately [removed: $2.7] [added: $3.0] billion, or [removed: 21.5%] [added: 23.3%] of our total indebtedness.

Interest rates, including [removed: LIBOR,] [added: LIBOR and SOFR,] fluctuate periodically and as such may increase in future periods.

Due to inflationary pressures on the U.S. [removed: economy,] [added: economy and governmental action to combat inflation, interest rates have risen significantly in the past 12 months, and] it appears likely that interest rates will increase during [removed: 2022] [added: 2023] and may continue to increase, which [removed: may] [added: will likely increase our interest expense on our variable rate indebtedness and] decrease our net income.

As of December 31, [removed: 2021,] [added: 2022,] we had interest rate swaps on a portion of our 2018 Term Loan that fixed $1.95 billion in notional value [removed: for approximately 4.25 years] receiving interest at one-month LIBOR plus 175 basis points and paying a fixed rate of 1.874%.

The [removed: IBA] [added: ICE Benchmark Administration Limited (“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.

[removed: The] [added: These reforms caused the establishment of the] U.S. Federal Reserve of New York’s ARRC working [removed: group is proposing] [added: group, which proposed] to replace U.S. dollar LIBOR with [added: the] Secured Overnight Financing Rate (SOFR), which is calculated based on repurchase agreements [added: entered into] with the Federal Reserve which are fully secured by U.S. treasury securities.

This alternative rate, [removed: if adopted,] [added: or a rate similar to SOFR,] would be used to calculate our interest rates and/or payments on our variable rate indebtedness under our Credit Agreement, which matures beyond [removed: 2021.][added: 2023.]

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

As such, the potential [added: long-term] effect of any such event is uncertain, but [removed: were it to occur,] our cost of capital, financial results, cash [removed: flows] [added: flows,] and results of operations [removed: may] [added: might] be adversely affected.

Our domestic and international wireless service providers have and may continue to be subject to consolidation pressures arising from competitive pressures, spectrum limitations, the significant capital expenditures necessary to build out national networks on evolving technology and governmental policies seeking to limit the telecommunications infrastructure footprint within a market.

Internationally, Oi S.A. (“Oi”) in Brazil and some of our wireless service providers in Central America have recently used consolidation to address financial or other competitive pressures.

We expect this sale to result in churn of between $23.0 million and $33.0 million (including churn on our recently acquired sites from Grupo TorreSur (“GTS”)).

While our leases with Oi have an average of six years remaining on the current term, we expect that churn associated with these leases could occur sooner than the current term end dates depending upon negotiations with each of the carriers.

If DISH Wireless is unable

| TIM | | | | 17.3% | | 7.2% | | 7.0% |

(1)Amounts reflect the sale of Oi’s wireless assets to Telefonica, Claro, and TIM.

| | | | | | | |

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

| | | | | | | |

| | | 2022 | | | 2021 | |

| | | | | | | |

The ability and willingness of wireless services providers to maintain or increase capital expenditures may be adversely affected by macroeconomic conditions, such as increases in interest rates and inflation, as well as the impact of governmental steps taken to combat inflation.

Higher interest rates increase the economic cost of available capital and may make it less favorable for wireless service providers to obtain capital for investment.

Wireless capital expenditures may also be adversely impacted by service provider decisions on debt levels, dividends, free cash flow goals, and a variety of other factors.

LIBOR was available in its current form.

consummating agreements to acquire such towers.

tenant leases, ground leases and other property interests, and other tower-related expenses are denominated in local currency.

Potential periods of economic downturn or decreases in discretionary income may also reduce consumer spending on, and demand for additional or higher quality wireless services.

Although this issue has been substantially resolved, the deployment of new technologies has resulted, and may continue to result, in unexpected issues that could increase the cost or delay the deployment of new technologies.

Brazil adopted a new telecommunications law in 2021 that provides that these concessions may be converted into perpetual authorizations at the end of their terms and that provides a seller and/or the Brazilian government rights to sell the land underlying these assets.

However, the amount, if any, that would be required to be paid to convert these concessions into authorizations and/or that we would be required to pay to purchase such interests has not yet been determined.

challenging to analyze and verify all relevant information with respect to the assets being acquired.

If any default

Effective December 31, 2022, two of our senior executive officers retired and were replaced with internal executives, and on February 21, 2023, we announced that Jeffrey A.

Cavanagh, our Executive Vice President and Chief Financial Officer, would assume the position of Chief Executive Officer.

In connection with the transition of these senior executive officers, there is a risk that our new executives may not have the same level of institutional knowledge or industry relationships as their predecessors or that we may not be able to retain these executives long-term.

We may be subject to potentially significant fines,

We are subject to income tax and other taxes in the geographic areas where we hold assets or operate, and we periodically receive notifications of audits, assessments, or other actions by taxing authorities.

In certain jurisdictions, taxing authorities may issue notices and assessments that may not be reflective of the actual tax liability for which we will ultimately be liable.

In connection with a current assessment in Brazil, the taxing authorities have issued income tax deficiencies related to purchase accounting adjustments for tax years 2016 through 2019.

We disagree with the assessment and have filed an appeal with the higher appellate taxing authorities as we believe the proposed adjustments are without merit.

We will continue to vigorously contest the adjustments and expect to exhaust all administrative and judicial remedies necessary to resolve the matters, which could be a lengthy process.

There can be no assurance that these matters will be resolved in our favor, and an adverse outcome, or any future tax examinations involving similar assertions, could have a material effect on our results of operations or cash flows in any one period.

As of December 31, 2022, we estimate the aggregate range of reasonably possible losses in excess of amounts accrued to be between zero and $89.7 million (excluding penalties and interest which, as of such date would have been $79.5 million).

As a result, we may be required to liquidate assets in adverse market conditions or forgo otherwise attractive investments.

These actions may reduce our income and amounts available for distributions to our shareholders.

creation of reserves or required debt or amortization payments.

In addition, while the Senior Credit Agreement permits our subsidiaries to make distributions to us to satisfy our REIT distribution requirements, this authority is subject to condition that our subsidiaries are not then in default of their payment obligations under the Senior Credit Agreement or that we or any of our subsidiaries have filed an action relating to bankruptcy, insolvency, reorganization or relief of debtors.

If we continue our international expansion, we

Our wireless service providers have and may continue to be subject to consolidation pressures.

Consolidation of wireless service providers has also occurred in some of our international markets and could continue to occur.

For example, in January 2019, Claro acquired Telefonica’s assets in Guatemala; in July 2020, Liberty Latin America acquired Telefonica’s assets in Costa 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.

Furthermore, Telefonica has announced it may reduce its operations in its Latin American markets, other than Brazil.

The sale received regulatory and anti-trust authorizations, and we have received a preliminary listing of which assets will be assigned to each

carrier.

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.

As of December 31, 2021, our leases with Oi have an average remaining current term of approximately 12.4 years.

These risks could be exacerbated due to changes in governmental policy that may favor industry consolidation.

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

| | | | | | | | | | |

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

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

These reforms will cause the establishment of an alternative reference rate(s).

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.

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

The site

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

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.

material adverse effect.

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

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

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.

We cannot guarantee that we will be successful in retaining the services of these key personnel.

Although we have employment agreements with Jeffrey A.

Bagwell, our Executive Vice President and President—International, Thomas P.

Hunt, our Executive Vice President, Chief Administrative Officer and General Counsel, and Brendan T.

Cavanagh, our Executive Vice President and Chief Financial Officer, these agreements do not ensure that those members will continue with us in their current capacity for any particular period of time.

We do not have employment agreements with any of our other key personnel.

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.

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

The 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.

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.

In addition, the pandemic continues to significantly impact worldwide economic conditions, including negatively impacting economic growth and creating disruption and volatility in the global financial and capital markets.

Among other things, the pandemic and the responsive measures that have been adopted may adversely affect:

the ability of our suppliers and vendors to provide products and services to us;

demand for our wireless infrastructure, including as a result of decreases in consumer spending;

our ability to build new towers or the ability of our customers to install new antennas on an existing tower, including as a result of delays or suspensions in the issuance of permits or other authorizations needed to increase the number of our tenants or amend our tenant leases;

the availability and cost of skilled employees and contractors;

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

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

Our primary business line is our site leasing business, which contributed [removed: 97.4%] [added: 96.2%] of our total segment operating profit for the year ended December 31, [removed: 2021.][added: 2022.]

In our site leasing business, we (1) lease [removed: antenna] space to wireless service providers [added: and other customers] on [removed: towers] [added: assets] that we own or operate and (2) manage rooftop and tower sites for property owners under various contractual arrangements.

As of December 31, [removed: 2021,] [added: 2022,] we owned [removed: 34,177] [added: 39,311] towers, a substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers.

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

As of December 31, [removed: 2021,] [added: 2022,] no U.S. state or territory accounted for more than 10% of our total tower portfolio by tower count, and no U.S. state or territory accounted for more than 10% of our total revenues for the year ended December 31, [removed: 2021.][added: 2022.]

In addition, as of December 31, [removed: 2021,] [added: 2022,] approximately 30% of our total towers are located in Brazil and no other international [removed: markets] [added: market] (each country is considered a market) represented more than [removed: 4%] [added: 5%] of our total towers.

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

[removed: In Tanzania,] [added: Our] tenant leases [removed: typically] [added: either (1) contain specific annual rent escalators, (2)] escalate [added: annually in accordance with an inflationary index, or (3) escalate] using a combination of fixed and inflation adjusted escalators.

In [removed: South Africa, our site leases contain pass through charges related to utilities and, in Tanzania,] [added: addition,] our [added: international] site leases [added: may] include [removed: components] [added: pass-through charges, such as rent] related to [removed: utilities] [added: ground leases] and [added: other property interests, utilities, property taxes, and] fuel.

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

- Cash and non-cash rental expense on ground [removed: leases] [added: leases, right-of-use,] and other underlying property interests;

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

As of December 31, [removed: 2021,] [added: 2022,] approximately [removed: 72%] [added: 70%] 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.

In [removed: our Central American markets and] Ecuador, [added: El Salvador, Guatemala, Nicaragua, and Panama,] significantly all of our revenue, expenses, and capital expenditures arising from our new build activities are denominated in U.S. dollars.

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

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

| total operating profit | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | |

| Domestic site leasing | | | [removed: 80.7%] [added: 77.0%] | | | [removed: 81.0%] [added: 80.7%] | | | [removed: 80.7%] [added: 81.0%] |

| International site leasing | | | [removed: 16.7%] [added: 19.2%] | | | [removed: 17.4%] [added: 16.7%] | | | [removed: 17.0%] [added: 17.4%] |

| Total site leasing | | | [removed: 97.4%] [added: 96.2%] | | | [removed: 98.4%] [added: 97.4%] | | | [removed: 97.7%] [added: 98.4%] |

We believe that the site leasing business continues to be attractive due to its long-term contracts, built-in rent escalators, high operating margins, and low customer churn (which refers to when a customer does not renew its lease or cancels its lease prior to the end of its term) other than in connection with customer consolidation or [removed: cessation] [added: cessations] of [removed: a particular] [added: specific] technology.

We believe that over the long-term, site leasing revenues will continue to grow as wireless service providers lease additional antenna space on our towers due to increasing minutes of network use and data transfer, network [removed: expansion] [added: expansion,] and network coverage requirements.

During [removed: 2022,] [added: 2023,] we expect organic site leasing revenue in both our domestic and international segments to increase over [removed: 2021] [added: 2022] levels due in part to wireless carriers deploying unused spectrum.

We believe our site leasing business is characterized by stable and long-term recurring revenues, predictable operating [removed: costs] [added: costs,] and minimal non-discretionary capital expenditures.

We currently expect that this churn will represent an aggregate of between $140.0 million and $190.0 million of cash site leasing revenue [removed: over the next six years.][added: through 2028.]

Site development revenues are earned primarily from providing a full range of [removed: end to end] [added: end-to-end] services to wireless service providers or companies providing development or project management services to wireless service providers.

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

[removed: The impact and any associated risks related to these policies on our] business operations is discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” where such policies affect reported and expected financial results.

For a detailed discussion on the application of these and other accounting policies, see Note 2 of our Consolidated Financial Statements for the year ended December 31, [removed: 2021,] [added: 2022,] included herein.

Revenue from site leasing is recognized on a straight-line basis over the current term of the related lease agreements, which are generally five years to [removed: 10] [added: 15] years.

Revenue from site leasing represents [removed: 91%] [added: 89%] of our total revenue for the year ended December 31, [removed: 2021.][added: 2022.]

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

The site development segment represents approximately [removed: 9%] [added: 11%] of our total revenues for the year ended December 31, [removed: 2021.][added: 2022.]

The accounts receivable balance for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] was [removed: $102.0] [added: $184.4] million and [removed: $74.1] [added: $102.0] million, respectively, of which [removed: $24.6] [added: $59.6 million] and [removed: $14.3] [added: $24.6] million related to the site development segment, respectively.

[removed: This standard] [added: ASU No. 2016-02, Leases (“Topic 842”)] requires all lessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments.

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

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

ASU [removed: 2020-04 and] [added: 2020-04,] ASU 2021-01, [added: and ASU 2022-06,] Reference Rate Reform, provide optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, [removed: 2022,] [added: 2024,] except for hedging relationships existing as of December 31, [removed: 2022,] [added: 2024,] that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship.

We derive site leasing revenues from all the major carriers in each of the 16 countries in which we operate.

Our ground leases typically either (1) contain specific annual rent escalators or (2) escalate annually in accordance with an inflationary index.

The impact and any associated risks related to these policies on our

Therefore, we estimate the

| Domestic site leasing | | $ | 1,777,593 | | $ | 1,681,372 | | $ | — | | $ | 96,221 | | | 5.7% |

| International site leasing | | | 558,982 | | | 422,715 | | | 4,432 | | | 131,835 | | | 31.2% |

| Site development | | | 296,879 | | | 204,747 | | | — | | | 92,132 | | | 45.0% |

| Total | | $ | 2,633,454 | | $ | 2,308,834 | | $ | 4,432 | | $ | 320,188 | | | 13.9% |

| Domestic site leasing | | $ | 264,149 | | $ | 258,612 | | $ | — | | $ | 5,537 | | | 2.1% |

| International site leasing | | | 181,536 | | | 127,779 | | | 880 | | | 52,877 | | | 41.4% |

| Site development | | | 222,965 | | | 159,093 | | | — | | | 63,872 | | | 40.1% |

| Total | | $ | 668,650 | | $ | 545,484 | | $ | 880 | | $ | 122,286 | | | 22.4% |

| Domestic site leasing | | $ | 1,513,444 | | $ | 1,422,760 | | $ | — | | $ | 90,684 | | | 6.4% |

| International site leasing | | | 377,446 | | | 294,936 | | | 3,552 | | | 78,958 | | | 26.8% |

| Site development | | | 73,914 | | | 45,654 | | | — | | | 28,260 | | | 61.9% |

licenses on 719 utility transmission structures from the PG&E transaction) and 19 towers built since January 1, 2021, partially offset by lease non-renewals.

| | | 2022 | | | 2021 | | | Currency Impact | | | Currency Change | | | % Change | |

| International site leasing | | | 62,911 | | | 37,768 | | | (712) | | | 25,855 | | | 68.5% |

| Total site leasing | | $ | 165,530 | | $ | 153,226 | | $ | (712) | | $ | 13,016 | | | 8.5% |

| Site development | | | 22,911 | | | 20,636 | | | — | | | 2,275 | | | 11.0% |

| Other | | | 73,412 | | | 46,167 | | | — | | | 27,245 | | | 59.0% |

| Total | | $ | 261,853 | | $ | 220,029 | | $ | (712) | | $ | 42,536 | | | 19.3% |

On a constant currency basis, selling, general, and administrative expenses increased $42.5 million.

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

| | | 2022 | | | 2021 | | | Currency Impact | | | Currency Change | | | % Change | |

| International site leasing | | | 9,280 | | | 12,763 | | | (184) | | | (3,299) | | | (25.8%) |

| Total site leasing | | $ | 43,160 | | $ | 32,898 | | $ | (184) | | $ | 10,446 | | | 31.8% |

| Total | | $ | 43,160 | | $ | 33,044 | | $ | (184) | | $ | 10,300 | | | 31.2% |

| | | 2022 | | | 2021 | | | Currency Impact | | | Currency Change | | | % Change | |

| Domestic site leasing | | $ | 489,072 | | $ | 514,234 | | $ | — | | $ | (25,162) | | | (4.9%) |

| International site leasing | | | 209,563 | | | 177,059 | | | 1,810 | | | 30,694 | | | 17.3% |

| Total site leasing | | $ | 698,635 | | $ | 691,293 | | $ | 1,810 | | $ | 5,532 | | | 0.8% |

| Site development | | | 2,521 | | | 2,295 | | | — | | | 226 | | | 9.8% |

| Other | | | 6,420 | | | 6,573 | | | — | | | (153) | | | (2.3%) |

| Total | | $ | 707,576 | | $ | 700,161 | | $ | 1,810 | | $ | 5,605 | | | 0.8% |

International site leasing depreciation, accretion, and amortization expense increased $32.5 million for the year ended December 31, 2022, as compared to the prior year.

These changes were primarily due to the increase in the number of towers we acquired and built since January 1, 2021, partially offset by the impact of assets that became fully depreciated since the prior year period.

| | | 2022 | | | 2021 | | | Currency Impact | | | Currency Change | | | % Change | |

| Domestic site leasing | | $ | 874,593 | | $ | 758,481 | | $ | — | | $ | 116,112 | | | 15.3% |

| International site leasing | | | 82,165 | | | 54,177 | | | 2,581 | | | 25,407 | | | 46.9% |

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

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

Wireless service providers enter into tenant leases with us, each of which relates to the lease or use of space at an individual site.

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.

In our South American markets, South Africa, and the Philippines, tenant leases typically escalate annually in accordance with an inflationary index.

Site leases in our South 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.

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

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.

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

Funds From Operations per share.

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

COVID-19 Update

We have experienced minimal impact to our business or results of operations from the coronavirus (COVID-19) pandemic.

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

While the full impact of COVID-19 is not yet known, we will continue to monitor these developments and the potential effects on our business.

available measure of progress on the contracts.

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

The adoption of the new lease standard had a significant impact on our Consolidated Balance Sheets but did not have a significant impact on our lease classification or a material impact on our Consolidated Statements of Operations and liquidity.

Additionally, the adoption of Topic 842 did not have a material impact on our debt covenant compliance under our current agreements.

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

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

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

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

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

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

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

| Domestic site leasing | | $ | 258,612 | | $ | 256,673 | | $ | — | | $ | 1,939 | | | 0.8% |

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

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

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

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

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

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

| | | (in thousands) | | | | | | | | | | | | | |

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

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

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

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

| Total | | $ | 220,029 | | $ | 194,267 | | $ | (271) | | $ | 26,033 | | | 13.4% |

Acquisition and New Business Initiatives Related Adjustments and Expenses:

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: 2021:][added: 2022:]

| | | [removed: 2022 | | |] 2023 | | | 2024 | | | 2025 | | | 2026 | | | [added: 2027 | | |] Thereafter | | | Total | | | Fair Value | |

| Revolving Credit Facility | | $ | — | | $ | — | | $ | — | | $ | [removed: —] [added: 720,000] | | $ | [removed: 350,000] [added: —] | | $ | — | | $ | [removed: 350,000] [added: 720,000] | | $ | [removed: 350,000] [added: 720,000] |

| 2018 Term Loan | | | 24,000 | | | 24,000 | | | [removed: 24,000] [added: 2,244,000] | | | [removed: 2,244,000] [added: —] | | | — | | | — | | | [removed: 2,316,000] [added: 2,292,000] | | | [removed: 2,289,945] [added: 2,280,540] |

| 2014-2C Tower Securities (1) | | | — | | | [removed: —] [added: 620,000] | | | [removed: 620,000] [added: —] | | | — | | | — | | | — | | | 620,000 | | | [removed: 641,793] [added: 598,480] |

| 2019-1C Tower Securities (1) | | | — | | | — | | | [removed: —] [added: 1,165,000] | | | [removed: 1,165,000] [added: —] | | | — | | | — | | | 1,165,000 | | | [removed: 1,174,728] [added: 1,095,776] |

| 2020-1C Tower Securities (1) | | | — | | | — | | | — | | | [removed: —] [added: 750,000] | | | [removed: 750,000] [added: —] | | | — | | | 750,000 | | | [removed: 746,498] [added: 665,633] |

| 2020-2C Tower Securities (1) | | | — | | | — | | | — | | | — | | | — | | | 600,000 | | | 600,000 | | | [removed: 605,268] [added: 506,574] |

| 2021-1C Tower Securities (1) | | | — | | | — | | | — | | | [removed: —] [added: 1,165,000] | | | [removed: 1,165,000] [added: —] | | | — | | | 1,165,000 | | | [removed: 1,144,846] [added: 991,705] |

| 2021-2C Tower Securities (1) | | | — | | | — | | | — | | | — | | | [removed: —] [added: 895,000] | | | [removed: 895,000] [added: —] | | | 895,000 | | | [removed: 883,213] [added: 756,302] |

| 2021-3C Tower Securities (1) | | | — | | | — | | | — | | | — | | | — | | | 895,000 | | | 895,000 | | | [removed: 902,446] [added: 686,134] |

| 2020 Senior Notes | | | — | | | — | | | — | | | — | | | [removed: —] [added: 1,500,000] | | | [removed: 1,500,000] [added: —] | | | 1,500,000 | | | [removed: 1,550,790] [added: 1,375,815] |

| 2021 Senior Notes | | | — | | | — | | | — | | | — | | | — | | | 1,500,000 | | | 1,500,000 | | | [removed: 1,446,975] [added: 1,286,250] |

(2)Represents interest payments based on the 2014-2C Tower Securities interest rate of 3.869%, the [removed: 2018-1C Tower Securities interest rate of 3.448%, the] 2019-1C Tower Securities interest rate of 2.836%, the 2020-1C Tower Securities interest rate of 1.884%, the 2020-2C Tower Securities interest rate of 2.328%, the 2021-1C Tower Securities interest rate of 1.631%, the 2021-2C Tower Securities interest rate of 1.840%, the 2021-3C Tower Securities interest rate of 2.593%, the [added: 2022-1C Tower Securities interest rate of 6.599%, the] 2018 Term Loan at an average interest rate of [removed: 1.872%] [added: 2.510%] (which includes the impact of interest rate swaps) as of December 31, [removed: 2021,] [added: 2022,] the Revolving Credit Facility at an average interest rate of [removed: 1.516%] [added: 5.610%] as of December 31, [removed: 2021,] [added: 2022,] the 2020 Senior Notes interest rate of 3.875%, and the 2021 Senior Notes interest rate of [removed: 3.875%.][added: 3.125%.]

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

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

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

For the year ended December 31, [removed: 2021,] [added: 2022,] approximately [removed: 13.5%] [added: 17.2%] of our revenues and approximately [removed: 17.9%] [added: 22.2%] of our total operating expenses were denominated in foreign currencies.

We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in the Brazilian Real from the quoted foreign currency exchange rates at December 31, [removed: 2021.][added: 2022.]

[removed: As of December 31, 2021, the] [added: The] analysis indicated that such an adverse movement would have caused our revenues and operating income to decline by approximately [removed: 0.9%] [added: 1.0%] and [removed: 0.5%,] [added: 0.6%,] respectively, for the year ended December 31, [removed: 2021.][added: 2022.]

As of December 31, [removed: 2021,] [added: 2022,] we had intercompany debt, which is denominated in a currency other than the functional currency of the subsidiary in which it is recorded.

A change of 10% in the underlying exchange rates of our unsettled intercompany debt at December 31, [removed: 2021] [added: 2022] would have resulted in approximately [removed: $77.8] [added: $143.7] million of unrealized gains or losses that would have been included in Other income (expense), net in our Consolidated Statements of Operations for the year ended December 31, [removed: 2021.][added: 2022.]

- our expectations regarding our debt service in [removed: 2022] [added: 2023] 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

| 2022-1C Tower Securities (1) | | | — | | | — | | | — | | | — | | | — | | | 850,000 | | | 850,000 | | | 855,899 |

| Total debt obligation | | $ | 24,000 | | $ | 644,000 | | $ | 3,409,000 | | $ | 2,635,000 | | $ | 2,395,000 | | $ | 3,845,000 | | $ | 12,952,000 | | $ | 11,819,108 |

| Interest payments (2) | | $ | 406,119 | | $ | 401,012 | | $ | 308,241 | | $ | 254,785 | | $ | 152,759 | | $ | 141,709 | | $ | 1,664,625 | | | |

However, we have not yet amended our credit facilities for our 2018 Term Loan or the associated swap agreement to transition to an alternative benchmark rate and will need to do so before June 30, 2023.

| 2018-1C Tower Securities (1) | | | — | | | 640,000 | | | — | | | — | | | — | | | — | | | 640,000 | | | 650,163 |

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

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

equity as a component of Accumulated other comprehensive income (loss).

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

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

Our primary business line is our site leasing business, which contributed [removed: 97.4%] [added: 96.2%] of our total segment operating profit for the year ended December 31, [removed: 2021.][added: 2022.]

In our site leasing business, we (1) lease [removed: antenna] space to wireless service providers [added: and other customers] on [removed: towers] [added: assets] that we own or operate and (2) manage rooftop and tower sites for property owners under various contractual arrangements.

As of December 31, [removed: 2021,] [added: 2022,] we owned [removed: 34,177] [added: 39,311] towers, a substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers.

As of December 31, [removed: 2021,] [added: 2022,] we had an average of [removed: 1.8] [added: 1.9] tenants per tower structure.

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

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

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

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

As part of this analysis, we consider the risk of entering into an international market (for example, the impact of foreign currency exchange rates and inflation, real estate, permitting, and taxation [removed: risks),] [added: risks)] and how our expansion meets our long-term strategic and financial objectives for the region and our business generally.

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

[removed: We generally will have at least] one signed tenant lease for each new build tower structure on the day that it is completed and expect that some will have multiple tenants.

Consequently, we have a broad field organization that allows us to develop and capitalize on our experience, [removed: expertise] [added: expertise,] and relationships in each of our local markets which in turn enhances our customer relationships.

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

As of December 31, [removed: 2021,] [added: 2022,] approximately [removed: 72%] [added: 70%] 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: 37] [added: 36] years.

As of December 31, [removed: 2021,] [added: 2022,] approximately [removed: 10.7%] [added: 10.1%] of our tower structures had ground leases or other property interests maturing in the next 10 years.

*Exploring Opportunities in Evolving Technologies and Ancillary Services.* In addition to our traditional tower-related services, we [removed: are currently exploring] [added: continue to explore] ancillary services and evolving technologies that we believe will allow us to create additional value by leveraging our current assets, capabilities, and relationships with wireless service providers and others by expanding SBA’s business within the growing communications ecosystem.

This includes supporting efforts for edge data centers and private networks utilizing [removed: Citizens Broadband Radio Service (“CBRS”) technology.][added: cellular and Wi-Fi technologies.]

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

[removed: We] [added: Additionally, we] are [removed: 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 [removed: powered by] [added: and] solar [removed: energy.][added: energy solutions.]

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 [removed: add new equipment at existing sites.]

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

According to a report published by Ericsson in November [removed: 2021,] [added: 2022,] global total mobile data traffic was estimated to reach around [removed: 65] [added: 90] exabytes per month by the end of [removed: 2021] [added: 2022] and is projected to grow by [added: nearly] a factor of [removed: around 4.4] [added: 3.6x] to reach [removed: 288] [added: 324] exabytes per month in [removed: 2027.][added: 2028.]

For example, recent and future spectrum auctions, such as the C-Band [removed: auction] [added: auction, Auction 108,] and Auction 110 in the U.S. are expected to [added: continue to] contribute to growth in the upcoming years.

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

Our site leasing business generates substantially all of our total segment operating profit, representing [removed: 97.4%] [added: 96.2%] or more of our total segment operating profit for the past three fiscal years.

As of December 31, [removed: 2021,] [added: 2022,] we owned [removed: 17,356] [added: 17,416] sites in the United States and its territories.

For the year ended December 31, [removed: 2021,] [added: 2022,] we generated [removed: 79.9%] [added: 76.1%] of our total site leasing revenue from these sites.

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

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

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

As of December 31, [removed: 2021,] [added: 2022,] no U.S. state or territory accounted for more than 10% of our total tower portfolio by tower count, and no U.S. state or territory accounted for more than 10% of our total revenues for the year ended December 31, [removed: 2021.][added: 2022.]

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

As of December 31, [removed: 2021,] [added: 2022,] we owned [removed: 16,821] [added: 21,895] sites in our international markets, of which approximately 30% of our total towers are located in Brazil and no other international markets (each country is considered a market) represented more than [removed: 4%] [added: 5%] of our total towers.

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

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

In [removed: South Africa, our site leases contain pass through charges related to utilities, and in Tanzania,] [added: addition,] our [added: international] site leases [added: may] include [removed: components] [added: pass-through charges, such as rent] related to [removed: utilities] [added: ground leases] and [added: other property interests, utilities, and] fuel.

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

In [removed: our Central American markets and] Ecuador, [added: El Salvador, Guatemala, Nicaragua, and Panama,] significantly all of our revenue, expenses, and capital expenditures arising from our new build activities are denominated in U.S. dollars.

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

We generally will have at least

With regard to open-access networks, SBA works with real estate developers in deploying networks that are accessible throughout a community’s various common areas and resident amenities.

We have also partnered with carriers and high-traffic consumer retailers in developing systems for the offloading of data to wireless networks.

add new equipment at existing sites.

Our tenant leases either (1) contain

specific annual rent escalators, (2) escalate annually in accordance with an inflationary index, or (3) escalate using a combination of fixed and inflation adjusted escalators.

Our ground leases typically either (1) contain specific annual rent escalators or (2) escalate annually in accordance with an inflationary index.

| Airtel Tanzania | MTN | Tigo |

*Talent Management.* We recognize the value of attracting, developing, engaging, and retaining our talent.

Our global compensation and benefits strategy provides programs and resources focused on overall well-being.

Certain proposals to operate wireless communications and radio or television

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

With regard to private networks, SBA has partnered with different school districts in developing pilots to help close the digital divide through the deployment of private CBRS networks.

These network deployments are designed to leverage school-owned assets and SBA tower assets to extend the network to the students in their homes.

Our largest international market is Brazil.

Our operations in our international

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.

In our South American markets, South Africa, and the Philippines, tenant leases typically escalate annually in accordance with an inflationary index.

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

Site leases in our South 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.

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

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.

We lease tower space to and perform site development services for all of the large U.S. wireless service providers.

In both our site leasing and site development businesses, we work with large national providers and smaller regional, local or private operators.

Internationally, we lease tower space to all the major service providers in South America, Central America, Canada, South Africa, the Philippines and, effective January 4, 2022, Tanzania.

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

| Cellular South | MTN | Tigo |

SBA has earned the distinction of being a Military Friendly Employer and a Veteran Employer.

Our "Tower U" safety professionals offer tower rescue training to first responders because we recognize that the safety of these first responders is paramount to the communities in which we operate.

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.

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.

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

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.

location criteria must also be registered with the FCC.

Exposure to high levels of RF energy can produce negative health effects.

The potential connection between low-level RF energy and certain negative health effects, including some forms of cancer, has been the subject of substantial study by the scientific community in recent years.

estate brokers’ agents, who may be our employees or hired as independent contractors, and conduct the construction portions of our site development services through licensed contractors, who may be our employees or independent contractors.

We do not believe that the ultimate resolution of these matters will have a material adverse effect on our business, financial condition, results of [removed: operations] [added: operations,] or liquidity.

For [removed: the fiscal year ended] [added: the fiscal year ended] December [removed: 31, 2021][added: 31, 2022]

The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately [removed: $34.6] [added: $34.2] billion as of June 30, [removed: 2021.][added: 2022.]

The number of shares outstanding of the Registrant’s common stock (as of February [removed: 18, 2022):] [added: 15, 2023):] Class A common stock — [removed: 107,919,638.][added: 108,038,955.]

Portions of the Registrant’s definitive proxy statement for its [removed: 2022] [added: 2023] 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: 2021,] [added: 2022,] are hereby incorporated by reference in Part III of this Annual Report on Form 10-K.

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

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

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

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

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

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

| ITEM 8. | [FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](#Item8) | [removed: 44] [added: 43] |

| ITEM 9. | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE](#Item9) | [removed: 44] [added: 43] |

| ITEM 9A. | [CONTROLS AND PROCEDURES](#Item9A) | [removed: 44] [added: 43] |

| ITEM 9C. | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#Item9C) | [removed: 47] [added: 45] |

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

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

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

| ITEM 13. | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](#Item13) | [removed: 48] [added: 46] |

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

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

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

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

Our interests in towers and the land beneath them are comprised of a variety of fee interests, leasehold interests created by long-term lease agreements, perpetual easements, easements, licenses, rights-of-way, [added: right-of-use,] and other similar interests.

As of December 31, [removed: 2021,] [added: 2022,] approximately [removed: 72%] [added: 70%] of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land that have an interest that extends beyond 20 years.

The average remaining life under our ground leases and other property interests, including renewal options under our control, is [removed: 37] [added: 36] years.

As of December 31, [removed: 2021,] [added: 2022,] we had an average of [removed: 1.8] [added: 1.9] tenants per tower structure.

As of February [removed: 18, 2022,] [added: 15, 2023,] there were [removed: 281] [added: 288] record holders of our Class A common stock.

As of December 31, [removed: 2021, $654.7] [added: 2022, $545.2] million of the federal NOLs are attributes of the REIT.

The actual amount, [removed: timing] [added: timing,] and frequency of future dividends, will be at the sole discretion of our Board of Directors and will be declared based upon various factors, many of which are beyond our control.

Issuer Purchases of Equity Securities

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

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

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

| | | Total | | | | | Total Number of Shares | | Approximate Dollar Value | |

| | | Number | | Average | | | Purchased as Part of | | of Shares that May Yet Be | |

| | | of Shares | | Price Paid | | | Publicly Announced | | Purchased Under the | |

| Period | | Purchased | | Per Share | | | Plans or Programs (1) | | Plans or Programs | |

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

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

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

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

(1)On October 28, 2021, our Board of Directors authorized a new $1.0 billion stock repurchase plan, replacing the prior plan authorized on November 2, 2020, which had a remaining authorization of $125.1 million.

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

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

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.

Shares repurchased were retired.

As of the date of this filing, we had $586.4 million remaining under the current authorized share repurchase plan.

Financial statements and supplementary data are on pages F-1 through [removed: F-44.][added: F-40.]

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

In connection with the preparation of this Annual Report on Form 10-K, as of December 31, [removed: 2021,] [added: 2022,] an evaluation was performed under the supervision and with the participation of our management, including the CEO and CFO, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).

Based on such evaluation, our CEO and CFO concluded that, as of December 31, [removed: 2021,] [added: 2022,] our disclosure controls and procedures were effective.

There has been no change in our internal control over financial reporting during the quarter ended December 31, [removed: 2021] [added: 2022] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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: 2021.][added: 2022.]

Management performed an assessment of the effectiveness of SBAC’s internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] based upon criteria in *Internal Control – Integrated Framework* (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on our assessment, management determined that SBAC’s internal control over financial reporting was effective as of December 31, [removed: 2021] [added: 2022] based on the criteria in *Internal Control – Integrated Framework* (2013 Framework) issued by COSO.

To the Shareholders and the Board of Directors of SBA Communications Corporation [removed: and Subsidiaries]

We have audited SBA Communications Corporation and [removed: Subsidiaries’] [added: subsidiaries’] internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, SBA Communications Corporation and [removed: Subsidiaries] [added: subsidiaries] (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] 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: 2021,] [added: 2022,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated [removed: March 1, 2022] [added: February 28, 2023] expressed an unqualified opinion thereon.

February 28, 2023

March 1, 2022

The remaining items required by Part III, Item 10 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2022] [added: 2023] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2022.][added: 2023.]

The items required by Part III, Item 11 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2022] [added: 2023] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2022.][added: 2023.]

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: 2022] [added: 2023] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2022.][added: 2023.]

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: 2021:][added: 2022:]

| | | Number of Securities | | | [removed: Weighted Average] [added: Weighted-Average] | | | Remaining Available for |

(1)Included in the number of securities in column (a) is [removed: 140,992] [added: 56,154] restricted stock units and [removed: 143,072] [added: 140,446] performance-based restricted stock units, which have no exercise price.

The [removed: weighted average] [added: weighted-average] exercise price of outstanding options, warrants, and rights (excluding restricted stock units) is [removed: $157.76.][added: $160.01.]

(2)Included in the number of securities in column (a) is [removed: 102,262] [added: 165,483] restricted stock units and [removed: 154,528] [added: 288,444] performance-based restricted stock units, which have no exercise price.

| | | As of December 31, 2022 | | | | | | |

| 2010 Plan | | 1,860 | (1) | | $ | 143.08 | | — |

| 2020 Plan | | 464 | (2) | | | 7.09 | | 2,541 |

| Total | | 2,324 | | | $ | 115.91 | | 2,541 |

The weighted-average exercise price of outstanding options, warrants, and rights (excluding restricted stock units) is $328.99.

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

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

| 2020 Plan | | 257 | (2) | | | — | | 2,776 |

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

There were no other outstanding options, warrants, or rights under the 2020 Plan.

The items required by Part III, Item 13 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2022] [added: 2023] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2022.][added: 2023.]

The items required by Part III, Item 14 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2022] [added: 2023] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2022.][added: 2023.]

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

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

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

(2)As of December 31, [removed: 2021,] [added: 2022,] certain assets secure debt of [removed: $9.4] [added: $10.0] billion.

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

| | | | | | | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | |

| Gross amount at beginning | | | | | | | | | | | | | | | | | $ | [removed: 5,963,048] [added: 7,068,208] | | $ | [removed: 5,833,338] [added: 5,963,048] | | $ | [removed: 5,561,005] [added: 5,833,338] |

| Acquisitions (1) | | | | | | | | | | | | | | | | | | [removed: 995,063] [added: 727,863] | | | [removed: 80,582] [added: 995,063] | | | [removed: 111,734] [added: 80,582] |

| Construction and related costs on new builds | | | | | | | | | | | | | | | | | | [removed: 45,802] [added: 69,384] | | | [removed: 40,493] [added: 45,802] | | | [removed: 48,975] [added: 40,493] |

| Augmentation and tower upgrades | | | | | | | | | | | | | | | | | | [removed: 32,953] [added: 60,247] | | | [removed: 36,211] [added: 32,953] | | | [removed: 63,998] [added: 36,211] |

| Land buyouts and other assets | | | | | | | | | | | | | | | | | | [removed: 24,944] [added: 26,588] | | | [removed: 28,918] [added: 24,944] | | | [removed: 39,298] [added: 28,918] |

| Tower maintenance | | | | | | | | | | | | | | | | | | [removed: 34,611] [added: 42,048] | | | [removed: 28,426] [added: 34,611] | | | [removed: 28,960] [added: 28,426] |

| Other (2) | | | | | | | | | | | | | | | | | | [removed: 20,052] [added: 23,824] | | | [removed: 19,142] [added: 20,052] | | | [removed: —] [added: 19,142] |

| Total additions | | | | | | | | | | | | | | | | | | [removed: 1,153,425] [added: 949,954] | | | [removed: 233,772] [added: 1,153,425] | | | [removed: 292,965] [added: 233,772] |

| Cost of real estate sold or disposed | | | | | | | | | | | | | | | | | | [removed: (192)] [added: (610)] | | | [removed: —] [added: (192)] | | | [removed: (856)] [added: —] |

| Impairment | | | | | | | | | | | | | | | | | | [removed: (15,552)] [added: (23,638)] | | | [removed: (17,064)] [added: (15,552)] | | | [removed: (9,587)] [added: (17,064)] |

| Other (3) | | | | | | | | | | | | | | | | | | [removed: (32,521)] [added: (164)] | | | [removed: (86,998)] [added: (32,521)] | | | [removed: (10,189)] [added: (86,998)] |

| Total deductions | | | | | | | | | | | | | | | | | | [removed: (48,265)] [added: (24,412)] | | | [removed: (104,062)] [added: (48,265)] | | | [removed: (20,632)] [added: (104,062)] |

| Balance at end | | | | | | | | | | | | | | | | | $ | [removed: 7,068,208] [added: 7,993,750] | | $ | [removed: 5,963,048] [added: 7,068,208] | | $ | [removed: 5,833,338] [added: 5,963,048] |

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

| Gross amount of accumulated depreciation at beginning | | | | | | | | | | | | | | | | | $ | [removed: (3,383,370)] [added: (3,644,238)] | | $ | [removed: (3,133,061)] [added: (3,383,370)] | | $ | [removed: (2,868,507)] [added: (3,133,061)] |

| Depreciation (1) | | | | | | | | | | | | | | | | | | [removed: (273,655)] [added: (285,918)] | | | [removed: (275,947)] [added: (273,655)] | | | [removed: (269,606)] [added: (275,947)] |

| Other (2) | | | | | | | | | | | | | | | | | | [removed: (91)] [added: (3,382)] | | | [removed: (38)] [added: (91)] | | | [removed: (83)] [added: (38)] |

| Total additions | | | | | | | | | | | | | | | | | | [removed: (273,746)] [added: (289,300)] | | | [removed: (275,985)] [added: (273,746)] | | | [removed: (269,689)] [added: (275,985)] |

| Amount of accumulated depreciation for assets sold or disposed | | | | | | | | | | | | | | | | | | [removed: 3,638] [added: 7,505] | | | [removed: 4,244] [added: 3,638] | | | [removed: 2,887] [added: 4,244] |

| Other (2) | | | | | | | | | | | | | | | | | | [removed: 9,240] [added: 140] | | | [removed: 21,432] [added: 9,240] | | | [removed: 2,248] [added: 21,432] |

| Total deductions | | | | | | | | | | | | | | | | | | [removed: 12,878] [added: 7,645] | | | [removed: 25,676] [added: 12,878] | | | [removed: 5,135] [added: 25,676] |

| Balance at end | | | | | | | | | | | | | | | | | $ | [removed: (3,644,238)] [added: (3,925,893)] | | $ | [removed: (3,383,370)] [added: (3,644,238)] | | $ | [removed: (3,133,061)] [added: (3,383,370)] |

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

| [removed: 10.2] [added: 10.6] | | [Purchase Agreement, dated [removed: January 14, 2021,] [added: November 15, 2022,] among SBA [removed: Communications Corporation and J.P. Morgan Securities] [added: Senior Finance,] LLC, [added: Deutsche Bank Trust Company Americas,] as [removed: representative of] [added: Trustee, and] the several [removed: initial purchasers] [added: Initial Purchasers] listed on Schedule I [removed: thereto.](http://www.sec.gov/Archives/edgar/data/1034054/000119312521022691/d107794dex102.htm)] [added: thereto.](https://www.sec.gov/ix?doc=/Archives/edgar/data/1034054/000119312522286848/d410270d8k.htm)] | | 8-K | | [removed: 01/29/21] [added: 11/16/22] |

| 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 [removed: Trustee](https://www.sec.gov/Archives/edgar/data/1034054/000119312521165395/d144999dex1012f.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/1034054/000119312521165395/d144999dex1012f.htm).] | | 8-K | | 05/18/21 |

| 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 [removed: Trustee](https://www.sec.gov/Archives/edgar/data/1034054/000103405422000002/sbac-20211231xex10_12h.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/1034054/000103405422000002/sbac-20211231xex10_12h.htm).] | | [added: 10-K] | | [added: Year ended December 31, 2022] |

| 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 [removed: Trustee](https://www.sec.gov/Archives/edgar/data/1034054/000119312521313427/d251247dex1012h.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/1034054/000119312521313427/d251247dex1012h.htm).] | | 8-K | | 10/29/21 |

| 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).† | | [added: 10-K] | | [added: Year ended December 31, 2022] |

| 10.57G | | [Amended and Restated Employment Agreement, dated as of October 1, 2021, between SBA Communications Corporation and Kurt Bagwell](https://www.sec.gov/Archives/edgar/data/1034054/000103405422000002/sbac-20211231xex10_57g.htm).† | | [added: 10-K] | | [added: Year ended December 31, 2022] |

| 10.58G | | [Amended and Restated Employment Agreement, dated as of October 1, 2021, between SBA Communications Corporation and Thomas P. Hunt](https://www.sec.gov/Archives/edgar/data/1034054/000103405422000002/sbac-20211231xex10_58g.htm).† | | [added: 10-K] | | [added: Year ended December 31, 2022] |

| 10.85F | | [Amended and Restated Employment Agreement, dated as of October 1, 2021, between SBA Communications Corporation and Brendan T. Cavanagh](https://www.sec.gov/Archives/edgar/data/1034054/000103405422000002/sbac-20211231xex10_85f.htm).† | | [added: 10-K] | | [added: Year ended December 31, 2022] |

| 21 | | [removed: [Subsidiaries.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405422000002/sbac-20211231xex21.htm)] [added: [Subsidiaries.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405423000002/sbac-20221231xex21.htm)] | | | | |

| 23.1 | | [Consent of Ernst & Young [removed: LLP.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405422000002/sbac-20211231xex23_1.htm)] [added: LLP.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405423000002/sbac-20221231xex23_1.htm)] | | | | |

| 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/1034054/000103405422000002/sbac-20211231xex31_1.htm)] [added: 2002.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405423000002/sbac-20221231xex31_1.htm)] | | | | |

| 39,311 sites | (1) | $ | 9,952,000 | (2) | | (3) | | | (3) | | $ | 7,993,750 | (4) | | $ | (3,925,893) | | Various | | | Various | | | Up to 70 years | (5) |

Amounts as of December 31, 2022 include the acquisition of sites from GTS.

| | | | | | | | | | | | | | | | | | 2022 | | | 2021 | | | 2020 | |

Amounts as of December 31, 2022 include the depreciation related to the acquisition of sites from GTS.

| | | | | | | |

| 10.12J | | [Tenth Loan and Security Agreement Supplement, dated November 23, 2022, 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/ix?doc=/Archives/edgar/data/1034054/000119312522294379/d427154d8k.htm) | | 8-K | | 11/29/22 |

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

| 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) |

| 10.3 | | [Registration Rights Agreement, dated January 29, 2021, between SBA Communications Corporation and J.P. Morgan Securities LLC, as representative of the several initial purchasers listed on Schedule I thereto.](http://www.sec.gov/Archives/edgar/data/1034054/000119312521022691/d107794dex103.htm) | | 8-K | | 01/29/21 |

| 10.4 | | [Purchase Agreement, dated April 29, 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/1034054/000119312521146805/d183669dex104.htm) | | 8-K | | 05/03/21 |

| 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 |

| /s/ Steven E. Bernstein | Chairman of the Board of Directors | [removed: March 1, 2022] [added: February 28, 2023] |

| /s/ Jeffrey A. Stoops | Chief Executive Officer and President | [removed: March 1, 2022] [added: February 28, 2023] |

| /s/ Brendan T. Cavanagh | Chief Financial Officer and Executive Vice President | [removed: March 1, 2022] [added: February 28, 2023] |

| /s/ Brian D. Lazarus | Chief Accounting Officer and Senior Vice President | [removed: March 1, 2022] [added: February 28, 2023] |

| /s/ Mary S. Chan | Director | [removed: March 1, 2022] [added: February 28, 2023] |

| /s/ Duncan H. Cocroft | Director | [removed: March 1, 2022] [added: February 28, 2023] |

| /s/ George R. Krouse Jr. | Director | [removed: March 1, 2022] [added: February 28, 2023] |

| /s/ Jack Langer | Director | [removed: March 1, 2022] [added: February 28, 2023] |

| /s/ Kevin L. Beebe | Director | [removed: March 1, 2022] [added: February 28, 2023] |

| /s/ Fidelma Russo | Director | [removed: March 1, 2022] [added: February 28, 2023] |

| [Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 20](#BS)20] [added: 2021](#BS)] | F-3 |

| [Consolidated Statements of Operations for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 201](#IS)9] [added: 2020](#IS)] | F-4 |

| [Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 201](#CI)9] [added: 2020](#CI)] | F-5 |

| [Consolidated Statements of Shareholders’ Deficit for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 201](#SE)9] [added: 2020](#SE)] | F-6 |

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 201](#CF)9] [added: 2020](#CF)] | F-7 |

To the Shareholders and the Board of Directors of SBA Communications Corporation [removed: and Subsidiaries]

We have audited the accompanying consolidated balance sheets of SBA Communications Corporation and [removed: Subsidiaries] [added: subsidiaries] (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes and financial statement schedule listed in the [removed: index] [added: Index] at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

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: 2021,] [added: 2022,] 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: March 1, 2022] [added: February 28, 2023] expressed an unqualified opinion thereon.

| *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: 2021,] [added: 2022,] the Company had [removed: $2.3] [added: $2.4] billion of operating lease right-of-use assets, net, [removed: $236.8] [added: $260.1] million of current operating lease liabilities, and $2.0 billion of long-term lease liabilities. For the period ended December 31, [removed: 2021,] [added: 2022,] the total operating lease right-of-use assets obtained for new operating lease liabilities were [removed: $33.3] [added: $171.2] million and adjustments associated with lease modifications and reassessments were [removed: $36.8] [added: $47.1] 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 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. |

| *How We Addressed the Matter in Our Audit* | | We obtained an understanding, [removed: evaluated] [added: evaluated,] and tested the design and operating effectiveness of the Company’s internal controls related to accounting for ground leases. For example, we tested the Company’s controls over the review of the accounting policy, including the methodology and assumptions used to estimate the IBR and the remaining lease term. We also tested the controls over the review of ground lease contracts and the key system functionality used to account for ground leases. To test the Company’s accounting for ground leases, our audit procedures included, among others, evaluating the methodology used to calculate the IBR, evaluating the assumptions and underlying data used by the Company to estimate the IBR, identifying events which require reassessment of the lease term or lease payments, and estimating the remaining lease term. We involved our valuation specialists to assist in the evaluation of the methodologies and assumptions applied to estimate the IBR. Specifically, we compared the Company’s credit rating used in the IBR estimate to independent third-party sources and compared the Company’s existing borrowing rate for collateralized assets to observable debt yields of the Company. We compared the inputs used to adjust for lease payments to be made over varying periods and in various currencies to third-party sources. We assessed the remaining lease term by selecting a sample of new ground leases and ground lease modifications and reassessments for which we independently evaluated the period the Company is reasonably certain to remain on the site, and compared to the remaining lease term in the Company’s audited schedules. We also evaluated the Company’s disclosures included in Note 2 to the consolidated financial statements. |

| | | [added: 2022 | | |] 2021 | | | 2020 | |

| Cash and cash equivalents | | $ | [added: 143,708 | | $ |] 367,278 | | $ | 308,560 | [added: | Cash and cash equivalents |]

| Restricted cash | | | [removed: 65,561] [added: 41,959] | | | [removed: 31,671] [added: 65,561] |

| Accounts receivable, net | | | [removed: 101,950] [added: 184,368] | | | [removed: 74,088] [added: 101,950] |

| Costs and estimated earnings in excess of billings on uncompleted contracts | | | [removed: 48,844] [added: 79,549] | | | [removed: 34,796] [added: 48,844] |

| Prepaid expenses and other current assets | | | [removed: 30,813] [added: 33,149] | | | [removed: 23,875] [added: 30,813] |

| Total current assets | | | [removed: 614,446] [added: 482,733] | | | [removed: 472,990] [added: 614,446] |

| Property and equipment, net | | | [removed: 2,575,487] [added: 2,713,727] | | | [removed: 2,677,326] [added: 2,575,487] |

| Intangible assets, net | | | [removed: 2,803,247] [added: 2,776,472] | | | [removed: 3,156,150] [added: 2,803,247] |

| Operating lease right-of-use assets, net | | | [removed: 2,268,470] [added: 2,381,955] | | | [removed: 2,369,358] [added: 2,268,470] |

| Acquired and other right-of-use assets, net | | | [removed: 964,405] [added: 1,507,781] | | | [removed: 4,202] [added: 964,405] |

| Other assets | | | [removed: 575,644] [added: 722,373] | | | [removed: 477,992] [added: 575,644] |

| Total assets | | $ | [removed: 9,801,699] [added: 10,585,041] | | $ | [removed: 9,158,018] [added: 9,801,699] |

| Accounts payable | | $ | [removed: 34,066] [added: 51,427] | | $ | [removed: 109,969] [added: 34,066] |

| Accrued expenses | | | [removed: 68,070] [added: 101,484] | | | [removed: 63,031] [added: 68,070] |

| Deferred revenue | | | [removed: 184,380] [added: 154,553] | | | [removed: 113,117] [added: 184,380] |

| Accrued interest | | | [removed: 49,096] [added: 54,173] | | | [removed: 54,350] [added: 49,096] |

| Current lease liabilities | | | [removed: 238,497] [added: 262,365] | | | [removed: 236,037] [added: 238,497] |

| Other current liabilities | | | [removed: 18,222] [added: 48,762] | | | [removed: 14,297] [added: 18,222] |

| Date: | February 28, 2023 |

| /s/ Jay L. Johnson | Director | February 28, 2023 |

| Jay L. Johnson | | |

| | | |

February 28, 2023

| | | 2022 | | | 2021 | |

| Corporation | | — | | | — | | | — | | | — | | | (140,046) | | | (140,046) |

| Adjustment to redemption amount related to | | | | | | | | | | | | | | | | | |

| Corporation | | — | | | — | | | — | | | — | | | (47,814) | | | (47,814) |

| Adjustment to redemption amount related to | | | | | | | | | | | | | | | | | |

| Communications Corporation | | — | | | — | | | — | | | 461,429 | | | — | | | 461,429 |

| Repurchase and retirement of common stock | | (1,300) | | | (12) | | | — | | | (431,654) | | | — | | | (431,666) |

| Corporation | | — | | | — | | | — | | | — | | | 4,376 | | | 4,376 |

| Dividends and dividend equivalents | | | | | | | | | | | | | | | | | |

| on common stock | | — | | | — | | | — | | | (308,305) | | | — | | | (308,305) |

| Adjustment to redemption amount related to | | | | | | | | | | | | | | | | | |

| BALANCE, December 31, 2022 | | 107,997 | | $ | 1,080 | | $ | 2,795,176 | | $ | (7,482,061) | | $ | (590,510) | | $ | (5,276,315) |

| Net income | | $ | 459,799 | | $ | 237,624 | | $ | 24,047 |

| Depreciation, accretion, and amortization | | | 707,576 | | | 700,161 | | | 721,970 |

| Acquisitions | | | 116 | | | — | | | — |

(1)Amounts include annual installment payments related to the Oi S.A. reorganization.

The fourth and final annual installment payment was received during the year ended December 31, 2022.

Refer to Note 7 for further details about this acquisition.

to three years after they have been acquired.

| | | | | | 2022 | | | 2021 | |

*Acquired right-of-use assets.* In connection with certain acquisitions, the Company may acquire the exclusive right to lease and operate communication sites for a period that represents (1) a major part of the remaining economic life of the underlying assets and/or (2) the purchase price represents substantially all of the fair value of the underlying asset.

The Company accounts for these arrangements as financing leases.

| | | | | | 2022 | | | 2021 | |

Refer to Note 21 for further discussion of the interest rate swaps.

During the year ended December 31, 2022, the Company recognized an impairment loss of $0.9 million associated with one of its cost method investments.

costs, (2) ground rents, real estate and personal property taxes, and insurance premiums related to towers, (3) trustee and servicing expenses, and (4) management fees.

Other restricted cash includes $6.0 million held in escrow as of December 31, 2022 related to the Company’s acquisition activities.

| | | $ | 54,358 | | $ | 43,190 |

| | | $ | 54,358 | | $ | 43,190 |

| Short-term investments | | $ | 1,331 | | $ | 778 |

| | | December 31, 2022 | | | December 31, 2021 | |

| Loans receivable | | | 39,922 | | | 37,376 |

| | | 2022 | | | 2021 | | | 2020 | |

| | | 2022 | | | 2021 | | | 2020 | |

Upon legal transfer, these assets will be reclassified to tower related assets.

| Date: | March 1, 2022 |

March 1, 2022

| | | | | | | | | | |

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

| BALANCE, December 31, 2018 | | 112,433 | | $ | 1,124 | | $ | 2,270,326 | | $ | (5,136,368) | | $ | (511,905) | | $ | (3,376,823) |

| Communications Corporation | | — | | | — | | | — | | | 146,991 | | | — | | | 146,991 |

| Common stock issued in connection with | | | | | | | | | | | | | | | | | |

| acquisitions | | 10 | | | — | | | 1,680 | | | — | | | — | | | 1,680 |

| Repurchase and retirement of common stock | | (2,015) | | | (19) | | | — | | | (466,963) | | | — | | | (466,982) |

| Impact of adoption of ASU 2016-02 | | | | | | | | | | | | | | | | | |

| related to leases | | — | | | — | | | — | | | (20,968) | | | — | | | (20,968) |

| Dividends on common stock | | — | | | — | | | — | | | (83,387) | | | — | | | (83,387) |

| Adjustment to fair value related to | | | | | | | | | | | | | | | | | |

‎

| Common stock issued in connection with acquisitions | | $ | — | | $ | — | | $ | 1,680 |

| Consolidation of an equity method investment | | $ | — | | $ | — | | $ | 71,990 |

Effective January 1, 2020, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) prospectively.

ASU 2016-13 replaces the incurred loss impairment model with an expected credit loss impairment model for financial instruments, including trade receivables.

The impact of the adoption of ASU 2016-13 was not material individually or in the aggregate to the Company.

| Acquisitions | | | — | | | — | | | 1,193 |

(1)On June 20, 2016, Oi, S.A. (“Oi”), the Company’s largest customer in Brazil, filed a petition for judicial reorganization in Brazil.

Since the filing, the Company has received all rental payments due in connection with obligations of Oi accruing post-petition.

On January 8, 2018, Oi’s reorganization plan was approved by the Brazilian courts and Oi is expected to fully resolve all its pre-petition obligations in accordance with the terms of the plan, which includes a 10% reduction in the receivable and four annual installment payments.

All of these payments have been received by the Company.

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

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

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.

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

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

Company to terminate the lease.

expenses, and (4) management fees.

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

| Loan receivables | | | 37,376 | | | 5,931 |

(2)The year ended December 31, 2019 excludes $1.7 million of acquisitions costs funded through the issuance of 10,000 shares of Class A common stock.

(3)On August 30, 2019, the Company acquired an additional interest of a previously unconsolidated joint venture in South Africa which resulted in the consolidation of the entity, and the cash consideration is included herein.

The year ended December 31, 2019 excludes $72.0 million associated with the consolidation of this entity.

On December 31, 2021, the Company acquired the remaining interest from the minority interest holder in South Africa.

(4)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.

The difference between the purchase price and the cash acquisition amount is due to working capital adjustments.

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

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

(e)

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

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

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).

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.

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.

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

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.

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

Bagwell, Executive Vice President and President of International.

The prior employment agreements with each of Messrs.

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

The amended and restated employment agreements for Messrs.

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

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).

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.

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

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

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